Common use of Advisory Services Clause in Contracts

Advisory Services. The Trust, on behalf of each Fund, hereby appoints the Adviser to manage the investment and reinvestment of such Fund’s assets, subject to the supervision and oversight of the Trust’s Board of Trustees (the “Board”) and the officers of the Trust, for the period and on the terms hereinafter set forth. The Adviser hereby accepts such appointment and agrees during such period to render the services and assume the obligations herein set forth for the compensation herein provided. The Adviser shall, for all purposes herein, be deemed to be an independent contractor, and shall, unless otherwise expressly provided and authorized, have no authority to act for or to represent the Trust or a Fund in any way, or in any way be deemed an agent of the Trust or a Fund. The Adviser shall determine, from time to time, what securities shall be purchased for each Fund, what securities shall be held or sold by each Fund and what portion of each Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information each, as may be amended from time to time, as set forth in the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fund, as shall be from time to time in effect, and such other limitations, policies and procedures as the Board may reasonably impose from time to time and provide in writing to the Adviser (the “Investment Policies”). To carry out such obligations, the Adviser shall exercise full discretion and act for each Fund in the same manner and with the same force and effect as each Fund itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each Fund’s investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust and each Fund. The Adviser acknowledges that the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable to protect the interests of Fund shareholders.

Advisory Services. The Trust, on behalf of each Fund, hereby appoints You will regularly provide the Adviser to manage Fund with such investment advice as you in your discretion deem advisable and will furnish a continuous investment program for the investment and reinvestment of such Fund consistent with the Fund’s assets, subject to the supervision investment objectives and oversight of the Trust’s Board of Trustees (the “Board”) and the officers of the Trust, for the period and on the terms hereinafter set forth. The Adviser hereby accepts such appointment and agrees during such period to render the services and assume the obligations herein policies as set forth for in its then current Prospectus and Statement of Additional Information. You will determine the compensation herein provided. The Adviser shall, for all purposes herein, be deemed securities to be an independent contractor, and shall, unless otherwise expressly provided and authorized, have no authority to act for or to represent the Trust or a Fund in any way, or in any way be deemed an agent of the Trust or a Fund. The Adviser shall determine, from time to time, what securities shall be purchased for each the Fund, what the portfolio securities shall to be held or sold by each the Fund and what the portion of each the Fund’s assets shall to be held uninvested in cashuninvested, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information each, as may be amended from time to time, as set forth in the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fundrestrictions, as each of the same shall be from time to time in effect, and subject further to such other limitations, policies and procedures instructions as the Board of Trustees for the Trust (the “Board”) may reasonably impose from time to time establish. You will advise and provide assist the officers of the Trust in writing taking such steps as are necessary or appropriate to the Adviser (the “Investment Policies”). To carry out such obligations, the Adviser shall exercise full discretion decisions of the Board and act committees of the Board regarding the conduct of the business of the Fund. You also will be responsible for each Fund in the same manner and with the same force and effect as each Fund itself might or could do voting proxies with respect to purchasessecurities held by the Fund and reporting the Fund’s proxy voting record to the Fund’s administrator in the form required by the Securities and Exchange Commission (“SEC”) or its staff on Form N-PX. You may delegate any or all of the responsibilities, sales rights or other transactionsduties described in this Agreement, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each Fund’s investments shall in any way limit the right a portion of the Board, in its sole discretionFund, to establish one or revise policies more sub-advisers who shall enter into agreements with you; provided that each sub-adviser and your agreement with such sub-adviser are approved by the Board including a majority of the Trustees who are not interested persons of you, the sub-adviser or of the Trust, cast in connection with person at a meeting called for the management purpose of voting on such approval, and (unless exempted by an applicable order of the SEC or its staff issued under the Investment Company Act of 1940, as amended (the “1940 Act”)) by a vote of the holders of a Fund’s assets or to otherwise exercise its right to control the overall management majority of the Trust and each outstanding voting securities of the Fund. The Adviser acknowledges that the Board retains ultimate authority over each Fund and may take Any such delegation shall not relieve you from any and all actions necessary and reasonable to protect the interests of Fund shareholdersliability hereunder.

Advisory Services. The Trust, on behalf of each Fund, hereby appoints the Adviser to manage the investment and reinvestment of such Fund’s assets, subject to the supervision and oversight of the Trust’s Board of Trustees (the “Board”) and the officers of the Trust, for the period and on the terms hereinafter set forth. The Adviser hereby accepts such appointment and agrees during such period to render the services and assume the obligations herein set forth for the compensation herein provided. The Adviser shall, for all purposes herein, be deemed to be an independent contractor, and shall, unless otherwise expressly provided and authorized, have no authority to act for or to represent the Trust or a Fund in any way, or in any way be deemed an agent of the Trust or a Fund. The Adviser shall determine, from time to time, what securities shall be purchased for each Fund, what securities shall be held or sold by each Fund and what portion of each Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, Amended and Restated By-Laws and each Fund’s prospectus and statement of additional information each, as may be amended from time to time, as set forth in the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fund, as shall be from time to time in effect, and such other limitations, policies and procedures as the Board may reasonably impose from time to time and provide in writing to the Adviser (the “Investment Policies”). To carry out such obligations, the Adviser shall exercise full discretion and act for each Fund in the same manner and with the same force and effect as each Fund itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each Fund’s investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust and each Fund. The Adviser acknowledges that the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable to protect the interests of Fund shareholders.

Advisory Services. The Trust, on behalf of each Fund, hereby appoints You will regularly provide the Adviser to manage the Fund with such investment advice as you in your discretion deem advisable and reinvestment of such Fund’s assets, subject to the supervision and oversight of the Trust’s Board of Trustees (the “Board”) and the officers of the Trust, will furnish a continuous investment program for the period Fund consistent with the Fund's investment objectives and on the terms hereinafter set forth. The Adviser hereby accepts such appointment and agrees during such period to render the services and assume the obligations herein policies as set forth for in its then current Prospectus and Statement of Additional Information. You will determine the compensation herein provided. The Adviser shall, for all purposes herein, be deemed securities to be an independent contractor, and shall, unless otherwise expressly provided and authorized, have no authority to act for or to represent the Trust or a Fund in any way, or in any way be deemed an agent of the Trust or a Fund. The Adviser shall determine, from time to time, what securities shall be purchased for each the Fund, what the portfolio securities shall to be held or sold by each the Fund and what the portion of each the Fund’s 's assets shall to be held uninvested in cashuninvested, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information each, as may be amended from time to time, as set forth in the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the 's investment objectives, policies and restrictions of each Fundrestrictions, as each of the same shall be from time to time in effect, and subject further to such other limitations, policies and procedures instructions as the Board of Trustees for the Trust (the "Board") may reasonably impose from time to time establish. You will advise and provide assist the officers of the Trust in writing taking such steps as are necessary or appropriate to the Adviser (the “Investment Policies”). To carry out such obligations, the Adviser shall exercise full discretion decisions of the Board and act committees of the Board regarding the conduct of the business of the Fund. You also will be responsible for each Fund in the same manner and with the same force and effect as each Fund itself might or could do voting proxies with respect to purchasessecurities held by the Fund and reporting the Fund's proxy voting record to the Fund's administrator in the form required by the Securities and Exchange Commission ("SEC") or its staff on Form N-PX. You may delegate any or all of the responsibilities, sales rights or other transactionsduties described in this Agreement, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each Fund’s investments shall in any way limit the right a portion of the Board, in its sole discretionFund, to establish one or revise policies more sub-advisers who shall enter into agreements with you; provided that each sub-adviser and your agreement with such sub-adviser are approved by the Board including a majority of the Trustees who are not interested persons of you , the sub-adviser or of the Trust, cast in connection with person at a meeting called for the management purpose of voting on such approval and (unless exempted by an applicable order of the SEC or its staff issued under the Investment Company Act of 1940, as amended (the “1940 Act”)) by a vote of the holders of a Fund’s assets or to otherwise exercise its right to control the overall management majority of the Trust and each outstanding voting securities of the Fund. The Adviser acknowledges that the Board retains ultimate authority over each Fund and may take Any such delegation shall not relieve you from any and all actions necessary and reasonable to protect the interests of Fund shareholdersliability hereunder.

Advisory Services. The Trust, on behalf of each Fund, hereby appoints You will regularly provide the Adviser to manage Fund with such investment advice as you in your discretion deem advisable and will furnish a continuous investment program for the investment and reinvestment of such Fund consistent with the Fund’s assets, subject to the supervision investment objectives and oversight of the Trust’s Board of Trustees (the “Board”) and the officers of the Trust, for the period and on the terms hereinafter set forth. The Adviser hereby accepts such appointment and agrees during such period to render the services and assume the obligations herein policies as set forth for in its then current Prospectus and Statement of Additional Information. You will determine the compensation herein provided. The Adviser shall, for all purposes herein, be deemed securities to be an independent contractor, and shall, unless otherwise expressly provided and authorized, have no authority to act for or to represent the Trust or a Fund in any way, or in any way be deemed an agent of the Trust or a Fund. The Adviser shall determine, from time to time, what securities shall be purchased for each the Fund, what the portfolio securities shall to be held or sold by each the Fund and what the portion of each the Fund’s assets shall to be held uninvested in cashuninvested, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information each, as may be amended from time to time, as set forth in the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fundrestrictions, as each of the same shall be from time to time in effect, and subject further to such other limitations, policies and procedures instructions as the Board of Trustees for the Trust (the “Board”) may reasonably impose from time to time establish. You will advise and provide assist the officers of the Trust in writing taking such steps as are necessary or appropriate to the Adviser (the “Investment Policies”). To carry out such obligations, the Adviser shall exercise full discretion decisions of the Board and act committees of the Board regarding the conduct of the business of the Fund. You also will be responsible for each Fund in the same manner and with the same force and effect as each Fund itself might or could do voting proxies with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental securities held by the Fund and reporting the Fund’s proxy voting record to the furtherance Fund’s administrator in the form required by the Securities and Exchange Commission (“SEC”) or conduct its staff on Form N-PX. You may delegate any or all of such purchasesthe responsibilities, sales rights or other transactions. No reference duties described in this Agreement to one or more sub-advisers who shall enter into agreements with you, provided the Adviser having full discretionary authority over each Fund’s investments shall in any way limit agreements are approved and ratified by the right Board including a majority of the BoardTrustees who are not interested persons of you or of the Trust, cast in person at a meeting called for the purpose of voting on such approval, and (if required under interpretations of the Investment Company Act of 1940, as amended (the “1940 Act”) by the SEC or its sole discretion, to establish or revise policies in connection with staff) by vote of the management holders of a Fund’s assets or to otherwise exercise its right to control the overall management majority of the Trust and each outstanding voting securities of the Fund. The Adviser acknowledges that the Board retains ultimate authority over each Fund and may take Any such delegation shall not relieve you from any and all actions necessary and reasonable to protect the interests of Fund shareholdersliability hereunder.

Advisory Services. The Trust, on behalf of each Fund, hereby appoints You will provide or arrange to be provided to the Adviser Fund such investment advice as you in your discretion deem advisable and will furnish or arrange to manage be furnished a continuous investment program for the investment and reinvestment of such Fund consistent with the Fund’s assets, subject investment objectives and policies. You will determine or arrange for others to determine the supervision and oversight of the Trust’s Board of Trustees (the “Board”) and the officers of the Trust, for the period and on the terms hereinafter set forth. The Adviser hereby accepts such appointment and agrees during such period securities to render the services and assume the obligations herein set forth for the compensation herein provided. The Adviser shall, for all purposes herein, be deemed to be an independent contractor, and shall, unless otherwise expressly provided and authorized, have no authority to act for or to represent the Trust or a Fund in any way, or in any way be deemed an agent of the Trust or a Fund. The Adviser shall determine, from time to time, what securities shall be purchased for each the Fund, what the portfolio securities shall to be held or sold by each the Fund and what the portion of each the Fund’s assets shall to be held uninvested in cashuninvested, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information each, as may be amended from time to time, as set forth in the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fundrestrictions, as each of the same shall be from time to time in effect, and subject further to such other limitations, policies and procedures instructions as the Board of Trustees of the Trust may reasonably impose from time to time establish. You may delegate any or all of the responsibilities, rights or duties described above to one or more sub-advisers who shall enter into agreements with you, provided the agreements are approved and provide ratified by the Board of Trustees including a majority of the trustees who are not interested persons of you or of the Trust, cast in writing to person at a meeting called for the Adviser purpose of voting on such approval, and (if required under interpretations of the Investment Company Act of 1940, as amended (the “Investment Policies1940 Act”). To carry out such obligations, by the Adviser shall exercise full discretion Securities and act for each Fund in the same manner and with the same force and effect as each Fund itself might Exchange Commission or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each Fund’s investments shall in any way limit the right its staff) by vote of the Board, in its sole discretion, to establish or revise policies in connection with the management holders of a majority of the outstanding voting securities of the Fund’s assets or to otherwise exercise its right to control . Any such delegation shall not relieve you from any liability hereunder. You will also advise and assist the overall management officers of the Trust in taking such steps as are necessary or appropriate to carry out the decisions of the Board of Trustees and each the appropriate committees of the Board regarding the conduct of the business of the Fund. The Adviser acknowledges You may delegate any of the responsibilities, rights or duties described above to one or more persons, provided you notify the Trust and agree that the Board retains ultimate authority over each Fund and may take such delegation does not relieve you from any and all actions necessary and reasonable to protect the interests of Fund shareholdersliability hereunder.

Advisory Services. The Trust, on behalf of each Fund, hereby appoints the Adviser to manage the investment and reinvestment of such Fund’s assets, subject to the supervision and oversight of the Trust’s Board of Trustees (the “Board”) and the officers of the Trust, for the period and on the terms hereinafter set forth. The Adviser hereby accepts such appointment and agrees during such period to render the services and assume the obligations herein set forth for the compensation herein provided. The Adviser shall, for all purposes herein, be deemed to be an independent contractor, and shall, unless otherwise expressly provided and authorized, have no authority to act for or to represent the Trust or a Fund in any way, or in any way be deemed an agent of the Trust or a Fund. The Adviser shall determine, from time to time, what securities shall be purchased for each Fund, what securities shall be held or sold by each Fund and what portion of each Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information each, as may be amended from time to time, as set forth in the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fund, as shall be from time to time in effect, and such other limitations, policies and procedures as the Board may reasonably impose from time to time and provide in writing to the Adviser (the “Investment Policies”). To carry out such obligations, the Adviser shall exercise full discretion and act for each Fund in the same manner and with the same force and effect as each Fund itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each Fund’s investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust and each Fund. The Adviser acknowledges that the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable to protect the interests of Fund shareholders.

Advisory Services. The Trust, on behalf of each Fund, hereby appoints You will regularly provide the Adviser to manage the Fund with such investment advice as you in your discretion deem advisable and reinvestment of such Fund’s assets, subject to the supervision and oversight of the Trust’s Board of Trustees (the “Board”) and the officers of the Trust, will furnish a continuous investment program for the period Fund consistent with the Fund's investment objectives and on the terms hereinafter set forth. The Adviser hereby accepts such appointment and agrees during such period to render the services and assume the obligations herein policies as set forth for in its then current Prospectus and Statement of Additional Information. You will determine the compensation herein provided. The Adviser shall, for all purposes herein, be deemed securities to be an independent contractor, and shall, unless otherwise expressly provided and authorized, have no authority to act for or to represent the Trust or a Fund in any way, or in any way be deemed an agent of the Trust or a Fund. The Adviser shall determine, from time to time, what securities shall be purchased for each the Fund, what the portfolio securities shall to be held or sold by each the Fund and what the portion of each the Fund’s 's assets shall to be held uninvested in cashuninvested, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information each, as may be amended from time to time, as set forth in the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the 's investment objectives, policies and restrictions of each Fundrestrictions, as each of the same shall be from time to time in effect, and subject further to such other limitations, policies and procedures instructions as the Board of Trustees for the Trust (the "Board") may reasonably impose from time to time establish. You will advise and provide assist the officers of the Trust in writing taking such steps as are necessary or appropriate to the Adviser (the “Investment Policies”). To carry out such obligations, the Adviser shall exercise full discretion decisions of the Board and act committees of the Board regarding the conduct of the business of the Fund. You also will be responsible for each Fund in the same manner and with the same force and effect as each Fund itself might or could do voting proxies with respect to purchasessecurities held by the Fund and reporting the Fund's proxy voting record to the Fund's administrator in the form required by the Securities and Exchange Commission ("SEC") or its staff on Form N-PX. You may delegate any or all of the responsibilities, sales rights or other transactionsduties described in this Agreement, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each Fund’s investments shall in any way limit the right a portion of the Board, in its sole discretionFund, to establish one or revise policies more sub-advisers who shall enter into agreements with you; provided that each sub-adviser and your agreement with such sub-adviser are approved by the Board including a majority of the Trustees who are not interested persons of you, the sub-adviser or of the Trust, cast in connection with person at a meeting called for the management purpose of voting on such approval and (unless exempted by an applicable order of the SEC or its staff issued under the Investment Company Act of 1940, as amended (the “1940 Act”)) by a vote of the holders of a Fund’s assets or to otherwise exercise its right to control the overall management majority of the Trust and each outstanding voting securities of the Fund. The Adviser acknowledges that the Board retains ultimate authority over each Fund and may take Any such delegation shall not relieve you from any and all actions necessary and reasonable to protect the interests of Fund shareholdersliability hereunder.

Advisory Services. The Trust, on behalf of each Fund, hereby appoints the Adviser to manage the investment and reinvestment of such Fund’s assets, subject Subject to the supervision and oversight of the Trust’s Board of Trustees Directors of the Company (the “BoardBoard of Directors”) and ), you will provide or arrange to be provided to the officers Company such investment advice as you in your discretion deem advisable pursuant to the investment program of the Trust, Fund and consistent with the Fund’s investment objective and policies. You will determine or arrange for others to determine the period and on the terms hereinafter set forth. The Adviser hereby accepts such appointment and agrees during such period securities to render the services and assume the obligations herein set forth for the compensation herein provided. The Adviser shall, for all purposes herein, be deemed to be an independent contractor, and shall, unless otherwise expressly provided and authorized, have no authority to act for or to represent the Trust or a Fund in any way, or in any way be deemed an agent of the Trust or a Fund. The Adviser shall determine, from time to time, what securities shall be purchased for each Fundthe Company, what the portfolio securities shall to be held or sold by each Fund the Company and what the portion of each Fundthe Company’s assets shall to be held uninvested in cashuninvested, subject always to the provisions of Company’s and the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information each, as may be amended from time to time, as set forth in the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the respective investment objectivesobjective, policies and restrictions of each Fundrestrictions, as each of the same shall be from time to time in effect, and subject further to such other limitations, policies and procedures instructions as the Board of Trustees of the Trust (the “Board of Trustees”) and Board of Directors may reasonably impose from time to time and provide in writing establish. You will furnish such reports, evaluations, information or analyses to the Adviser (Company as the “Investment Policies”)Board of Directors may request from time to time or as you may deem to be desirable. To You also will advise and assist the officers of the Company in taking such steps as are necessary or appropriate to carry out the decisions of the Board of Directors and the appropriate committees of the Board of Directors regarding the conduct of the business of the Company. You may delegate any of the responsibilities, rights or duties described above to one or more persons, provided you notify the Company and agree that such obligations, the delegation does not relieve you from any liability hereunder. The Adviser shall exercise full discretion and act for each Fund provide at least sixty (60) days’ prior written notice to the Company of any change in the same manner and with the same force and effect as each Fund itself might ownership or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each Fund’s investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust and each FundAdviser, or any event or action that may constitute a change in control. The Adviser acknowledges that shall provide prompt notice of any change in the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable to protect portfolio manager(s) responsible for the interests day-to-day management of Fund shareholdersthe Company.

Advisory Services. The Trust, on behalf of each Fund, hereby appoints the Adviser to manage the investment and reinvestment of such Fund’s assets, subject Subject to the supervision and oversight of the Trust’s Board of Trustees (the “Board”) and the officers of the Trust, you will provide or arrange to be provided to the Fund such investment advice as you in your discretion deem advisable and will furnish or arrange to be furnished a continuous investment program for the period Fund consistent with the Fund’s investment objective and on policies. You will determine or arrange for others to determine the terms hereinafter set forth. The Adviser hereby accepts such appointment and agrees during such period securities to render the services and assume the obligations herein set forth for the compensation herein provided. The Adviser shall, for all purposes herein, be deemed to be an independent contractor, and shall, unless otherwise expressly provided and authorized, have no authority to act for or to represent the Trust or a Fund in any way, or in any way be deemed an agent of the Trust or a Fund. The Adviser shall determine, from time to time, what securities shall be purchased for each the Fund, what the portfolio securities shall to be held or sold by each the Fund and what the portion of each the Fund’s assets shall to be held uninvested in cashuninvested, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information each, as may be amended from time to time, as set forth in the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectivesobjective, policies and restrictions of each Fundrestrictions, as each of the same shall be from time to time in effect, and subject further to such other limitations, policies and procedures instructions as the Board may reasonably impose from time to time and provide in writing establish. You will furnish such reports, evaluations, information or analyses to the Adviser (Trust as the “Investment Policies”)Board may request from time to time or as you may deem to be desirable. To You also will advise and assist the officers of the Trust in taking such steps as are necessary or appropriate to carry out the decisions of the Board and the appropriate committees of the Board regarding the conduct of the business of the Trust. You may delegate any of the responsibilities, rights or duties described above to one or more persons, provided you notify the Trust and agree that such obligations, the delegation does not relieve you from any liability hereunder. The Adviser shall exercise full discretion and act for each Fund provide at least sixty (60) days prior written notice to the Trust of any change in the same manner and with the same force and effect as each Fund itself might ownership or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each Fund’s investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust and each Adviser, or any event or action that may constitute a change in control. The Adviser shall provide prompt notice of any change in the portfolio manager(s) responsible for the day-to-day management of the Fund. The Adviser acknowledges that shall be subject to: (1) the Board retains ultimate authority over each Fund restrictions of the Trust’s Declaration of Trust as amended from time to time; (2) the provisions of the Investment Company Act of 1940, as amended (the “Act”) and may take the Investment Advisers Act of 1940, as amended; (3) the statements relating to the Fund’s investment objectives, investment strategies and investment restrictions as set forth in the registration statement of the Trust under the Securities Act of 1933, as amended; and (4) any applicable provisions of the Internal Revenue Code of 1986, as amended. The Adviser shall be registered as an investment adviser with the Securities and all actions necessary Exchange Commission prior to the effectiveness of this Agreement and reasonable to protect shall maintain such registration throughout the interests duration of Fund shareholdersthis Agreement.

Advisory Services. The Trust, on behalf of each Fund, hereby appoints You will regularly provide the Adviser to manage Fund with such investment advice as you in your discretion deem advisable and will furnish a continuous investment program for the investment and reinvestment of such Fund consistent with the Fund’s assets, subject to the supervision investment objectives and oversight of the Trust’s Board of Trustees (the “Board”) and the officers of the Trust, for the period and on the terms hereinafter set forth. The Adviser hereby accepts such appointment and agrees during such period to render the services and assume the obligations herein policies as set forth for in its then current Prospectus and Statement of Additional Information. You will determine the compensation herein provided. The Adviser shall, for all purposes herein, be deemed securities to be an independent contractor, and shall, unless otherwise expressly provided and authorized, have no authority to act for or to represent the Trust or a Fund in any way, or in any way be deemed an agent of the Trust or a Fund. The Adviser shall determine, from time to time, what securities shall be purchased for each the Fund, what the portfolio securities shall to be held or sold by each the Fund and what the portion of each the Fund’s assets shall to be held uninvested in cashuninvested, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information each, as may be amended from time to time, as set forth in the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fundrestrictions, as each of the same shall be from time to time in effect, and subject further to such other limitations, policies and procedures instructions as the Board of Trustees for the Trust (the “Board”) may reasonably impose from time to time establish. You will advise and provide assist the officers of the Trust in writing taking such steps as are necessary or appropriate to the Adviser (the “Investment Policies”). To carry out such obligations, the Adviser shall exercise full discretion decisions of the Board and act committees of the Board regarding the conduct of the business of the Fund. You also will be responsible for each Fund in the same manner and with the same force and effect as each Fund itself might or could do voting proxies with respect to purchasessecurities held by the Fund and reporting the Fund’s proxy voting record to the Fund’s administrator in the form required by the Securities and Exchange Commission (“SEC”) or its staff on Form N-PX. You may delegate any or all of the responsibilities, sales rights or other transactionsduties described in this Agreement, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each Fund’s investments shall in any way limit the right a portion of the Board, in its sole discretionFund, to establish one or revise policies more sub-advisers who shall enter into agreements with you; provided that each sub-adviser and your agreement with such sub-adviser are approved by the Board including a majority of the Trustees who are not interested persons of you, the sub-adviser or of the Trust, cast in connection with person at a meeting called for the management purpose of voting on such approval, and (unless exempted by an applicable order of the SEC or its staff issued under the Investment Company Act of 1940, as amended (the “1940 Act”) by a vote of the holders of a Fund’s assets or to otherwise exercise its right to control the overall management majority of the Trust and each outstanding voting securities of the Fund. The Adviser acknowledges that the Board retains ultimate authority over each Fund and may take Any such delegation shall not relieve you from any and all actions necessary and reasonable to protect the interests of Fund shareholdersliability hereunder.

Advisory Services. The Trust, on behalf of each Fund, hereby appoints You will regularly provide the Adviser to manage the Fund with such investment advice as you in your discretion deem advisable and reinvestment of such Fund’s assets, subject to the supervision and oversight of the Trust’s Board of Trustees (the “Board”) and the officers of the Trust, will furnish a continuous investment program for the period Fund consistent with the Fund's investment objectives and on the terms hereinafter set forth. The Adviser hereby accepts such appointment and agrees during such period to render the services and assume the obligations herein policies as set forth for in its then current Prospectus and Statement of Additional Information. You will determine the compensation herein provided. The Adviser shall, for all purposes herein, be deemed holdings to be an independent contractor, and shall, unless otherwise expressly provided and authorized, have no authority to act for or to represent the Trust or a Fund in any way, or in any way be deemed an agent of the Trust or a Fund. The Adviser shall determine, from time to time, what securities shall be purchased for each the Fund, what securities shall the portfolio holdings to be held or sold by each the Fund and what the portion of each the Fund’s 's assets shall to be held uninvested in cashuninvested, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information each, as may be amended from time to time, as set forth in the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the 's investment objectives, policies and restrictions of each Fundrestrictions, as each of the same shall be from time to time in effect, and subject further to such other limitations, policies and procedures instructions as the Board of Trustees for the Trust (the "Board") may reasonably impose from time to time establish. You will advise and provide assist the officers of the Trust in writing taking such steps as are necessary or appropriate to the Adviser (the “Investment Policies”). To carry out such obligations, the Adviser shall exercise full discretion decisions of the Board and act committees of the Board regarding the conduct of the business of the Fund. You also will be responsible for each Fund in the same manner and with the same force and effect as each Fund itself might or could do voting proxies with respect to purchasessecurities held by the Fund and reporting the Fund's proxy voting record to the Fund's administrator in the form required by the Securities and Exchange Commission ("SEC") or its staff on Form N-PX. The Adviser’s investment authority shall include the authority to purchase and sell securities, sales or other and cover open positions, and generally to deal in securities, swaps (including but not limited to interest rate swaps and credit default swaps), financial futures contracts and options thereon, currency transactions, and other derivatives and investment instruments and techniques as well as with respect to all other such things necessary or incidental to may be permitted for use by the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each Fund’s investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection Fund and consistent with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust and each FundRegistration Statement. The Adviser acknowledges that may: (i) open and maintain brokerage accounts for financial futures and options and securities (such accounts hereinafter referred to as “Brokerage Accounts”) on behalf of and in the Board retains ultimate authority over each Fund name of the Fund; and may take any (ii) execute for and all actions on behalf of the Brokerage Accounts, standard customer agreements with a broker or brokers. The Adviser may, using such of the securities and other property in the Brokerage Accounts as the Adviser deems necessary or desirable, direct the custodian to deposit on behalf of the Fund, original and reasonable maintenance brokerage deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to protect such brokers as the interests of Fund shareholdersAdviser deems desirable or appropriate.

Advisory Services. The Trust, on behalf of each Fund, hereby appoints the Adviser to manage the investment and reinvestment of such Fund’s assets, subject to the supervision and oversight of the Trust’s Board of Trustees (the “Board”) and the officers of the Trust, for the period and on the terms hereinafter set forth. The Adviser hereby accepts such appointment and agrees during such period to render the services and assume the obligations herein set forth for the compensation herein provided. The Adviser shall, for all purposes herein, be deemed to be an independent contractor, and shall, unless otherwise expressly provided and authorized, have no authority to act for or to represent the Trust or a Fund in any way, or in any way be deemed an agent of the Trust or a Fund. The Adviser shall determine, from time to time, what securities shall be purchased for each Fundthe Funds, what securities shall be held or sold by each Fund the Funds and what portion of each Fund’s the Funds’ assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information each, as may be amended from time to time, as set forth in the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fund, as shall be from time to time in effect, and such other limitations, policies and procedures as the Board may reasonably impose from time to time and provide in writing to the Adviser (the “Investment Policies”). To carry out such obligations, the Adviser shall exercise full discretion and act for each Fund the Funds in the same manner and with the same force and effect as each Fund itself the Funds themselves might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each Fund’s investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust and each Fund. The Adviser acknowledges that the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable to protect the interests of Fund shareholders.

Advisory Services. The Trust, on behalf of each Fund, hereby appoints the Adviser You will provide or arrange to manage the investment and reinvestment of such Fund’s assets, subject be provided to the supervision Fund such investment advice as you in your discretion deem advisable and oversight of the Trust’s Board of Trustees (the “Board”) and the officers of the Trust, will furnish or arrange to be furnished a continuous investment program for the period Fund consistent with the Fund's investment objectives and on policies. You will determine or arrange for others to determine the terms hereinafter set forth. The Adviser hereby accepts such appointment and agrees during such period securities to render the services and assume the obligations herein set forth for the compensation herein provided. The Adviser shall, for all purposes herein, be deemed to be an independent contractor, and shall, unless otherwise expressly provided and authorized, have no authority to act for or to represent the Trust or a Fund in any way, or in any way be deemed an agent of the Trust or a Fund. The Adviser shall determine, from time to time, what securities shall be purchased for each the Fund, what the portfolio securities shall to be held or sold by each the Fund and what the portion of each the Fund’s 's assets shall to be held uninvested in cashuninvested, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information each, as may be amended from time to time, as set forth in the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the 's investment objectives, policies and restrictions of each Fundrestrictions, as each of the same shall be from time to time in effect, and subject further to such other limitations, policies and procedures instructions as the Board may reasonably impose from time to time establish. You may delegate any or all of the responsibilities, rights or duties described above to one or more advisers who shall enter into agreements with you, provided the agreements are approved and provide ratified by the Board including a majority of the trustees who are not interested persons of you or of the Trust, cast in writing to person at a meeting called for the Adviser purpose of voting on such approval, and (if required under interpretations of the Investment Company Act of 1940, as amended (the “Investment Policies”"1940 Act"). To carry out such obligations, by the Adviser shall exercise full discretion Securities and act for each Fund in the same manner and with the same force and effect as each Fund itself might Exchange Commission or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each Fund’s investments shall in any way limit the right its staff) by vote of the Board, in its sole discretion, to establish or revise policies in connection with the management holders of a majority of the outstanding voting securities of the Fund’s assets or to otherwise exercise its right to control . Any such delegation shall not relieve you from any liability hereunder. You will also advise and assist the overall management officers of the Trust in taking such steps as are necessary or appropriate to carry out the decisions of the Board and each the appropriate committees of the Board regarding the conduct of the business of the Fund. The Adviser acknowledges You may delegate any or all of the responsibilities, rights or duties described in this paragraph 1 to one or more persons, provided you notify the Trust and agree that the Board retains ultimate authority over each Fund and may take such delegation does not relieve you from any and all actions necessary and reasonable to protect the interests of Fund shareholdersliability hereunder.

Advisory Services. The Trust, on behalf of each Fund, hereby appoints You will regularly provide the Adviser to manage Fund with such investment advice as you in your discretion deem advisable and will furnish a continuous investment program for the investment and reinvestment of such Fund consistent with the Fund’s assets, subject to the supervision investment objectives and oversight of the Trust’s Board of Trustees (the “Board”) and the officers of the Trust, for the period and on the terms hereinafter set forth. The Adviser hereby accepts such appointment and agrees during such period to render the services and assume the obligations herein policies as set forth for in its then current Prospectus and Statement of Additional Information. You will determine the compensation herein provided. The Adviser shall, for all purposes herein, be deemed securities to be an independent contractor, and shall, unless otherwise expressly provided and authorized, have no authority to act for or to represent the Trust or a Fund in any way, or in any way be deemed an agent of the Trust or a Fund. The Adviser shall determine, from time to time, what securities shall be purchased for each the Fund, what the portfolio securities shall to be held or sold by each the Fund and what the portion of each the Fund’s assets shall to be held uninvested in cashuninvested, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information each, as may be amended from time to time, as set forth in the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fundrestrictions, as each of the same shall be from time to time in effect, and subject further to such other limitations, policies and procedures instructions as the Board of Trustees for the Trust (the “Board”) may reasonably impose from time to time establish. You will advise and provide assist the officers of the Trust in writing taking such steps as are necessary or appropriate to carry out the decisions of the Board and committees of the Board regarding the conduct of the business of the Fund. You also will be responsible for voting proxies with respect to securities held by the Fund and reporting the Fund’s proxy voting record to the Adviser Fund’s administrator in the form required by the Securities and Exchange Commission (“SEC”) or its staff on Form N-PX. You may delegate any or all of the responsibilities, rights or duties described in this Agreement, with respect to tall or a portio of the Fund, to one or more sub-advisers who shall enter into agreements with you, provided that each sub-adviser and your agreement with such sub-adviser the agreements are approved by the Board including a majority of the Trustees who are not interested persons of you, the sub-adviser or the Trust, cast in person at a meeting called for the purpose of voting on such approval, and, unless exempted by an applicable order of the SEC or its staff issued under the Investment Company Act of 1940, as amended (the “Investment Policies1940 Act”) by the SEC or its staff). To carry out such obligations, the Adviser shall exercise full discretion and act for each Fund in the same manner and with the same force and effect as each Fund itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each Fund’s investments shall in any way limit the right by a vote of the Board, in its sole discretion, to establish or revise policies in connection with the management holders of a Fund’s assets or to otherwise exercise its right to control the overall management majority of the Trust and each outstanding voting securities of the Fund. The Adviser acknowledges that the Board retains ultimate authority over each Fund and may take Any such delegation shall not relieve you from any and all actions necessary and reasonable to protect the interests of Fund shareholdersliability hereunder.

Advisory Services. The Trust, on behalf of each Fund, hereby appoints You will regularly provide the Adviser to manage Fund with advice concerning the investment and reinvestment of such Fund’s assets, subject to the supervision and oversight management of the Trust’s Board of Trustees (Fund's portfolio, which advice shall be consistent with the “Board”) investment objectives and the officers policies of the Trust, for the period and on the terms hereinafter set forth. The Adviser hereby accepts such appointment and agrees during such period to render the services and assume the obligations herein set forth for the compensation herein provided. The Adviser shall, for all purposes herein, be deemed to be an independent contractor, and shall, unless otherwise expressly provided and authorized, have no authority to act for or to represent the Trust or a Fund in any way, or in any way be deemed an agent of the Trust or a Fund. The Adviser shall determine, from time to time, You will determine what securities shall be purchased for each the Fund, what securities shall be held or sold by each Fund the Fund, and what portion of each the Fund’s 's assets shall be held uninvested in cashuninvested, subject always to the provisions of the Trust’s Agreement and 's Declaration of Trust, Trust and By-Laws and each Fund’s prospectus and statement of additional information eachthe Investment Company Act of 1940, as may be amended from time to time, as set forth in the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”)amended, and to the investment objectives, policies and restrictions of each the Fund, as each of the same shall be from time to time in effect, and subject, further to such other limitations, policies and procedures instructions as the Board of Trustees may reasonably impose from time to time establish. In accordance with paragraph 5, you or your agent shall arrange for the placing of all orders for the purchase and sale of portfolio securities for the Fund's account with brokers or dealers selected by you. The Adviser shall provide you with written statements of such Declaration; By-laws; investment objectives and policies; and instructions, as in writing effect from time to time; and you shall have no responsibility for actions taken in reliance on any such documents. You shall have no obligations or duties whatsoever to ensure compliance with any limitation relating to the Adviser amount of (1) the “Investment Policies”)Fund's aggregate assets which may be invested in any category of investment or in a particular manner or (ii) short-term or other category of gain that may be realized by the Fund, in the aggregate, in any given period. To carry out such obligationsIn the performance of your duties hereunder, the Adviser you are and shall exercise full discretion be an independent contractor and unless otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for each or represent the Trust in any way or otherwise be deemed to be an agent of the Trust or of the Adviser. You will make your officers and employees available to meet with the Trust's officers and Trustees at least quarterly on due notice to review the investments and investment program of the Fund in the same manner light of current and with the same force prospective economic and effect as each Fund itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each Fund’s investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust and each Fund. The Adviser acknowledges that the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable to protect the interests of Fund shareholdersmarket conditions.

Advisory Services. The Trust, on behalf of each Fund, Fund hereby appoints the Adviser to manage act as investment adviser to the investment Fund with respect to the assets belonging to the Fund's [Class A] stock, $[___] par value, and reinvestment to provide administration of such Fund’s assetsthe Fund not otherwise provided by third party service providers, subject to the supervision and oversight discretion of the Trust’s Board of Trustees (the “Board”) and the officers of the TrustTrustees, for the period and on the terms hereinafter set forthforth in this Agreement. Shares of the Fund's [Class A] stock, $[___] par value, are referred to herein as "Fund Shares." The Adviser hereby accepts such appointment and agrees during such period to render the services and assume the obligations herein set forth forth, for the compensation herein provided. The Fund, at its option, may also appoint the Adviser shallto act as investment adviser to the Fund hereunder with respect to the assets belonging to any other class of capital stock of the Fund from time to time created, but the Adviser shall not be required to accept any such appointment. The Adviser shall furnish investment research and advice to the Fund and shall manage the investment and reinvestment of its assets and its business affairs and matters incidental thereto, all subject to the supervision of the Board of Trustees of the Fund and subject to the provisions of the Agreement and Declaration of Trust (as defined in paragraph 3(a) of this Agreement), Certificate of Trust (as defined in paragraph 3(b) of this Agreement) and By-Laws (as defined in paragraph 3(c) of this Agreement) of the Fund and any resolution, rules or regulations adopted by the Board of Trustees of the Fund. The Adviser shall for all purposes herein, herein provided be deemed to be an independent contractor, contractor and shall, unless otherwise expressly provided and authorizedherein or authorized by the Board of Trustees of the Fund from time to time, have no authority to act for or to represent the Trust or a Fund in any way, way or in any way otherwise be deemed an agent of for the Trust or a Fund. The Adviser Fund shall determinealso be free to retain, from time at its own expense, other persons to timeprovide it with any services whatsoever including, what securities shall be purchased for each Fundbut not limited to, what securities shall be held statistical, factual or sold by each Fund and what portion of each Fund’s assets shall be held uninvested in cash, subject always to the provisions technical information or advice. The services of the Trust’s Agreement Adviser herein provided are not to be deemed exclusive and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information each, as may be amended from time to time, as set forth in the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fund, as shall be from time to time in effect, and such other limitations, policies and procedures as the Board may reasonably impose from time to time and provide in writing to the Adviser (the “Investment Policies”). To carry out such obligations, the Adviser shall exercise full discretion be free to render similar services or other services to others. [It is understood that Adviser performs investment advisory services for various clients and act that several individuals perform advisory services on behalf of Adviser for such clients (the "Advisory Representatives"). It is understood that Adviser does not require that the same advice be given by all Advisory Representatives with respect to a particular investment, and the Advisory Representative acting with respect to the Fund may give advice with respect to a particular investment different from other Advisory Representatives acting with respect to other clients of Adviser, depending upon each Advisory Representative's opinion with respect to the investment. The Fund agrees that Adviser may give advice and take action with respect to any of its clients which may differ from advice given or the timing or nature of action taken with respect to the Fund, so long as it is Adviser's policy, to the extent practical, to allocate investment opportunities to the Fund over a period of time on a fair and equitable basis relative to other clients. In addition, Adviser believes it to be proper that investment advisers invest their own personal funds in the same manner securities that are recommended to clients. Adviser, and with Directors and employees of Adviser, do make investments for their own account, which may be in securities purchased, sold or held for the same force and effect as each Fund itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each Fund’s investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust and each Fund. The Fund does not object to the fact that Adviser acknowledges and Directors and employees of Adviser may purchase, sell or hold securities that are purchased, sold or held for the Board retains ultimate authority over each Fund in a manner (including timing, prices and quantities) that differs from action taken or advice given for the Fund. It is understood that Adviser shall not have any obligation to purchase or sell, or to recommend for purchase or sale, for the Fund any security which Adviser, its principals, affiliates or employees may take purchase or sell for its or their own accounts or for the account of any and all actions necessary and reasonable to protect the interests of Fund shareholdersother client.]

Advisory Services. The Trust, on behalf of each Fund, hereby appoints You will regularly provide the Adviser to manage Fund with such investment advice as you in your discretion deem advisable and will furnish a continuous investment program for the investment and reinvestment of such Fund consistent with the Fund’s assets, subject to the supervision investment objectives and oversight of the Trust’s Board of Trustees (the “Board”) and the officers of the Trust, for the period and on the terms hereinafter set forth. The Adviser hereby accepts such appointment and agrees during such period to render the services and assume the obligations herein policies as set forth for in its then current Prospectus and Statement of Additional Information. You will determine the compensation herein provided. The Adviser shall, for all purposes herein, be deemed securities to be an independent contractor, and shall, unless otherwise expressly provided and authorized, have no authority to act for or to represent the Trust or a Fund in any way, or in any way be deemed an agent of the Trust or a Fund. The Adviser shall determine, from time to time, what securities shall be purchased for each the Fund, what the portfolio securities shall to be held or sold by each the Fund and what the portion of each the Fund’s assets shall to be held uninvested in cashuninvested, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information each, as may be amended from time to time, as set forth in the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fundrestrictions, as each of the same shall be from time to time in effect, and subject further to such other limitations, policies and procedures instructions as the Board of Trustees for the Trust (the “Board”) may reasonably impose from time to time establish. You will advise and provide assist the officers of the Trust in writing taking such steps as are necessary or appropriate to the Adviser (the “Investment Policies”). To carry out such obligations, the Adviser shall exercise full discretion decisions of the Board and act committees of the Board regarding the conduct of the business of the Fund. You also will be responsible for each Fund in the same manner and with the same force and effect as each Fund itself might or could do voting proxies with respect to purchasessecurities held by the Fund and reporting the Fund’s proxy voting record to the Fund’s administrator in the form required by the Securities and Exchange Commission (“SEC”) or its staff on Form N-PX. You may delegate any or all of the responsibilities, sales rights or other transactionsduties described in this Agreement, as well as with respect to all other or a portion of the Fund, to one or more sub-advisers who shall enter into agreements with you, provided that each sub-adviser and your agreement with such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each Fund’s investments shall in any way limit the right of sub-adviser are approved by the Board, including a majority of the Trustees who are not interested persons of you, the sub-adviser or the Trust, cast in person at a meeting called for the purpose of voting on such approval, and (unless exempted by an applicable order of the SEC or its sole discretionstaff issued under the Investment Company Act of 1940, to establish or revise policies in connection with as amended (the management “1940 Act”) a vote of the holders of a Fund’s assets or to otherwise exercise its right to control the overall management majority of the Trust and each outstanding voting securities of the Fund. The Adviser acknowledges that the Board retains ultimate authority over each Fund and may take Any such delegation shall not relieve you from any and all actions necessary and reasonable to protect the interests of Fund shareholdersliability hereunder.

Advisory Services. The TrustSubject to the oversight of the Board of Directors and the Adviser, on behalf you will regularly provide the Fund with advice concerning the investment management of each that portion of the Fund, hereby appoints ’s assets that are allocated to you (with subsequent references to “Fund” with respect to your obligations hereunder to refer only to the portion of the Fund allocated by the Adviser to manage you), which advice shall be consistent with the Organizational Documents, as amended or supplemented, and any investment guidelines or other instructions received in writing by you AQR Capital Management, LLC EMBARK CAYMAN FUND I LTD JANUARY 17, 2024 from the Adviser; provided that the Adviser shall provide you with reasonable advance notice of any change to investment objectives, policies, and reinvestment of such Fund’s assets, subject to the supervision and oversight of the Trust’s limitations. The Board of Trustees (Directors or the “Board”) and the officers of the Trust, for the period and on the terms hereinafter set forth. The Adviser hereby accepts such appointment and agrees during such period to render the services and assume the obligations herein set forth for the compensation herein provided. The Adviser shall, for all purposes herein, be deemed to be an independent contractor, and shall, unless otherwise expressly provided and authorized, have no authority to act for or to represent the Trust or a Fund in any way, or in any way be deemed an agent of the Trust or a Fund. The Adviser shall determinemay, from time to time, make additions to and withdrawals from the assets of the Fund allocated to you. You are hereby granted the authority, with respect to the portion of the Fund’s assets allocated to you, to (i) determine what securities and other financial instruments shall be purchased for each such portion of the Fund’s assets, what securities and other financial instruments shall be held or sold by each Fund such portions of the Fund’s assets, and what portion of each Fund’s such assets shall be held uninvested in cashuninvested, and (ii) place purchase and sell orders for investments and for other related transactions with respect to such portion of the Fund’s assets, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information each, as may be amended from time to time, as set forth in the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each the Fund, as each of the same shall be from time to time in effect, and other provisions of the Fund’s Organizational Documents, as amended or supplemented, or any investment guidelines or other instructions received by you in writing from the Adviser, and subject, further, to such other limitations, reasonable policies and procedures instructions as the Adviser and/or Board of Directors may from time to time establish and deliver to you. For the avoidance of doubt, notwithstanding the foregoing or anything else contained in this Agreement, you shall not be required to comply with any requirements related to an Organizational Document, investment objectives, policies, restrictions, guidelines, procedures, or instructions of the Fund, Board of Directors or Adviser, nor any amendment thereto, or any such requirements related to new policies, procedures or guidelines of the Fund, Board of Directors, or Adviser, unless the Adviser notifies you in writing of and provides you with a reasonable amount of time to implement, such requirements and such requirements do not cause (i) you to breach any legal, tax or regulatory requirement applicable to you as a sub-investment adviser to the Fund, and/or (ii) any loss, damage, liability, or competitive disadvantage to any other fund or account managed by you. You are authorized, as agent of the Fund, to give instructions to the Fund’s custodian with respect to portion of the Fund allocated to you by the Adviser in order to carry out your duties under the terms of this Agreement. In accordance with paragraph 5, you or your agent shall arrange for the placing of all orders for the purchase and sale of portfolio securities and other financial instruments with brokers or dealers selected by you for that portion of the Fund’s assets for which you serve as sub-investment adviser. In addition, you are authorized to negotiate, execute and acknowledge (all as the case may be) brokerage contracts, futures account agreements, ISDA Master Agreements, derivatives agreements, equity prime brokerage agreements, risk disclosure and other agreements on behalf of the Fund with brokers, dealers, futures commission merchants, banks or other agents or counterparties (each, a “Broker” for purposes of this paragraph) and perform such functions as you consider reasonable, necessary, or convenient in order to carry out the purposes of this Agreement. The Fund understands it will be bound by the terms of agreements executed by you on the Fund’s behalf to the same extent as if the Fund had executed such agreement directly. Under most such agreements, a Broker is generally granted a lien on, and a right to set off against, any of the Fund assets held in other accounts of the Fund maintained by such Broker, if any, in order to satisfy any indebtedness arising out of the trading activity, and the Broker has the right to liquidate the Fund’s account in the event of a default. The Fund will remain liable for any amounts owed to a Broker including any debit balances, losses, or other amounts due as a AQR Capital Management, LLC EMBARK CAYMAN FUND I LTD JANUARY 17, 2024 result of you trading on the Fund’s behalf, including commissions, subject to Section 6 hereof. You may establish accounts in the name of the Fund and place orders for the execution of transactions in accordance with Fund’s investment policies and objectives with or through any Broker that you may select in your own reasonable discretion (consistent with your broker selection procedures) and without notice to the Adviser or the Fund, provided that you will not execute transactions through Brokers that the Adviser has instructed you may not be used for the Fund (“Restricted Brokers”). Such Brokers are authorized to act on instructions from you, including, but not limited to instructions with respect to transferring money, securities, or other property between accounts held by such Broker or elsewhere on behalf of the Fund and to instruct the receipt or delivery of securities or property on behalf of the Fund. Brokers may rely on instructions from you until they have received written notice of the Adviser’s or Fund’s revocation, provided, however, that such revocation shall not be effective with respect to open positions or outstanding orders submitted by you but not yet executed. In order to meet margin or collateral requirements for futures, forwards, other derivative instruments or prime brokerage agreements, you may direct payments of cash, cash equivalents, and securities and other property into segregated accounts or FCM accounts established hereunder as you reasonably impose deem appropriate, provided that your actions are in accordance with the terms of this Agreement, the Investment Company Act and the rules and regulations thereunder. In the event the Adviser wishes to instruct you with respect to any Restricted Broker or to restrict securities otherwise eligible under the Organizational Documents (“Restricted Securities”) from being traded in or for the Fund, a list of such Restricted Brokers and Restricted Securities (a “Restricted List”) shall be sent in a format mutually agreed upon to you at XXXXxxxxxXxxxxxxxxxXxxxx@xxx.xxx. You shall not be responsible for compliance with a Restricted List unless such Restricted List has been sent to the e-mail address described above in this section or communicated through a process mutually agreeable to the parties. In furtherance of the foregoing, the Adviser hereby appoints you as the Fund’s agent and attorney-in-fact with full power and authority to do and perform every act necessary and appropriate to manage the Fund account in accordance with this Agreement. The Adviser represents that (i) it has full power and authority, under any applicable laws or other requirements, to appoint you as provided in this Agreement, and (ii) you may rely on such representation to the fullest extent necessary to perform its services under this Agreement. This power of attorney is a continuing power and shall remain in full force and effect as long as you act as sub-investment adviser of the Fund. You shall have no responsibility for actions taken in reliance on the Organizational Documents; the Fund’s written investment objectives and policies; and written instructions, each as in effect from time to time. You will use reasonable efforts to conform your conduct to, and manage the portion of the Fund’s assets allocated to you to comply with, the applicable provisions of the Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”), and all applicable rules and regulations thereunder, all other applicable federal and state laws and regulations, and with the provisions of the Fund’s Organizational Documents, as amended or supplemented. AQR Capital Management, LLC EMBARK CAYMAN FUND I LTD JANUARY 17, 2024 The Board has delegated to you discretionary authority to exercise voting rights with respect to all proxies solicited by or with respect to the issuers of securities and other investments in the portion of the assets of the Fund managed by you. You shall be responsible for the administration of the proxy voting process and exercise these voting rights or refrain from voting in accordance with your then-current proxy voting policy, procedures and/or guidelines, as provided to us from time to time and in accordance with your fiduciary responsibilities. The Adviser and the Fund acknowledge and agree that you may, in your sole discretion, engage a third-party proxy voting service in respect of the assets of the Fund allocated to you. You are authorized to instruct the Fund’s custodian(s) as necessary in order for you to receive proxies and shareholder communications relating to securities held in the portion of the Fund’s assets managed by you. You will maintain appropriate records detailing your voting of proxies on behalf of the Fund and, upon the Adviser’s reasonable request, will provide a report setting forth the names of the issuers, proposals voted on, how the Fund’s shares were voted and your resolution of any conflicts of interest. You will not be responsible for voting proxies if you or your designee have not received such proxies or related shareholder communications on a timely basis. You shall maintain written compliance policies and procedures in accordance with the requirements of Rule 206(4)-7 under the Investment Advisers Act. You agree to provide the Fund and the Adviser with such reports and certifications, provided that such reports and certifications relate only to your obligations hereunder, and with such access to your officers and employees, in each case as the Fund or Adviser may reasonably request for the purpose of assessing the adequacy of your compliance policies and procedures. You agree to notify the Adviser promptly upon detection of any material breach at the time of purchase of any of the Fund’s policies, guidelines, or procedures and of any material violation of any applicable law or regulation relating to that portion of the Fund’s assets allocated to you. You also agree to notify us promptly upon detection of any material violations of your compliance policies and procedures that relate to the Fund or your activities as an investment adviser generally, such as when the violation could be considered material to your advisory clients. For the avoidance of doubt, if by reasons of market movements, corporate actions, contributions to or withdrawals from the portion of the Fund allocated to you, a change in the nature of any investment (whether through change in business activity or credit rating) or any applicable law, or other events outside your control, the Fund ceases to comply with such policies, guidelines, or procedures, you will undertake reasonable efforts to remedy the non-compliance as soon as practicable after you becomes aware of the non-compliance. If remedied in accordance with this paragraph, or if the Adviser agrees in writing that you are not required to remedy all or part of the non-compliance, the non-compliance will not constitute a breach of this Agreement. You shall keep the Fund’s books and records to be maintained by you and, upon reasonable request, shall timely furnish to the Adviser (the “Investment Policies”). To carry out such obligations, information relating to your services hereunder needed by the Adviser to keep other books and records of the Fund required by Rule 31a-1 under the Investment Company Act. You agree that all records which you maintain for the Fund are the property of the Fund and you shall exercise full discretion surrender promptly upon request and act for each without any charge to the Fund any of such records required to be maintained by you, except that you may retain copies of such documents as may be required by applicable law. AQR Capital Management, LLC EMBARK CAYMAN FUND I LTD JANUARY 17, 2024 Upon reasonable request from the Adviser, you will reasonably assist the Fund in valuing securities or other financial instruments of the same manner Fund as may be requested from time to time by making available information of which you have knowledge related to the securities or other financial instruments being valued. For the avoidance of doubt, your obligations hereunder are to assist the Adviser and Fund only, and under no circumstances shall you be responsible or liable for liabilities arising from the valuation or pricing of securities, instruments, or other assets of the Fund. You shall as soon as reasonably practicable provide the Fund and the Adviser with any information you receive regarding class action claims or any other legal matters involving any security or other financial instrument held in the Fund and shall cooperate with the same force Fund and effect as each the Adviser to the extent necessary for the Fund itself might or could do the Adviser to pursue and/or participate in any such action or matter. You shall have no responsibility for filing claims on behalf of the Adviser or the Fund with respect to purchases, sales or other transactions, as well as any such actions. Your responsibility with respect to all other such things necessary matters solely shall be to comply with the foregoing obligations specified in this paragraph. You shall not be responsible for the preparation or incidental filing of any reports required of the Fund, Adviser, or the Adviser with respect to the furtherance Fund by any governmental or conduct regulatory agency, except as expressly agreed to in writing. In the performance of your duties hereunder, you are and shall be an independent contractor and unless otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent the Fund in any way or otherwise be deemed to be an agent of the Fund or of the Adviser. You will make your officers and employees available to meet with the Fund’s Board of Directors or Adviser’s officers, upon reasonable request and reasonable notice, to review the investments and investment program of the portion of the Fund’s assets allocated to you in light of current and prospective economic and market conditions. You will cooperate with the Fund’s independent public accountants and take all reasonable action in the performance of services and obligations under this Agreement to make available to such purchases, sales or other transactionsaccountants the information regarding the Fund reasonably requested by such accountants relating to the scope of their audit. No reference Nothing in this Agreement to the Adviser having full discretionary authority over each Fund’s investments shall in any way limit or restrict the right of the Boardany of your directors, officers and employees to engage in its sole discretion, any other business or to establish devote his or revise policies her time and attention in connection with part to the management or other aspects of any business, whether of a Fund’s assets similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to otherwise exercise its right render service of any kind to any other corporation, firm, individual or association. You may not delegate to any person, including to one or more companies that you control, are controlled by, or are under common control with, or to specified employees of any such companies, any of your duties under this Agreement without the overall management prior written consent of the Trust and each Fund. The Adviser acknowledges that the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable to protect the interests of Fund shareholdersAdviser.

Advisory Services. The Trust, on behalf of each Fund, Advisers hereby appoints appoint the Sub-Adviser to manage act as an investment adviser to the investment Fund for the periods and reinvestment of on the terms herein set forth. The Sub-Adviser accepts such Fund’s assetsappointment and agrees to render the services herein set forth, for the compensation herein provided. The Sub-Adviser shall, subject to the supervision and oversight of the Trust’s Board Advisers, manage the investment and reinvestment of Trustees (the “Board”) and the officers such portion of the Trust, for the period and on the terms hereinafter set forth. The Adviser hereby accepts such appointment and agrees during such period to render the services and assume the obligations herein set forth for the compensation herein provided. The Adviser shall, for all purposes herein, be deemed to be an independent contractor, and shall, unless otherwise expressly provided and authorized, have no authority to act for or to represent the Trust or a Fund in any way, or in any way be deemed an agent assets of the Trust or a Fund. The Adviser shall determine, as the Advisers may from time to time, what securities shall be purchased for each Fund, what securities shall be held or sold by each Fund and what portion of each Fund’s assets shall be held uninvested in cash, subject always time allocate to the provisions Sub-Adviser for management (the "Sub-Advised Assets"). The Sub-Adviser shall manage the Sub-Advised Assets in conformity with (i) the investment objective, policies and restrictions of the Fund set forth in the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s 's prospectus and statement of additional information eachrelating to the Fund, as they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the Advisers, the Trust's Chief Compliance Officer, or by the Trust's Board of Trustees ("Board") that have been furnished in writing to the Sub-Adviser, (ii) the asset diversification tests applicable to regulated investment companies pursuant to section 851(b)(3) of the Internal Revenue Code, (iii) the written instructions and directions received from the Advisers and the Trust as set forth delivered; and (iv) the requirements of the Investment Company Act of 1940 (the "1940 Act"), the Investment Advisers Act of 1940 ("Advisers Act"), and all other federal and state laws applicable to registered investment companies and the Sub-Adviser's duties under this Agreement, all as may be in effect from time to time. The foregoing are referred to below together as the "Policies." For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Sub-Advised Assets as though the Sub-Advised Assets constituted the entire Fund, and the Sub-Adviser shall not be responsible in any way for the compliance of any assets of the Fund, other than the Sub-Advised Assets, with the Policies. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Advisers, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Fund, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Sub-Advised Assets may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 1(b), however, (i) the Sub-Adviser shall, upon and in accordance with written instructions from either of the Advisers, effect such portfolio transactions for the Sub-Advised Assets as the Adviser shall determine are necessary in order for the Fund to comply with the Policies, and (ii) upon written notice to the Sub-Adviser, the Advisers may effect in-kind redemptions with shareholders of the Fund with securities included within the Sub-Advised Assets. Absent instructions from the Advisers or the officers of the Trust to the contrary, the Sub-Adviser shall place orders pursuant to its determinations either directly with the issuer or with any broker and/or dealer or other person who deals in the securities in which the Fund is trading. With respect to common and preferred stocks, in executing portfolio transactions and selecting brokers or dealers, the Sub-Adviser shall use its best judgment to obtain the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best overall terms available and in selecting the broker or dealer to execute a particular transaction, the Sub-Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Fund and/or other account over which the Sub-Adviser and/or an affiliate of the Sub-Adviser exercises investment discretion. With respect to securities other than common and preferred stocks, in placing orders with brokers, dealers or other persons, the Sub-Adviser shall attempt to obtain the best net price and execution of its orders, provided that to the extent the execution and price available from more than one broker, dealer or other such person are believed to be comparable, the Sub-Adviser may, at its discretion but subject to applicable law, select the executing broker, dealer or such other person on the basis of the Sub-Adviser's opinion of the reliability and quality of such broker, dealer or such other person; broker or dealers selected by the Sub-Adviser for the purchase and sale of securities or other investment instruments for the Sub-Advised Assets may include brokers or dealers affiliated with the Sub-Adviser, provided such orders comply with Rules 17e-1 and 10f-3 under the 1940 Act and the Trust’s registration statement 's Rule 17e-1 and Rule 10f-3 Procedures, respectively, in all respects or any other applicable exemptive rules or orders applicable to the Sub-Adviser. Notwithstanding the foregoing, the Sub-Adviser will not effect any transaction with a broker or dealer that is an "affiliated person" (as defined under the 0000 Xxx) of the Sub-Adviser or the Advisers without the prior approval of the Advisers. The Advisers shall provide the Sub-Adviser with a list, in writing, of brokers or dealers that are affiliated persons of the Advisers and shall provide the Sub-Adviser with written notice of any such changes to such list. The Sub-Adviser acknowledges that the Advisers and the Trust may rely on Form N-1A (the “Registration Statement”) Rules 17a-7, 17a-10, 10f-3 and 17e-1 under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed Sub-Adviser hereby agrees that it shall not consult with the U.S. Securities and Exchange Commission (the “SEC”), and any other investment adviser to the investment objectives, policies and restrictions of each Fund, as shall be from time to time in effect, and such other limitations, policies and procedures as the Board may reasonably impose from time to time and provide in writing to the Adviser (the “Investment Policies”). To carry out such obligations, the Adviser shall exercise full discretion and act for each Fund in the same manner and with the same force and effect as each Fund itself might or could do Trust with respect to purchasestransactions in securities for the Sub-Advised Assets or any other transactions in the Trust's assets, sales or other transactions, as well as with respect to all other such things necessary or incidental to than for the furtherance or conduct purposes of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each Fund’s investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection complying with the management conditions of a Fund’s assets or to otherwise exercise its right to control paragraphs (a) and (b) of Rule 12d3-1 under the overall management of the Trust and each Fund. The Adviser acknowledges that the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable to protect the interests of Fund shareholders1940 Act.

Advisory Services. The Trust, on behalf of each Fund, hereby appoints You will regularly provide the Adviser to manage Fund with advice concerning the investment and reinvestment management of such Fund’s assets, subject to the supervision and oversight that portion of the Trust’s Fund's assets that are allocated to you, which advice shall be consistent with the investment objectives and policies of the Fund as set forth in the Fund's Prospectus and Statement of Additional Information and any investment guidelines or other instructions received in writing from the Adviser. The Board of Trustees (or the “Board”) and the officers of the Trust, for the period and on the terms hereinafter set forth. The Adviser hereby accepts such appointment and agrees during such period to render the services and assume the obligations herein set forth for the compensation herein provided. The Adviser shall, for all purposes herein, be deemed to be an independent contractor, and shall, unless otherwise expressly provided and authorized, have no authority to act for or to represent the Trust or a Fund in any way, or in any way be deemed an agent of the Trust or a Fund. The Adviser shall determinemay, from time to time, make additions to and withdrawals from the assets of the Fund allocated to you. You will determine what securities financial instruments shall be purchased for each such portion of the Fund's assets, what securities financial instruments shall be held or sold by each Fund such portions of the Fund's assets, and what portion of each Fund’s such assets shall be held uninvested in cashuninvested, subject always to the provisions of the Trust’s Agreement and 's Declaration of Trust, Trust and By-Laws and each Fund’s prospectus and statement of additional information each, as may be amended from time to time, as set forth in the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”)Laws, and to the investment objectives, policies and restrictions of each the Fund, as each of the same shall be from time to time in effecteffect as set forth in the Fund's Prospectus and Statement of Additional Information, or any investment guidelines or other instructions received in writing from the Adviser, and subject, further, to such other limitations, policies and procedures instructions as the Board of Trustees may reasonably impose from time to time establish and deliver to you. In accordance with paragraph 5, you or your agent shall arrange for the placing of all orders for the purchase and sale of portfolio financial instruments with brokers or dealers selected by you for that portion of the Fund's assets for which you serve as sub-investment adviser. The Adviser shall provide you with written statements of the Declaration of Trust; the By-Laws; the Fund's written investment objectives and policies; the Prospectus and Statement of Additional Information and instructions, as in writing effect from time to time; and you shall have no responsibility for actions taken in reliance on any such documents. You will conform your conduct to, and will ensure that your management of the portion of the Fund's assets allocated to you complies with, the Investment Company Act and Investment Advisers Act and all rules and regulations thereunder, the requirements for qualification of the Fund as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), all other applicable federal and state laws and regulations, and with the provisions of the Fund's Registration Statement as amended or supplemented under the Securities Act of 1933, as amended, and the Investment Company Act. You shall maintain written compliance policies and procedures that you reasonably believe are reasonably designed to prevent yourself and, as a result, the Fund from violating applicable federal securities laws relating to that portion of the Fund's assets allocated to you. You agree to provide the Trust and the Adviser with such reports and certifications and with such access to your officers and employees that the Trust or Adviser may reasonably request for the purpose of assessing the adequacy of your compliance policies and procedures. You agree to notify the Adviser promptly upon detection of any breach of any of the Fund's policies, guidelines or procedures and of any violation of any applicable law or regulation, including the Investment Company Act and Subchapter M of the Code, relating to that portion of the Fund's assets allocated to you. You also agree to notify us promptly upon detection of any material violations of your compliance policies and procedures that relate to the Fund or your activities as an investment adviser generally, such as when the violation could be considered material to your advisory clients. You shall keep the Fund's books and records to be maintained by you and shall timely furnish to the Adviser (the “Investment Policies”). To carry out such obligations, all information relating to your services hereunder needed by the Adviser to keep the other books and records of the Fund required by Rule 31a-1 under the Investment Company Act. You agree that all records which you maintain for the Fund are the property of the Fund and you shall exercise full discretion surrender promptly and without any charge to the Fund any of such records required to be PACIFIC INVESTMENT MANAGEMENT COMPANY LLC HARBOR REAL RETURN (INFLATION PROTECTED) FUND DECEMBER 1, 2005 maintained by you, provided that you may retain a copy as required for regulatory recordkeeping purposes. In the performance of your duties hereunder, you are and shall be an independent contractor and unless otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for each or represent the Trust or the Fund in any way or otherwise be deemed to be an agent of the same manner Trust or the Fund or of the Adviser. You will make your officers and employees available to meet with the same force Trustees and effect the Trust's or Adviser's officers at least quarterly on due notice to review the investments and investment program of the portion of the Fund's assets allocated to you in light of current and prospective economic and market conditions. Nothing in this Agreement shall limit or restrict the right of any of your directors, officers and employees to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to render service of any kind to any other corporation, firm, individual or association, except as each specifically prescribed in Section 4. You shall not be responsible for taking any action to vote proxies for publicly traded equity securities. Notwithstanding the foregoing, you may receive information concerning assets held in the Account, including without limitation, conversion rights, subscription rights, warrants, options, pendency of calls, maturities of securities, expiration of rights, tender or exchange offers, or any other right or power requiring a discretionary decision by you. With respect to assets other than publicly traded equity securities, you shall, when in the best interests of the Fund itself might exercise such rights and/ or could do powers. Additionally, you may receive and take action with respect to purchasesdebt restructurings, sales reorganizations, refinancings or other transactions, as well as similar events with respect to all other such things necessary securities or incidental loans held in the Fund's portfolio, and may receive and take action with respect to proxies for private equity securities. Your investment authority shall include the furtherance or conduct of such purchasesauthority to purchase, sales or other transactions. No reference sell, cover open positions, and generally to deal in this Agreement to the Adviser having full discretionary authority over each Fund’s investments shall in any way limit the right of the Boardfinancial futures contracts and options thereon, in its sole discretion, to establish or revise policies in connection accordance with the management of a Fund’s assets or to otherwise exercise its right to control SAI and Prospectus for the overall management of the Trust and each FundTrust. The Adviser acknowledges that will: (i) open and maintain brokerage accounts for financial futures and options (such accounts hereinafter referred to as "brokerage accounts") on behalf of and in the Board retains ultimate authority over each name of the Fund and may take any (ii) execute for and all actions on behalf of the Fund, standard customer agreements with a broker or brokers. You may, using such of the securities and other property in the Fund's portfolio as you deem necessary or desirable, direct the custodian to deposit on behalf of the Fund's portfolio, original and reasonable maintenance brokerage deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to protect such brokers as you deem desirable or appropriate. You have delivered to us a copy of your Disclosure Document, as amended, dated June 1, 2005, on file with the interests Commodity Futures Trading Commission. We hereby acknowledge receipt of Fund shareholderssuch copy.

Advisory Services. The Trust, on behalf of each Fund, Advisers hereby appoints appoint the Sub-Adviser to manage act as an investment adviser to the investment Fund for the periods and reinvestment of on the terms herein set forth. The Sub-Adviser accepts such Fund’s assetsappointment and agrees to render the services herein set forth, for the compensation herein provided. The Sub-Adviser shall, subject to the supervision and oversight of the Trust’s Board Advisers, manage the investment and reinvestment of Trustees (the “Board”) and the officers such portion of the Trust, for the period and on the terms hereinafter set forth. The Adviser hereby accepts such appointment and agrees during such period to render the services and assume the obligations herein set forth for the compensation herein provided. The Adviser shall, for all purposes herein, be deemed to be an independent contractor, and shall, unless otherwise expressly provided and authorized, have no authority to act for or to represent the Trust or a Fund in any way, or in any way be deemed an agent assets of the Trust or a Fund. The Adviser shall determine, as the Advisers may from time to time, what securities shall be purchased for each Fund, what securities shall be held or sold by each Fund and what portion of each Fund’s assets shall be held uninvested in cash, subject always time allocate to the provisions Sub-Adviser for management (the "Sub-Advised Assets"). The Sub-Adviser shall manage the Sub-Advised Assets in conformity with (i) the investment objective, policies and restrictions of the Fund set forth in the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s 's prospectus and statement of additional information eachrelating to the Fund, as they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the Advisers, the Trust's Chief Compliance Officer, or by the Trust's Board of Trustees ("Board") that have been furnished in writing to the Sub-Adviser, (ii) the asset diversification tests applicable to regulated investment companies pursuant to section 851(b)(3) of the Internal Revenue Code, (iii) the written instructions and directions received from the Advisers and the Trust as set forth delivered; and (iv) the requirements of the Investment Company Act of 1940 (the "1940 Act"), the Investment Advisers Act of 1940 ("Advisers Act"), and all other federal and state laws applicable to registered investment companies and the Sub-Adviser's duties under this Agreement, all as may be in effect from time to time. The foregoing are referred to below together as the "Policies." For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Sub-Advised Assets as though the Sub-Advised Assets constituted the entire Fund, and the Sub-Adviser shall not be responsible in any way for the compliance of any assets of the Fund, other than the Sub-Advised Assets, with the Policies. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Advisers, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Fund, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Sub-Advised Assets may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 1(b), however, (i) the Sub-Adviser shall, upon and in accordance with written instructions from either of the Advisers, effect such portfolio transactions for the Sub-Advised Assets as the Adviser shall determine are necessary in order for the Fund to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Advisers may effect in-kind redemptions with shareholders of the Fund with securities included within the Sub-Advised Assets. Absent instructions from the Advisers or the officers of the Trust to the contrary, the Sub-Adviser shall place orders pursuant to its determinations either directly with the issuer or with any broker and/or dealer or other person who deals in the securities in which the Fund is trading. With respect to common and preferred stocks, in executing portfolio transactions and selecting brokers or dealers, the Sub-Adviser shall use its best judgment to obtain the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best overall terms available and in selecting the broker or dealer to execute a particular transaction, the Sub-Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Fund and/or other account over which the Sub-Adviser and/or an affiliate of the Sub-Adviser exercises investment discretion. With respect to securities other than common and preferred stocks, in placing orders with brokers, dealers or other persons, the Sub-Adviser shall attempt to obtain the best net price and execution of its orders, provided that to the extent the execution and price available from more than one broker, dealer or other such person are believed to be comparable, the Sub-Adviser may, at its discretion but subject to applicable law, select the executing broker, dealer or such other person on the basis of the Sub-Adviser's opinion of the reliability and quality of such broker, dealer or such other person; broker or dealers selected by the Sub-Adviser for the purchase and sale of securities or other investment instruments for the Sub-Advised Assets may include brokers or dealers affiliated with the Sub-Adviser, provided such orders comply with Rules 17e-1 and 10f-3 under the 1940 Act and the Trust’s registration statement 's Rule 17e-1 and Rule 10f-3 Procedures, respectively, in all respects or any other applicable exemptive rules or orders applicable to the Sub-Adviser. Notwithstanding the foregoing, the Sub-Adviser will not effect any transaction with a broker or dealer that is an "affiliated person" (as defined under the 0000 Xxx) of the Sub-Adviser or the Advisers without the prior approval of the Advisers. The Advisers shall provide the Sub-Adviser with a list of brokers or dealers that are affiliated persons of the Advisers. The Sub-Adviser acknowledges that the Advisers and the Trust may rely on Form N-1A (the “Registration Statement”) Rules 17a-7, 17a-10, 10f-3 and 17e-1 under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed Sub-Adviser hereby agrees that it shall not consult with the U.S. Securities and Exchange Commission (the “SEC”), and any other investment adviser to the investment objectives, policies and restrictions of each Fund, as shall be from time to time in effect, and such other limitations, policies and procedures as the Board may reasonably impose from time to time and provide in writing to the Adviser (the “Investment Policies”). To carry out such obligations, the Adviser shall exercise full discretion and act for each Fund in the same manner and with the same force and effect as each Fund itself might or could do Trust with respect to purchasestransactions in securities for the Sub-Advised Assets or any other transactions in the Trust's assets, sales or other transactions, as well as with respect to all other such things necessary or incidental to than for the furtherance or conduct purposes of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each Fund’s investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection complying with the management conditions of a Fund’s assets or to otherwise exercise its right to control paragraphs (a) and (b) of Rule 12d3-1 under the overall management of the Trust and each Fund. The Adviser acknowledges that the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable to protect the interests of Fund shareholders1940 Act.

Advisory Services. The Trust, on behalf of each Fund, Fund hereby appoints the Adviser to manage the act as investment and reinvestment of such Fund’s assets, subject adviser to the supervision and oversight of Fund with respect to the Trust’s Board of Trustees (assets belonging to the “Board”) and the officers of the TrustFund's common stock, $1.00 par value, for the period and on the terms hereinafter set forthforth in this Agreement. Shares of the Fund's common stock, $1.00 par value, are referred to herein as "Fund Shares". The Adviser hereby accepts such appointment and agrees during such period to render the services and assume the obligations herein set forth forth, for the compensation herein provided. The Fund, at its option, may also appoint the Adviser shallto act as investment adviser to the Fund hereunder with respect to the assets belonging to any other class of capital stock of the Fund from time to time created, but the Adviser shall not be required to accept any such appointment. The Adviser shall furnish investment research and advice to the Fund and shall manage the investment and reinvestment of the assets and its business affairs and matters incidental thereto, all subject to the supervision of the Board of Directors of the Fund and subject to the provisions of the Certificate of Incorporation (as defined in paragraph 3(a) of this Agreement) and By-Laws (as defined in paragraph 3(b) of this Agreement) of the Fund and any resolution, rules or regulations adopted by the Board of Directors of the Fund. The Adviser shall for all purposes herein, herein provided be deemed to be an independent contractor, contractor and shall, unless otherwise expressly provided and authorizedherein or authorized by the Board of Directors of the Fund from time to time, have no authority to act for or to represent the Trust or a Fund in any way, way or in any way otherwise be deemed an agent of for the Trust or a Fund. The Adviser Fund shall determinealso be free to retain, from time at its own expense, other persons to timeprovide it with any services whatsoever including, what securities shall be purchased for each Fundbut not limited to, what securities shall be held statistical, factual or sold by each Fund and what portion of each Fund’s assets shall be held uninvested in cash, subject always to the provisions technical information or advice. The services of the Trust’s Agreement Adviser herein provided are not to be deemed exclusive and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information each, as may be amended from time to time, as set forth in the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fund, as shall be from time to time in effect, and such other limitations, policies and procedures as the Board may reasonably impose from time to time and provide in writing to the Adviser (the “Investment Policies”). To carry out such obligations, the Adviser shall exercise full discretion and act for each Fund in the same manner and with the same force and effect as each Fund itself might or could do with respect be free to purchases, sales render similar services or other transactions, as well as with respect services to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each Fund’s investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust and each Fund. The Adviser acknowledges that the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable to protect the interests of Fund shareholdersothers.

Advisory Services. The Trust, on behalf of each Fund, hereby appoints You will regularly provide the Adviser to manage Fund with such investment advice as you in your discretion deem advisable and will furnish a continuous investment program for the investment and reinvestment of such Fund consistent with the Fund’s assets, subject to the supervision investment objectives and oversight of the Trust’s Board of Trustees (the “Board”) and the officers of the Trust, for the period and on the terms hereinafter set forth. The Adviser hereby accepts such appointment and agrees during such period to render the services and assume the obligations herein policies as set forth for in its then current Prospectus and Statement of Additional Information. You will determine the compensation herein provided. The Adviser shall, for all purposes herein, be deemed securities to be an independent contractor, and shall, unless otherwise expressly provided and authorized, have no authority to act for or to represent the Trust or a Fund in any way, or in any way be deemed an agent of the Trust or a Fund. The Adviser shall determine, from time to time, what securities shall be purchased for each the Fund, what the portfolio securities shall to be held or sold by each the Fund and what the portion of each the Fund’s assets shall to be held uninvested in cashuninvested, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information each, as may be amended from time to time, as set forth in the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fundrestrictions, as each of the same shall be from time to time in effect, and subject further to such other limitations, policies and procedures instructions as the Board of Trustees for the Trust {the “Board”) may reasonably impose from time to time establish. You will advise and provide assist the officers of the Trust in writing taking such steps as are necessary or appropriate to the Adviser (the “Investment Policies”). To carry out such obligations, the Adviser shall exercise full discretion decisions of the Board and act committees of the Board regarding the conduct of the business of the Fund. You also will be responsible for each Fund in the same manner and with the same force and effect as each Fund itself might or could do voting proxies with respect to purchasessecurities held by the Fund and reporting the Fund’s proxy voting record to the Fund’s administrator in the form required by the Securities and Exchange Commission (“SEC”) or its staff on Form N-PX. You may delegate any or all of the responsibilities, sales rights or other transactionsduties described in this Agreement, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each Fund’s investments shall in any way limit the right a portion of the Board, in its sole discretionFund, to establish one or revise policies more sub-advisers who shall enter into agreements with you; provided that each sub-adviser and your agreement with such sub-adviser are approved by the Board including a majority of the Trustees who are not interested persons of you, the sub-adviser or of the Trust, cast in connection with person at a meeting called for the management purpose of voting on such approval, and (unless exempted by an applicable order of the SEC or its staff issued under the Investment Company Act of 1940, as amended (the “1940 Act”)) by a vote of the holders of a Fund’s assets or to otherwise exercise its right to control the overall management majority of the Trust and each outstanding voting securities of the Fund. The Adviser acknowledges that the Board retains ultimate authority over each Fund and may take Any such delegation shall not relieve you from any and all actions necessary and reasonable to protect the interests of Fund shareholdersliability hereunder.

Advisory Services. The Trust, on behalf of each Fund, hereby appoints the Adviser to manage the investment and reinvestment of such Fund’s assets, subject to the supervision and oversight of the Trust’s Board of Trustees (the “Board”) and the officers of the Trust, for the period and on the terms hereinafter set forth. The Adviser hereby accepts such appointment and agrees during such period to render the services and assume the obligations herein set forth for the compensation herein provided. The Adviser shall, for all purposes herein, be deemed to be an independent contractor, and shall, unless otherwise expressly provided and authorized, have no authority to act for or to represent the Trust or a Fund in any way, or in any way be deemed an agent of the Trust or a Fund. The Adviser shall determine, from time to time, what securities shall be purchased for each Fund, what securities shall be held or sold by each Fund and what portion of each Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information each, as may be amended from time to time, as set forth in the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fund, as shall be from time to time in effect, and such other limitations, policies and procedures as the Board may reasonably impose from time to time and provide in writing to the Adviser (the “Investment Policies”). To carry out such obligations, the Adviser shall exercise full discretion and act for each Fund in the same manner and with the same force and effect as each Fund itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each Fund’s investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust and each Fund. The Adviser acknowledges that the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable to protect the interests of Fund shareholders.

Advisory Services. The Trust, on behalf of each Fund, Advisers hereby appoints appoint the Sub-Adviser to manage act as an investment adviser to the investment Fund for the periods and reinvestment of on the terms herein set forth. The Sub-Adviser accepts such Fund’s assetsappointment and agrees to render the services herein set forth, for the compensation herein provided. The Sub-Adviser shall, subject to the supervision and oversight of the Trust’s Board Advisers, manage the investment and reinvestment of Trustees (the “Board”) and the officers such portion of the Trust, for the period and on the terms hereinafter set forth. The Adviser hereby accepts such appointment and agrees during such period to render the services and assume the obligations herein set forth for the compensation herein provided. The Adviser shall, for all purposes herein, be deemed to be an independent contractor, and shall, unless otherwise expressly provided and authorized, have no authority to act for or to represent the Trust or a Fund in any way, or in any way be deemed an agent assets of the Trust or a Fund. The Adviser shall determine, as the Advisers may from time to time, what securities shall be purchased for each Fund, what securities shall be held or sold by each Fund and what portion of each Fund’s assets shall be held uninvested in cash, subject always time allocate to the provisions Sub-Adviser for management (the "Sub-Advised Assets"). The Sub-Adviser shall manage the Sub-Advised Assets in conformity with (i) the investment objective, policies and restrictions of the Fund set forth in the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s 's prospectus and statement of additional information eachrelating to the Fund, as they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the Advisers, the Trust's Chief Compliance Officer, or by the Trust's Board of Trustees ("Board") that have been furnished in writing to the Sub-Adviser, (ii) the asset diversification tests applicable to regulated investment companies pursuant to section 851(b)(3) of the Internal Revenue Code, (iii) the written instructions and directions received from the Advisers and the Trust as set forth delivered; and (iv) the requirements of the Investment Company Act of 1940 (the "1940 Act"), the Investment Advisers Act of 1940 ("Advisers Act"), and all other federal and state laws applicable to registered investment companies and the Sub-Adviser's duties under this Agreement, all as maybe in effect from time to time. The foregoing are referred to below together as the "Policies." For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Sub-Advised Assets as though the Sub-Advised Assets constituted the entire Fund, and the Sub-Adviser shall not be responsible in any way for the compliance of any assets of the Fund, other than the Sub-Advised Assets, with the Policies. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Advisers, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Fund, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Sub-Advised Assets may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 1(b), however, (i) the Sub-Adviser shall, upon and in accordance with written instructions from either of the Advisers, effect such portfolio transactions for the Sub-Advised Assets as the Adviser shall determine are necessary in order for the Fund to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Advisers may effect in-kind redemptions with shareholders of the Fund with securities included within the Sub-Advised Assets. Absent instructions from the Advisers or the officers of the Trust to the contrary, the Sub-Adviser shall place orders pursuant to its determinations either directly with the issuer or with any broker and/or dealer or other person who deals in the securities in which the Fund is trading. With respect to common and preferred stocks, in executing portfolio transactions and selecting brokers or dealers, the Sub-Adviser shall use its best judgment to obtain the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best overall terms available and in selecting the broker or dealer to execute a particular transaction, the Sub-Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Fund and/or other account over which the Sub-Adviser and/or an affiliate of the Sub-Adviser exercises investment discretion. With respect to securities other than common and preferred stocks, in placing orders with brokers, dealers or other persons, the Sub-Adviser shall attempt to obtain the best net price and execution of its orders, provided that to the extent the execution and price available from more than one broker, dealer or other such person are believed to be comparable, the Sub-Adviser may, at its discretion but subject to applicable law, select the executing broker, dealer or such other person on the basis of the Sub-Adviser's opinion of the reliability and quality of such broker, dealer or such other person; broker or dealers selected by the Sub-Adviser for the purchase and sale of securities or other investment instruments for the Sub-Advised Assets may include brokers or dealers affiliated with the Sub-Adviser, provided such orders comply with Rules 17e-1 and 10f-3 under the 1940 Act and the Trust’s registration statement 's Rule 17e-1 and Rule 10f-3 Procedures, respectively, in all respects, or any other applicable exemptive rules or orders applicable to the Sub-Adviser. Notwithstanding the foregoing, the Sub-Adviser will not effect any transaction with a broker or dealer that is an "affiliated person" (as defined under the 0000 Xxx) of the Sub-Adviser or the Advisers without the prior approval of the Advisers. The Advisers shall provide the Sub-Adviser with a list of brokers or dealers that are affiliated persons of the Advisers. The Sub-Adviser acknowledges that the Advisers and the Trust may rely on Form N-1A (the “Registration Statement”) Rules 17a-7, 17a-10, 10f-3 and 17e-1 under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed Sub-Adviser hereby agrees that it shall not consult with the U.S. Securities and Exchange Commission (the “SEC”), and any other investment adviser to the investment objectives, policies and restrictions of each Fund, as shall be from time to time in effect, and such other limitations, policies and procedures as the Board may reasonably impose from time to time and provide in writing to the Adviser (the “Investment Policies”). To carry out such obligations, the Adviser shall exercise full discretion and act for each Fund in the same manner and with the same force and effect as each Fund itself might or could do Trust with respect to purchasestransactions in securities for the Sub-Advised Assets or any other transactions in the Trust's assets, sales or other transactions, as well as with respect to all other such things necessary or incidental to than for the furtherance or conduct purposes of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each Fund’s investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection complying with the management conditions of a Fund’s assets or to otherwise exercise its right to control paragraphs (a) and (b) of Rule 12d3-1 under the overall management of the Trust and each Fund. The Adviser acknowledges that the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable to protect the interests of Fund shareholders1940 Act.

Advisory Services. The Subject to the supervision of the Investment Adviser and the Trust's Board of Trustees, you will provide a continuous investment program for the Fund, including Investment research and management with respect to all securities, investments and cash equivalents in the Fund's portfolio. You will determine from time to time what securities and other investments will be purchased, retained or sold by the Fund and will place orders for purchases and sales on behalf of each the Fund. You will provide services under this Agreement in accordance with the Fund's investment objective, hereby appoints policies and restrictions as stated in the Adviser to manage the investment Fund's Prospectus and reinvestment of such Fund’s assets, subject to the supervision and oversight in resolutions of the Trust’s 's Board of Trustees (Trustees. In the “Board”) performance of your duties hereunder, you are and the officers of the Trust, for the period and on the terms hereinafter set forth. The Adviser hereby accepts such appointment and agrees during such period to render the services and assume the obligations herein set forth for the compensation herein provided. The Adviser shall, for all purposes herein, be deemed to shall be an independent contractor, contractor and shall, unless otherwise expressly provided and authorizedherein or otherwise authorized in writing, shall have no authority to act for or to represent the Trust or a Fund in any way, or in any way or otherwise be deemed to be an agent of the Trust or a Fund. The Adviser shall determine, from time to time, what securities shall be purchased for each Fund, what securities shall be held or sold by each Fund and what portion of each Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement Adviser. You will make your officers and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information each, as may be amended from time employees available to time, as set forth in meet with the Trust’s registration statement 's officers and Trustees at least quarterly on Form N-1A (due notice to review the “Registration Statement”) under investments and investment program of the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fund, as shall be from time to time in effect, and such other limitations, policies and procedures as the Board may reasonably impose from time to time and provide in writing to the Adviser (the “Investment Policies”). To carry out such obligations, the Adviser shall exercise full discretion and act for each Fund in the same manner light of current and prospective economic and market conditions. In compliance with the same force and effect as each requirements of Rule 31a-3 under the Investment Company Act of 1940 (the "Act"), you agree that all records which you maintain for the Fund itself might or could do with respect are the property of the Fund. You further agree to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental surrender promptly to the furtherance or conduct Fund any such records upon the Fund's request. You agree to preserve for the periods prescribed by Rule 31c-2 under the Act the records required to be maintained by Rule 31a-1 under the Act. You will treat confidentially and as proprietary information of such purchases, sales or the Fund all records and other transactions. No reference in this Agreement information relative to the Adviser having full discretionary authority over each Fund’s investments shall Fund and prior, present or potential shareholders and will not use such records and information for any purpose other than the performance of your responsibilities, except after prior notification and approval in any way limit writing by the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust and each Fund. The Adviser acknowledges that the Board retains ultimate authority over each Fund Such approval shall not be unreasonably withheld and may take any and all actions necessary and reasonable not be withheld where you may be exposed to protect civil or criminal contempt proceedings for failure to comply when requested to divulge such information by duly constituted authorities or when requested by the interests of Fund shareholdersFund.

Advisory Services. The Trust, on behalf of each Fund, hereby appoints You will regularly provide the Adviser to manage Fund with advice concerning the investment and reinvestment of such Fund’s assets, subject to the supervision and oversight management of the Trust’s Board of Trustees (Fund's portfolio, which advice shall be consistent with the “Board”) investment objective and the officers policies of the Trust, for the period and on the terms hereinafter set forth. The Adviser hereby accepts such appointment and agrees during such period to render the services and assume the obligations herein set forth for the compensation herein provided. The Adviser shall, for all purposes herein, be deemed to be an independent contractor, and shall, unless otherwise expressly provided and authorized, have no authority to act for or to represent the Trust or a Fund in any way, or in any way be deemed an agent of the Trust or a Fund. The Adviser shall determine, from time to time, You will determine what securities shall be purchased for each the Fund's assets, what securities shall be held or sold by each Fund the Fund, and what portion of each Fund’s such assets shall be held uninvested in cashuninvested, subject always to the provisions of the Trust’s Agreement and 's Declaration of Trust, Trust and By-Laws and each Fund’s prospectus and statement the Investment Company Act of additional information each1940, as may be amended from time to time, as set forth in the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”)amended, and to the investment objectives, policies and restrictions of each the Fund, as each of the same shall be from time to time in effecteffect and subject, and further, to such other limitations, policies and procedures instructions as the Board of Trustees may reasonably impose from time to time establish. In accordance with paragraph 5, you or your agent shall arrange for the placing of all orders for the purchase and sale of portfolio securities for the Fund's account with brokers or dealers selected by you. The Adviser shall provide you with written statements of such Declaration; By-laws; investment objectives and policies; and instructions, as in writing effect from time to time; and you shall have no responsibility for actions taken in reliance on any such documents. You shall have no obligations or duties whatsoever to ensure compliance with any limitation relating to the Adviser amount of (i) the “Investment Policies”)Fund's aggregate assets which may be invested in any category of investment or in a particular manner or (ii) short-term or other category of gain that may be realized by the Fund, in the aggregate, in any given period. To carry out such obligationsIn the performance of your duties hereunder, the Adviser you are and shall exercise full discretion be an independent contractor and unless otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for each or represent the Trust or the Fund in any way or otherwise be deemed to be an agent of the Trust or the Fund or of the Adviser. You will make your officers and employees available to meet with the Trust's officers and Trustees at least quarterly on due notice to review the investments and investment program of the Fund in the same manner light of current and with the same force prospective economic and effect as each Fund itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each Fund’s investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust and each Fund. The Adviser acknowledges that the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable to protect the interests of Fund shareholdersmarket conditions.

Advisory Services. The Subject to the supervision of the Investment Adviser and the Trust's Board of Trustees, you will provide a continuous investment program for the Fund, including investment research and management with respect to all securities, investments and cash equivalents in the Fund's portfolio. You will determine from time to time what securities and other investments will be purchased, retained or sold by the Fund and will place orders for purchases and sales on behalf of each the Fund. You will provide services under this Agreement in accordance with the Fund's investment objective, hereby appoints policies and restrictions as stated in the Adviser to manage the investment Fund's Prospectus and reinvestment of such Fund’s assets, subject to the supervision and oversight in resolutions of the Trust’s 's Board of Trustees (Trustees. In the “Board”) performance of your duties hereunder, you are and the officers of the Trust, for the period and on the terms hereinafter set forth. The Adviser hereby accepts such appointment and agrees during such period to render the services and assume the obligations herein set forth for the compensation herein provided. The Adviser shall, for all purposes herein, be deemed to shall be an independent contractor, contractor and shall, unless otherwise expressly provided and authorizedherein or otherwise authorized in writing, shall have no authority to act for or to represent the Trust or a Fund in any way, or in any way or otherwise be deemed to be an agent of the Trust or a Fund. The Adviser shall determine, from time to time, what securities shall be purchased for each Fund, what securities shall be held or sold by each Fund and what portion of each Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement Adviser. You will make your officers and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information each, as may be amended from time employees available to time, as set forth in meet with the Trust’s registration statement 's officers and Trustees at least quarterly on Form N-1A (due notice to review the “Registration Statement”) under investments and investment program of the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fund, as shall be from time to time in effect, and such other limitations, policies and procedures as the Board may reasonably impose from time to time and provide in writing to the Adviser (the “Investment Policies”). To carry out such obligations, the Adviser shall exercise full discretion and act for each Fund in the same manner light of current and prospective economic and market conditions. In compliance with the same force and effect as each requirements of Rule 31a-3 under the Investment Company Act of 1940 (the "Act"), you agree that all records which you maintain for the Fund itself might or could do with respect are the property of the Fund. You further agree to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental surrender promptly to the furtherance or conduct Fund any such records upon the Fund's request. You agree to preserve for the periods prescribed by Rule 31c-2 under the Act the records required to be maintained by Rule 31a-1 under the Act. You will treat confidentially and as proprietary information of such purchases, sales or the Fund all records and other transactions. No reference in this Agreement information relative to the Adviser having full discretionary authority over each Fund’s investments shall Fund and prior, present or potential shareholders and will not use such records and information for any purpose other than the performance of your responsibilities, except after prior notification and approval in any way limit writing by the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust and each Fund. The Adviser acknowledges that the Board retains ultimate authority over each Fund Such approval shall not be unreasonably withheld and may take any and all actions necessary and reasonable not be withheld where you may be exposed to protect civil or criminal contempt proceedings for failure to comply when requested to divulge such information by duly constituted authorities or when requested by the interests of Fund shareholdersFund.

Advisory Services. The Trust, on behalf of each Fund, hereby appoints You will regularly provide the Adviser to manage Fund with advice concerning the investment and reinvestment management of such Fund’s assets, subject to the supervision and oversight that portion of the Trust’s Fund's assets that are allocated to you, which advice shall be consistent with the investment objectives and policies of the Fund as set forth in the Fund's Prospectus and Statement of Additional Information and, if consistent therewith, any investment guidelines or other instructions received in writing from the Adviser, such services to exclude the voting of proxies and the filing of proofs of claims with respect to class action settlements. The Board of Trustees (or the “Board”) and the officers of the Trust, for the period and on the terms hereinafter set forth. The Adviser hereby accepts such appointment and agrees during such period to render the services and assume the obligations herein set forth for the compensation herein provided. The Adviser shall, for all purposes herein, be deemed to be an independent contractor, and shall, unless otherwise expressly provided and authorized, have no authority to act for or to represent the Trust or a Fund in any way, or in any way be deemed an agent of the Trust or a Fund. The Adviser shall determinemay, from time to time, make additions to and withdrawals from the assets of the Fund allocated to you. You will determine what securities shall be purchased for each such portion of the Fund's assets, what securities shall be held or sold by each Fund such portions of the Fund's assets, and what portion of each Fund’s such assets shall be held uninvested in cashuninvested, subject always to the provisions of the Trust’s Agreement and 's Declaration of Trust, Trust and By-Laws and each Fund’s prospectus and statement of additional information each, as may be amended from time to time, as set forth in the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”)Laws, and to the investment objectives, policies and restrictions of each the Fund, as each of the same shall be from time to time in effecteffect as set forth in the Fund's Prospectus and Statement of Additional Information, or any investment guidelines or other instructions received in writing from the Adviser, and subject, further, to such other limitations, policies and procedures instructions as the Board of Trustees may reasonably impose from time to time establish and provide deliver to you in writing, it being understood that you shall have no responsibility for any changes in the above until such time as you shall receive actual notice in writing from the Adviser. In accordance with paragraph 5 hereof, you or your agent shall arrange for the placing of all orders for the purchase and sale of portfolio securities with brokers or dealers selected by you for that portion of the Fund's assets for which you serve as sub-investment adviser. The Adviser shall provide you with written statements of the Declaration of Trust; the By-Laws; the Fund's written investment objectives and policies; the Prospectus and Statement of Additional Information and instructions, as in effect from time to time; and you shall have no responsibility for actions taken in reliance on any such documents. Consistent with the standard of care described in paragraph 6 hereof, you will seek to conform your conduct to and will seek to ensure that your management of the portion of the Fund's assets allocated to you complies with, the Investment Company Act and Investment Advisers Act and all rules and regulations thereunder, the requirements for qualification of the Fund as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), all other applicable federal and state laws and regulations, and with the provisions of the Fund's Registration Statement as amended or supplemented under the Securities Act of 1933, as amended, and the Investment Company Act. Consistent with the standard of care described in paragraph 6 hereof, you shall maintain written compliance policies and procedures that you reasonably believe are adequate to ensure the Fund's compliance with the foregoing and that are reasonably designed to prevent yourself and the Fund from violating applicable federal securities laws. You agree to provide the Trust and the Adviser with such reports and certifications and with such access to your officers and employees that the Trust or Adviser may reasonably request for the purpose of assessing the adequacy of your compliance policies and procedures. You agree to notify the Adviser immediately upon detection of any material breach of any of the Fund's policies, guidelines or procedures and of any violation of any applicable law or regulation, including the Investment Company Act and Subchapter M of the Code, relating to that portion of the Fund's assets NORTHPOINTE CAPITAL, LLC HARBOR SMALL COMPANY GROWTH FUND FEBRUARY 1, 2006 allocated to you. You also agree to notify us promptly upon detection of any material violations of your compliance policies and procedures that relate to the Fund or your activities as an investment adviser generally, such as when the violation could be considered material to your advisory clients. You shall keep the Fund's books and records to be maintained by you and shall timely furnish to the Adviser (the “Investment Policies”). To carry out such obligations, all information relating to your services hereunder reasonably needed by the Adviser to keep the other books and records of the Fund required by Rule 31a-1 under the Investment Company Act. You agree that all records which you maintain for the Fund are the property of the Fund and you shall exercise full discretion surrender promptly and without any charge to the Fund any of such records required to be maintained by you. In the performance of your duties hereunder, you are and shall be an independent contractor and unless otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for each or represent the Trust or the Fund in any way or otherwise be deemed to be an agent of the same manner Trust or the Fund or of the Adviser. You will make your officers and employees available to meet with the same force Trustees and effect as each Fund itself might the Trust's or could do with respect Adviser's officers at least quarterly on due notice to purchases, sales or other transactions, as well as with respect review the investments and investment program of the portion of the Fund's assets allocated to all other such things necessary or incidental to the furtherance or conduct you in light of such purchases, sales or other transactionscurrent and prospective economic and market conditions. No reference Nothing in this Agreement to the Adviser having full discretionary authority over each Fund’s investments shall in any way limit or restrict the right of the Boardany of your directors, officers and employees to engage in its sole discretion, any other business or to establish devote his or revise policies her time and attention in connection with part to the management or other aspects of any business, whether of a Fund’s assets similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to otherwise exercise its right render service of any kind to control the overall management of the Trust and each Fund. The Adviser acknowledges that the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable to protect the interests of Fund shareholdersother corporation, firm, individual or association, except as specifically prescribed in Section 4 hereof.

Advisory Services. The Trust, on behalf of each Fund, Company hereby appoints the Adviser to manage act as investment adviser to the investment Fund with respect to the assets belonging to the Fund, and reinvestment to provide administration of such Fund’s assetsthe Fund not otherwise provided by third party service providers, subject to the supervision and oversight discretion of the Trust’s Board of Trustees (the “Board”) and the officers of the TrustTrustees, for the period and on the terms hereinafter set forthforth in this Agreement. Shares of beneficial interest of the Company, par value $.01 per share, representing interests in the Fund, are referred to herein as "Fund Shares." The Adviser hereby accepts such appointment and agrees during such period to render the services and assume the obligations herein set forth forth, for the compensation herein provided. The Company, at its option, may also appoint the Adviser shallto act as investment adviser hereunder with respect to the assets belonging to any other series of the Company from time to time created, but the Adviser shall not be required to accept any such appointment. The Adviser shall furnish investment research and advice to the Fund and shall manage the investment and reinvestment of its assets and its business affairs and matters incidental thereto, all subject to the supervision of the Board of Trustees of the Company and subject to the provisions of the Agreement and Declaration of Trust (as defined in paragraph 3(a) of this Agreement), Certificate of Trust (as defined in paragraph 3(b) of this Agreement) and By-Laws (as defined in paragraph 3(c) of this Agreement) of the Company and any resolution, rules or regulations adopted by the Board of Trustees of the Company. The Adviser shall for all purposes herein, herein provided be deemed to be an independent contractor, contractor and shall, unless otherwise expressly provided and authorizedherein or authorized by the Board of Trustees of the Company from time to time, have no authority to act for or to represent the Trust or a Fund in any way, or Company in any way or otherwise be deemed an agent for the Company. The Company shall also be free to retain, at its own expense, other persons to provide it with any services whatsoever including, but not limited to, statistical, factual or technical information or advice. The services of the Trust Adviser herein provided are not to be deemed exclusive and the Adviser shall be free to render similar services or other services to others. It is understood that the Adviser performs investment advisory services for various clients and that several individuals perform advisory services on behalf of the Adviser for such clients (the "Advisory Representatives"). It is understood that the Adviser does not require that the same advice be given by all Advisory Representatives with respect to a particular investment, and the Advisory Representative acting with respect to the Fund may give advice with respect to a particular investment different from other Advisory Representatives acting with respect to other clients of the Adviser, depending upon each Advisory Representative's opinion with respect to the investment. The Company agrees that the Adviser may give advice and take action with respect to any of its clients which may differ from advice given or the timing or nature of action taken with respect to the Fund, so long as it is the Adviser's policy, to the extent practical, to allocate investment opportunities to the Fund over a period of time on a fair and equitable basis relative to other clients. In addition, the Adviser believes it to be proper that investment advisers invest their own personal funds in the same securities that are recommended to clients. The Adviser, and directors and employees of the Adviser, do make investments for their own account, which may be in securities purchased, sold or held for the Fund. The Adviser shall determine, from time to time, what securities shall be purchased for each Fund, what securities shall be held or sold by each Fund and what portion of each Fund’s assets shall be held uninvested in cash, subject always does not object to the provisions fact that the Adviser and directors and employees of the Trust’s Agreement Adviser may purchase, sell or hold securities that are purchased, sold or held for the Fund in a manner (including timing, prices and Declaration of Trust, By-Laws and each quantities) that differs from action taken or advice given for the Fund’s prospectus and statement of additional information each, as may be amended from time to time, as set forth in the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fund, as shall be from time to time in effect, and such other limitations, policies and procedures as the Board may reasonably impose from time to time and provide in writing to the Adviser (the “Investment Policies”). To carry out such obligations, It is understood that the Adviser shall exercise full discretion and act for each Fund in the same manner and with the same force and effect as each Fund itself might not have any obligation to purchase or could do with respect to purchasessell, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each Fund’s investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise recommend for purchase or sale, for the Fund any security which the Adviser, its right to control principals, affiliates or employees may purchase or sell for its or their own accounts or for the overall management account of the Trust and each Fund. The Adviser acknowledges that the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable to protect the interests of Fund shareholdersother client.

Advisory Services. The Trust, on behalf of each Fund, hereby appoints the Adviser to manage the investment and reinvestment of such Fund’s assets, subject Subject to the supervision and oversight of the Trust’s Board of Trustees (the “Board”) and the officers of the Trust, the Adviser will provide or arrange to be provided to each Fund such investment advice as the Adviser in its discretion deem advisable and will furnish or arrange to be furnished a continuous investment program for each Fund consistent with the period Fund’s investment objective and on the terms hereinafter set forthpolicies. The Adviser hereby accepts such appointment and agrees during such period will determine or arrange for others to render determine the services and assume the obligations herein set forth for the compensation herein provided. The Adviser shall, for all purposes herein, be deemed securities to be an independent contractor, and shall, unless otherwise expressly provided and authorized, have no authority to act for or to represent the Trust or a Fund in any way, or in any way be deemed an agent of the Trust or a Fund. The Adviser shall determine, from time to time, what securities shall be purchased for each Fund, what the portfolio securities shall to be held or sold by each Fund and what the portion of each Fund’s assets shall to be held uninvested in cashuninvested, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information each, as may be amended from time to time, as set forth in the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectivesobjective, policies and restrictions of each Fundrestrictions, as each of the same shall be from time to time in effect, and subject further to such other limitations, policies and procedures instructions as the Board may reasonably impose from time to time and provide in writing establish. The Adviser will furnish such reports, evaluations, information or analyses to the Trust as the Board of Trustees of the Trust may request from time to time or as the Adviser (may deem to be desirable. The Adviser also will advise and assist the “Investment Policies”). To officers of the Trust in taking such steps as are necessary or appropriate to carry out such obligationsthe decisions of the Board and the appropriate committees of the Board regarding the conduct of the business of the Trust. The Adviser may delegate any of the responsibilities, rights or duties described above to one or more persons, provided the Adviser notify the Trust and agree that such delegation does not relieve the Adviser from any liability hereunder. The Adviser shall exercise full discretion and act for each Fund provide at least sixty (60) days prior written notice to the Trust of any change in the same manner and with the same force and effect as each Fund itself might ownership or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each Fund’s investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust and each FundAdviser, or any event or action that may constitute a change in control. The Adviser acknowledges that shall provide prompt notice of any change in the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable to protect portfolio manager(s) responsible for the interests day-to-day management of Fund shareholdersthe Funds.

Advisory Services. Northern Cross Investments Ltd (“NC Ltd”) has served as sub-investment adviser of the Fund since the Fund’s inception. The TrustAdviser has selected you also to serve as sub-investment adviser of the Fund with responsibility with NC Ltd over the assets of the Fund. This means that you, on behalf of each Fundin conjunction with NC Ltd, hereby appoints shall regularly provide the Adviser to manage Fund with advice concerning the investment and reinvestment management of such that portion of the Fund’s assetsassets that are allocated to you and NC Ltd, subject to which advice shall be consistent with the supervision investment objectives and oversight policies of the TrustFund as set forth in the Fund’s Prospectus and Statement of Additional Information and any investment guidelines or other instructions received in writing from the Adviser. The Board of Trustees (or the “Board”) and the officers of the Trust, for the period and on the terms hereinafter set forth. The Adviser hereby accepts such appointment and agrees during such period to render the services and assume the obligations herein set forth for the compensation herein provided. The Adviser shall, for all purposes herein, be deemed to be an independent contractor, and shall, unless otherwise expressly provided and authorized, have no authority to act for or to represent the Trust or a Fund in any way, or in any way be deemed an agent of the Trust or a Fund. The Adviser shall determinemay, from time to time, make additions to and withdrawals from the assets of the Fund allocated to you and NC Ltd. In consultation with NC Ltd, you will determine what securities shall be purchased for each such portion of the Fund’s assets, what securities shall be held or sold by each Fund such portions of the Fund’s assets, and what portion of each Fund’s such assets shall be held uninvested in cashuninvested, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, Trust and By-Laws and each Fund’s prospectus and statement of additional information each, as may be amended from time to time, as set forth in the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”)Laws, and to the investment objectives, policies and restrictions of each the Fund, as each of the same shall be from time to time in effecteffect as set forth in the Fund’s Prospectus and Statement of Additional Information, or any investment guidelines or other instructions received in writing from the Adviser, and subject, further, to such other limitations, policies and procedures instructions as the Board of Trustees may reasonably impose from time to time establish and deliver to you. In accordance with paragraph 5, you or your agent shall arrange for the placing of all orders for the purchase and sale of portfolio securities with brokers or dealers selected by you and/or NC Ltd for that portion of the Fund’s assets for which you and NC Ltd serve as sub-investment advisers. The Adviser shall provide you with written statements of the Declaration of Trust; the By-Laws; the Fund’s written investment objectives and policies; the Prospectus and Statement of Additional Information and instructions, as in writing effect from time to time; and you shall have no responsibility for actions taken in reliance on any such documents. You will conform your conduct to, and will ensure that your management of the portion of the Fund’s assets allocated to you and NC Ltd complies with, the Investment Company Act and Investment Advisers Act and all rules and regulations thereunder, the requirements for qualification of the Fund as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), all other applicable federal and state laws and regulations, and with the provisions of the Fund’s Registration Statement as amended or supplemented under the Securities Act of 1933, as amended, and the Investment Company Act. You shall maintain written compliance policies and procedures that you reasonably believe are adequate to ensure the Fund’s compliance with the foregoing and that are reasonably designed to prevent yourself and the Fund from violating applicable federal securities laws. You agree to provide the Trust and the Adviser with such reports and certifications and with such access to your officers and employees that the Trust or Adviser may reasonably request for the purpose of assessing the adequacy of your compliance policies and procedures. You agree to notify the Adviser immediately upon detection of any breach of any of the Fund’s policies, guidelines or procedures and of any violation of any applicable law or regulation, including the Investment Company Act and Subchapter M of the Code, relating to that portion of the Fund’s assets allocated to you and NC Ltd. You also agree to notify us promptly upon detection of any material violations of your compliance policies and procedures that relate to the Fund or your activities as an investment adviser generally, such as when the violation could be considered material to your advisory clients. NORTHERN CROSS, LLC HARBOR INTERNATIONAL FUND FEBRUARY 12, 2009 You shall keep the Fund’s books and records to be maintained by you and shall timely furnish to the Adviser (the “Investment Policies”). To carry out such obligations, all information relating to your services hereunder needed by the Adviser to keep the other books and records of the Fund required by Rule 31a-1 under the Investment Company Act. You agree that all records which you maintain for the Fund are the property of the Fund and you shall exercise full discretion surrender promptly and without any charge to the Fund any of such records required to be maintained by you. In the performance of your duties hereunder, you are and shall be an independent contractor and unless otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for each or represent the Trust or the Fund in any way or otherwise be deemed to be an agent of the same manner Trust or the Fund or of the Adviser. You will make your officers and employees available to meet with the same force Trustees and effect as each Fund itself might the Trust’s or could do with respect Adviser’s officers at least quarterly on due notice to purchases, sales or other transactions, as well as with respect review the investments and investment program of the portion of the Fund’s assets allocated to all other such things necessary or incidental to the furtherance or conduct you in light of such purchases, sales or other transactionscurrent and prospective economic and market conditions. No reference Nothing in this Agreement to the Adviser having full discretionary authority over each Fund’s investments shall in any way limit or restrict the right of the Boardany of your directors, officers and employees to engage in its sole discretion, any other business or to establish devote his or revise policies her time and attention in connection with part to the management or other aspects of any business, whether of a Fund’s assets similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to otherwise exercise its right render service of any kind to control the overall management of the Trust and each Fund. The Adviser acknowledges that the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable to protect the interests of Fund shareholdersother corporation, firm, individual or association, except as specifically prescribed in Section 4.

Advisory Services. The Trust, on behalf of each Fund, Advisers hereby appoints appoint the Sub-Adviser to manage act as an investment adviser to the investment Fund for the periods and reinvestment of on the terms herein set forth. The Sub-Adviser accepts such Fund’s assetsappointment and agrees to render the services herein set forth, for the compensation herein provided. The Sub-Adviser shall, subject to the supervision and oversight of the Trust’s Board Advisers, manage the investment and reinvestment of Trustees (the “Board”) and the officers such portion of the Trust, for the period and on the terms hereinafter set forth. The Adviser hereby accepts such appointment and agrees during such period to render the services and assume the obligations herein set forth for the compensation herein provided. The Adviser shall, for all purposes herein, be deemed to be an independent contractor, and shall, unless otherwise expressly provided and authorized, have no authority to act for or to represent the Trust or a Fund in any way, or in any way be deemed an agent assets of the Trust or a Fund. The Adviser shall determine, as the Advisers may from time to time, what securities shall be purchased for each Fund, what securities shall be held or sold by each Fund and what portion of each Fund’s assets shall be held uninvested in cash, subject always time allocate to the provisions Sub-Adviser for management (the "Sub-Advised Assets"). The Sub-Adviser shall manage the Sub-Advised Assets in conformity with (i) the investment objective, policies and restrictions of the Fund set forth in the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s 's prospectus and statement of additional information eachrelating to the Fund, as they may be amended from time to time and provided to the Sub-Adviser, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the Advisers, the Trust's Chief Compliance Officer, or by the Trust's Board of Trustees ("Board") that have been furnished in writing to the Sub-Adviser and, with regard to guidelines, subject to mutual agreement, (ii) the asset diversification tests applicable to regulated investment companies pursuant to section 851(b)(3) of the Internal Revenue Code, (iii) the written instructions and directions received from the Advisers and the Trust as delivered; and (iv) the applicable requirements of the Investment Company Act of 1940 (the "1940 Act"), the Investment Advisers Act of 1940 ("Advisers Act"), and all other federal and state laws applicable to registered investment companies and to the Sub-Adviser's duties under this Agreement, all as may be in effect from time to time. The foregoing are referred to below together as the "Policies." For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Sub-Advised Assets as though the Sub-Advised Assets constituted the entire Fund, and the Sub-Adviser shall not be responsible in any way for the compliance of any assets of the Fund, other than the Sub-Advised Assets, with the Policies. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Advisers, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Fund, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Sub-Advised Assets may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as set forth the Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 1(b), however, (i) the Sub-Adviser shall, upon and in accordance with written instructions from either of the Advisers, effect such portfolio transactions for the Sub-Advised Assets as the Adviser shall determine are necessary in order for the Fund to comply with the Policies, and (ii) upon notice to the Sub-Adviser and mutual agreement, the Advisers may effect in-kind redemptions with shareholders of the Fund with securities included within the Sub-Advised Assets. The Sub-Adviser shall generally place orders pursuant to its determinations either directly with the issuer or with any broker and/or dealer or other person who deals in the securities in which the Fund is trading. With respect to common and preferred stocks, in executing portfolio transactions and selecting brokers or dealers, the Sub-Adviser shall use its best judgment to obtain the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best overall terms available and in selecting the broker or dealer to execute a particular transaction, the Sub-Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Fund and/or other account over which the Sub-Adviser and/or an affiliate of the Sub-Adviser exercises investment discretion. With respect to securities other than common and preferred stocks, in placing orders with brokers, dealers or other persons, the Sub-Adviser shall attempt to obtain the best execution of its orders, provided that to the extent the execution available from more than one broker, dealer or other such person are believed to be comparable, the Sub-Adviser may, at its discretion but subject to applicable law, select the executing broker, dealer or such other person on the basis of factors including, without limitation, the Sub-Adviser's opinion of the reliability and quality of such broker, dealer or such other person; broker or dealers selected by the Sub-Adviser for the purchase and sale of securities or other investment instruments for the Sub-Advised Assets may include brokers or dealers affiliated with the Sub-Adviser, provided such orders comply with Rules 17e-1 and 10f-3 under the 1940 Act and the Trust’s registration statement 's Rule 17e-1 and Rule 10f-3 Procedures, respectively, in all respects, or any other applicable exemptive rules or orders applicable to the Sub-Adviser. Notwithstanding the foregoing, the Sub-Adviser will not effect any transaction with a broker or dealer that is an "affiliated person" (as defined under the 0000 Xxx) of the Sub-Adviser or the Advisers without the prior approval of the Advisers. The Advisers shall provide the Sub-Adviser with a list of brokers or dealers that are affiliated persons of the Advisers. The Sub-Adviser acknowledges that the Advisers and the Trust may rely on Form N-1A (the “Registration Statement”) Rules 17a-7, 17a-10, 10f-3 and 17e-1 under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed Sub-Adviser hereby agrees that it shall not consult with the U.S. Securities and Exchange Commission (the “SEC”), and any other investment adviser to the investment objectives, policies and restrictions of each Fund, as shall be from time to time in effect, and such other limitations, policies and procedures as the Board may reasonably impose from time to time and provide in writing to the Adviser (the “Investment Policies”). To carry out such obligations, the Adviser shall exercise full discretion and act for each Fund in the same manner and with the same force and effect as each Fund itself might or could do Trust with respect to purchasestransactions in securities for the Sub-Advised Assets or any other transactions in the Trust's assets, sales or other transactions, as well as with respect to all other such things necessary or incidental to than for the furtherance or conduct purposes of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each Fund’s investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection complying with the management conditions of a Fund’s assets or to otherwise exercise its right to control paragraphs (a) and (b) of Rule 12d3-1 under the overall management of the Trust and each Fund. The Adviser acknowledges that the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable to protect the interests of Fund shareholders1940 Act.