Common use of Duties of Sub Adviser Clause in Contracts

Duties of Sub Adviser. The Sub-Adviser shall manage the investment and reinvestment of the Managed Assets and determine in its discretion, the securities and other property to be purchased or sold and the portion of the Managed Assets to retain in cash. The Sub-Adviser shall review all proxy solicitation materials and shall exercise any voting rights associated with securities comprising the Managed Assets in the best interests of the Fund and its shareholders. The Sub-Adviser shall provide the Investment Manager and the Company with records concerning the Sub-Adviser's activities that the Company is required to maintain, and to render regular reports to the Investment Manager and to the Company concerning the Sub-Adviser's discharge of the foregoing responsibilities. The Sub-Adviser shall discharge the foregoing responsibilities subject to the written instructions and directions of the Company and its Board of Directors and their agents, including the officers of the Company and the Investment Manager, and in compliance with (i) such policies as the Company may from time to time establish and communicate to the Sub- 2 Adviser, (ii) the objectives, policies, and limitations for each Fund set forth in the Prospectus and Statement of Additional Information as those documents may from time to time be amended or supplemented from and delivered to the Sub-Adviser (the "Prospectus and Statement of Additional Information"), (iii) the Declaration of Trust of the Company, and (iv) applicable laws and regulations including the 1940 Act and the Internal Revenue Code of 1986. If a conflict in policies or guidelines referenced herein occurs, the Prospectus and Statement of Additional Information shall control. The Sub-Adviser agrees to perform such duties at its own expense and to provide the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. The Sub-Adviser will not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a Fund, nor will the Sub-Adviser bear any expenses that would result in the Company's inability to qualify as a regulated investment company under provisions of the Internal Revenue Code.

Duties of Sub Adviser. The Adviser employs the Sub-Adviser shall to manage the investment and reinvestment of the Managed Assets Funds’ assets and, with respect to such assets, to continuously review, supervise, and administer the investment program of the Funds, to determine in its discretion, the Sub-Adviser's discretion the securities and other property to be purchased or sold sold, to provide the Adviser and the portion of the Managed Assets to retain in cash. The Sub-Adviser shall review all proxy solicitation materials and shall exercise any voting rights associated with securities comprising the Managed Assets in the best interests of the Fund and its shareholders. The Sub-Adviser shall provide the Investment Manager and the Company Trust with records concerning the Sub-Adviser's activities that which the Company Trust is required to maintain, and to render regular reports to the Investment Manager Adviser and to the Company Trust's officers and Trustees concerning the Sub-Adviser's discharge of the foregoing responsibilities. The Sub-Adviser shall discharge the foregoing responsibilities subject to the written instructions Adviser's oversight and directions the control of the Company officers and its Board of Directors and their agents, including the officers Trustees of the Company Trust and in compliance with such policies as the Investment ManagerTrustees may from time to time establish, and in compliance with (i) such policies as the Company may from time to time establish and communicate to the Sub- 2 Adviser, (ii) the objectives, policies, and limitations for each such Fund set forth in the Prospectus and Statement of Additional Information Trust's current registration statement as those documents may amended from time to time be amended or supplemented from and delivered to the Sub-Adviser (the "Prospectus and Statement of Additional Information"), (iii) the Declaration of Trust of the Companytime, and (iv) applicable laws and regulations including the 1940 Act and the Internal Revenue Code of 1986. If a conflict in policies or guidelines referenced herein occurs, the Prospectus and Statement of Additional Information shall controlregulations. The Sub-Adviser accepts such employment and agrees to perform such duties render the services for the compensation specified herein and to provide at its own expense and to provide the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. The Sub-Adviser will not, however, pay for instruct the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if anyTrust's Custodian(s) purchased or sold for a to hold and/or transfer each Fund, nor will ’s assets in accordance with Proper Instructions received from the Sub-Adviser bear any expenses that would result Adviser. (For this purpose, the term "Proper Instructions" shall have the meaning(s) specified in the Company's inability to qualify applicable agreement(s) between the Trust and its custodians.) The Sub-Adviser will not be responsible for Trust expenses except as a regulated investment company under provisions of the Internal Revenue Codespecified in this Agreement.

Duties of Sub Adviser. The Sub-Adviser adviser shall manage the investment and reinvestment of the Managed Assets and determine in its discretion, the securities and other property to be purchased or sold and the portion of the Managed Assets to retain in cash. The Sub-Adviser adviser shall review all proxy solicitation materials and shall exercise any voting rights associated with securities comprising the Managed Assets in the best interests of the Fund and its shareholders. The Sub-Adviser adviser shall provide the Investment Manager and the Company with records concerning the Sub-Adviseradviser's activities that the Company is required to maintain, and to render regular reports to the Investment Manager and to the Company concerning the Sub-Adviseradviser's discharge of the foregoing responsibilities. The Sub-Adviser adviser shall discharge the foregoing responsibilities subject to the written instructions and directions of the Company and its Board of Directors and their agents, including the officers of the Company and the Investment Manager, and in compliance with (i) such policies as the Company may from time to time establish and communicate to the Sub- 2 Adviseradviser, (ii) the objectives, policies, and limitations for each Fund set forth in the Prospectus and Statement of Additional Information as those documents may from time to time be amended or supplemented from and delivered to the Sub-Adviser adviser (the "Prospectus and Statement of Additional Information"), (iii) the Declaration of Trust of the Company, and (iv) applicable laws and regulations including the 1940 Act, the Investment Advisers Act of 1940, and the Internal Revenue Code of 1986. If a conflict in policies or guidelines referenced herein occurs, the Prospectus and Statement of Additional Information shall control. The Sub-Adviser adviser agrees to perform such duties at its own expense and to provide the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. The Sub-Adviser adviser will not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a Fund, nor will the Sub-Adviser adviser bear any expenses that would result in the Company's inability to qualify as a regulated investment company under provisions of the Internal Revenue Code.

Duties of Sub Adviser. The Adviser employs the Sub-Adviser shall to manage the investment and reinvestment of the Managed Assets Fund’s assets and, with respect to such assets, to continuously review, supervise, and administer the investment program of the Fund, to determine in its discretion, the Sub-Adviser's discretion the securities and other property to be purchased or sold sold, to provide the Adviser and the portion of the Managed Assets to retain in cash. The Sub-Adviser shall review all proxy solicitation materials and shall exercise any voting rights associated with securities comprising the Managed Assets in the best interests of the Fund and its shareholders. The Sub-Adviser shall provide the Investment Manager and the Company Trust with records concerning the Sub-Adviser's activities that which the Company Trust is required to maintain, and to render regular reports to the Investment Manager Adviser and to the Company Trust's officers and Trustees concerning the Sub-Adviser's discharge of the foregoing responsibilities. The Sub-Adviser shall discharge the foregoing responsibilities subject to the written instructions Adviser's oversight and directions the control of the Company officers and its Board of Directors and their agents, including the officers Trustees of the Company Trust and in compliance with such policies as the Investment ManagerTrustees may from time to time establish, and in compliance with (i) such policies as the Company may from time to time establish and communicate to the Sub- 2 Adviser, (ii) the objectives, policies, and limitations for each the Fund set forth in the Prospectus and Statement of Additional Information Trust's current registration statement as those documents may amended from time to time be amended or supplemented from and delivered to the Sub-Adviser (the "Prospectus and Statement of Additional Information"), (iii) the Declaration of Trust of the Companytime, and (iv) applicable laws and regulations including the 1940 Act and the Internal Revenue Code of 1986. If a conflict in policies or guidelines referenced herein occurs, the Prospectus and Statement of Additional Information shall controlregulations. The Sub-Adviser accepts such employment and agrees to perform such duties render the services for the compensation specified herein and to provide at its own expense and to provide the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. The Sub-Adviser will not, however, pay for instruct the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if anyTrust's Custodian(s) purchased or sold for a to hold and/or transfer the Fund, nor will ’s assets in accordance with Proper Instructions received from the Sub-Adviser bear any expenses that would result Adviser. (For this purpose, the term "Proper Instructions" shall have the meaning(s) specified in the Company's inability to qualify applicable agreement(s) between the Trust and its custodians.) The Sub-Adviser will not be responsible for Trust expenses except as a regulated investment company under provisions of the Internal Revenue Codespecified in this Agreement.

Duties of Sub Adviser. The Sub-Adviser shall manage the investment and reinvestment of the Managed Assets and determine in its discretion, the securities and other property to be purchased or sold and the portion of the Managed Assets to retain in cash. The Sub-Adviser shall review all proxy solicitation materials and shall exercise any voting rights associated with securities comprising the Managed Assets in the best interests of the Fund and its shareholders. The Sub-Adviser shall provide the Investment Manager and the Company with records concerning the Sub-Adviser's activities that the Company is required to maintain, and to render regular reports to the Investment Manager and to the Company concerning the Sub-Adviser's discharge of the foregoing responsibilities. The Sub-Adviser shall discharge the foregoing responsibilities subject to the written instructions and directions of the Company and its Board of Directors and their agents, including the officers of the Company and the Investment Manager, and in compliance with (i) such policies as the Company may from time to time establish and communicate to the Sub- 2 Sub-Adviser, (ii) the objectives, policies, and limitations for each Fund set forth in the Prospectus and Statement of Additional Information as those documents may from time to time be amended or supplemented from and delivered to the Sub-Adviser (the "Prospectus and Statement of Additional Information"), (iii) the Declaration of Trust of the Company, and (iv) applicable laws and regulations including the 1940 Act, the Investment Advisers Act of 1940, and the Internal Revenue Code of 1986. If a conflict in policies or guidelines referenced herein occurs, the Prospectus and Statement of Additional Information shall control. The Sub-Adviser agrees to perform such duties at its own expense and to provide the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. The Sub-Adviser will not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a Fund, nor will the Sub-Adviser bear any expenses that would result in the Company's inability to qualify as a regulated investment company under provisions of the Internal Revenue Code.

Duties of Sub Adviser. The Sub-Adviser shall manage the investment and reinvestment of the Managed Assets and determine in its discretion, the securities and other property to be purchased or sold and the portion of the Managed Assets to retain in cash. The Sub-Adviser shall review all proxy solicitation materials and shall exercise any voting rights associated with securities comprising the Managed Assets in the best interests of the Fund and its shareholders. The Sub-Adviser shall provide the Investment Manager and the Company with records concerning the Sub-Adviser's activities that the Company is required to maintain, and to render regular reports to the Investment Manager and to the Company concerning the Sub-Adviser's discharge of the foregoing responsibilities. The Sub-Adviser shall discharge the foregoing responsibilities subject to the written instructions and directions of the Company and its Board of Directors and their agents, including the officers of the Company and the Investment Manager, and in compliance with (i) such policies as the Company may from time to time establish and communicate to the Sub- 2 Sub-Adviser, (ii) the objectives, policies, and limitations for each Fund set forth in the Prospectus and Statement of Additional Information as those documents may from time to time be amended or supplemented from and delivered to the Sub-Adviser (the "Prospectus and Statement of Additional Information"), (iii) the Declaration of Trust of the Company, and (iv) applicable laws and regulations including the 1940 Act and the Internal Revenue Code of 1986. If a conflict in policies or guidelines referenced herein occurs, the Prospectus and Statement of Additional Information shall control. The Sub-Adviser agrees to perform such duties at its own expense and to provide the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. The Sub-Adviser will not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a Fund, nor will the Sub-Adviser bear any expenses that would result in the Company's inability to qualify as a regulated investment company under provisions of the Internal Revenue Code.

Duties of Sub Adviser. The Sub-Adviser shall manage the investment and reinvestment of the Managed Assets and determine in its discretion, the securities and other property to be purchased or sold and the portion of the Managed Assets to retain in cash. The Sub-Adviser shall review all proxy solicitation materials and shall exercise any voting rights associated with securities comprising the Managed Assets in the best interests of the Fund and its shareholders. The Sub-Adviser shall provide the Investment Manager and the Company with records concerning the Sub-Adviser's activities that the Company is required to maintain, and to render regular reports to the Investment Manager and to the Company concerning the Sub-Adviser's discharge of the foregoing responsibilities. The Sub-Adviser shall discharge the foregoing responsibilities subject to the written instructions and directions of the Company and its Board of Directors and their agents, including the officers of the Company Fund and the Investment Manager, and in compliance with (i) such policies as the Company may from time to time establish and communicate to the Sub- 2 Sub-Adviser, (ii) the objectives, policies, and limitations for each the Fund set forth in the Prospectus and Statement of Additional Information as those documents may from time to time be amended or supplemented from time to time and delivered to the Sub-Adviser (the "Prospectus and Statement of Additional Information"), (iii) the Declaration of Trust of the Company, and (iv) applicable laws and regulations including the Investment Company Act of 1940 Act (the "40 Act") and the Internal Revenue Code of 1986. If a conflict in policies or guidelines referenced herein occurs, the Prospectus and Statement of Additional Information shall control. The Sub-Adviser agrees to perform such duties at its own expense and to provide the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. The Sub-Adviser will not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a the Fund, nor will the Sub-Adviser bear any expenses that would result in the Company's inability to qualify as a regulated investment company under provisions of the Internal Revenue Code.

Duties of Sub Adviser. The Sub-Adviser shall manage the investment and reinvestment of the Managed Assets and determine in its discretion, the securities and other property to be purchased or sold and the portion of the Managed Assets to retain in cash. The Sub-Adviser shall review all proxy solicitation materials and shall exercise any voting rights associated with securities comprising the Managed Assets in the best interests of the Fund and its shareholders. The Sub-Adviser shall provide the Investment Manager and the Company with records concerning the Sub-Adviser's activities that the Company is required to maintain, and to render regular reports to the Investment Manager and to the Company concerning the Sub-Adviser's discharge of the foregoing responsibilities. The Sub-Adviser shall discharge the foregoing responsibilities subject to the written instructions and directions of the Company and its Board of Directors and their agents, including the officers of the Company and the Investment Manager, and in compliance with (i) such policies as the 2 Company may from time to time establish and communicate to the Sub- 2 Sub-Adviser, (ii) the objectives, policies, and limitations for each Fund set forth in the Prospectus and Statement of Additional Information as those documents may from time to time be amended or supplemented from and delivered to the Sub-Adviser (the "Prospectus and Statement of Additional Information"), (iii) the Declaration of Trust of the Company, and (iv) applicable laws and regulations including the 1940 Act and the Internal Revenue Code of 1986. If a conflict in policies or guidelines referenced herein occurs, the Prospectus and Statement of Additional Information shall control. The Sub-Adviser agrees to perform such duties at its own expense and to provide the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. The Sub-Adviser will not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a Fund, nor will the Sub-Adviser bear any expenses that would result in the Company's inability to qualify as a regulated investment company under provisions of the Internal Revenue Code.

Duties of Sub Adviser. The Sub-Adviser shall manage the investment and reinvestment of the Managed Assets and determine in its discretion, the securities and other property to be purchased or sold and the portion of the Managed Assets to retain in cash. The Sub-Adviser shall review all proxy solicitation materials and shall exercise any voting rights associated with securities comprising the Managed Assets in the best interests of the Fund and its shareholders. The Sub-Adviser shall provide the Investment Manager and the Company with records concerning the Sub-Adviser's activities that the Company is required to maintain, and to render regular reports to the Investment Manager and to the Company concerning the Sub-Adviser's discharge of the foregoing responsibilities. The Sub-Adviser shall discharge the foregoing responsibilities subject to the written instructions and directions of the Company and its Board of Directors and their agents, including the officers of the Company Fund and the Investment Manager, and in compliance with (i) such policies as the Company may from time to time establish and communicate to the Sub- 2 Sub-Adviser, (ii) the objectives, policies, and limitations for each the Short Duration Fund set forth in the Prospectus and Statement of Additional Information as those documents may from time to time be amended or supplemented from time to time and delivered to the Sub-Adviser (the "Prospectus and Statement of Additional Information"), (iii) the Declaration of Trust of the Company, and (iv) applicable laws and regulations including the Investment Company Act of 1940 Act (the "40 Act") and the Internal Revenue Code of 1986. If a conflict in policies or guidelines referenced herein occurs, the Prospectus and Statement of Additional Information shall control. The Sub-Adviser agrees to perform such duties at its own expense and to provide the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. The Sub-Adviser will not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a the Fund, nor will the Sub-Adviser bear any expenses that would result in the Company's inability to qualify as a regulated investment company under provisions of the Internal Revenue Code.

Duties of Sub Adviser. The Sub-Adviser shall manage the investment and reinvestment of the Managed Assets and determine in its discretion, the securities and other property to be purchased or sold and the portion of the Managed Assets to retain in cash. The Sub-Adviser shall review all proxy solicitation materials and shall exercise any voting rights associated with securities comprising the Managed Assets in the best interests of the Fund and its shareholders. The Sub-Adviser shall provide the Investment Manager and the Company with records concerning the Sub-Adviser's activities that the Company is required to maintain, and to render regular reports to the Investment Manager and to the Company concerning the Sub-Adviser's discharge of the foregoing responsibilities. The Sub-Adviser shall discharge the foregoing responsibilities subject to the written instructions and directions of the Company and its Board of Directors and their agents, including the officers of the Company and the Investment Manager, and in compliance with (i) such policies as the Company may from time to time establish and communicate to the Sub- 2 Sub-Adviser, (ii) the objectives, policies, and limitations for each Fund set forth in the Prospectus and Statement of Additional Information as those documents may from time to time be amended or supplemented from and delivered to the Sub-Adviser (the "Prospectus and Statement of Additional Information"), (iii) the Agreement and Declaration of Trust and the By-Laws of the Company, and (iv) applicable laws and regulations regulations, including the 1940 Act, the Investment Advisers Act of 1940, and the Internal Revenue Code of 19861986 (the "Code"), as each may be amended from time to time. If a conflict in policies or guidelines referenced herein occurs, the Prospectus and Statement of Additional Information shall control. In performance of its duties and obligations under this Agreement, the Sub-Adviser shall not consult with any other sub-adviser to the Fund or a sub-adviser to a portfolio that is under common control with the Fund concerning the Managed Assets, except as permitted by the policies and procedures of the Company. The Sub-Adviser shall not provide investment advice with respect to any assets of the Fund other than the Managed Assets. The Sub-Adviser agrees to perform such duties at its own expense and to provide the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. The Sub-Adviser will not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a Fund, nor will the Sub-Adviser bear any expenses that would result in the Company's inability to qualify as a regulated investment company under provisions of the Internal Revenue Code.

Duties of Sub Adviser. The Sub-Adviser shall manage the investment and reinvestment of the Managed Assets and determine in its discretion, the securities and other property to be purchased or sold and the portion of the Managed Assets to retain in cash. The Sub-Adviser shall review all proxy solicitation materials and shall exercise any voting rights associated with securities comprising the Managed Assets in the best interests of the Fund and its shareholders. The Sub-Adviser shall provide the Investment Manager and the Company with records concerning the Sub-Adviser's activities that the Company is required to maintain, and to render regular reports to the Investment Manager and to the Company concerning the Sub-Adviser's discharge of the foregoing responsibilities. The Sub-Adviser shall discharge the foregoing responsibilities subject to the written instructions and directions of the Company and its Board of Directors and their agents, including the officers of the Company and the Investment Manager, and in compliance with (i) such policies as the Company may from time to time establish and communicate to the Sub- 2 Adviser, (ii) the objectives, policies, and limitations for each Fund set forth in the Prospectus and Statement of Additional Information as those documents may from time to time be amended or supplemented from and delivered to the Sub-Adviser (the "Prospectus and Statement of Additional Information"), (iii) the Declaration of Trust of the Company, and (iv) applicable laws and regulations including the 1940 Act and the Internal Revenue Code of 1986. If a conflict in policies or guidelines referenced herein occurs, the Prospectus and Statement of Additional Information shall control. The Sub-Adviser agrees to perform such duties at its own expense and to provide the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. The Sub-Adviser will not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a Fund, nor will the Sub-Adviser bear any expenses that would result in the Company's inability to qualify as a regulated investment company under provisions of the Internal Revenue Code.

Duties of Sub Adviser. The Sub-Adviser adviser shall manage the investment and reinvestment of the Managed Assets and determine in its discretion, the securities and other property to be purchased or sold and the portion of the Managed Assets to retain in cash. The Sub-Adviser adviser shall review all proxy solicitation materials and shall exercise any voting rights associated with securities comprising the Managed Assets in the best interests of the Fund and its shareholders. The Sub-Adviser adviser shall provide the Investment Manager and the Company with records concerning the Sub-Adviseradviser's activities that the Company is required to maintain, and to render regular reports to the Investment Manager and to the Company concerning the Sub-Adviseradviser's discharge of the foregoing responsibilities. The Sub-Adviser adviser shall discharge the foregoing responsibilities subject to the written instructions and directions of the Company and its Board of Directors and their agents, including the officers of the Company and the Investment Manager, and in compliance with (i) such policies as the Company may from time to time establish and communicate to the Sub- 2 Adviseradviser, (ii) the objectives, policies, and limitations for each Fund set forth in the Prospectus and Statement of Additional Information as those documents may from time to time be amended or supplemented from and delivered to the Sub-Adviser adviser (the "Prospectus and Statement of Additional Information"), (iii) the Declaration of Trust of the Company, and (iv) applicable laws and regulations including the 1940 Act, the Investment Advisers Act of 1940 and the Internal Revenue Code of 1986. If a conflict in policies or guidelines referenced herein occurs, the Prospectus and Statement of Additional Information shall control. The Sub-Adviser adviser agrees to perform such duties at its own expense and to provide the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. The Sub-Adviser adviser will not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a Fund, nor will the Sub-Adviser bear any expenses that would result in the Company's inability to qualify as a regulated investment company under provisions of the Internal Revenue Code.

Duties of Sub Adviser. The Adviser hereby engages the services of the Sub-Adviser shall in furtherance of the Investment Advisory Agreement. Pursuant to this Agreement and subject to the oversight and review of the Adviser, the Sub-Adviser will manage the investment and reinvestment of the Managed Assets and determine assets of the Fund. The Sub-Adviser will determine, in its discretiondiscretion and subject to the oversight and review of the Adviser and the Board of Trustees, the securities and other property options to be purchased or sold by the Fund, and shall provide the Adviser and the portion Fund once each quarter, or on such periodic basis as the Board of Trustees may request with information relating to transactions concerning the Managed Assets to retain in cashFund's assets. The Sub-Adviser shall review all proxy solicitation materials also provide the Adviser with such records and shall exercise any voting rights associated information concerning its activities with securities comprising the Managed Assets in the best interests of respect to or affecting the Fund and its shareholders. The Sub-as the Adviser shall provide the Investment Manager and the Company with records concerning the Sub-Adviser's activities that the Company is required to maintain, and to render regular reports to the Investment Manager and to the Company concerning the Sub-Adviser's discharge of the foregoing responsibilitiesmay reasonably request. The Sub-Adviser shall discharge the foregoing its responsibilities under this agreement, subject to the written instructions and directions control of the Company officers and its the Board of Directors and their agents, including the officers Trustees of the Company Trust and the Investment Manager, Adviser and in compliance with (i) such policies as the Company may from time to time establish Trust's current prospectus and communicate to the Sub- 2 Adviserstatement of additional information, (ii) in particular, the objectives, policies, and limitations for each the Fund set forth in therein, (ii) the Prospectus Agreement and Statement Declaration of Additional Information Trust and By-Laws of the Trust, (iii) applicable laws and regulations, and (iv) such compliance or similar policies or procedures as those documents the Board of Trustees of the Trust or the Adviser may from time to time be amended or supplemented from and delivered adopt as to which the Sub-Adviser (has prior written notice, in each case as may be amended from time to time. The Sub-Adviser shall cooperate with the "Prospectus Adviser as may be reasonably requested in connection with the Adviser's responsibilities to the Fund and Statement of Additional Information")the Trust. The Sub-Adviser shall also promptly review, (iii) and with respect to matters relating or information known to it, provide comments on, any Fund offering or disclosure materials provided to it for review. The Sub-Adviser represents and warrants to the Declaration of Trust Adviser that the Sub-Adviser's operations and investment management activities on behalf of the CompanyFund will at all times be in compliance with all applicable federal and state laws governing the Fund's operations and investments. Without limiting the foregoing, the Sub-Adviser represents and warrants that it will (ivi) applicable laws invest and regulations including reinvest the 1940 Act Fund's assets in a manner that will enable the Fund to qualify and elect to be treated as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986. If a conflict in policies or guidelines referenced herein occurs, as amended (the Prospectus "Code"); and Statement (ii) comply with (1) the provisions of Additional Information shall controlthe Act and rules adopted thereunder; and (2) other applicable federal and state laws and regulations. The Sub-Adviser agrees further represents and warrants that to perform such duties at its own expense and to provide the office space, furnishings and equipment extent that any statements or omissions made in the Trust's Registration Statement under the Act and the personnel required 1933 Act, on Form N-2, as filed with the Securities and Exchange Commission relating to the Fund and the Trust's Shares and any amendments or supplements thereto (the "Registration Statement"), are made in reliance upon and in conformity with information furnished by it to perform the services on the terms and for the compensation provided herein. The Sub-Adviser will not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a Fund, nor will the Sub-Adviser bear any expenses that would result for use therein, such Registration Statement will conform in all material respects to the Company's inability to qualify as a regulated investment company under provisions requirements of the Internal Revenue Code.Securities Act of 1933 and the rules and regulations of the Securities and Exchange Commission thereunder (the "1933 Act") and the Act and will not, as to information relating to the Sub-Adviser and its activities on behalf of the Fund, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading at the time such information is furnished. In addition, the Sub-Adviser shall promptly advise the Adviser of any modifications or supplements to such information furnished by it to the extent such modifications or supplements become necessary to ensure that such information continues to not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. Without limiting the foregoing, the Sub-Adviser shall have the following rights and shall perform the following duties, subject to the directions of the Adviser and the Board of Trustees of the Trust:

Duties of Sub Adviser. The Sub-Adviser shall manage the investment and reinvestment of the Managed Assets and determine in its discretion, the securities and other property to be purchased or sold and the portion of the Managed Assets to retain in cash. The Sub-Adviser shall review all proxy solicitation materials and shall exercise any voting rights associated with securities comprising the Managed Assets in the best interests of the Fund and its shareholders. The Sub-Adviser shall provide the Investment Manager and the Company with records concerning the Sub-Adviser's activities that the Company is required to maintain, and to render regular reports to the Investment Manager and to the Company concerning the Sub-Adviser's discharge of the foregoing responsibilities. The Sub-Adviser shall discharge the foregoing responsibilities subject to the written instructions and directions of the Company and its Board of Directors and their agents, including the officers of the Company and the Investment Manager, and in compliance with (i) such policies as the Company may from time to time establish and communicate to the Sub- 2 Adviser, (ii) the objectives, policies, and limitations for each Fund set forth in the Prospectus and Statement of Additional Information as those documents may from time to time be amended or supplemented from and delivered to the Sub-Adviser (the "Prospectus and Statement of Additional Information"), (iii) the Declaration of Trust of the Company, and (iv) applicable laws and regulations including the 1940 Act and the Internal Revenue Code of 1986. If a conflict in policies or guidelines referenced herein occurs, the Prospectus and Statement of Additional Information shall control. The Sub-Adviser agrees to perform such duties at its own expense and to provide the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. The Sub-Adviser will not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a Fund, nor will the Sub-Adviser bear any expenses that would result in the Company's inability to qualify as a regulated investment company under provisions of the Internal Revenue Code.

Duties of Sub Adviser. The Sub-Adviser shall manage the investment and reinvestment of the Managed Assets and determine in its discretion, the securities and other property to be purchased or sold and the portion of the Managed Assets to retain in cash. The Sub-Adviser shall review all proxy solicitation materials and shall exercise any voting rights associated with securities comprising the Managed Assets in the best interests of the Fund and its shareholdersshareholders and in accordance with the Sub-Adviser's proxy policies and procedures. The Sub-Adviser shall provide the Investment Manager and the Company with records concerning the Sub-Adviser's activities that the Company is required to maintain, and to render regular reports to the Investment Manager and to the Company concerning the Sub-Adviser's discharge of the foregoing responsibilities. The Sub-Adviser shall discharge the foregoing responsibilities subject to the written instructions and directions of the Company and its Board of Directors and their agents, including the officers of the Company and the Investment Manager, and in compliance with (i) such policies as the Company may from time to time establish and communicate to the Sub- 2 Sub-Adviser, (ii) the objectives, policies, and limitations for each Fund set forth in the Prospectus and Statement of Additional Information as those documents may from time to time be amended or supplemented from and delivered to the Sub-Adviser (the "Prospectus and Statement of Additional Information"), (iii) the Agreement and Declaration of Trust and the By-Laws of the Company, and (iv) applicable laws and regulations regulations, including the 1940 Act, the Investment Advisers Act of 1940, and the Internal Revenue Code of 19861986 (the "Code"), as each may be amended from time to time. If a conflict in policies or guidelines referenced herein occurs, the Prospectus and Statement of Additional Information shall control. In performance of its duties and obligations under this Agreement, the Sub-Adviser shall not consult with any other sub-adviser to a Fund or a sub-adviser to a portfolio that is under common control with a Fund concerning the Managed Assets, except as permitted by the policies and procedures of the Company. The Sub-Adviser shall not provide investment advice with respect to any assets of a Fund other than the Managed Assets. The Sub-Adviser agrees to perform such duties at its own expense and to provide the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. The Sub-Adviser will not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a Fund, nor will the Sub-Adviser bear any expenses that would result in the Company's inability to qualify as a regulated investment company under provisions of the Internal Revenue Code.

Duties of Sub Adviser. The Sub-Adviser shall manage the investment and reinvestment of the Managed Assets and determine in its discretion, the securities and other property to be purchased or sold and the portion of the Managed Assets to retain in cash. The Sub-Adviser shall review all proxy solicitation materials and shall exercise any voting rights associated with securities comprising the Managed Assets in the best interests of the Fund and its shareholders. The Sub-Adviser shall provide the Investment Manager and the Company with records concerning the Sub-Adviser's activities that the Company is required to maintain, and to render regular reports to the Investment Manager and to the Company concerning the Sub-Adviser's discharge of the foregoing responsibilities. The Sub-Adviser shall discharge the foregoing responsibilities subject to the written instructions and directions of the Company and its Board of Directors and their agents, including the officers of the Company and the Investment Manager, and in compliance with (i) such policies as the Company may from time to time establish and communicate to the Sub- 2 Adviser, (ii) the objectives, policies, and limitations for each Fund set forth in the Prospectus and Statement of Additional Information as those documents may from time to time be amended or supplemented from and delivered to the Sub-Adviser (the "Prospectus and Statement of Additional Information"), (iii) the Declaration of Trust of the Company, and (iv) applicable laws and regulations including the 1940 Act, the Investment Advisers Act of 1940, and the Internal Revenue Code of 1986. If a conflict in policies or guidelines referenced herein occurs, the Prospectus and Statement of Additional Information shall control. The Sub-Adviser agrees to perform such duties at its own expense and to provide the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. The Sub-Adviser will not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a Fund, nor will the Sub-Adviser bear any expenses that would result in the Company's inability to qualify as a regulated investment company under provisions of the Internal Revenue Code.

Duties of Sub Adviser. The Sub-Adviser shall manage the investment and reinvestment of the Managed Assets and determine in its discretion, the securities and other property to be purchased or sold and the portion of the Managed Assets to retain in cash. The Sub-Adviser shall review all proxy solicitation materials and shall exercise any voting rights associated with securities comprising the Managed Assets in the best interests of the Fund and its shareholders. The Sub-Adviser shall provide the Investment Manager and the Company with records concerning the Sub-Adviser's activities that the Company is required to maintain, and to render regular reports to the Investment Manager and to the Company concerning the Sub-Adviser's discharge of the foregoing responsibilities. The Sub-Adviser shall discharge the foregoing responsibilities subject to the written instructions and directions of the Company and its Board of Directors and their agents, including the officers of the Company and the Investment Manager, and in compliance with (i) such policies as the Company may from time to time establish and communicate to the Sub- 2 Sub-Adviser, (ii) the objectives, policies, and limitations for each the Fund set forth in the Prospectus and Statement of Additional Information as those documents may from time to time be amended or supplemented from and delivered to the Sub-Adviser (the "Prospectus and Statement of Additional Information"), (iii) the Declaration of Trust of the Company, and (iv) applicable laws and regulations including the 1940 Act, the Investment Advisers Act of 1940, and the Internal Revenue Code of 1986. If a conflict in policies or guidelines referenced herein occurs, the Prospectus and Statement of Additional Information shall control. The Sub-Adviser agrees to perform such duties at its own expense and to provide the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. The Sub-Adviser will not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a Fund, nor will the Sub-Adviser bear any expenses that would result in the Company's inability to qualify as a regulated investment company under provisions of the Internal Revenue Code.

Duties of Sub Adviser. The Adviser employs the Sub-Adviser shall to manage the investment and reinvestment of the Managed Assets Fund’s assets and, with respect to such assets, to continuously review, supervise, and administer the investment program of the Fund, to determine in its discretion, the Sub-Adviser's discretion the securities and other property to be purchased or sold sold, to provide the Adviser and the portion of the Managed Assets to retain in cash. The Sub-Adviser shall review all proxy solicitation materials and shall exercise any voting rights associated with securities comprising the Managed Assets in the best interests of the Fund and its shareholders. The Sub-Adviser shall provide the Investment Manager and the Company Trust with records concerning the Sub-Adviser's activities that which the Company Trust is required to maintain, and to render regular reports to the Investment Manager Adviser and to the Company Trust's officers and Trustees concerning the Sub-Adviser's discharge of the foregoing responsibilities. The Sub-Adviser shall discharge the foregoing responsibilities subject to the written instructions Adviser's oversight and directions the control of the Company officers and its Board of Directors and their agents, including the officers Trustees of the Company Trust and in compliance with such policies as the Investment ManagerTrustees may from time to time establish, and in compliance with (i) such policies as the Company may from time to time establish and communicate to the Sub- 2 Adviser, (ii) the objectives, policies, and limitations for each the Fund set forth in the Prospectus and Statement of Additional Information Trust's current registration statement as those documents may amended from time to time be amended or supplemented from and delivered to the Sub-Adviser (the "Prospectus and Statement of Additional Information"), (iii) the Declaration of Trust of the Companytime, and (iv) applicable laws and regulations including the 1940 Act and the Internal Revenue Code of 1986. If a conflict in policies or guidelines referenced herein occurs, the Prospectus and Statement of Additional Information shall controlregulations. The Sub-Adviser accepts such employment and agrees to perform such duties render the services for the compensation specified herein and to provide at its own expense and to provide the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. The Sub-Adviser will not, however, pay for instruct the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if anyTrust's Custodian(s) purchased or sold for a to hold and/or transfer the Fund, nor will ’s assets in accordance with Proper Instructions received from the Sub-Adviser bear any expenses that would result Adviser. (For this purpose, the term “Proper Instructions” shall have the meaning(s) specified in the Company's inability to qualify applicable agreement(s) between the Trust and its custodians.) The Sub-Adviser will not be responsible for Trust expenses except as a regulated investment company under provisions of the Internal Revenue Codespecified in this Agreement.

Duties of Sub Adviser. The Sub-Adviser adviser shall manage the investment and reinvestment of the Managed Assets and determine in its discretion, the securities and other property to be purchased or sold and the portion of the Managed Assets to retain in cash. The Sub-Adviser adviser shall review all proxy solicitation materials and shall exercise any voting rights associated with securities comprising the Managed Assets in the best interests of the Fund and its shareholders. The Sub-Adviser adviser shall provide the Investment Manager and the Company with records concerning the Sub-Adviseradviser's activities that the Company is required to maintain, and to render regular reports to the Investment Manager and to the Company concerning the Sub-Adviseradviser's discharge of the foregoing responsibilities. The Sub-Adviser adviser shall discharge the foregoing responsibilities subject to the written instructions and directions of the Company and its Board of Directors and their agents, including the officers of the Company and the Investment Manager, and in compliance with (i) such policies as the Company may from time to time establish and communicate to the Sub- 2 AdviserSub-adviser, (ii) the objectives, policies, and limitations for each Fund set forth in the Prospectus and Statement of Additional Information as those documents may from time to time be amended or supplemented from and delivered to the Sub-Adviser adviser (the "Prospectus and Statement of Additional Information"), (iii) the Declaration of Trust of the Company, and (iv) applicable laws and regulations including the 1940 Act, the Investment Advisors Act of 1940, and the Internal Revenue Code of 1986. If a conflict in policies or guidelines referenced herein occurs, the Prospectus and Statement of Additional Information shall control. The Sub-Adviser adviser agrees to perform such duties at its own expense and to provide the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. The Sub-Adviser adviser will not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a Fund, nor will the Sub-Adviser adviser bear any expenses that would result in the Company's inability to qualify as a regulated investment company under provisions of the Internal Revenue Code.

Duties of Sub Adviser. The Sub-Adviser adviser shall manage the investment and reinvestment of the Managed Assets and determine in its discretion, the securities and other property to be purchased or sold and the portion of the Managed Assets to retain in cash. The Sub-Adviser adviser shall review all proxy solicitation materials and shall exercise any voting rights associated with securities comprising the Managed Assets in the best interests of the Fund and its shareholders. The Sub-Adviser adviser shall provide the Investment Manager and the Company with records concerning the Sub-Adviseradviser's activities that the Company is required to maintain, and to render regular reports to the Investment Manager and to the Company concerning the Sub-Adviseradviser's discharge of the foregoing responsibilities. The Sub-Adviser adviser shall discharge the foregoing responsibilities subject to the written instructions and directions of the Company and its Board of Directors and their agents, including the officers of the Company and the Investment Manager, and in compliance with (i) such policies as the Company may from time to time establish and communicate to the Sub- 2 Adviseradviser, (ii) the objectives, policies, and limitations for each Fund set forth in the Prospectus and Statement of Additional Information as those documents may from time to time be amended or supplemented from and delivered to the Sub-Adviser (the "Prospectus and Statement of Additional Information"), (iii) the Declaration of Trust of the Company, and (iv) applicable laws and regulations including the 1940 Act, the Investment Advisers Act of 1940, and the Internal Revenue Code of 1986. If a conflict in policies or guidelines referenced herein occurs, the Prospectus and Statement of Additional Information shall control. The Sub-Adviser adviser agrees to perform such duties at its own expense and to provide the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. The Sub-Adviser adviser will not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a Fund, nor will the Sub-Adviser adviser bear any expenses that would result in the Company's inability to qualify as a regulated investment company under provisions of the Internal Revenue Code.

Duties of Sub Adviser. The Sub-Adviser adviser shall manage the investment and reinvestment of the Managed Assets and determine in its discretion, the securities and other property to be purchased or sold and the portion of the Managed Assets to retain in cash. The Sub-Adviser adviser shall review all proxy solicitation materials and shall exercise any voting rights associated with securities comprising the Managed Assets in the best interests of the Fund and its shareholders. The Sub-Adviser adviser shall provide the Investment Manager and the Company with records concerning the Sub-Adviseradviser's activities that the Company is required to maintain, and to render regular reports to the Investment Manager and to the Company concerning the Sub-Adviseradviser's discharge of the foregoing responsibilities. The Sub-Adviser adviser shall discharge the foregoing responsibilities subject to the written instructions and directions of the Company and its Board of Directors and their agents, including the officers of the Company and the Investment Manager, and in compliance with (i) such policies as the Company may from time to time establish and communicate to the Sub- 2 Adviseradviser, (ii) the objectives, policies, and limitations for each Fund set forth in the Prospectus and Statement of Additional Information as those documents may from time to time be amended or supplemented from and delivered to the Sub-Adviser adviser (the "Prospectus and Statement of Additional Information"), (iii) the Declaration of Trust of the Company, and (iv) applicable laws and regulations including the 1940 Act, the Investment Advisers Act of 1940, and the Internal Revenue Code of 1986. If a conflict in policies or guidelines referenced herein occurs, the Prospectus and Statement of Additional Information shall control. The Sub-Adviser adviser agrees to perform such duties at its own expense and to provide the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. The Sub-Adviser will not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a Fund, nor will the Sub-Adviser adviser bear any expenses that would result in the Company's inability to qualify as a regulated investment company under provisions of the Internal Revenue Code.

Duties of Sub Adviser. The Adviser employs the Sub-Adviser shall to manage the investment and reinvestment of the Managed Assets Funds’ assets and, with respect to such assets, to continuously review, supervise, and administer the investment program of the Funds, to determine in its discretion, the Sub-Adviser's discretion the securities and other property to be purchased or sold sold, to provide the Adviser and the portion of the Managed Assets to retain in cash. The Sub-Adviser shall review all proxy solicitation materials and shall exercise any voting rights associated with securities comprising the Managed Assets in the best interests of the Fund and its shareholders. The Sub-Adviser shall provide the Investment Manager and the Company Trust with records concerning the Sub-Adviser's activities that which the Company Trust is required to maintain, and to render regular reports to the Investment Manager Adviser and to the Company Trust's officers and Trustees concerning the Sub-Adviser's discharge of the foregoing responsibilities. The Sub-Adviser shall discharge the foregoing responsibilities subject to the written instructions Adviser's oversight and directions the control of the Company officers and its Board of Directors and their agents, including the officers Trustees of the Company Trust and in compliance with such policies as the Investment ManagerTrustees may from time to time establish, and in compliance with (i) such policies as the Company may from time to time establish and communicate to the Sub- 2 Adviser, (ii) the objectives, policies, and limitations for each Fund such Funds set forth in the Prospectus and Statement of Additional Information Trust's current registration statement as those documents may amended from time to time time, any written guidelines adopted by the Trustees (any such guidelines will be amended or supplemented from attached hereto as Schedule A) and delivered to the Sub-Adviser (the "Prospectus and Statement of Additional Information"), (iii) the Declaration of Trust of the Company, and (iv) applicable laws and regulations including the 1940 Act and the Internal Revenue Code of 1986. If a conflict in policies or guidelines referenced herein occurs, the Prospectus and Statement of Additional Information shall controlregulations. The Sub-Adviser accepts such employment and agrees to perform such duties render the services for the compensation specified herein and to provide at its own expense and to provide the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. The Sub-Adviser will not, however, pay for instruct the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if anyTrust's Custodian(s) purchased or sold for a Fund, nor will to hold and/or transfer the Funds’ assets in accordance with Proper Instructions received from the Sub-Adviser bear any expenses that would result Adviser. (For this purpose, the term "Proper Instructions" shall have the meaning(s) specified in the Company's inability to qualify applicable agreement(s) between the Trust and its custodians.) The Sub-Adviser will not be responsible for Trust expenses except as a regulated investment company under provisions of the Internal Revenue Codespecified in this Agreement.

Duties of Sub Adviser. The Sub-Adviser shall manage the investment and reinvestment of the Managed Assets and determine in its discretion, the securities and other property to be purchased or sold and the portion of the Managed Assets to retain in cash. The Sub-Adviser adviser shall review all proxy solicitation materials and shall exercise any voting rights associated with securities comprising the Managed Assets in the best interests of the Fund and its shareholders. The Sub-Adviser adviser shall provide the Investment Manager and the Company with records concerning the Sub-Adviseradviser's activities that the Company is required to maintain, and to render regular reports to the Investment Manager and to the Company concerning the Sub-Adviseradviser's discharge of the foregoing responsibilities. The Sub-Adviser adviser shall discharge the foregoing responsibilities subject to the written instructions and directions of the Company and its Board of Directors and their agents, including the officers of the Company and the Investment Manager, and in compliance with (i) such policies as the Company may from time to time establish and communicate to the Sub- 2 Adviseradviser, (ii) the objectives, policies, and limitations for each Fund set forth in the Prospectus and Statement of Additional Information as those documents may from time to time be amended or supplemented from and delivered to the Sub-Adviser adviser (the "Prospectus and Statement of Additional Information"), (iii) the Declaration of Trust of the Company, and (iv) applicable laws and regulations including the 1940 Act, the Investment Advisers Act of 1940 and the Internal Revenue Code of 1986. If a conflict in policies or guidelines referenced herein occurs, the Prospectus and Statement of Additional Information shall control. The Sub-Adviser adviser agrees to perform such duties at its own expense and to provide the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. The Sub-Adviser adviser will not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a Fund, nor will the Sub-Adviser adviser bear any expenses that would result in the Company's inability to qualify as a regulated investment company under provisions of the Internal Revenue Code.

Duties of Sub Adviser. The Sub-Adviser adviser shall manage the investment and reinvestment of the Managed Assets and determine in its discretion, the securities and other property to be purchased or sold and the portion of the Managed Assets to retain in cash. The Sub-Adviser adviser shall review all proxy solicitation materials and shall exercise any voting rights associated with securities comprising the Managed Assets in the best interests of the Fund and its shareholders. The Sub-Adviser adviser shall provide the Investment Manager and the Company with records concerning the Sub-Adviseradviser's activities that the Company is required to maintain, and to render regular reports to the Investment Manager and to the Company concerning the Sub-Adviseradviser's discharge of the foregoing responsibilities. The Sub-Adviser adviser shall discharge the foregoing responsibilities subject to the written instructions and directions of the Company and its Board of Directors and their agents, including the officers of the Company and the Investment Manager, and in compliance with (i) such policies as the Company may from time to time establish and communicate to the Sub- 2 Adviseradviser, (ii) the objectives, policies, and limitations for each Fund set forth in the Prospectus and Statement of Additional Information as those documents may from time to time be amended or supplemented from and delivered to the Sub-Adviser adviser (the "Prospectus and Statement of Additional Information"), (iii) the Declaration of Trust of the Company, and (iv) applicable laws and regulations including the 1940 Act, the Investment Advisers Act of 1940 and the Internal Revenue Code of 1986. If a conflict in policies or guidelines referenced herein occurs, the Prospectus and Statement of Additional Information shall control. The Sub-Adviser adviser agrees to perform such duties at its own expense and to provide the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. The Sub-Adviser adviser will not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a Fund, nor will the Sub-Adviser adviser bear any expenses that would result in the Company's inability to qualify as a regulated investment company under provisions of the Internal Revenue Code.

Duties of Sub Adviser. The Sub-Adviser shall manage the investment and reinvestment of the Managed Assets and determine in its discretion, the securities and other property to be purchased or sold and the portion of the Managed Assets to retain in cash. The Sub-Adviser shall review all proxy solicitation materials and shall exercise any voting rights associated with securities comprising the Managed Assets in the best interests of the Fund and its shareholders. The Sub-Adviser shall provide the Investment Manager and the Company with records concerning the Sub-Adviser's activities that the Company is required to maintain, and to render regular reports to the Investment Manager and to the Company concerning the Sub-Adviser's discharge of the foregoing responsibilities. The Sub-Adviser shall discharge the foregoing responsibilities subject to the written instructions and directions of the Company and its Board of Directors and their agents, including the officers of the Company Fund and the Investment Manager, and in compliance with (i) such policies as the Company may from time to time establish and communicate to the Sub- 2 Adviser, (iiSub-Adviser,(ii) the objectives, policies, and limitations for each the Short Duration Fund set forth in the Prospectus and Statement of Additional Information as those documents may from time to time be amended or supplemented from time to time and delivered to the Sub-Adviser (the "Prospectus and Statement of Additional Information"), (iiiInformation"),(iii) the Declaration of Trust of the Company, and (iv) applicable laws and regulations including the Investment Company Act of 1940 Act (the "40 Act") and the Internal Revenue Code of 1986. If a conflict in policies or guidelines referenced herein occurs, the Prospectus and Statement of Additional Information shall control. The Sub-Adviser agrees to perform such duties at its own expense and to provide the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. The Sub-Adviser will not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a the Fund, nor will the Sub-Adviser bear any expenses that would result in the Company's inability to qualify as a regulated investment company under provisions of the Internal Revenue Code.

Duties of Sub Adviser. The Adviser hereby appoints the Sub-adviser to act as investment adviser to each series listed on Schedule A hereto (a "Series") of Advisor, a Delaware business trust (the "Registrant"), for the period and on such terms as are set forth in this Agreement. The Adviser shall employs the Sub-adviser to manage the investment and reinvestment of the Managed Assets assets of the Series, to continuously review, supervise and administer the investment program of the Series, to determine in its discretion, discretion the securities and other property to be purchased or sold and the portion of the Managed Assets Series' assets to retain in cash. The Sub-Adviser shall review all proxy solicitation materials be held uninvested, to designate the identity and shall exercise any voting rights associated with securities comprising weighting of the Managed Assets Securities in the best interests of Deposit Securities and the Fund and its shareholders. The Sub-Adviser shall Securities (as such terms are defined in the Registration Statement), to provide the Investment Manager Adviser and the Company Registrant with records concerning the Sub-AdviserSubadviser's activities that which the Company Registrant is required to maintain, and to render regular reports to the Investment Manager Adviser, the Registrant's officers and to the Company Board of Trustees concerning the Sub-Adviseradviser's discharge of the foregoing responsibilities. The Sub-Adviser adviser will oversee the maintenance of all books and records with respect to the securities transactions of each Series, and will furnish the Board with such periodic and special reports as the Board reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-adviser agrees that all records which it maintains for the Registrant are the property of the Registrant, agrees to preserve for the periods prescribed by Rule 31 a-2 under the 1940 Act any records which it maintains for the Registrant and which are required to be maintained by Rule 31 a-I under the 1940 Act and further agrees to surrender promptly to the Registrant any records which it so maintains, upon request by the Registrant. The Sub-adviser shall discharge the foregoing responsibilities subject to the written instructions and directions control of the Company Adviser and its the officers and the Board of Directors and their agents, including the officers Trustees of the Company and the Investment ManagerRegistrant, and in compliance with (i) such policies as the Company may from time to time establish and communicate to the Sub- 2 Adviser, (ii) the objectives, policies, policies and limitations for each Fund set forth in the Prospectus Registrant's Registration Statement (Nos. 811-____; 33-____, including the Series' prospectus and Statement statement of Additional Information as those documents may from time to time be amended or supplemented from additional information, applicable laws and delivered to regulations. In carrying out its responsibilities hereunder, the Sub-adviser will consult with the Adviser (on a continuous basis regarding the "Prospectus and Statement of Additional Information"), (iii) the Declaration of Trust management of the Company, and (iv) applicable laws and regulations including the 1940 Act and the Internal Revenue Code of 1986. If a conflict in policies or guidelines referenced herein occurs, the Prospectus and Statement of Additional Information shall controlSeries. The Sub-Adviser adviser accepts such employment and agrees to perform such duties render the services and to provide, at its own expense and to provide expense, the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. The Sub-Adviser will not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a Fund, nor will the Sub-Adviser bear any expenses that would result in the Company's inability to qualify as a regulated investment company under provisions of the Internal Revenue Codetherein.

Duties of Sub Adviser. The Adviser hereby appoints the Sub-adviser to act as investment Sub-adviser to each Series of the Registrant, for the period and on such terms as are set forth in this Agreement. Subject to the supervision of the Adviser shall and the Board of Trustees of the Registrant (the “Board”), the Adviser employs the Sub-adviser to manage the investment and reinvestment of the Managed Assets assets of the Series, to continuously review, supervise and determine in its discretionadminister the investment program of the Series, to advise of the securities and other property to be purchased or sold and the portion of the Managed Assets Series’ assets to retain in cash. The Subbe held un-Adviser shall review all proxy solicitation materials invested, to designate the identity and shall exercise any voting rights associated with weighting of the securities comprising the Managed Assets in the best interests of Deposit Securities and the Fund and its shareholders. The Sub-Adviser shall Securities (as such terms are defined in the Registration Statement), to provide the Investment Manager Adviser and the Company Registrant with records concerning the Sub-Adviser's adviser’s activities that which the Company Registrant is required to maintain, and to render regular reports to the Investment Manager Adviser, the Registrant’s officers and to the Company Board concerning the Sub-Adviser's adviser’s discharge of the foregoing responsibilities. The Sub-Adviser adviser will oversee the maintenance of all books and records with respect to the securities transactions of each Series, and will furnish the Board with such periodic and special reports as the Board reasonably may request. In compliance with the requirements of Rule 31 a-3 under the 1940 Act, the Sub-adviser agrees that all records which it maintains for the Registrant are the property of the Registrant, agrees to preserve for the periods prescribed by Rule 31 a-2 under the 1940 Act any records which it maintains for the Registrant and which are required to be maintained by Rule 31 a-I under the 1940 Act and further agrees to surrender promptly to the Registrant any records which it so maintains, upon request by the Registrant. The Sub-adviser shall discharge the foregoing responsibilities subject to the written instructions control and directions supervision of the Company Adviser and its the officers and the Board of Directors and their agents, including the officers of the Company and the Investment ManagerRegistrant, and in compliance with (i) such policies as the Company may from time to time establish and communicate to the Sub- 2 Adviser, (ii) the objectives, policies, policies and limitations for each Fund set forth in the Prospectus Registrant’s Registration Statement, including the Series’ prospectus and Statement statement of Additional Information as those documents may from time to time be amended or supplemented from additional information, applicable laws and delivered to regulations. In carrying out its responsibilities hereunder, the Sub-adviser will consult with the Adviser (on a continuous basis regarding the "Prospectus and Statement of Additional Information"), (iii) the Declaration of Trust management of the Company, and (iv) applicable laws and regulations including the 1940 Act and the Internal Revenue Code of 1986. If a conflict in policies or guidelines referenced herein occurs, the Prospectus and Statement of Additional Information shall controlSeries. The Sub-Adviser adviser accepts such employment and agrees to perform such duties render the services and to provide, at its own expense and to provide expense, the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided hereintherein. The Sub-adviser shall be responsible for reviewing proxy solicitation materials or voting and handling proxies in relation to the securities held as assets in each of the Series. The Sub-adviser shall promptly notify the Adviser will not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a Fund, nor will any financial condition that is reasonably likely to impair the Sub-adviser’s ability to fulfill its commitment under the Agreement. The Sub-adviser shall furnish to the Adviser bear any expenses that would result in or the Company's inability Board of Trustees such periodic reports and special reports, balance sheets or financial information, and such other information with regard to qualify its affairs as a regulated investment company under provisions the Adviser or Board of Trustees may reasonably request. Upon the request of the Internal Revenue CodeAdviser, the Sub-adviser shall also furnish to the Adviser any other information relating to the assets that is required to be filed by the Adviser or the Trust with the SEC or sent to shareholders under the 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Trust obtains from the SEC.

Duties of Sub Adviser. The Adviser hereby appoints the Sub-adviser to act as investment Sub-adviser to each series listed on Appendix A hereto (a “Series”) of SPA ETF Trust, a Delaware business trust (the “Registrant”), for the period and on such terms as are set forth in this Agreement. The Adviser shall employs the Sub-adviser to manage the investment and reinvestment of the Managed Assets assets of the Series, to continuously review, supervise and administer the investment program of the Series, to determine in its discretion, discretion the securities and other property to be purchased or sold and the portion of the Managed Assets Series’ assets to retain in cash. The Sub-Adviser shall review all proxy solicitation materials be held uninvested, to designate the identity and shall exercise any voting rights associated with securities comprising weighting of the Managed Assets Securities in the best interests of Deposit Securities and the Fund and its shareholders. The Sub-Adviser shall Securities (as such terms are defined in the Registration Statement), to provide the Investment Manager Adviser and the Company Registrant with records concerning the Sub-Adviser's Subadviser’s activities that which the Company Registrant is required to maintain, and to render regular reports to the Investment Manager Adviser, the Registrant’s officers and to the Company Board of Trustees concerning the Sub-Adviser's adviser’s discharge of the foregoing responsibilities. The Sub-Adviser adviser will oversee the maintenance of all books and records with respect to the securities transactions of each Series, and will furnish the Board with such periodic and special reports as the Board reasonably may request. In compliance with the requirements of Rule 31 a-3 under the 1940 Act, the Sub-adviser agrees that all records which it maintains for the Registrant are the property of the Registrant, agrees to preserve for the periods prescribed by Rule 31 a-2 under the 1940 Act any records which it maintains for the Registrant and which are required to be maintained by Rule 31 a-1 under the 1940 Act and further agrees to surrender promptly to the Registrant any records which it so maintains, upon request by the Registrant. The Sub-adviser shall discharge the foregoing responsibilities subject to the written instructions and directions control of the Company Adviser and its the officers and the Board of Directors and their agents, including the officers Trustees of the Company and the Investment ManagerRegistrant, and in compliance with (i) such policies as the Company may from time to time establish and communicate to the Sub- 2 Adviser, (ii) the objectives, policies, policies and limitations for each Fund set forth in the Prospectus Registrant’s Registration Statement (Nos. 811-22103; 333-1448565, including the Series’ prospectus and Statement statement of Additional Information as those documents may from time to time be amended or supplemented from additional information, applicable laws and delivered to regulations. In carrying out its responsibilities hereunder, the Sub-adviser will consult with the Adviser (on a continuous basis regarding the "Prospectus and Statement of Additional Information"), (iii) the Declaration of Trust management of the Company, and (iv) applicable laws and regulations including the 1940 Act and the Internal Revenue Code of 1986. If a conflict in policies or guidelines referenced herein occurs, the Prospectus and Statement of Additional Information shall controlSeries. The Sub-Adviser adviser accepts such employment and agrees to perform such duties render the services and to provide, at its own expense and to provide expense, the office space, furnishings and equipment (including computer equipment (software and hardware)), and the personnel required by it to perform the services on the terms and for the compensation provided herein. The Sub-Adviser will not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a Fund, nor will the Sub-Adviser bear any expenses that would result in the Company's inability to qualify as a regulated investment company under provisions of the Internal Revenue Codetherein.

Duties of Sub Adviser. The Sub-Adviser adviser shall manage the investment and reinvestment of the Managed Assets and determine in its discretion, the securities and other property to be purchased or sold and the portion of the Managed Assets to retain in cash. The Sub-Adviser adviser shall review all proxy solicitation materials and shall exercise any voting rights associated with securities comprising the Managed Assets in the best interests of the Fund and its shareholders. The Sub-Adviser adviser shall provide the Investment Manager and the Company with records concerning the Sub-Adviseradviser's activities that the Company is required to maintain, and to render regular reports to the Investment Manager and to the Company concerning the Sub-Adviseradviser's discharge of the foregoing responsibilities. The Sub-Adviser adviser shall discharge the foregoing responsibilities subject to the written instructions and directions of the Company and its Board of Directors and their agents, including the officers of the Company and the Investment Manager, and in compliance with (i) such policies as the Company may from time to time establish and communicate to the Sub- 2 Adviseradviser, (ii) the objectives, policies, and limitations for each Fund set forth in the Prospectus and Statement of Additional Information as those documents may from time to time be amended or supplemented from and delivered to the Sub-Adviser adviser (the "Prospectus and Statement of Additional Information"), (iii) the Declaration of Trust of the Company, and (iv) applicable laws and regulations including the 1940 Act and the Internal Revenue Code of 1986. If a conflict in policies or guidelines referenced herein occurs, the Prospectus and Statement of Additional Information shall control. The Sub-Adviser adviser agrees to perform such duties at its own expense and to provide the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. The Sub-Adviser adviser will not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a Fund, nor will the Sub-Adviser adviser bear any expenses that would result in the Company's inability to qualify as a regulated investment company under provisions of the Internal Revenue Code.

Duties of Sub Adviser. The Sub-Adviser adviser shall manage the investment and reinvestment of the Managed Assets and determine in its discretion, the securities and other property to be purchased or sold and the portion of the Managed Assets to retain in cash. The Sub-Adviser adviser shall review all proxy solicitation materials and shall exercise any voting rights associated with securities comprising the Managed Assets in the best interests of the Fund and its shareholders. The Sub-Adviser adviser shall provide the Investment Manager and the Company with records concerning the Sub-Adviseradviser's activities that the Company is required to maintain, and to render regular reports to the Investment Manager and to the Company concerning the Sub-Adviser's discharge of the foregoing responsibilities. The Sub-Adviser adviser shall discharge the foregoing responsibilities subject to the written instructions and directions of the Company and its Board of Directors and their agents, including the officers of the Company and the Investment Manager, and in compliance with (i) such policies as the Company may from time to time establish and communicate to the Sub- 2 Adviseradviser, (ii) the objectives, policies, and limitations for each Fund set forth in the Prospectus and Statement of Additional Information as those documents may from time to time be amended or supplemented from and delivered to the Sub-Adviser adviser (the "Prospectus and Statement of Additional Information"), (iii) the Declaration of Trust of the Company, and (iv) applicable laws and regulations including the 1940 Act, the Investment Advisers Act of 1940, and the Internal Revenue Code of 1986. If a conflict in policies or guidelines referenced herein occurs, the Prospectus and Statement of Additional Information shall control. The Sub-Adviser adviser agrees to perform such duties at its own expense and to provide the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. The Sub-Adviser adviser will not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a Fund, nor will the Sub-Adviser adviser bear any expenses that would result in the Company's inability to qualify as a regulated investment company under provisions of the Internal Revenue Code.