Common use of Information and Reports Clause in Contracts

Information and Reports. A. The Subadviser shall keep the Trust and the Adviser informed of developments relating to its duties as Subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Designated Series. In this regard, the Subadviser shall provide the Trust, the Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Trust and the Adviser may from time to time reasonably request. In addition, prior to each meeting of the Board, the Subadviser shall provide the Adviser and the Board with reports regarding the Subadviser’s management of the Designated Series during the most recently completed quarter, which reports: (i) shall include Subadviser’s representation that its performance of its investment management duties hereunder is in compliance with the Designated Series’ investment objectives and practices, the Act and applicable rules and regulations under the Act, and the diversification and minimum “good income” requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and (ii) otherwise shall be in such form as may be reasonably required by the Adviser. B. Each of the Adviser and the Subadviser shall provide the other party with a list, to the best of the Adviser’s or the Subadviser’s respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or the Subadviser, as the case may be, and each of the Adviser and Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. The Subadviser shall also provide the Adviser with any information reasonably requested by the Adviser regarding its management of the Designated Series required for any shareholder report, amended Registration Statement, or Prospectus supplement to be filed by the Trust with the SEC. D. The Subadviser shall promptly notify the Adviser and the Trust in the event that any of the Subadviser’s employees or contractors raise any issues concerning any actual or potential material violation of any law, regulation or internal policy of the Subadviser, in each case actually or potentially affecting the Designated Series.

Information and Reports. A. The Subadviser shall keep the Trust Fund and the Adviser informed of developments relating to its duties as Subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Designated Series. In this regard, the Subadviser shall provide the TrustFund, the Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Trust Fund and the Adviser may from time to time reasonably request. In addition, prior to each meeting of the BoardTrustees, the Subadviser shall provide the Adviser and the Board Trustees with reports regarding the Subadviser’s management of the Designated Series during the most recently completed quarter, which reports: (i) shall include Subadviser’s representation that its performance of its investment management duties hereunder is in compliance with the Designated Series’ Fund’s investment objectives and practices, the Act and applicable rules and regulations under the Act, and the diversification and minimum “good income” requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and (ii) otherwise shall be in such form as may be reasonably required mutually agreed upon by the Subadviser and the Adviser. B. Each of the Adviser and the Subadviser shall provide the other party with a list, to the best of the Adviser’s or the Subadviser’s respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or the Subadviser, as the case may be, and each of the Adviser and Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. The Subadviser shall also provide the Adviser with any information reasonably requested by the Adviser regarding its management of the Designated Series required for any shareholder report, amended Registration Statementregistration statement, or Prospectus supplement to be filed by the Trust Fund with the SEC. D. The Subadviser shall promptly notify the Adviser and the Trust in the event that any of the Subadviser’s employees or contractors raise any issues concerning any actual or potential material violation of any law, regulation or internal policy of the Subadviser, in each case actually or potentially affecting the Designated Series.

Information and Reports. A. (a) The Subadviser shall Adviser will keep the Trust and the Adviser informed of developments relating to its duties as Subadviser investment adviser of which the Subadviser Adviser has, or should have, knowledge that would materially affect the Designated SeriesFunds. In this regard, the Subadviser shall Adviser will provide the Trust, the Adviser Trust and their respective its officers with such periodic reports concerning the obligations the Subadviser Adviser has assumed under this Agreement as the Trust and the Adviser may from time to time reasonably request. In additionAdditionally, upon the request of the Board, prior to each meeting of Board meeting, the Adviser will provide the Board, the Subadviser shall or cause any Sub-Adviser to provide the Adviser and the Board Board, with reports regarding the Subadviser’s management of the Designated Series Funds during the most recently completed quarter, which reports: (i) shall include Subadviser’s representation including certifications that its performance of its investment management duties hereunder each Fund is in compliance with the Designated Series’ its respective investment objectives and practices, the 1940 Act and applicable rules and regulations under the Actthereunder, and the diversification and minimum “good income” requirements of Subchapter M under of the Internal Revenue Code of 1986Code, as amendedif applicable, and (ii) otherwise shall be other information in such form as may be reasonably required mutually agreed upon by the Adviser. B. Each of the Adviser and the Subadviser shall provide Trust. The Adviser also will certify quarterly to the other party Trust that it and its advisory persons have complied materially with the requirements of Rule 17j-1 during the previous quarter or, if not, explain what the Adviser has done to seek to ensure such compliance in the future. Annually, the Adviser will furnish a listwritten report, which complies with the requirements of Rule 17j-1 and Rule 38-a, concerning the Adviser’s Code of Ethics and compliance program, respectively, to the best Trust. Upon written request of the Adviser’s or the Subadviser’s respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) Fund with respect to violations of the Code of Ethics directly affecting any Fund, the Adviser or the Subadviser, as the case may be, and each will permit representatives of the Adviser and Subadviser agrees promptly Trust to update such list whenever examine reports (or summaries of the Adviser or reports) required to be made by Rule 17j-1(d)(1) relating to enforcement of the Subadviser becomes aware Code of any changes that should be added to or deleted from the list of affiliated personsEthics. C. (b) The Subadviser shall also Adviser will provide the Adviser Trust with any information reasonably requested by the Adviser regarding its management of the Designated Series Funds required for any shareholder report, amended Registration Statementregistration statement, or Prospectus prospectus supplement to be filed by the Trust with the SEC. D. . The Subadviser shall Adviser will promptly notify the Adviser and inform the Trust if any information in a Fund’s Prospectus or Statement of Additional Information, as amended from time to time (“SAI”), to the event that any of the SubadviserAdviser’s employees knowledge is (or contractors raise any issues concerning any actual will become) inaccurate or potential material violation of any law, regulation or internal policy of the Subadviser, in each case actually or potentially affecting the Designated Seriesincomplete.

Information and Reports. A. The Subadviser shall keep the Trust Fund and the Adviser informed of developments relating to its duties as Subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Designated Series. In this regard, the Subadviser shall provide the TrustFund, the Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Trust Fund and the Adviser may from time to time reasonably request. In addition, prior to each meeting of the BoardTrustees, the Subadviser shall provide the Adviser and the Board Trustees with reports regarding the Subadviser’s 's management of the Designated Series that discrete portion of the assets the Series managed by the Subadviser during the most recently completed quarter, quarter which reports: (i) shall include Subadviser’s 's representation that its performance of its investment management duties hereunder is in compliance with the Designated Series’ Fund's investment objectives and practices, the Act and applicable rules and regulations under the Act, and the diversification and minimum “"good income” " requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and (ii) otherwise shall be in such form as may be reasonably required mutually agreed upon by the Subadviser and the Adviser. B. Each of the Adviser and the Subadviser shall provide the other party with a list, to the best of the Adviser’s 's or the Subadviser’s 's respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or the Subadviser, as the case may be, and each of the Adviser and Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. The Subadviser shall also provide the Adviser with any information reasonably requested by the Adviser regarding its management of the Designated Series required for any shareholder report, amended Registration Statementregistration statement, or Prospectus supplement to be filed by the Trust Fund with the SEC. D. The Subadviser shall promptly notify the Adviser and the Trust in the event that any of the Subadviser’s employees or contractors raise any issues concerning any actual or potential material violation of any law, regulation or internal policy of the Subadviser, in each case actually or potentially affecting the Designated Series.

Information and Reports. A. The Subadviser shall Sub-Adviser will keep the Trust and the Adviser informed of developments relating to its duties as Subadviser Sub-Adviser of which the Subadviser Sub-Adviser has, or should have, knowledge that would materially affect the Designated SeriesFund or the Trust. In this regard, the Subadviser shall Sub-Adviser will provide the Trust, the Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser Sub-Adviser has assumed under this Agreement as the Trust and the Adviser may from time to time reasonably request. In addition, prior to each meeting of the BoardTrustees, the Subadviser shall Sub-Adviser will provide the Adviser and the Board Trustees with reports regarding the SubadviserSub-Adviser’s management of the Designated Series Fund during the most recently completed quarter, which reports: (i) shall will include SubadviserSub-Adviser’s representation that its performance of its investment management duties hereunder is in compliance with the Designated Series’ Fund’s investment objectives and practices, the Act and applicable rules and regulations under the Act, and the diversification and minimum “good income” requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and (ii) otherwise shall will be in such form as may be reasonably required mutually agreed upon by the Sub-Adviser and the Adviser. B. Each of the Adviser and the Subadviser shall Sub-Adviser will provide the other party with a list, to the best of the Adviser’s or the SubadviserSub-Adviser’s respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or the SubadviserSub-Adviser, as the case may be, and each of the Adviser and Subadviser Sub-Adviser agrees promptly to update such list whenever the Adviser or the Subadviser Sub-Adviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. The Subadviser shall Sub-Adviser will also provide the Adviser with any information reasonably requested by the Adviser regarding its management of the Designated Series Fund required for any shareholder report, amended Registration Statementregistration statement, or Prospectus or Statement of Additional Information supplement to be filed by the Trust with the SEC. D. The Subadviser shall promptly notify the Adviser and the Trust in the event that any of the Subadviser’s employees or contractors raise any issues concerning any actual or potential material violation of any law, regulation or internal policy of the Subadviser, in each case actually or potentially affecting the Designated Series.

Information and Reports. A. The Subadviser shall keep the Trust and the Adviser informed of developments relating to its duties as Subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Designated Series. In this regard, the Subadviser shall provide the Trust, the Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Trust and the Adviser may from time to time reasonably request. In addition, prior to each meeting of the Board, the Subadviser shall provide the Adviser and the Board with reports regarding the Subadviser’s management of the Designated Series during the most recently completed quarter, which reports: (i) shall include Subadviser’s representation that its performance of its investment management duties hereunder is in compliance with the Designated Series’ investment objectives and practices, the Act and applicable rules and regulations under the Act, and the diversification and minimum “good income” requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and (ii) otherwise shall be in such form as may be reasonably required mutually agreed upon by the Subadviser and the Adviser. B. Each of the Adviser and the Subadviser shall provide the other party with a list, to the best of the Adviser’s or the Subadviser’s respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or the Subadviser, as the case may be, and each of the Adviser and Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. The Subadviser shall also provide the Adviser with any information reasonably requested by the Adviser regarding its management of the Designated Series required for any shareholder report, amended Registration Statement, or Prospectus supplement to be filed by the Trust with the SEC. D. The Subadviser shall promptly notify the Adviser and the Trust in the event that any of the Subadviser’s employees or contractors raise any issues concerning any actual or potential material violation of any law, regulation or internal policy of the Subadviser, in each case actually or potentially affecting the Designated Series.

Information and Reports. A. The Subadviser shall keep the Trust Fund and the Adviser informed of developments relating to its duties as Subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Designated Series. In this regard, the Subadviser shall provide the TrustFund, the Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Trust Fund and the Adviser may from time to time reasonably request. In addition, prior to each meeting of the BoardTrustees, the Subadviser shall provide the Adviser and the Board Trustees with reports regarding the Subadviser’s management of the Designated Series that discrete portion of the assets the Series managed by the Subadviser during the most recently completed quarter, quarter which reports: (i) shall include Subadviser’s representation that its performance of its investment management duties hereunder is in compliance with the Designated Series’ Fund’s investment objectives and practices, the Act and applicable rules and regulations under the Act, and the diversification and minimum “good income” requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and (ii) otherwise shall be in such form as may be reasonably required mutually agreed upon by the Subadviser and the Adviser. B. Each of the Adviser and the Subadviser shall provide the other party with a list, to the best of the Adviser’s or the Subadviser’s respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or the Subadviser, as the case may be, and each of the Adviser and Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. The Subadviser shall also provide the Adviser with any information reasonably requested by the Adviser regarding its management of the Designated Series required for any shareholder report, amended Registration Statementregistration statement, or Prospectus supplement to be filed by the Trust Fund with the SEC. D. The Subadviser shall promptly notify the Adviser and the Trust in the event that any of the Subadviser’s employees or contractors raise any issues concerning any actual or potential material violation of any law, regulation or internal policy of the Subadviser, in each case actually or potentially affecting the Designated Series.

Information and Reports. A. The Subadviser shall keep the Trust Fund and the Adviser informed of developments relating to its duties as Subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Designated Series. In this regard, the Subadviser shall provide the TrustFund, the Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Trust Fund and the Adviser may from time to time reasonably request. In addition, prior to each meeting of the BoardTrustees, the Subadviser shall provide the Adviser and the Board Trustees with reports regarding the Subadviser’s 's management of the Designated Series during the most recently completed quarter, which reports: (i) shall to include Subadviser’s representation written communication that its performance of its investment management duties hereunder the Series is in compliance with the Designated Series’ its investment objectives and practices, the Act and applicable rules and regulations under the Act, and the diversification and minimum “good income” requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and (ii) otherwise shall be in such form as may be reasonably required mutually agreed upon by the Subadviser and the Adviser. B. Each of the Adviser and the Subadviser shall provide the other party with a list, to the best of the Adviser’s 's or the Subadviser’s 's respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or the Subadviser, as the case may be, and each of the Adviser and Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. The Subadviser shall also provide the Adviser with any information reasonably requested by the Adviser regarding its management of the Designated Series required for any shareholder report, amended Registration Statementregistration statement, or Prospectus supplement to be filed by the Trust Fund with the SEC. D. The Subadviser shall promptly notify the Adviser and the Trust in the event that any of the Subadviser’s employees or contractors raise any issues concerning any actual or potential material violation of any law, regulation or internal policy of the Subadviser, in each case actually or potentially affecting the Designated Series.

Information and Reports. A. The Subadviser shall keep the Trust and the Adviser informed of developments relating to its duties as Subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Designated Series. In this regard, the Subadviser shall provide the Trust, the Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Trust and the Adviser may from time to time reasonably request. In addition, prior to each meeting of the Board, the Subadviser shall provide the Adviser and the Board with reports regarding the Subadviser’s management of the Designated Series during the most recently completed quarter, which reports: (i) shall include Subadviser’s representation that its performance of its investment management duties hereunder is in compliance with the Designated Series’ investment objectives and practices, the Act and applicable rules and regulations under the Act, and the diversification and minimum “good income” requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and (ii) otherwise shall be in such form as may be reasonably required mutually agreed upon by the Subadviser and the Adviser. B. Each of the Adviser and the Subadviser shall provide the other party with a list, to the best of the Adviser’s or the Subadviser’s respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or the Subadviser, as the case may be, and each of the Adviser and Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. The Subadviser shall also provide the Adviser with any information reasonably requested by the Adviser regarding its management of the Designated Series required for any shareholder report, amended Registration Statement, or Prospectus supplement to be filed by the Trust with the SEC. D. The Subadviser shall promptly notify the Adviser and the Trust in the event that any of the Subadviser’s employees or contractors raise any issues concerning any actual or potential material violation of any law, regulation or internal policy of the Subadviser, in each case actually or potentially affecting the Designated Series.

Information and Reports. A. The Subadviser shall Sub-Adviser will keep the Trust and the Adviser informed of developments relating to its duties as Subadviser Sub-Adviser of which the Subadviser Sub-Adviser has, or should have, knowledge that would materially affect the Designated SeriesFund or the Trust. In this regard, the Subadviser shall Sub-Adviser will provide the Trust, the Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser Sub-Adviser has assumed under this Agreement as the Trust and the Adviser may from time to time reasonably request. In addition, prior to each meeting of the BoardTrustees, the Subadviser shall Sub-Adviser will provide the Adviser and the Board Trustees with reports regarding the SubadviserSub-Adviser’s management of the Designated Series Fund during the most recently completed quarter, which reports: (i) shall will include SubadviserSub-Adviser’s representation that its performance of its investment management duties hereunder is in compliance with the Designated Series’ Trust’s investment objectives and practices, the Act and applicable rules and regulations under the Act, and the diversification and minimum “good income” requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and (ii) otherwise shall will be in such form as may be reasonably required mutually agreed upon by the Sub-Adviser and the Adviser. B. Each of the Adviser and the Subadviser shall Sub-Adviser will provide the other party with a list, to the best of the Adviser’s or the SubadviserSub-Adviser’s respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or the SubadviserSub-Adviser, as the case may be, and each of the Adviser and Subadviser Sub-Adviser agrees promptly to update such list whenever the Adviser or the Subadviser Sub-Adviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. The Subadviser shall Sub-Adviser will also provide the Adviser with any information reasonably requested by the Adviser regarding its management of the Designated Series Fund required for any shareholder report, amended Registration Statementregistration statement, or Prospectus supplement to be filed by the Trust with the SEC. D. The Subadviser shall promptly notify the Adviser and the Trust in the event that any of the Subadviser’s employees or contractors raise any issues concerning any actual or potential material violation of any law, regulation or internal policy of the Subadviser, in each case actually or potentially affecting the Designated Series.

Information and Reports. A. The Subadviser shall keep the Trust Fund and the Adviser informed of developments relating to its duties as Subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Designated SeriesFund. In this regard, the Subadviser shall provide the TrustFund, the Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Trust Fund and the Adviser may from time to time reasonably request. In addition, prior to each meeting of the Board, the Subadviser shall provide the Adviser and the Board with reports regarding the Subadviser’s management of the Designated Series Allocated Portion during the most recently completed quarter, which reports: (i) shall include Subadviser’s representation that its performance of its investment management duties hereunder is in compliance with the Designated Series’ Fund’s investment objectives and practices, the Act and applicable rules and regulations under the Act, and the diversification and minimum “good income” requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and (ii) otherwise shall be in such form as may be reasonably required mutually agreed upon by the Subadviser and the Adviser. B. Each of the Adviser and the Subadviser shall provide the other party with a list, to the best of the Adviser’s or the Subadviser’s respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or the Subadviser, as the case may be, and each of the Adviser and Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. The Subadviser shall also provide the Adviser with any information reasonably requested by the Adviser regarding its management of the Designated Series Allocated Portion required for any shareholder report, amended Registration Statement, report or Prospectus supplement to be other disclosure document filed by the Trust Fund with the SEC. D. The Subadviser shall promptly notify the Adviser and the Trust in the event that any of the Subadviser’s employees or contractors raise any issues concerning any actual or potential material violation of any law, regulation or internal policy of the Subadviser, in each case actually or potentially affecting the Designated Series.

Information and Reports. A. The Subadviser shall keep the Trust and the Adviser informed of developments relating to its duties as Subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Designated Series. In this regard, the Subadviser shall provide the Trust, the Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Trust and the Adviser may from time to time reasonably request. In addition, prior to each regular meeting of the BoardTrustees, the Subadviser shall provide the Adviser and the Board Trustees with reports regarding the Subadviser’s 's management of the Designated Series managed by the Subadviser during the most recently completed quarter, quarter which reports: (i) shall include include, to the extent possible, Subadviser’s 's representation that its performance of its investment management duties hereunder is in compliance with the Designated Series’ Trust's investment objectives and practices, the Act and applicable rules and regulations under the Act, and the diversification and minimum “good income” requirements of Subchapter M under and Section 817(h) of the Internal Revenue Code of 1986, as amended, and (ii) otherwise shall be in such form as may be reasonably required mutually agreed upon by the Subadviser and the Adviser. B. Each of the Adviser and the Subadviser shall provide the other party with a list, to the best of the Adviser’s 's or the Subadviser’s 's respective knowledge, of each affiliated person (person, as defined under Section 2(a)(3) of the Act, and any affiliated person of such an affiliated person) , of the Adviser or the Subadviser, as the case may be, and each of the Adviser and Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. The Subadviser shall also provide the Adviser with any information reasonably requested by the Adviser regarding its management of the Designated Series required for any shareholder report, amended Registration Statementregistration statement, or Prospectus supplement to be filed by the Trust with the SEC. D. The Subadviser shall promptly notify the Adviser and the Trust in the event that any of the Subadviser’s employees or contractors raise any issues concerning any actual or potential material violation of any law, regulation or internal policy of the Subadviser, in each case actually or potentially affecting the Designated Series.

Information and Reports. A. The Subadviser shall keep the Trust Fund and the Adviser informed of developments relating to its duties as Subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Designated Series. In this regard, the Subadviser shall provide the TrustFund, the Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Trust Fund and the Adviser may from time to time reasonably request. In addition, prior to each meeting of the BoardTrustees, the Subadviser shall provide the Adviser and the Board Trustees with reports regarding the Subadviser’s 's management of the Designated Series during the most recently completed quarter, quarter which reports: (i) shall include Subadviser’s 's representation that its performance of its investment management duties hereunder is in compliance with the Designated Series’ Fund's investment objectives and practices, the Act and applicable rules and regulations under the Act, and the diversification and minimum “"good income” " requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and (ii) otherwise shall be in such form as may be reasonably required mutually agreed upon by the Subadviser and the Adviser. B. Each of the Adviser and the Subadviser shall provide the other party with a list, to the best of the Adviser’s 's or the Subadviser’s 's respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or the Subadviser, as the case may be, and each of the Adviser and Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. The Subadviser shall also provide the Adviser with any information reasonably requested by the Adviser regarding its management of the Designated Series required for any shareholder report, amended Registration Statementregistration statement, or Prospectus supplement to be filed by the Trust Fund with the SEC. D. The Subadviser shall promptly notify the Adviser and the Trust in the event that any of the Subadviser’s employees or contractors raise any issues concerning any actual or potential material violation of any law, regulation or internal policy of the Subadviser, in each case actually or potentially affecting the Designated Series.

Information and Reports. A. (a) The Subadviser shall Adviser will keep the Trust and the Adviser informed of developments relating to its duties as Subadviser investment adviser of which the Subadviser Adviser has, or should have, knowledge that would materially affect the Designated SeriesFunds. In this regard, the Subadviser shall Adviser will provide the Trust, the Adviser Trust and their respective its officers with such periodic reports concerning the obligations the Subadviser Adviser has assumed under this Agreement as the Trust and the Adviser may from time to time reasonably requestrequest or required by the 1940 Act or rules thereunder. In additionAdditionally, upon the request of the Board, prior to each meeting of Board meeting, the Adviser will provide the Board, the Subadviser shall or cause any Sub-Adviser to provide the Adviser and the Board Board, with reports regarding the Subadviser’s management of the Designated Series Funds during the most recently completed quarter, which reports: (i) shall include Subadviser’s representation including certifications that its performance of its investment management duties hereunder each Fund is in compliance with the Designated Series’ its respective investment objectives and practices, the 1940 Act and applicable rules and regulations under the Actthereunder, and the diversification and minimum “good income” requirements of Subchapter M under of the Internal Revenue Code of 1986Code, as amendedif applicable, and (ii) otherwise shall be other information in such form as may be reasonably required mutually agreed upon by the Adviser. B. Each of the Adviser and the Subadviser shall provide Trust. The Adviser also will certify quarterly to the other party Trust that it and its advisory persons have complied materially with the requirements of Rule 17j-1 during the previous quarter or, if not, explain what the Adviser has done to seek to ensure such compliance in the future. Annually, the Adviser will furnish a listwritten report, which complies with the requirements of Rule 17j-1 and Rule 38a-1, concerning the Adviser’s Code of Ethics and compliance program, respectively, to the best Trust. Upon written request of the Adviser’s or the Subadviser’s respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) Fund with respect to violations of the Code of Ethics directly affecting any Fund, the Adviser or the Subadviser, as the case may be, and each will permit representatives of the Adviser and Subadviser agrees promptly Trust to update such list whenever examine reports (or summaries of the Adviser or reports) required to be made by Rule 17j-1(d)(1) relating to enforcement of the Subadviser becomes aware Code of any changes that should be added to or deleted from the list of affiliated personsEthics. C. (b) The Subadviser shall also Adviser will provide the Adviser Trust with any information reasonably requested by the Adviser regarding its management of the Designated Series Funds required for any shareholder report, amended Registration Statementregistration statement, or Prospectus prospectus supplement to be filed by the Trust with the SEC. D. . The Subadviser shall Adviser will promptly notify the Adviser and inform the Trust if any information in a Fund’s Prospectus or Statement of Additional Information, as amended from time to time (“SAI”), to the event that any of the SubadviserAdviser’s employees knowledge is (or contractors raise any issues concerning any actual will become) inaccurate or potential material violation of any law, regulation or internal policy of the Subadviser, in each case actually or potentially affecting the Designated Seriesincomplete.

Information and Reports. A. (a) The Subadviser shall keep the Trust and the Adviser TAMIC informed of developments relating to its duties as Subadviser subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Designated SeriesPortfolio. In this regard, the Subadviser shall provide the Trust, the Adviser TAMIC, and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Trust and the Adviser TAMIC may from time to time reasonably request. In additionAdditionally, prior to each meeting of the BoardBoard meeting, the Subadviser shall will provide the Adviser TAMIC and the Board with reports regarding the Subadviser’s 's management of the Designated Series Portfolio during the most recently completed quarter, which reports: (i) shall to include Subadviser’s representation written certifications that its performance of its investment management duties hereunder the Portfolio is in compliance with the Designated Series’ Portfolio's investment objectives and practices, the 1940 Act and applicable rules and regulations under the 1940 Act, and the diversification and minimum “good income” requirements of Subchapter M and the diversification requirements of Section 817(h) under the Internal Revenue Code of 1986, as amendedCode, and (ii) otherwise shall be in such form as may be reasonably required mutually agreed upon by the AdviserSubadviser and TAMIC. The Subadviser also shall certify quarterly to the Trust and TAMIC that it and its "advisory persons" (as defined in Rule 17j-1) have complied materially with the requirements of Rule 17j-1 during the previous quarter or, if not, explain what the Subadviser has done to seek to ensure such compliance in the future. Annually, the Subadviser shall furnish a written report, which complies with the requirements of Rule 17j-1, concerning the Subadviser's Code of Ethics to the Trust and TAMIC. Upon written request of the Trust or TAMIC with respect to violations of the Code of Ethics directly affecting the Portfolio, the Subadviser shall permit representatives of the Trust or TAMIC to examine reports (or summaries of the reports) required to be made by Rule 17j-1(d)(1) relating to enforcement of the Code of Ethics. B. (b) Each of the Adviser TAMIC and the Subadviser shall will provide the other party with a list, to the best of the Adviser’s TAMIC's or the Subadviser’s 's respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser TAMIC or the Subadviser, as the case may be, and each of TAMIC and the Adviser and Subadviser agrees promptly to update such list whenever the Adviser TAMIC or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. (c) The Subadviser shall will also provide the Adviser TAMIC with any information reasonably requested by the Adviser regarding its management of the Designated Series Portfolio required for any shareholder report, amended Registration Statementregistration statement, or Prospectus prospectus supplement to be filed by the Trust with the SEC. D. . The Subadviser shall promptly notify the Adviser and inform the Trust and TAMIC if any information in the event that any Prospectus or SAI is (or will become) inaccurate or incomplete, or if the Portfolio no longer is compliant with Section 817(h) of the Subadviser’s employees Code or contractors raise any issues concerning any actual or potential material violation of any lawTreasury Regulation Section 1.817-5, regulation or internal policy of the Subadviser, in each case actually or potentially affecting the Designated Seriesif applicable.

Information and Reports. A. The Subadviser shall keep the Trust Fund and the Adviser informed of developments relating to its duties as Subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Designated Series. In this regard, the Subadviser shall provide the TrustFund, the Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Trust Fund and the Adviser may from time to time reasonably request. In addition, prior to each meeting of the BoardTrustees, the Subadviser shall provide the Adviser and the Board Trustees with reports regarding the Subadviser’s 's management of the Designated Series during the most recently completed quarter, which reports: (i) shall include Subadviser’s 's representation that its performance of its investment management duties hereunder is in compliance with the Designated Series’ Fund's investment objectives and practices, the Act and applicable rules and regulations under the Act, and the diversification and minimum “"good income” " requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and (ii) otherwise shall be in such form as may be reasonably required mutually agreed upon by the Subadviser and the Adviser. B. Each of the Adviser and the Subadviser shall provide the other party with a list, to the best of the Adviser’s 's or the Subadviser’s 's respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or the Subadviser, as the case may be, and each of the Adviser and Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. The Subadviser shall also provide the Adviser with any information reasonably requested by the Adviser regarding its management of the Designated Series required for any shareholder report, amended Registration Statementregistration statement, or Prospectus supplement to be filed by the Trust Fund with the SEC. D. The Subadviser shall promptly notify the Adviser and the Trust in the event that any of the Subadviser’s employees or contractors raise any issues concerning any actual or potential material violation of any law, regulation or internal policy of the Subadviser, in each case actually or potentially affecting the Designated Series.

Information and Reports. A. The Subadviser shall keep the Trust and the Adviser informed of developments relating to its duties as Subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Designated Series. In this regard, the Subadviser shall provide the Trust, the Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Trust and the Adviser may from time to time reasonably request. In addition, prior to each regular meeting of the BoardTrustees, the Subadviser shall provide the Adviser and the Board Trustees with reports regarding the Subadviser’s 's management of the Designated Series managed by the Subadviser during the most recently completed quarter, quarter which reports: (i) shall include include, to the extent possible, Subadviser’s 's representation that its performance of its investment management duties hereunder is in compliance with the Designated Series’ Trust's investment objectives and practices, the Act and applicable rules and regulations under the Act, and the diversification and minimum “good income” requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and (ii) otherwise shall be in such form as may be reasonably required mutually agreed upon by the Subadviser and the Adviser. B. Each of the Adviser and the Subadviser shall provide the other party with a list, to the best of the Adviser’s 's or the Subadviser’s 's respective knowledge, of each affiliated person (person, as defined under Section 2(a)(3) of the Act, and any affiliated person of such an affiliated person) , of the Adviser or the Subadviser, as the case may be, and each of the Adviser and Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. The Subadviser shall also provide the Adviser with any information reasonably requested by the Adviser regarding its management of the Designated Series required for any shareholder report, amended Registration Statementregistration statement, or Prospectus supplement to be filed by the Trust with the SEC. D. The Subadviser shall promptly notify the Adviser and the Trust in the event that any of the Subadviser’s employees or contractors raise any issues concerning any actual or potential material violation of any law, regulation or internal policy of the Subadviser, in each case actually or potentially affecting the Designated Series.

Information and Reports. A. The Subadviser shall keep the Trust Fund and the Adviser informed of developments relating to its duties as Subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Designated Series. In this regard, the Subadviser shall provide the TrustFund, the Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Trust Fund and the Adviser may from time to time reasonably request. In addition, prior to each meeting of the BoardTrustees, the Subadviser shall provide the Adviser and the Board Trustees with reports regarding the Subadviser’s management of advisory services to the Designated Series during the most recently completed quarter, which reports: (i) shall include Subadviser’s representation that its performance of its investment management advisory duties hereunder is in compliance with the Designated Series’ Fund’s investment objectives and practices, the Act and applicable rules and regulations under the Act, and the diversification and minimum “good income” requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and (ii) otherwise shall be in such form as may be reasonably required mutually agreed upon by the Subadviser and the Adviser. B. Each of the Adviser and the Subadviser shall provide the other party with a list, to the best of the Adviser’s or the Subadviser’s respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or the Subadviser, as the case may be, and each of the Adviser and Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. The Subadviser shall also provide the Adviser with any information reasonably requested by the Adviser regarding its management of advice related to the Designated Series required for any shareholder report, amended Registration Statementregistration statement, or Prospectus supplement to be filed by the Trust Fund with the SEC. D. The Subadviser shall promptly notify the Adviser and the Trust in the event that any of the Subadviser’s employees or contractors raise any issues concerning any actual or potential material violation of any law, regulation or internal policy of the Subadviser, in each case actually or potentially affecting the Designated Series.

Information and Reports. A. The Subadviser shall Sub-Adviser will keep the Trust and the Adviser informed of developments relating to its duties as Subadviser Sub-Adviser of which the Subadviser Sub-Adviser has, or should have, knowledge that would materially affect a Fund or the Designated SeriesTrust. In this regard, the Subadviser shall Sub-Adviser will provide the Trust, the Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser Sub-Adviser has assumed under this Agreement as the Trust and the Adviser may from time to time reasonably request. In addition, prior to each meeting of the Board, the Subadviser shall Sub-Adviser will provide the Adviser and the Board with reports regarding the SubadviserSub-Adviser’s management of the Designated Series Funds during the most recently completed quarter, which reports: (i) shall will include SubadviserSub-Adviser’s representation that its performance of its investment management duties hereunder is in compliance with the Designated Series’ relevant Fund’s investment objectives and practices, the 1940 Act and applicable rules and regulations under the 1940 Act, and the diversification and minimum “good income” requirements of Subchapter M under the Internal Revenue Code of 1986, as amendedCode, and (ii) otherwise shall will be in such form as may be reasonably required mutually agreed upon by the Sub-Adviser and the Adviser. B. Each of the Adviser and the Subadviser shall Sub-Adviser will provide the other party with a list, to the best of the Adviser’s or the SubadviserSub-Adviser’s respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or the SubadviserSub-Adviser, as the case may be, and each of the Adviser and Subadviser Sub-Adviser agrees promptly to update such list whenever the Adviser or the Subadviser Sub-Adviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. The Subadviser shall Sub-Adviser will also provide the Adviser and the Board with any information reasonably requested by the Adviser or the Board regarding its the Sub-Adviser’s management of the Designated Series a Fund required for any shareholder report, amended Registration Statement, or Prospectus or SAI supplement to be filed by the Trust with the SEC. D. The Subadviser shall promptly notify Adviser has furnished or will furnish to the Sub-Adviser as soon as available copies (and any amendments thereto) of the Trust’s Certificate of Trust, Trust Instrument, and By-laws; the Registration Statement, Prospectus and SAI; the Advisory Agreement; and the Trust in the event that any of the Subadviser’s employees or contractors raise any issues concerning any actual or potential material violation of any law, regulation or internal policy of the Subadviser, in each case actually or potentially affecting the Designated SeriesFund Policies.

Information and Reports. A. The Subadviser shall keep the Trust and the Adviser informed of developments relating to its duties as Subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Designated Series. In this regard, the Subadviser shall provide the Trust, the Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Trust and the Adviser may from time to time reasonably request. In addition, prior to each meeting of the Board, the Subadviser shall provide the Adviser and the Board with reports regarding the Subadviser’s management of the Designated Allocated Portion of the Series during the most recently completed quarter, which reports: (i) shall include Subadviser’s representation that its performance of its investment management duties hereunder is in compliance with the Designated Series’ investment objectives and practices, the Act and applicable rules and regulations under the Act, and the diversification and minimum “good income” requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and (ii) otherwise shall be in such form as may be reasonably required mutually agreed upon by the Subadviser and the Adviser. B. Each of the Adviser and the Subadviser shall provide the other party with a list, to the best of the Adviser’s or the Subadviser’s respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or the Subadviser, as the case may be, and each of the Adviser and Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. The Subadviser shall also provide the Adviser with any information reasonably requested by the Adviser regarding its management of the Designated Allocated Portion of the Series required for any shareholder report, amended Registration Statement, or Prospectus prospectus supplement to be filed by the Trust with the SEC. D. The Subadviser shall promptly notify the Adviser and the Trust in the event that any of the Subadviser’s employees or contractors raise any issues concerning any actual or potential material violation of any law, regulation or internal policy of the Subadviser, in each case actually or potentially affecting the Designated Series.

Information and Reports. A. The Subadviser shall keep the Trust Fund and the Adviser informed of developments relating to its duties as Subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Designated Allocated Portion of the Series. In this regard, the Subadviser shall provide the TrustFund, the Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Trust Fund and the Adviser may from time to time reasonably request. In addition, prior to each meeting of the BoardTrustees, the Subadviser shall provide the Adviser and the Board Trustees with reports regarding the Subadviser’s management of the Designated Allocated Portion of the Series during the most recently completed quarter, which reports: (i) shall include Subadviser’s representation that its performance of its investment management duties hereunder is in compliance with the Designated Series’ Fund’s investment objectives and practices, the Act and applicable rules and regulations under the Act, and the diversification and minimum “good income” requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and (ii) otherwise shall be in such form as may be reasonably required mutually agreed upon by the Subadviser and the Adviser. B. Each of the Adviser and the Subadviser shall provide the other party with a list, to the best of the Adviser’s or the Subadviser’s respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or the Subadviser, as the case may be, and each of the Adviser and Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. The Subadviser shall also provide the Adviser with any information reasonably requested by the Adviser regarding its management of the Designated Allocated Portion of the Series required for any shareholder report, amended Registration Statementregistration statement, or Prospectus supplement to be filed by the Trust Fund with the SEC. D. The Subadviser shall promptly notify the Adviser and the Trust in the event that any of the Subadviser’s employees or contractors raise any issues concerning any actual or potential material violation of any law, regulation or internal policy of the Subadviser, in each case actually or potentially affecting the Designated Series.

Information and Reports. A. The Subadviser Underlying Adviser shall keep the Trust Trust, the Manager and the Lead Adviser informed of developments relating to its duties as Subadviser Underlying Adviser of which the Subadviser Underlying Adviser has, or should have, knowledge that would materially affect the Designated SeriesFunds. In this regard, the Subadviser Underlying Adviser shall provide the Trust, the Manager and the Lead Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser Underlying Adviser has assumed under this Agreement as the Trust Trust, the Manager and the Lead Adviser may from time to time reasonably request. In addition, prior to each meeting of the Board, the Subadviser Underlying Adviser shall provide the Manager, the Lead Adviser and the Board with reports regarding the SubadviserUnderlying Adviser’s management of the Designated Series Allocated Portion of the Funds during the most recently completed quarter, which reports: (i) shall include Subadviserthe Underlying Adviser’s representation that its performance of its investment management duties hereunder is in compliance with the Designated SeriesFunds’ investment objectives and practices, the Investment Company Act and applicable rules and regulations under the Investment Company Act, and applicable Investment Guidelines provided to the Underlying Adviser by the Lead Adviser, and the diversification and minimum “good income” requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and (ii) otherwise shall be in such form as may be reasonably required mutually agreed upon by the Underlying Adviser and the Manager and Lead Adviser. B. Each of the Manager, the Lead Adviser and the Subadviser Underlying Adviser shall provide the other party with a list, to the best of the Adviser’s or the Subadviser’s their respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Manager, Lead Adviser or the SubadviserUnderlying Adviser, as the case may be, and each of the Manager, Lead Adviser and Subadviser Underlying Adviser agrees promptly to update and deliver such list whenever the Manager, Lead Adviser or the Subadviser Underlying Adviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. The Subadviser Underlying Adviser shall also provide the Trust, the Manager and Lead Adviser with any information reasonably requested by the Manager or Lead Adviser regarding its management of the Designated Series Allocated Portion of the Funds required for any shareholder report, amended Registration Statement, or Prospectus prospectus supplement to be filed by the Trust with the SEC, and such other information with regard to its affairs as the others may reasonably request. D. The Subadviser Manager shall promptly notify make available to the Underlying Adviser and copies of the Trust prospectus, statement of additional information, and shareholder reports, and also provide the Certificate of Trust, Agreement and Declaration of Trust, Bylaws, Compliance Policies and Procedures of the Trust, and any amendments thereto. The Underlying Adviser will be provided the opportunity to review any description of the Underlying Adviser set forth in the event Trust prospectus, statement of additional information and shareholder reports which will be clearly marked to indicate that any they are documents of the Subadviser’s employees or contractors raise any issues concerning any actual or potential material violation of any law, regulation or internal policy Trust and/or the Fund rather than of the SubadviserUnderlying Adviser. If the Underlying Adviser ceases to furnish services to the Trust, the Trust at its expense shall, as promptly as practicable, take all necessary action to cause the Trust prospectus, statement of additional information and shareholder reports to be amended to accomplish a change of name to eliminate any reference to the Underlying Adviser, and within 60 days after such date, shall cease to use in each case actually any other manner, including use in any sales literature or potentially affecting promotional material, the Designated SeriesUnderlying Adviser’s name (except as necessary or reasonably desirable to identify historical service providers).

Information and Reports. A. (a) The Subadviser shall will keep the Trust Fund and the Adviser informed of developments relating to its duties as Subadviser subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Designated SeriesFund. In this regard, the Subadviser shall will provide the TrustFund, the Adviser Adviser, and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Trust Fund and the Adviser may from time to time reasonably request. In additionAdditionally, prior to each meeting of the BoardBoard meeting, the Subadviser shall will provide the Adviser and the Board with reports regarding the Subadviser’s management of the Designated Series Fund during the most recently completed quarter, which reports: (i) shall to include Subadviser’s representation written certifications that its performance of its investment management duties hereunder the Fund is in compliance with the Designated Series’ Fund’s investment objectives and practices, the 1940 Act and applicable rules and regulations under the 1940 Act, and the diversification and minimum “good income” requirements of Subchapter M under of the Internal Revenue Code of 1986, as amendedCode, and (ii) otherwise shall be in such form as may be reasonably required mutually agreed upon by the Subadviser and the Adviser. The Subadviser also will certify quarterly to the Fund and the Adviser that it and its “Advisory Persons” (as defined in Rule 17j-1) have complied materially with the requirements of Rule 17j-1 during the previous quarter or, if not, explain what the Subadviser has done to seek to ensure such compliance in the future. Annually, the Subadviser will furnish a written report, which complies with the requirements of Rule 17j-1 and Rule 38a-1, concerning the Subadviser’s Code of Ethics and compliance program, respectively, to the Fund and the Adviser. Upon written request of the Fund or the Adviser with respect to violations of the Code of Ethics directly affecting the Fund, the Subadviser will permit representatives of the Fund or the Adviser to examine reports (or summaries of the reports) required to be made by Rule 17j-1(d)(1) relating to enforcement of the Code of Ethics. B. Each of the Adviser and the Subadviser shall provide the other party with (b) Attached hereto as Annex A is a list, to the best of the Adviser’s or the Subadviser’s respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or the Subadviser, as the case may be, and each . Each of the Adviser and the Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. (c) The Subadviser shall also will provide the Adviser with any information reasonably requested by the Adviser regarding its management of the Designated Series Fund required for any shareholder report, amended Registration Statementregistration statement, or Prospectus prospectus supplement to be filed by the Trust Fund with the SEC. D. . The Subadviser shall will promptly notify inform the Fund and the Adviser and the Trust if any information in the event that any Prospectus or Statement of the Subadviser’s employees Additional Information (“SAI”) is (or contractors raise any issues concerning any actual will become) inaccurate or potential material violation of any law, regulation or internal policy of the Subadviser, in each case actually or potentially affecting the Designated Seriesincomplete.

Information and Reports. A. The Subadviser shall keep the Trust Fund and the Adviser informed of developments relating to its duties as Subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Designated Series. In this regard, the Subadviser shall provide the TrustFund, the Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Trust Fund and the Adviser may from time to time reasonably request. In addition, prior to each meeting of the BoardTrustees, the Subadviser shall provide the Adviser and the Board Trustees with reports regarding the Subadviser’s 's management of the Designated Series during the most recently completed quarter, quarter which reports: (i) shall include Subadviser’s 's representation that its performance of its investment management duties hereunder is in compliance with the Designated Series’ Fund's investment objectives and practices, the Act and applicable rules and regulations under the Act, and the diversification and minimum “"good income” " requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and (ii) otherwise shall be in such form as may be reasonably required mutually agreed upon by the Subadviser and the Adviser. B. Each of the Adviser and the Subadviser shall provide the other party with a list, to the best of the Adviser’s 's or the Subadviser’s 's respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or the Subadviser, as the case may be, and each of the Adviser and Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. The Subadviser shall also provide the Adviser with any information reasonably requested by the Adviser regarding its management of the Designated Series required for any shareholder report, amended Registration Statementregistration statement, or Prospectus supplement to be filed by the Trust Fund with the SEC. D. The Subadviser shall promptly notify the Adviser and the Trust in the event that any of the Subadviser’s employees or contractors raise any issues concerning any actual or potential material violation of any law, regulation or internal policy of the Subadviser, in each case actually or potentially affecting the Designated Series.

Information and Reports. A. (a) The Subadviser shall Adviser will keep the Trust and the Adviser informed of developments relating to its duties as Subadviser investment adviser of which the Subadviser Adviser has, or should have, knowledge that would materially affect the Designated SeriesFunds. In this regard, the Subadviser shall Adviser will provide the Trust, the Adviser Trust and their respective its officers with such periodic reports concerning the obligations the Subadviser Adviser has assumed under this Agreement as the Trust and the Adviser may from time to time reasonably request. In additionAdditionally, upon the request of the Board, prior to each meeting of Board meeting, the Adviser will provide the Board, the or cause any Subadviser shall to provide the Adviser and the Board Board, with reports regarding the Subadviser’s management of the Designated Series Funds during the most recently completed quarter, which reports: (i) shall include Subadviser’s representation including certifications that its performance of its investment management duties hereunder each Fund is in compliance with the Designated Series’ its respective investment objectives and practices, the 1940 Act and applicable rules and regulations under the Actthereunder, and the diversification and minimum “good income” requirements of Subchapter M under of the Internal Revenue Code of 1986Code, as amendedif applicable, and (ii) otherwise shall be other information in such form as may be reasonably required mutually agreed upon by the Adviser. B. Each of the Adviser and the Subadviser shall provide Trust. The Adviser also will certify quarterly to the other party Trust that it and its Advisory Persons have complied materially with the requirements of Rule 17j-1 during the previous quarter or, if not, explain what the Adviser has done to seek to ensure such compliance in the future. Annually, the Adviser will furnish a listwritten report, which complies with the requirements of Rule 17j-1 and Rule 38a-1, concerning the Adviser’s Code of Ethics and compliance program, respectively, to the best Trust. Upon written request of the Adviser’s or the Subadviser’s respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) Fund with respect to violations of the Code of Ethics directly affecting any Fund, the Adviser or the Subadviser, as the case may be, and each will permit representatives of the Adviser and Subadviser agrees promptly Trust to update such list whenever examine reports (or summaries of the Adviser or reports) required to be made by Rule 17j-1(d)(1) relating to enforcement of the Subadviser becomes aware Code of any changes that should be added to or deleted from the list of affiliated personsEthics. C. (b) The Subadviser shall also Adviser will provide the Adviser Trust with any information reasonably requested by the Adviser regarding its management of the Designated Series Funds required for any shareholder report, amended Registration Statementregistration statement, or Prospectus prospectus supplement to be filed by the Trust with the SEC. D. . The Subadviser shall Adviser will promptly notify the Adviser and inform the Trust if any information in a Fund’s Prospectus or Statement of Additional Information, as amended from time to time (“SAI”), to the event that any of the SubadviserAdviser’s employees knowledge is (or contractors raise any issues concerning any actual will become) inaccurate or potential material violation of any law, regulation or internal policy of the Subadviser, in each case actually or potentially affecting the Designated Seriesincomplete.

Information and Reports. A. The Subadviser shall Sub-Adviser will keep the Trust and the Adviser informed of developments relating to its duties as Subadviser Sub-Adviser of which the Subadviser Sub-Adviser has, or should have, knowledge that would materially affect the Designated SeriesFund or the Trust. In this regard, the Subadviser shall Sub-Adviser will provide the Trust, the Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser Sub-Adviser has assumed under this Agreement as the Trust and the Adviser may from time to time reasonably request. In addition, prior to each meeting of the BoardTrustees, the Subadviser shall Sub-Adviser will provide the Adviser and the Board Trustees with reports regarding the SubadviserSub-Adviser’s management of the Designated Series Fund during the most recently completed quarter, which reports: (i) shall will include SubadviserSub-Adviser’s representation that its performance of its investment management duties hereunder is in compliance with the Designated Series’ Fund’s investment objectives and practices, the Act and applicable rules and regulations under the Act, and the diversification and minimum “good income” requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and (ii) otherwise shall will be in such form as may be reasonably required mutually agreed upon by the Sub-Adviser and the Adviser. B. Each of the Adviser and the Subadviser shall Sub-Adviser will provide the other party with a list, to the best of the Adviser’s or the SubadviserSub-Adviser’s respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or the SubadviserSub-Adviser, as the case may be, and each of the Adviser and Subadviser Sub-Adviser agrees promptly to update such list whenever the Adviser or the Subadviser Sub-Adviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. The Subadviser shall Sub-Adviser will also provide the Adviser with any information reasonably requested by the Adviser regarding its management of the Designated Series Fund required for any shareholder report, amended Registration Statementregistration statement, or Prospectus supplement to be filed by the Trust with the SEC. D. The Subadviser shall promptly notify the Adviser and the Trust in the event that any of the Subadviser’s employees or contractors raise any issues concerning any actual or potential material violation of any law, regulation or internal policy of the Subadviser, in each case actually or potentially affecting the Designated Series.

Information and Reports. A. (a) The Subadviser shall Adviser will keep the Trust and the Adviser Fund Board informed of developments relating to its duties as Subadviser investment adviser of which the Subadviser Adviser has, or should have, knowledge that would materially affect the Designated SeriesFund. In this regard, the Subadviser shall Adviser will provide the Trust, Board and the Adviser officers of the Fund and their respective officers the Trust with such periodic reports concerning the obligations the Subadviser Adviser has assumed under this Agreement as the Trust and the Adviser Board or such officers may from time to time reasonably request. In additionAdditionally, upon the request of the Fund Board, prior to each meeting of Fund Board meeting, the Adviser will provide the Fund Board, the or cause any Subadviser shall to provide the Adviser and the Board Fund Board, with reports regarding the Subadviser’s management of the Designated Series Fund during the most recently completed quarter, which reports: (i) shall include Subadviser’s representation including certifications that its performance of its investment management duties hereunder the Fund is in compliance with the Designated Series’ its respective investment objectives and practices, the Act 1940 Act, the CEA and applicable rules and regulations under the Actthereunder, and the diversification and minimum “good income” requirements of Subchapter M under of the Internal Revenue Code of 1986Code, as amendedif applicable, and (ii) otherwise shall be other information in such form as may be reasonably required mutually agreed upon by the Adviser. B. Each of the Adviser and the Subadviser shall provide Fund. The Adviser also will certify quarterly to the other party Fund Board that it and its Advisory Persons have complied materially with the requirements of Rule 17j-1 during the previous quarter or, if not, explain what the Adviser has done to seek to ensure such compliance in the future. Annually, the Adviser will furnish a listwritten report, which complies with the requirements of Rule 17j-1 and Rule 38a-1, concerning the Adviser’s Code of Ethics and compliance program, respectively, to the best Board. Upon written request of the Adviser’s or the Subadviser’s respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) Fund with respect to violations of the Code of Ethics directly affecting the Fund, the Adviser or the Subadviser, as the case may be, and each will permit representatives of the Adviser and Subadviser agrees promptly Board to update such list whenever examine reports (or summaries of the Adviser or reports) required to be made by Rule 17j-1(d)(1) relating to enforcement of the Subadviser becomes aware Code of any changes that should be added to or deleted from the list of affiliated personsEthics. C. (b) The Subadviser shall also Adviser will provide the Adviser Board with any information reasonably requested by the Adviser regarding its management of the Designated Series Fund required for any shareholder report, amended Registration Statementregistration statement, or Prospectus prospectus supplement to be filed by the Fund or the Trust with appropriate regulators. The Adviser will promptly inform the SEC. D. The Subadviser shall promptly notify the Adviser and the Trust Board if any information in the event that any Prospectus or Statement of Additional Information (as amended from time to time) (“SAI”) of the SubadviserTrust, with respect to the Series, to the Adviser’s employees knowledge is (or contractors raise any issues concerning any actual will become) inaccurate or potential material violation of any law, regulation or internal policy of the Subadviser, in each case actually or potentially affecting the Designated Seriesincomplete.

Information and Reports. A. The Subadviser Sub-Adviser shall keep the Trust and the Adviser informed of developments relating to its duties as Subadviser Sub-Adviser of which the Subadviser Sub-Adviser has, or should have, knowledge that would materially affect the Designated SeriesFund or the Trust. In this regard, the Subadviser Sub-Adviser shall provide the Trust, the Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser Sub-Adviser has assumed under this Agreement as the Trust and the Adviser may from time to time reasonably request. In addition, prior to each meeting of the BoardTrustees, the Subadviser Sub-Adviser shall provide the Adviser and the Board Trustees with reports regarding the SubadviserSub-Adviser’s management of the Designated Series Fund during the most recently completed quarter, which reports: (i) shall include SubadviserSub-Adviser’s representation that its performance of its investment management duties hereunder is in compliance with the Designated Series’ Trust’s investment objectives and practices, the Act and applicable rules and regulations under the Act, and the diversification and minimum “good income” requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and (ii) otherwise shall be in such form as may be reasonably required mutually agreed upon by the Sub-Adviser and the Adviser. B. Each of the Adviser and the Subadviser Sub-Adviser shall provide the other party with a list, to the best of the Adviser’s or the SubadviserSub-Adviser’s respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or the SubadviserSub-Adviser, as the case may be, and each of the Adviser and Subadviser Sub-Adviser agrees promptly to update such list whenever the Adviser or the Subadviser Sub-Adviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. The Subadviser Sub-Adviser shall also provide the Adviser with any information reasonably requested by the Adviser regarding its management of the Designated Series Fund required for any shareholder report, amended Registration Statementregistration statement, or Prospectus supplement to be filed by the Trust with the SEC. D. The Subadviser shall promptly notify the Adviser and the Trust in the event that any of the Subadviser’s employees or contractors raise any issues concerning any actual or potential material violation of any law, regulation or internal policy of the Subadviser, in each case actually or potentially affecting the Designated Series.

Information and Reports. A. (a) The Subadviser shall Adviser will keep the Trust and the Adviser Fund Board informed of developments relating to its duties as Subadviser investment adviser of which the Subadviser Adviser has, or should have, knowledge that would materially affect the Designated SeriesFund. In this regard, the Subadviser shall Adviser will provide the Trust, Board and the Adviser officers of the Fund and their respective officers the Trust with such periodic reports concerning the obligations the Subadviser Adviser has assumed under this Agreement as the Trust and the Adviser Board or such officers may from time to time reasonably request. In additionAdditionally, upon the request of the Fund Board, prior to each meeting of Fund Board meeting, the Adviser will provide the Fund Board, the or cause any Subadviser shall to provide the Adviser and the Board Fund Board, with reports regarding the Subadviser’s management of the Designated Series Fund during the most recently completed quarter, which reports: (i) shall include Subadviser’s representation including certifications that its performance of its investment management duties hereunder the Fund is in compliance with the Designated Series’ its respective investment objectives and practices, the Act 1940 Act, the CEA and applicable rules and regulations under the Actthereunder, and the diversification and minimum “good income” requirements of Subchapter M under of the Internal Revenue Code of 1986Code, as amendedif applicable, and (ii) otherwise shall be other information in such form as may be reasonably required mutually agreed upon by the Adviser. B. Each of the Adviser and the Subadviser shall provide Fund. The Adviser also will certify quarterly to the other party Fund Board that it and its Advisory Persons have complied materially with the requirements of Rule 17j-1 during the previous quarter or, if not, explain what the Adviser has done to seek to ensure such compliance in the future. Annually, the Adviser will furnish a listwritten report, which complies with the requirements of Rule 17j-1 and Rule 38a-1, concerning the Adviser’s Code of Ethics and compliance program, respectively, to the best Board. Upon written request of the Adviser’s or the Subadviser’s respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) Fund with respect to violations of the Code of Ethics directly affecting the Fund, the Adviser or the Subadviser, as the case may be, and each will permit representatives of the Adviser and Subadviser agrees promptly Board to update such list whenever examine reports (or summaries of the Adviser or reports) required to be made by Rule 17j-1(d)(1) relating to enforcement of the Subadviser becomes aware Code of any changes that should be added to or deleted from the list of affiliated personsEthics. C. (b) The Subadviser shall also Adviser will provide the Adviser Board with any information reasonably requested by the Adviser regarding its management of the Designated Series Fund required for any shareholder report, amended Registration Statementregistration statement, or Prospectus prospectus supplement to be filed by the Fund or the Trust with appropriate regulators. The Adviser will promptly inform the SEC. D. The Subadviser shall promptly notify the Adviser and the Trust Board if any information in the event that any Prospectus or Statement of Additional Information (as amended from time to time (“SAI”) of the SubadviserTrust, with respect to the Series, to the Adviser’s employees knowledge is (or contractors raise any issues concerning any actual will become) inaccurate or potential material violation of any law, regulation or internal policy of the Subadviser, in each case actually or potentially affecting the Designated Seriesincomplete.

Information and Reports. A. The Subadviser Underlying Adviser shall keep the Trust Trust, the Manager and the Lead Adviser informed of developments relating to its duties as Subadviser the Underlying Adviser of which the Subadviser Underlying Adviser has, or should have, knowledge that would materially affect the Designated SeriesFunds. In this regard, the Subadviser Underlying Adviser shall provide the Trust, the Manager and the Lead Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser Underlying Adviser has assumed under this Agreement as the Trust Trust, the Manager and the Lead Adviser may from time to time reasonably request. In addition, prior to each regular quarterly meeting of the Board, or as otherwise reasonably requested, the Subadviser Underlying Adviser shall provide the Manager, the Lead Adviser and the Board with reports regarding the SubadviserUnderlying Adviser’s management of the Designated Series Allocated Portion of the Funds during the most recently completed quarter, which reports: (i) shall include Subadviserthe Underlying Adviser’s representation that its performance of its investment management duties hereunder is in compliance with the Designated SeriesFunds’ investment objectives and practicesinvestment policies, the Investment Company Act and applicable rules and regulations under the Investment Company Act, and applicable Investment Guidelines provided to the Underlying Adviser by the Lead Adviser, and, solely with respect to the Allocated Portion, the diversification and minimum “good income” requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and (ii) otherwise shall be in such form as may be reasonably required mutually agreed upon by the Underlying Adviser and the Manager and Lead Adviser. B. Each of the Manager, the Lead Adviser and the Subadviser Underlying Adviser shall provide the other party with a list, to the best of the Adviser’s or the Subadviser’s their respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Manager, Lead Adviser or the SubadviserUnderlying Adviser, as the case may be, which list provided by the Manager shall also include each affiliated person (and any affiliated person of such an affiliated person) of each Fund, and each of the Manager, Lead Adviser and Subadviser Underlying Adviser agrees promptly to update and deliver such list whenever the Manager, Lead Adviser or the Subadviser Underlying Adviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. The Subadviser Underlying Adviser shall also provide the Trust, the Manager and Lead Adviser with any information reasonably requested by the Manager or Lead Adviser regarding its management of the Designated Series Allocated Portion of the Funds required for any shareholder report, amended Registration Statement, or Prospectus prospectus supplement to be filed by the Trust with the SEC, and such other information with regard to its affairs as the Manager or Lead Adviser may reasonably request. D. The Subadviser Manager shall promptly notify make available to the Underlying Adviser and copies of the Trust prospectus, statement of additional information, and shareholder reports, and also provide the Certificate of Trust, Agreement and Declaration of Trust, Bylaws, Compliance Policies and Procedures of the Trust, and any amendments thereto. The Underlying Adviser will be provided a reasonable opportunity to review any description of the Underlying Adviser set forth in the event Trust prospectus, statement of additional information and shareholder reports which will be clearly marked to indicate that any they are documents of the Subadviser’s employees or contractors raise any issues concerning any actual or potential material violation of any law, regulation or internal policy Trust and/or the Fund rather than of the SubadviserUnderlying Adviser. If the Underlying Adviser ceases to furnish services to the Trust, the Trust at its expense shall, if applicable, as promptly as practicable, take all necessary action to cause the Trust prospectus, statement of additional information and shareholder reports to be amended to accomplish a change of name to eliminate any reference to the Underlying Adviser, and within 60 days after such date, shall cease to use in each case actually any other manner, including use in any sales literature or potentially affecting promotional material, the Designated SeriesUnderlying Adviser’s name (except as necessary or reasonably desirable to identify historical service providers).

Information and Reports. A. The Subadviser shall keep the Trust Fund and the Adviser informed of developments relating to its duties as Subadviser subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Designated Series. In this regard, the Subadviser shall provide the Trust, Fund and the Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Trust Fund and the Adviser may from time to time reasonably request. In addition, prior to each meeting of the BoardTrustees, the Subadviser shall provide the Adviser and the Board Trustees with reports regarding the Subadviser’s 's management of the Designated Series during the most recently completed quarter, quarter which reports: (i) shall include Subadviser’s 's representation that its performance of its investment management duties hereunder is in compliance with the Designated Series’ investment objectives Objectives and practicesPolicies, the Act and applicable rules and regulations under the Act, and the diversification and minimum “"good income” " requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and (ii) otherwise shall be in such form as may be reasonably required mutually agreed upon by the Subadviser and the Adviser. B. Each of the Adviser and the Subadviser shall provide the other party with a list, to the best of the Adviser’s 's or the Subadviser’s 's respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or the Subadviser, as the case may be, and each of the Adviser and the Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. The Subadviser shall also provide the Adviser with any information reasonably requested by the Adviser regarding its management of the Designated Series required for any shareholder report, amended Registration Statementregistration statement, or Prospectus supplement to be filed by the Trust Fund with the SEC. D. The Subadviser shall promptly notify the Adviser and the Trust in the event that any of the Subadviser’s employees or contractors raise any issues concerning any actual or potential material violation of any law, regulation or internal policy of the Subadviser, in each case actually or potentially affecting the Designated Series.

Information and Reports. A. (a) The Subadviser shall keep the Trust and the Adviser TAMIC informed of developments relating to its duties as Subadviser subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Designated SeriesPortfolio. In this regard, the Subadviser shall provide the Trust, the Adviser TAMIC, and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Trust and the Adviser TAMIC may from time to time reasonably request. In addition, prior to each meeting of the BoardAdditionally, the Subadviser shall shall, at least quarterly, provide the Adviser TAMIC and the Board with reports regarding a written certification that the Subadviser’s management of the Designated Series during the most recently completed quarter, which reports: (i) shall include Subadviser’s representation that its performance of its investment management duties hereunder Portfolio is in compliance with the Designated Series’ Portfolio's investment objectives and practices, the 1940 Act and applicable rules and regulations under the 1940 Act, and the diversification and minimum “good income” requirements of Subchapter M and Section 817(h) under the Internal Revenue Code. The Subadviser also shall certify quarterly to the Trust and TAMIC that it and its "advisory persons" (as defined in Rule 17j-1) have complied materially with the requirements of Rule 17j-1 during the previous quarter or, if not, explain what the Subadviser has done to seek to ensure such compliance in the future. Annually, the Subadviser shall furnish a written report, which complies with the requirements of Rule 17j-1, concerning the Subadviser's Code of 1986, as amended, Ethics to the Trust and (ii) otherwise shall be in such form as may be reasonably required by the AdviserTAMIC. B. (b) Each of the Adviser TAMIC and the Subadviser shall will provide the other party with a list, to the best of the Adviser’s TAMIC's or the Subadviser’s 's respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser TAMIC or the Subadviser, as the case may be, and each of TAMIC and the Adviser and Subadviser agrees promptly to update such list whenever the Adviser TAMIC or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. (c) Prior to each Board meeting, the Subadviser will provide TAMIC and the Board with reports regarding the Subadviser's management of the Portfolio during the most recently completed quarter, to include written certifications that the Portfolio is in compliance with the Portfolio's investment objectives and practices, the 1940 Act and applicable rules and regulations under the 1940 Act, and the requirements of Subchapter M and the diversification requirements of Section 817(h) under the Code, and otherwise in such form as may be mutually agreed upon by the Subadviser and TAMIC. The Subadviser shall will also provide the Adviser TAMIC with any information reasonably requested by the Adviser regarding its management of the Designated Series Portfolio required for any meeting of the Board, or for any shareholder report, amended Registration Statementregistration statement, or Prospectus prospectus supplement to be filed by the Trust with the SEC. D. The Subadviser shall promptly notify the Adviser and the Trust in the event that any of the Subadviser’s employees or contractors raise any issues concerning any actual or potential material violation of any law, regulation or internal policy of the Subadviser, in each case actually or potentially affecting the Designated Series.

Information and Reports. A. (a) The Subadviser shall will keep the Trust Fund and the Adviser informed of developments relating to its duties as Subadviser subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Designated SeriesFund. In this regard, the Subadviser shall will provide the TrustFund, the Adviser Adviser, and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Trust Fund and the Adviser may from time to time reasonably request. In additionAdditionally, prior to each meeting of the BoardBoard meeting, the Subadviser shall will provide the Adviser and the Board with reports regarding the Subadviser’s management of the Designated Series Fund during the most recently completed quarter, which reports: (i) shall to include Subadviser’s representation written certifications that its performance of its investment management duties hereunder the Fund is in compliance with the Designated Series’ Fund’s investment objectives and practices, the 1940 Act and applicable rules and regulations under the Actthereunder, and the diversification and minimum “good income” requirements of Subchapter M under of the Internal Revenue Code of 1986, as amendedCode, and (ii) otherwise shall be in such form as may be reasonably required mutually agreed upon by the Subadviser and the Adviser. The Subadviser also will certify quarterly to the Fund and the Adviser that it and its “Advisory Persons” (as defined in Rule 17j-1) have complied materially with the requirements of Rule 17j-1 during the previous quarter or, if not, explain what the Subadviser has done to seek to ensure such compliance in the future. Annually, the Subadviser will furnish a written report, which complies with the requirements of Rule 17j-1 and Rule 38a-1, concerning the Subadviser’s Code of Ethics and compliance program, respectively, to the Fund and the Adviser. Upon written request of the Fund or the Adviser with respect to violations of the Code of Ethics directly affecting the Fund, the Subadviser will permit representatives of the Fund or the Adviser to examine reports (or summaries of the reports) required to be made by Rule 17j-1(d)(1) relating to enforcement of the Code of Ethics. B. Each of the Adviser and the Subadviser shall provide the other party with (b) Attached hereto as Appendix A is a list, to the best of the Adviser’s or the Subadviser’s respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or the Subadviser, as the case may be, and each . Each of the Adviser and the Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from the such list of affiliated persons. C. (c) The Subadviser shall also will provide the Adviser with any information reasonably requested by the Adviser regarding its management of the Designated Series Fund required for any shareholder report, amended Registration Statementregistration statement, or Prospectus prospectus supplement to be filed by the Trust Fund with the SEC. D. . The Subadviser shall will promptly notify inform the Fund and the Adviser and the Trust if any information in the event that any Prospectus or Statement of the Subadviser’s employees Additional Information, as amended from time to time (“SAI”) is (or contractors raise any issues concerning any actual will become) inaccurate or potential material violation of any law, regulation or internal policy of the Subadviser, in each case actually or potentially affecting the Designated Seriesincomplete.

Information and Reports. A. The Subadviser shall keep the Trust Fund and the Adviser informed of developments relating to its duties as Subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Designated SeriesFund. In this regard, the Subadviser shall provide the TrustFund, the Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Trust Fund and the Adviser may from time to time reasonably request. In addition, prior to each meeting of the Board, the Subadviser shall provide the Adviser and the Board with reports regarding the Subadviser’s management of the Designated Series Fund during the most recently completed quarter, which reports: (i) shall include Subadviser’s representation that its performance of its investment management duties hereunder is in compliance with the Designated Series’ Fund’s investment objectives and practices, the Act and applicable rules and regulations under the Act, and the diversification and minimum “good income” requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and (ii) otherwise shall be in such form as may be reasonably required by the Adviser. B. Each of the Adviser and the Subadviser shall provide the other party with a list, to the best of the Adviser’s or the Subadviser’s respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or the Subadviser, as the case may be, and each of the Adviser and Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. The Subadviser shall also provide the Adviser with any information reasonably requested by the Adviser regarding its management of the Designated Series Fund required for any shareholder report, amended Registration Statement, or Prospectus supplement to be filed by the Trust Fund with the SEC. D. The Subadviser shall promptly notify the Adviser and the Trust Fund in the event that any of the Subadviser’s employees or contractors raise any issues concerning any actual or potential material violation of any law, regulation or internal policy of the Subadviser, in each case actually or potentially affecting the Designated SeriesFund.

Information and Reports. A. The Subadviser shall keep the Trust Fund and the Adviser informed of developments relating to its duties as Subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Designated Series. In this regard, the Subadviser shall provide the TrustFund, the Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Trust Fund and the Adviser may from time to time reasonably request. In addition, prior to each meeting of the BoardTrustees, the Subadviser shall provide the Adviser and the Board Trustees with reports regarding the Subadviser’s management of the Designated Allocated Portion of the Series during the most recently completed quarter, which reports: (i) shall include Subadviser’s representation that its performance of its investment management duties hereunder is in compliance with the Designated Series’ Fund’s investment objectives and practices, the Act and applicable rules and regulations under the Act, and the diversification and minimum “good income” requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and (ii) otherwise shall be in such form as may be reasonably required mutually agreed upon by the Subadviser and the Adviser. B. Each of the Adviser and the Subadviser shall provide the other party with a list, to the best of the Adviser’s or the Subadviser’s respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or the Subadviser, as the case may be, and each of the Adviser and Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. The Subadviser shall also provide the Adviser with any information reasonably requested by the Adviser regarding its management of the Designated Allocated Portion of the Series required for any shareholder report, amended Registration Statementregistration statement, or Prospectus supplement to be filed by the Trust Fund with the SEC. D. The Subadviser shall promptly notify the Adviser and the Trust in the event that any of the Subadviser’s employees or contractors raise any issues concerning any actual or potential material violation of any law, regulation or internal policy of the Subadviser, in each case actually or potentially affecting the Designated Series.

Information and Reports. A. The Subadviser shall keep the Trust Fund and the Adviser informed of developments relating to its duties as Subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Designated Fund and/or the Series. In this regard, the Subadviser shall provide the TrustFund, the Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Trust Fund and the Adviser may from time to time reasonably request. In addition, prior to each meeting of the Board, the Subadviser shall provide the Adviser and the Board with reports regarding the Subadviser’s management of the Designated Series Fund during the most recently completed quarter, which reports: (i) shall include Subadviser’s representation that its performance of its investment management duties hereunder is in compliance with the Designated Series’ investment objectives and practices, the Act and applicable rules and regulations under the Act, and the diversification and minimum “good income” requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and (ii) otherwise shall be in such form as may be reasonably required by the Adviser. B. Each of the Adviser and the Subadviser shall provide the other party with a list, to the best of the Adviser’s or the Subadviser’s respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or the Subadviser, as the case may be, and each of the Adviser and Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. The Subadviser shall also provide the Adviser with any information reasonably requested by the Adviser regarding its management of the Designated Series Fund required for any shareholder report, amended Registration Statement, or Prospectus supplement to be filed by the Trust with the SEC. D. The Subadviser shall promptly notify the Adviser and the Trust in the event that any of the Subadviser’s employees or contractors raise any issues concerning any actual or potential material violation of any law, regulation or internal policy of the Subadviser, in each case actually or potentially affecting the Designated Fund or the Series.

Information and Reports. A. The Subadviser Underlying Adviser shall keep the Trust Trust, the Manager and the Lead Adviser informed of developments relating to its duties as Subadviser Underlying Adviser of which the Subadviser Underlying Adviser has, or should have, knowledge that would materially affect the Designated SeriesFunds. In this regard, the Subadviser Underlying Adviser shall provide the Trust, the Manager and the Lead Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser Underlying Adviser has assumed under this Agreement as the Trust Trust, the Manager and the Lead Adviser may from time to time reasonably request. In addition, prior to each meeting of the Board, the Subadviser Underlying Adviser shall provide the Manager, the Lead Adviser and the Board with reports regarding the SubadviserUnderlying Adviser’s management of the Designated Series Allocated Portion of the Funds during the most recently completed quarter, which reports: (i) shall include Subadviserthe Underlying Adviser’s representation that its performance of its investment management duties hereunder and with regard to the Allocated Portion is in compliance with the Designated SeriesFunds’ investment objectives and practices, the Investment Company Act and applicable rules and regulations under the Investment Company Act, and applicable Investment Guidelines provided to the Underlying Adviser by the Lead Adviser, and the diversification and minimum “good income” requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and (ii) otherwise shall be in such form as may be reasonably required mutually agreed upon by the Underlying Adviser and the Manager and Lead Adviser. B. Each of the Adviser The Manager and the Subadviser Lead Adviser shall provide to the other party with Underlying Adviser, and the Underlying Adviser shall provide to the Manager and the Lead Adviser, a listlist of, to the best of the Adviser’s or the Subadvisereach party’s respective knowledge, each of each its affiliated person persons (and any affiliated person of such an affiliated person) of the Adviser or the Subadviser, as the case may be), and each of the Adviser and Subadviser party agrees promptly to update and deliver to the Underlying Adviser, or the Manager and Lead Adviser, as applicable, such update or updated list whenever the Manager, Lead Adviser or the Subadviser Underlying Adviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. The Subadviser Underlying Adviser shall also provide the Trust, the Manager and Lead Adviser with any information reasonably requested by the Manager or Lead Adviser regarding its management of the Designated Series Allocated Portion of the Funds required for any shareholder report, amended Registration Statement, or Prospectus prospectus supplement to be filed by the Trust with the SEC, and such other information with regard to its affairs as the others may reasonably request. D. The Subadviser Manager shall promptly notify make available to the Underlying Adviser copies of the Prospectus, and shareholder reports, and also provide the Certificate of Trust, Agreement and Declaration of Trust, Bylaws, Compliance Policies and Procedures of the Trust, and any amendments thereto. The Underlying Adviser will be provided the opportunity to review and provide comments on any description of the Underlying Adviser set forth in the Fund’s Prospectus and shareholder reports which will be clearly marked to indicate that they are documents of the Trust in and/or the event that any Fund rather than of the Subadviser’s employees Underlying Adviser. The Underlying Adviser shall not be responsible or contractors raise liable for loss caused by or relating to any issues concerning any actual or potential material violation of any law, regulation or internal policy description of the SubadviserUnderlying Adviser that the Underlying Adviser has not provided or has not had a chance to review or that does not incorporate material changes made by the Underlying Adviser. If the Underlying Adviser ceases to furnish services to the Trust, the Lead Adviser or the Manager, on behalf of the Trust and at the expense of the Trust, shall, as promptly as practicable, take all necessary action to cause the Fund’s Prospectus and shareholder reports to be amended to accomplish a change of name to eliminate any reference to the Underlying Adviser, and within 60 days after such date, shall cease to use in each case actually any other manner, including use in any sales literature or potentially affecting promotional material, the Designated SeriesUnderlying Adviser’s name (except as necessary or reasonably desirable to identify historical service providers). The Underlying Adviser also shall not be responsible or liable for any loss caused by or relating to disclosure relating to any cash management vehicles and/or interfund credit facility described in Section 4(B) of this Agreement with respect to which the Underlying Adviser has not provided any services or information.

Information and Reports. A. The Subadviser Underlying Adviser shall keep the Trust Trust, the Manager and the Lead Adviser informed of material developments relating to its duties as Subadviser Underlying Adviser of which the Subadviser Underlying Adviser has, or should have, knowledge that would materially affect the Designated SeriesFunds. In this regard, the Subadviser Underlying Adviser shall provide the Trust, the Manager and the Lead Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser Underlying Adviser has assumed under this Agreement as the Trust Trust, the Manager and the Lead Adviser may from time to time reasonably request. In addition, prior to each meeting of the Board, the Subadviser Underlying Adviser shall provide the Manager, the Lead Adviser and the Board with reports regarding the SubadviserUnderlying Adviser’s management of the Designated Series Allocated Portion of the Funds during the most recently completed quarter, which reports: (i) shall include Subadviserthe Underlying Adviser’s representation that its performance of its investment management duties hereunder is in compliance with the Designated SeriesFunds’ investment objectives and practices, the Investment Company Act and applicable rules and regulations under the Investment Company Act, and applicable Investment Guidelines provided to the Underlying Adviser by the Lead Adviser, and the diversification and minimum “good income” requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and (ii) otherwise shall be in such form as may be reasonably required mutually agreed upon by the Underlying Adviser and the Manager and Lead Adviser. B. Each of the Manager, the Lead Adviser and the Subadviser Underlying Adviser shall provide the other party with a list, to the best of the Adviser’s or the Subadviser’s their respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Manager, Lead Adviser or the SubadviserUnderlying Adviser, as the case may be, and each of the Manager, Lead Adviser and Subadviser Underlying Adviser agrees promptly to update and deliver such list whenever the Manager, Lead Adviser or the Subadviser Underlying Adviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. The Subadviser Underlying Adviser shall also provide the Trust, the Manager and Lead Adviser with any information reasonably requested by the Manager or Lead Adviser regarding its management of the Designated Series Allocated Portion of the Funds required for any shareholder report, amended Registration Statement, or Prospectus prospectus supplement to be filed by the Trust with the SEC, and such other information with regard to its affairs as the others may reasonably request. D. The Subadviser Manager shall promptly notify make available to the Underlying Adviser and copies of the Trust prospectus, statement of additional information, and shareholder reports, and also provide the Certificate of Trust, Agreement and Declaration of Trust, Bylaws, Compliance Policies and Procedures of the Trust, and any amendments thereto. The Underlying Adviser will be provided the opportunity to review any description of the Underlying Adviser set forth in the event Trust prospectus, statement of additional information and shareholder reports which will be clearly marked to indicate that any they are documents of the Subadviser’s employees or contractors raise any issues concerning any actual or potential material violation of any law, regulation or internal policy Trust and/or the Fund rather than of the SubadviserUnderlying Adviser. If the Underlying Adviser ceases to furnish services to the Trust, the Trust at its expense shall, as promptly as practicable, take all necessary action to cause the Trust prospectus, statement of additional information and shareholder reports to be amended to accomplish a change of name to eliminate any reference to the Underlying Adviser, and within 60 days after such date, shall cease to use in each case actually any other manner, including use in any sales literature or potentially affecting promotional material, the Designated SeriesUnderlying Adviser’s name (except as necessary or reasonably desirable to identify historical service providers).

Information and Reports. A. The Subadviser Underlying Adviser shall keep the Trust Trust, the Manager and the Lead Adviser informed of developments relating to its duties as Subadviser Underlying Adviser of which the Subadviser Underlying Adviser has, or should have, knowledge that would materially affect the Designated SeriesFunds. In this regard, the Subadviser Underlying Adviser shall provide the Trust, the Manager and the Lead Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser Underlying Adviser has assumed under this Agreement as the Trust Trust, the Manager and the Lead Adviser may from time to time reasonably request. In addition, prior to each meeting of the Board, the Subadviser Underlying Adviser shall provide the Manager, the Lead Adviser and the Board Board, as they may reasonably request with reports regarding the SubadviserUnderlying Adviser’s management of the Designated Series Allocated Portion of the Funds during the most recently completed quarter, which reports: (i) shall include Subadviserthe Underlying Adviser’s representation that its performance of its investment management duties hereunder is in compliance with the Designated SeriesFunds’ investment objectives and practices, the Investment Company Act and applicable rules and regulations under the Investment Company Act, and applicable Investment Guidelines provided to the Underlying Adviser by the Lead Adviser, and the diversification and minimum “good income” requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and (ii) otherwise shall be in such form as may be reasonably required mutually agreed upon by the Underlying Adviser and the Manager and Lead Adviser. B. Each of the Manager, the Lead Adviser and the Subadviser Underlying Adviser shall provide the other party with a list, to the best of the Adviser’s or the Subadviser’s their respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Manager, Lead Adviser or the SubadviserUnderlying Adviser, as the case may be, and each of the Manager, Lead Adviser and Subadviser Underlying Adviser agrees promptly to update and deliver such list whenever the Manager, Lead Adviser or the Subadviser Underlying Adviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. The Subadviser Underlying Adviser shall also provide the Trust, the Manager and Lead Adviser with any information reasonably requested by the Manager or Lead Adviser regarding its management of the Designated Series Allocated Portion of the Funds required for any shareholder report, amended Registration Statement, or Prospectus prospectus supplement to be filed by the Trust with the SEC, and such other information with regard to its affairs as the others may reasonably request. D. The Subadviser Manager shall promptly notify make available to the Underlying Adviser and copies of the Trust prospectus, statement of additional information, and shareholder reports, and also provide the Certificate of Trust, Agreement and Declaration of Trust, Bylaws, Compliance Policies and Procedures of the Trust, and any amendments thereto. The Underlying Adviser will be provided the opportunity to review any description of the Underlying Adviser set forth in the event Trust prospectus, statement of additional information and shareholder reports which will be clearly marked to indicate that any they are documents of the Subadviser’s employees or contractors raise any issues concerning any actual or potential material violation of any law, regulation or internal policy Trust and/or the Fund rather than of the SubadviserUnderlying Adviser. If the Underlying Adviser ceases to furnish services to the Trust, the Trust at its expense shall, as promptly as practicable, take all necessary action to cause the Trust prospectus, statement of additional information and shareholder reports to be amended to accomplish a change of name to eliminate any reference to the Underlying Adviser, and within 60 days after such date, shall cease to use in each case actually any other manner, including use in any sales literature or potentially affecting promotional material, the Designated SeriesUnderlying Adviser’s name (except as necessary or reasonably desirable to identify historical service providers).

Information and Reports. A. (a) The Subadviser shall keep the Trust and the Adviser TAMIC informed of developments relating to its duties as Subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Designated SeriesPortfolio. In this regard, the Subadviser shall provide the Trust, the Adviser TAMIC, and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Trust and the Adviser TAMIC may from time to time reasonably request. In additionAdditionally, prior to each meeting of the BoardBoard meeting, the Subadviser shall will provide the Adviser TAMIC and the Board with reports regarding the Subadviser’s management of the Designated Series 's asset allocation decisions during the most recently completed quarter, quarter which reports: (i) shall will include Subadviser’s representation a written certification that its performance of its investment management duties hereunder is recommendations for the Portfolio are in compliance with the Designated Series’ Portfolio's investment objectives and practicesinvestment strategies. The Subadviser also shall certify quarterly to the Trust and TAMIC that it and its "advisory persons" (as defined in Rule 17j-1) have complied materially with the requirements of Rule 17j-1 during the previous quarter or, if not, explain what the Subadviser has done to seek to ensure such compliance in the future. Annually, the Act and applicable rules and regulations under Subadviser shall furnish a written report, which complies with the Act, and the diversification and minimum “good income” requirements of Subchapter M under Rule 17j-1, concerning the Internal Revenue Subadviser's Code of 1986Ethics to the Trust and TAMIC. Upon written request of the Trust or TAMIC with respect to violations of the Code of Ethics directly affecting the Portfolio, as amended, and the Subadviser shall permit representatives of the Trust or TAMIC to examine reports (iior summaries of the reports) otherwise shall required to be in such form as may be reasonably required made by Rule 17j-1(d)(1) relating to enforcement of the AdviserCode of Ethics. B. (b) Each of the Adviser TAMIC and the Subadviser shall will provide the other party with a list, to the best of the Adviser’s TAMIC's or the Subadviser’s 's respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser TAMIC or the Subadviser, as the case may be, and each of TAMIC and the Adviser and Subadviser agrees promptly to update such list whenever the Adviser TAMIC or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. (c) The Subadviser shall will also provide the Adviser TAMIC with any information reasonably requested by the Adviser regarding its management of the Designated Series required for any shareholder report, amended Registration Statementregistration statement, or Prospectus prospectus supplement to be filed by the Trust with the SEC. D. . The Subadviser shall promptly notify the Adviser and inform the Trust and TAMIC if any information in the event that any of the Subadviser’s employees Prospectus or contractors raise any issues concerning any actual SAI is (or potential material violation of any law, regulation will become) inaccurate or internal policy of the Subadviser, in each case actually or potentially affecting the Designated Seriesincomplete.

Information and Reports. A. The Subadviser shall keep the Trust Fund and the Adviser informed of developments relating to its duties as Subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Designated SeriesFund. In this regard, the Subadviser shall provide the TrustFund, the Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Trust Fund and the Adviser may from time to time reasonably request. In addition, prior to each meeting of the Board, the Subadviser shall provide the Adviser and the Board with reports regarding the Subadviser’s management of the Designated Series Fund during the most recently completed quarter, which reports: (i) shall include Subadviser’s representation that its performance of its investment management duties hereunder is in compliance with the Designated Series’ Fund’s investment objectives and practices, the Act and applicable rules and regulations under the Act, and the diversification and minimum “good income” requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and (ii) otherwise shall be in such form as may be reasonably required mutually agreed upon by the Subadviser and the Adviser. B. Each of the Adviser and the Subadviser shall provide the other party with a list, to the best of the Adviser’s or the Subadviser’s respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or the Subadviser, as the case may be, and each of the Adviser and Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. The Subadviser shall also provide the Adviser with any information reasonably requested by the Adviser regarding its management of the Designated Series Fund required for any shareholder report, amended Registration Statementregistration statement, or Prospectus supplement to be filed by the Trust Fund with the SEC. D. The Subadviser shall promptly notify the Adviser and the Trust in the event that any of the Subadviser’s employees or contractors raise any issues concerning any actual or potential material violation of any law, regulation or internal policy of the Subadviser, in each case actually or potentially affecting the Designated Series.

Information and Reports. A. The Subadviser shall Sub-Adviser will keep the Trust and the Adviser informed of developments relating to its duties as Subadviser Sub-Adviser of which the Subadviser Sub-Adviser has, or should have, knowledge that would materially affect the Designated SeriesFund or the Trust. In this regard, the Subadviser shall Sub-Adviser will provide the Trust, the Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser Sub-Adviser has assumed under this Agreement as the Trust and the Adviser may from time to time reasonably request. In addition, prior to each meeting of the BoardTrustees, the Subadviser shall Administrator will provide the Sub-Adviser, Adviser and the Board Trustees with reports regarding the SubadviserSub-Adviser’s management of the Designated Series Fund during the most recently completed quarter, which reports: (i) shall will include SubadviserSub-Adviser’s representation that its performance of its investment management duties hereunder is in compliance with the Designated Series’ Fund’s investment objectives and practices, the Act and applicable rules and regulations under the Act, and the diversification and minimum “good income” requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and (ii) otherwise shall will be in such form as may be reasonably required mutually agreed upon by the Sub-Adviser and the Adviser. B. Each of the Adviser and the Subadviser shall Sub-Adviser will provide the other party with a list, to the best of the Adviser’s or the SubadviserSub-Adviser’s respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or the SubadviserSub-Adviser, as the case may be, and each of the Adviser and Subadviser Sub-Adviser agrees promptly to update such list whenever the Adviser or the Subadviser Sub-Adviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. The Subadviser shall Sub-Adviser will also provide the Adviser with any information reasonably requested by the Adviser regarding its management of the Designated Series Fund required for any shareholder report, amended Registration Statementregistration statement, or Prospectus or Statement of Additional Information supplement to be filed by the Trust with the SEC. D. The Subadviser shall promptly notify the Adviser and the Trust in the event that any of the Subadviser’s employees or contractors raise any issues concerning any actual or potential material violation of any law, regulation or internal policy of the Subadviser, in each case actually or potentially affecting the Designated Series.

Information and Reports. A. The Subadviser Underlying Adviser shall keep the Trust Trust, the Manager and the Lead Adviser informed of developments relating to its duties as Subadviser of Underlying Adviser which the Subadviser has, or should have, knowledge that Underlying Adviser reasonably believes would materially affect the Designated SeriesFunds. In this regard, the Subadviser Underlying Adviser shall provide the Trust, the Manager and the Lead Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser Underlying Adviser has assumed under this Agreement as the Trust Trust, the Manager and the Lead Adviser may from time to time reasonably request. In addition, prior to each meeting of the Board, the Subadviser Underlying Adviser shall provide the Manager, the Lead Adviser and the Board with such reports as are reasonably requested regarding the SubadviserUnderlying Adviser’s management of the Designated Series Allocated Portion of the Funds during the most recently completed quarter, which reports: (i) shall include Subadviserthe Underlying Adviser’s representation that its performance of its investment management duties hereunder is in compliance with the Designated SeriesFunds’ investment objectives and practices, the Investment Company Act and applicable rules and regulations under the Investment Company Act, and applicable Investment Guidelines provided to the Underlying Adviser by the Lead Adviser, and the diversification and minimum “good income” requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and (ii) otherwise shall be in such form as may be reasonably required mutually agreed upon by the Underlying Adviser and the Manager and Lead Adviser. Such reports shall include, but not be limited to, reports on the investment program for the Funds and the issuers and securities represented in the Funds, and reports concerning transactions and performance of each Fund, compliance with the Trust’s procedures pursuant to Rules 17e-1, 17a-7, 10f-3 and 12d3-1 under the Investment Company Act, Section 28(e) of the Exchange Act, compliance with Investment Guidelines and restrictions, trade errors, liquidity determinations, and compliance with the Underlying Adviser’s Code of Ethics, and such other procedures or requirements that the Manager and the Lead Adviser may reasonably request from time to time. B. Each of the Manager, the Lead Adviser and the Subadviser Underlying Adviser shall provide the other party with a list, to the best of the Adviser’s or the Subadviser’s their respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Manager, Lead Adviser or the SubadviserUnderlying Adviser, as the case may be, and each of the Manager, Lead Adviser and Subadviser Underlying Adviser agrees promptly to update and deliver such list whenever the Manager, Lead Adviser or the Subadviser Underlying Adviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. The Trust, or its designee, shall provide the Underlying Adviser with a list of brokers and dealers that are “affiliated persons” of the Trust, the Manager, the Lead Adviser or the principal underwriter, and applicable policies and procedures. Upon the request of the Manager, the Underlying Adviser shall promptly, and in any event within three business days of a request, indicate whether any entity identified by the Manager in such request is an “affiliated person,” as such term is defined in the Investment Company Act, of (i) the Underlying Adviser or (ii) any affiliated person of the Underlying Adviser, subject in each case to any confidentiality requirements applicable to the Underlying Adviser and/or its affiliates. Further, the Underlying Adviser shall provide the Manager with a list of (x) each broker-dealer entity that is an “affiliated person,” as such term is defined in the Investment Company Act, of the Underlying Adviser and (y) each affiliated person of the Underlying Adviser that has outstanding publicly-issued debt or equity. Each of the Manager and the Underlying Adviser agrees promptly to update such list(s) whenever the Manager or the Underlying Adviser becomes aware of any changes that should be added to or deleted from such list of affiliated persons; provided, however, that the Underlying Adviser shall not be bound by any update, modification or amendment of such list(s) unless and until the Underlying Adviser has been provided with an amended list(s). C. The Subadviser Underlying Adviser shall also provide reasonable assistance to the Adviser with Manager, the Lead Adviser, the Trust or its agent in processing class action paperwork, for any information reasonably requested security held within the Funds managed by the Adviser regarding its management of the Designated Series required for any shareholder report, amended Registration Statement, or Prospectus supplement to be filed by the Trust with the SECUnderlying Adviser. D. The Subadviser Manager shall promptly notify make available to the Underlying Adviser and copies of the Trust prospectus, statement of additional information, and shareholder reports, and also provide the Certificate of Trust, Agreement and Declaration of Trust, Bylaws, Compliance Policies and Procedures of the Trust, and any amendments thereto. The Underlying Adviser will be provided the opportunity to review any description of the Underlying Adviser set forth in the event Trust prospectus, statement of additional information and shareholder reports which will be clearly marked to indicate that any they are documents of the Subadviser’s employees or contractors raise any issues concerning any actual or potential material violation of any law, regulation or internal policy Trust and/or the Fund rather than of the SubadviserUnderlying Adviser. If the Underlying Adviser ceases to furnish services to the Trust, the Trust at its expense shall, as promptly as practicable, take all necessary action to cause the Trust prospectus, statement of additional information and shareholder reports to be amended to accomplish a change of name to eliminate any reference to the Underlying Adviser, and within 60 days after such date, shall cease to use in each case actually any other manner, including use in any sales literature or potentially affecting promotional material, the Designated SeriesUnderlying Adviser’s name (except as necessary or reasonably desirable to identify historical service providers).

Information and Reports. A. The Subadviser shall keep the Trust Fund and the Adviser informed of developments relating to its duties as Subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Designated SeriestheFund. In this regard, the Subadviser shall provide the TrustFund, the Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Trust Fund and the Adviser may from time to time reasonably request. In addition, prior to each meeting of the Board, the Subadviser shall provide the Adviser and the Board with reports regarding the Subadviser’s management of the Designated Series Allocated Portion of the Fund during the most recently completed quarter, which reports: (i) shall include Subadviser’s representation that its performance of its investment management duties hereunder is in compliance with the Designated Series’ Fund’s investment objectives and practices, the Act and applicable rules and regulations under the Act, and the diversification and minimum “good income” requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and (ii) otherwise shall be in such form as may be reasonably required by the Adviser. B. Each of the Adviser and the Subadviser shall provide the other party with a list, to the best of the Adviser’s or the Subadviser’s respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or the Subadviser, as the case may be, and each of the Adviser and Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. The Subadviser shall also provide the Adviser with any information reasonably requested by the Adviser regarding its management of the Designated Series Allocated Portion of the Fund required for any shareholder report, amended Registration Statementregistration statement, or Prospectus supplement any other disclosure document to be filed by the Trust Fund with the SEC. D. The Subadviser shall promptly notify the Adviser and the Trust Fund in the event that any of the Subadviser’s employees or contractors raise any issues concerning any actual or potential material violation of any law, regulation or internal policy of the Subadviser, in each case actually or potentially affecting the Designated SeriesFund.

Information and Reports. A. The Subadviser shall keep the Trust and the Adviser informed of developments relating to its duties as Subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Designated Series. In this regard, the Subadviser shall provide the Trust, the Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Trust and the Adviser may from time to time reasonably request. In addition, prior to each meeting of the Board, the Subadviser shall provide the Adviser and the Board with reports regarding the Subadviser’s management of the Designated Allocated Portion of the Series during the most recently completed quarter, which reports: (i) shall include Subadviser’s representation that its performance of its investment management duties hereunder is in compliance with the Designated Series’ investment objectives and practices, the Act and applicable rules and regulations under the Act, and the diversification and minimum “good income” requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and (ii) otherwise shall be in such form as may be reasonably required by the Adviser. B. Each of the Adviser and the Subadviser shall provide the other party with a list, to the best of the Adviser’s or the Subadviser’s respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or the Subadviser, as the case may be, and each of the Adviser and Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. The Subadviser shall also provide the Adviser with any information reasonably requested by the Adviser regarding its management of the Designated Allocated Portion of the Series required for any shareholder report, amended Registration Statement, or Prospectus supplement to be filed by the Trust with the SEC. D. The Subadviser shall promptly notify the Adviser and the Trust in the event that any of the Subadviser’s employees or contractors raise any issues concerning any actual or potential material violation of any law, regulation or internal policy of the Subadviser, in each case actually or potentially affecting the Designated Series.

Information and Reports. A. The Subadviser shall keep the Trust Fund and the Adviser informed of developments relating to its duties as Subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Designated Series. In this regard, the Subadviser shall provide the TrustFund, the Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Trust Fund and the Adviser may from time to time reasonably request. In addition, prior to each meeting of the BoardTrustees, the Subadviser shall provide the Adviser and the Board Trustees with reports regarding the Subadviser’s management of the Designated Series during the most recently completed quarter, which reports: (i) shall include Subadviser’s representation that its performance of its investment management duties hereunder is in compliance with the Designated Series’ investment objectives and practicespractices of the Designated Series, the Act and applicable rules and regulations under the Act, and the diversification and minimum “good income” requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and (ii) otherwise shall be in such form as may be reasonably required mutually agreed upon by the Subadviser and the Adviser. B. Each of the Adviser and the Subadviser shall provide the other party with a list, to the best of the Adviser’s or the Subadviser’s respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or the Subadviser, as the case may be, and each of the Adviser and Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. The Subadviser shall also provide the Adviser with any information reasonably requested by the Adviser regarding its management of the Designated Series required for any shareholder report, amended Registration Statementregistration statement, or Prospectus supplement to be filed by the Trust Fund with the SEC. D. The Subadviser shall promptly notify the Adviser and the Trust in the event that any of the Subadviser’s employees or contractors raise any issues concerning any actual or potential material violation of any law, regulation or internal policy of the Subadviser, in each case actually or potentially affecting the Designated Series.

Information and Reports. A. The Subadviser shall In order to keep the Trust and the Adviser informed of developments relating to its duties as Subadviser of which the Subadviser has, or should have, has knowledge that would materially affect the Designated Series. In this regard, the Subadviser shall provide the Trust, the Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Trust and the Adviser may from time to time reasonably request. In addition, prior to within 10 days following each meeting of the Boardquarter end, the Subadviser shall provide the Adviser and the Board with reports regarding the Subadviser’s management of the Designated Allocated Portion of the Series during the most recently completed quarter, which reports: (i) shall include Subadviser’s representation that its performance of its investment management duties hereunder is in compliance with the Designated Series’ investment objectives and practices, the Act and applicable rules and regulations under the Act, and the diversification and minimum “good income” requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and (ii) otherwise shall be in such form as may be reasonably required mutually agreed upon by the Subadviser and the Adviser. B. Each of the Adviser and the Subadviser shall provide the other party with a list, to the best of the Adviser’s or the Subadviser’s respective knowledge, of each “affiliated person person” (as defined in the Act) (and any affiliated person of such an affiliated person) of the Adviser or the Subadviser, as the case may be, and each of the Adviser and Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. The Subadviser shall also provide the Adviser with any information reasonably requested by the Adviser regarding its management of the Designated Allocated Portion of the Series required for any shareholder report, amended Registration Statement, or Prospectus prospectus supplement to be filed by the Trust with the SEC. D. The Subadviser shall promptly notify the Adviser and the Trust in the event that any of the Subadviser’s employees or contractors raise any issues concerning any actual or potential material violation of any law, regulation or internal policy of the Subadviser, in each case actually or potentially affecting the Designated Series.

Information and Reports. A. The Subadviser shall keep the Trust Fund and the Adviser informed of developments relating to its duties as Subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Designated Series. In this regard, the Subadviser shall provide the TrustFund, the Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Trust Fund and the Adviser may from time to time reasonably request. In addition, prior to each meeting of the BoardTrustees, the Subadviser shall provide the Adviser and the Board Trustees with reports regarding the Subadviser’s management of the Designated Series during the most recently completed quarter, which reports: (i) shall to include Subadviser’s representation written communication that its performance of its investment management duties hereunder the Designated Series is in compliance with the Designated Series’ its investment objectives and practices, the Act and applicable rules and regulations under the Act, and the diversification and minimum “good income” requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and (ii) otherwise shall be in such form as may be reasonably required mutually agreed upon by the Subadviser and the Adviser. B. Each of the Adviser and the Subadviser shall provide the other party with a list, to the best of the Adviser’s or the Subadviser’s respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or the Subadviser, as the case may be, and each of the Adviser and Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. The Subadviser shall also provide the Adviser with any information reasonably requested by the Adviser regarding its management of the Designated Series required for any shareholder report, amended Registration Statementregistration statement, or Prospectus supplement to be filed by the Trust Fund with the SEC. D. The Subadviser shall promptly notify the Adviser and the Trust in the event that any of the Subadviser’s employees or contractors raise any issues concerning any actual or potential material violation of any law, regulation or internal policy of the Subadviser, in each case actually or potentially affecting the Designated Series.

Information and Reports. A. (a) The Subadviser shall keep the Trust and the Adviser TAMIC informed of developments relating to its duties as Subadviser subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Designated SeriesPortfolio. In this regard, the Subadviser shall provide the Trust, the Adviser TAMIC, and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Trust and the Adviser TAMIC may from time to time reasonably request. In additionAdditionally, prior to each meeting of the BoardBoard meeting, the Subadviser shall will provide the Adviser TAMIC and the Board with reports regarding the Subadviser’s 's management of the Designated Series Portfolio during the most recently completed quarter, which reports: (i) shall to include Subadviser’s representation written certifications that its performance of its investment management duties hereunder the Portfolio is in compliance with the Designated Series’ Portfolio's investment objectives and practices, the 1940 Act and applicable rules and regulations under the 1940 Act, and the diversification and minimum “good income” requirements of Subchapter M and the diversification requirements of Section 817(h) under the Internal Revenue Code of 1986, as amendedCode, and (ii) otherwise shall be in such form as may be reasonably required mutually agreed upon by the AdviserSubadviser and TAMIC. The Subadviser also shall certify quarterly to the Trust and TAMIC that it and its "advisory persons" (as defined in Rule 17j-1) have complied materially with the requirements of Rule 17j-1 during the previous quarter or, if not, explain what the Subadviser has done to seek to ensure such compliance in the future. Annually, the Subadviser shall furnish a written report, which complies with the requirements of Rule 17j-1, concerning the Subadviser's Code of Ethics to the Trust and TAMIC. Upon written request of the Trust or TAMIC with respect to violations of the Code of Ethics directly affecting the Portfolio, the Subadviser shall permit representatives of the Trust or TAMIC to examine reports (or summaries of the reports) required to be made by Rule 17j-1(d)(1) relating to enforcement of the Code of Ethics. B. (b) Each of the Adviser TAMIC and the Subadviser shall will provide the other party with a list, to the best of the Adviser’s TAMIC's or the Subadviser’s 's respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser TAMIC or the Subadviser, as the case may be, and each of TAMIC and the Adviser and Subadviser agrees promptly to update such list whenever the Adviser TAMIC or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. (c) The Subadviser shall will also provide the Adviser TAMIC with any information reasonably requested by the Adviser regarding its management of the Designated Series Portfolio required for any shareholder report, amended Registration Statementregistration statement, or Prospectus prospectus supplement to be filed by the Trust with the SEC. D. . The Subadviser shall promptly notify the Adviser and inform the Trust and TAMIC if any information in the event that any Prospectus or SAI is (or will become) inaccurate or incomplete, or if the Portfolio no longer is ompliant with Section 817(h) of the Subadviser’s employees Code or contractors raise any issues concerning any actual or potential material violation of any lawTreasury Regulation Section 1.817-5, regulation or internal policy of the Subadviser, in each case actually or potentially affecting the Designated Seriesif applicable.

Information and Reports. A. The Subadviser shall keep the Trust Fund and the Adviser informed of developments relating to its duties as Subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Designated Series. In this regard, the Subadviser shall provide the TrustFund, the Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Trust Fund and the Adviser may from time to time reasonably request. In addition, prior to each meeting of the BoardTrustees, the Subadviser shall provide the Adviser and the Board Trustees with reports regarding the Subadviser’s 's management of the Designated Series during the most recently completed quarter, quarter which reports: (i) shall include Subadviser’s 's representation that its performance of its investment management duties hereunder is in compliance with the Designated Series’ Fund's investment objectives and practices, the Act and applicable rules and regulations under the Act, and the diversification and minimum “"good income” " requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and (ii) otherwise shall be in such form as may be reasonably required mutually agreed upon by the Subadviser and the Adviser. B. Each of the Adviser and the Subadviser shall provide the other party with a list, to the best of the Adviser’s 's or the Subadviser’s 's respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or the Subadviser, as the case may be, and each of the Adviser and Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. The Subadviser shall also provide the Adviser with any information reasonably requested by the Adviser regarding its management of the Designated Series required for any shareholder report, amended Registration Statementregistration statement, or Prospectus supplement to be filed by the Trust Fund with the SEC. D. The Subadviser shall promptly notify the Adviser and the Trust in the event that any of the Subadviser’s employees or contractors raise any issues concerning any actual or potential material violation of any law, regulation or internal policy of the Subadviser, in each case actually or potentially affecting the Designated Series.

Information and Reports. A. The Subadviser shall keep the Trust Fund and the Adviser informed of developments relating to its duties as Subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Designated Fund and/or the Series. In this regard, the Subadviser shall provide the TrustFund, the Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Trust Fund and the Adviser may from time to time reasonably request. In addition, prior to each meeting of the BoardBoard of Trustees of the Trust (the “Trustees”), the Subadviser shall provide the Adviser and the Board Trustees with reports regarding the Subadviser’s management of advisory services to the Designated Series Fund during the most recently completed quarter, which reports: (i) shall include Subadviser’s representation that its performance of its investment management advisory duties hereunder is in compliance with the Designated Series’ Fund’s investment objectives and practices, and to the Act and extent applicable the Act, applicable rules and regulations under the Act, and the diversification and minimum “good income” requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and (ii) otherwise shall be in such form as may be reasonably required mutually agreed upon by the Subadviser and the Adviser. B. Each of the Adviser and the Subadviser shall provide the other party with a list, to the best of the Adviser’s or the Subadviser’s respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or the Subadviser, as the case may be, and each of the Adviser and Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. The Subadviser shall also provide the Adviser with any information reasonably requested by the Adviser regarding its management of advice related to the Designated Series Fund required for any shareholder report, amended Registration Statement, or Prospectus prospectus supplement to be filed by the Trust with the SEC. D. The Subadviser shall promptly notify the Adviser and the Trust in the event that any of the Subadviser’s employees or contractors raise any issues concerning any actual or potential material violation of any law, regulation or internal policy of the Subadviser, in each case actually or potentially affecting the Designated Series.

Information and Reports. A. The Subadviser shall Sub-Adviser will keep the Trust and the Adviser informed of developments relating to its duties as Subadviser Sub-Adviser of which the Subadviser Sub-Adviser has, or should have, knowledge that would materially affect the Designated SeriesFund or the Trust. In this regard, the Subadviser shall Sub-Adviser will provide the Trust, the Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser Sub-Adviser has assumed under this Agreement as the Trust and the Adviser may from time to time reasonably request. In addition, prior to each meeting of the BoardTrustees, the Subadviser shall Administrator will provide the Sub-Adviser, Adviser and the Board Trustees with reports regarding the SubadviserSub-Adviser’s management of the Designated Series Fund during the most recently completed quarter, which reports: (i) shall will include SubadviserSub-Adviser’s representation that its performance of its investment management duties hereunder is in compliance with the Designated Series’ Fund’s investment objectives and practices, the Act and applicable rules and regulations under the Act, and the diversification and minimum “good income” requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and (ii) otherwise shall will be in such form as may be reasonably required mutually agreed upon by the Sub-Adviser and the Adviser. B. Each of the Adviser and the Subadviser shall Sub-Adviser will provide the other party with a list, to the best of the Adviser’s or the SubadviserSub-Adviser’s respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or the SubadviserSub-Adviser, as the case may be, and each of the Adviser and Subadviser Sub-Adviser agrees promptly to update such list whenever the Adviser or the Subadviser Sub-Adviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. . C. The Subadviser shall Sub-Adviser will also provide the Adviser with any information reasonably requested by the Adviser regarding its management of the Designated Series Fund required for any shareholder report, amended Registration Statementregistration statement, or Prospectus or Statement of Additional Information supplement to be filed by the Trust with the SEC. D. The Subadviser shall promptly notify the Adviser and the Trust in the event that any of the Subadviser’s employees or contractors raise any issues concerning any actual or potential material violation of any law, regulation or internal policy of the Subadviser, in each case actually or potentially affecting the Designated Series.

Information and Reports. A. The Subadviser Underlying Adviser shall keep the Trust Trust, the Manager and the Lead Adviser informed of developments relating to its duties as Subadviser Underlying Adviser of which the Subadviser Underlying Adviser has, or should have, knowledge that would materially affect the Designated SeriesFunds. In this regard, the Subadviser Underlying Adviser shall provide the Trust, the Manager and the Lead Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser Underlying Adviser has assumed under this Agreement as the Trust Trust, the Manager and the Lead Adviser may from time to time reasonably request. In addition, prior to each meeting of the Board, the Subadviser Underlying Adviser shall provide the Manager, the Lead Adviser and the Board with reports regarding the Subadviser’s Underlying Adviser's management of the Designated Series Allocated Portion of the Funds during the most recently completed quarter, which reports: (i) shall include Subadviser’s Underlying Adviser's representation that its performance of its investment management duties hereunder is in compliance with the Designated Series’ Funds' investment objectives and practices, the Investment Company Act and applicable rules and regulations under the Investment Company Act, and applicable Investment Guidelines provided to the Underlying Adviser by the Lead Adviser, and the diversification and minimum “"good income” " requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and (ii) otherwise shall be in such form as may be reasonably required mutually agreed upon by the Underlying Adviser and the Manager and Lead Adviser. B. Each of the Manager, the Lead Adviser and the Subadviser Underlying Adviser shall provide the other party with a list, to the best of the Adviser’s or the Subadviser’s their respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Manager, Lead Adviser or the SubadviserUnderlying Adviser, as the case may be, and each of the Manager, Lead Adviser and Subadviser Underlying Adviser agrees promptly to update and deliver such list whenever the Manager, Lead Adviser or the Subadviser Underlying Adviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. The Subadviser Underlying Adviser shall also provide the Trust, the Manager and Lead Adviser with any information reasonably requested by the Manager or Lead Adviser regarding its management of the Designated Series Allocated Portion of the Funds required for any shareholder report, amended Registration Statement, or Prospectus prospectus supplement to be filed by the Trust with the SEC, and such other information with regard to its affairs as the others may reasonably request. D. The Subadviser Manager shall promptly notify make available to the Underlying Adviser and copies of the Trust prospectus, statement of additional information, and shareholder reports, and also provide the Certificate of Trust, Agreement and Declaration of Trust, Bylaws, Compliance Policies and Procedures of the Trust, and any amendments thereto. The Underlying Adviser will be provided the opportunity to review any description of the Underlying Adviser set forth in the event Trust prospectus, statement of additional information and shareholder reports which will be clearly marked to indicate that any they are documents of the Subadviser’s employees or contractors raise any issues concerning any actual or potential material violation of any law, regulation or internal policy Trust and/or the Fund rather than of the SubadviserUnderlying Adviser. If the Underlying Adviser ceases to furnish services to the Trust, the Trust at its expense shall, as promptly as practicable, shall take all necessary action to cause the Trust prospectus, statement of additional information and shareholder reports to be amended to accomplish a change of name to eliminate any reference to the Underlying Adviser, and within 60 days after such date, shall cease to use in each case actually any other manner, including use in any sales literature or potentially affecting promotional material, the Designated SeriesUnderlying Adviser's name (except as necessary or reasonably desirable to identify historical service providers).

Information and Reports. A. (a) The Subadviser shall keep Adviser will promptly notify FIMCO of any material change in any of the Trust and the Adviser informed of developments relating documents listed on Schedule 2 to its duties as Subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Designated Series. In this regard, the Subadviser shall provide the Trust, the Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Trust and the will provide FIMCO with copies of any such modified document. The Adviser may from time to time reasonably request. In addition, prior to each meeting of the Board, the Subadviser shall will also provide the Adviser and the Board with reports regarding the Subadviser’s management of the Designated Series during the most recently completed quarter, which reports: (i) shall include Subadviser’s representation that its performance of its investment management duties hereunder is in compliance with the Designated Series’ investment objectives and practices, the Act and applicable rules and regulations under the Act, and the diversification and minimum “good income” requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and (ii) otherwise shall be in such form as may be reasonably required by the Adviser. B. Each of the Adviser and the Subadviser shall provide the other party FIMCO with a list, to the best of the Adviser’s or the Subadviser’s respective 's knowledge, of each all affiliated person persons of Adviser (and any affiliated person of such an affiliated person) of and will promptly update the Adviser or the Subadviser, as the case may be, and each of the Adviser and Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from the list of additional affiliated persons. C. The Subadviser shall (b) FIMCO will maintain books and records relating to its management of the Fund under its customary procedures and in compliance with applicable regulations under the 1940 Act and the Advisers Act. FIMCO will permit the Adviser to inspect such books and records at all reasonable times during normal business hours, upon reasonable notice. Prior to each Board meeting, FIMCO will provide the Adviser and the Board with reports regarding its management of the Fund during the interim period, in such form as may be mutually agreed upon by FIMCO and the Adviser. FIMCO will also provide the Adviser with any information reasonably requested by the Adviser regarding its management of the Designated Series Fund required for any shareholder report, amended Registration Statement, registration statement or Prospectus prospectus supplement to be filed by the Trust Fund with the SEC. FIMCO will keep the Trust and the Adviser informed of developments materially affecting the Fund, and will, on its own initiative, furnish the Fund and the Advisor from time to time with whatever information FIMCO believes is appropriate for this purpose. D. The Subadviser (c) FIMCO shall promptly notify also furnish Adviser with Quarterly reports, in form and substance acceptable to the Adviser Advisor, with respect to: (i) compliance with FIMCO's code of ethics, and the Adviser's code of ethics, subject to approval by FIMCO of Adviser's code of ethics; (ii) compliance with procedures, as are agreed to by FIMCO, relative to securities eligible for resale under Rule 144A under the Securities Act of 1933, as amended; (iii) diversification of Fund assets in accordance with the then prevailing prospectus and statement of additional information pertaining to the Fund and governing laws; (iv) compliance with any Fund limitations regarding the acquisition of illiquid securities; (v) any and all other reports reasonably requested in accordance with or described in this Agreement; and, (vi) the implementation of the Fund investment program, including, without limitation, a review and discussion of Fund performance. (d) FIMCO will be responsible for the preparation and filing of Schedule 13G and Form 13F with respect to assets of the Fund managed by FIMCO. (e) FIMCO will assist the recordkeeping agent for the Trust in finding appropriate parties to determine or confirm the event value of any securities or other assets in the Fund for which the recordkeeping agent seeks assistance from the Adviser. The parties agree that, consistent with applicable law, FIMCO will not bear responsibility for the determination of value of any such securities or other assets. (f) FIMCO agrees that any such records are the property of the Subadviser’s employees Trust, and shall be made reasonably available for inspections by the Fund or contractors raise any issues concerning any actual or potential material violation of any law, regulation or internal policy the Adviser as agent of the SubadviserTrust, and will surrender such records within a reasonable time after request by either. (g) Each party agrees that information obtained from the other during the course of this agreement will only be used in each case actually or potentially affecting the Designated Seriesfurtherance of performance of its obligations under this agreement.

Information and Reports. A. The Subadviser shall Sub-Adviser will keep the Trust and the Adviser informed of developments relating to its duties as Subadviser Sub-Adviser of which the Subadviser Sub-Adviser has, or should have, knowledge that would materially affect a Fund or the Designated SeriesTrust. In this regard, the Subadviser shall Sub-Adviser will provide the Trust, the Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser Sub-Adviser has assumed under this Agreement as the Trust and the Adviser may from time to time reasonably request. In addition, prior to each meeting of the BoardTrustees, the Subadviser shall Sub-Adviser will provide the Adviser and the Board Trustees with reports regarding the SubadviserSub-Adviser’s management of the Designated Series Funds during the most recently completed quarter, which reports: (i) shall will include SubadviserSub-Adviser’s representation that its performance of its investment management duties hereunder is in compliance with the Designated Series’ each Fund’s investment objectives and practices, the Act and applicable rules and regulations under the Act, and the diversification and minimum “good income” requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and (ii) otherwise shall will be in such form as may be reasonably required mutually agreed upon by the Sub-Adviser and the Adviser. B. Each of the Adviser and the Subadviser shall Sub-Adviser will provide the other party with a list, to the best of the Adviser’s or the SubadviserSub-Adviser’s respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or the SubadviserSub-Adviser, as the case may be, and each of the Adviser and Subadviser Sub-Adviser agrees promptly to update such list whenever the Adviser or the Subadviser Sub-Adviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. The Subadviser shall Sub-Adviser will also provide the Adviser with any information reasonably requested by the Adviser regarding its management of the Designated Series Funds required for any shareholder report, amended Registration Statementregistration statement, or Prospectus or Statement of Additional Information supplement to be filed by the Trust with the SEC. D. The Subadviser shall promptly notify the Adviser and the Trust in the event that any of the Subadviser’s employees or contractors raise any issues concerning any actual or potential material violation of any law, regulation or internal policy of the Subadviser, in each case actually or potentially affecting the Designated Series.

Information and Reports. A. The Subadviser shall keep the Trust Fund and the Adviser informed of developments relating to its duties as Subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Designated Series. In this regard, the Subadviser shall provide the TrustFund, the Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Trust Fund and the Adviser may from time to time reasonably request. In addition, prior to each meeting of the BoardTrustees, the Subadviser shall provide the Adviser and the Board Trustees with reports regarding the Subadviser’s management of 's advisory services to the Designated Series during the most recently completed quarter, which reports: : (i) shall include Subadviser’s 's representation that its performance of its investment management advisory duties hereunder is in compliance with the Designated Series’ Fund's investment objectives and practices, the Act and applicable rules and regulations under the Act, and the diversification and minimum “good income” requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and (ii) otherwise shall be in such form as may be reasonably required mutually agreed upon by the Subadviser and the Adviser. B. Each of the Adviser and the Subadviser shall provide the other party with a list, to the best of the Adviser’s 's or the Subadviser’s 's respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or the Subadviser, as the case may be, and each of the Adviser and Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. The Subadviser shall also provide the Adviser with any information reasonably requested by the Adviser regarding its management of advice related to the Designated Series required for any shareholder report, amended Registration Statementregistration statement, or Prospectus supplement to be filed by the Trust Fund with the SEC. D. The Subadviser shall promptly notify the Adviser and the Trust in the event that any of the Subadviser’s employees or contractors raise any issues concerning any actual or potential material violation of any law, regulation or internal policy of the Subadviser, in each case actually or potentially affecting the Designated Series.

Information and Reports. A. The Subadviser shall keep the Trust Fund and the Adviser informed of developments relating to its duties as Subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Designated SeriesFund. In this regard, the Subadviser shall provide the TrustFund, the Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Trust Fund and the Adviser may from time to time reasonably request. In addition, prior to each meeting of the Board, the Subadviser shall provide the Adviser and the Board with reports regarding the Subadviser’s management of the Designated Series Managed Asset Portion during the most recently completed quarter, which reports: (i) shall include Subadviser’s representation that its performance of its investment management duties hereunder is in compliance with the Designated Series’ Fund’s investment objectives and practices, the Act and applicable rules and regulations under the Act, and the diversification and minimum “good income” requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and (ii) otherwise shall be in such form as may be reasonably required mutually agreed upon by the Subadviser and the Adviser. B. Each of the Adviser and the Subadviser shall provide the other party with a list, to the best of the Adviser’s or the Subadviser’s respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or the Subadviser, as the case may be, and each of the Adviser and Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. The Subadviser shall also provide the Adviser with any information reasonably requested by the Adviser regarding its management of the Designated Series Managed Asset Portion required for any shareholder report, amended Registration Statement, report or Prospectus supplement to be other disclosure document filed by the Trust Fund with the SEC. D. The Subadviser shall promptly notify the Adviser and the Trust in the event that any of the Subadviser’s employees or contractors raise any issues concerning any actual or potential material violation of any law, regulation or internal policy of the Subadviser, in each case actually or potentially affecting the Designated Series.

Information and Reports. A. The Subadviser shall keep the Trust Fund and the Adviser informed of developments relating to its duties as Subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Designated Series. In this regard, the Subadviser shall provide the TrustFund, the Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Trust Fund and the Adviser may from time to time reasonably request. In addition, prior to each meeting of the BoardTrustees, the Subadviser shall provide the Adviser and the Board Trustees with reports regarding the Subadviser’s 's management of the Designated Series during the most recently completed quarter, which reports: (i) shall include include, to the extent possible, Subadviser’s 's representation that its performance of its investment management duties hereunder is in compliance with the Designated Series’ Fund's investment objectives and practices, the Act and applicable rules and regulations under the Act, and the diversification and minimum “"good income” " requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and (ii) otherwise shall be in such form as may be reasonably required mutually agreed upon by the Subadviser and the Adviser. B. Each of the Adviser and the Subadviser shall provide the other party with a list, to the best of the Adviser’s 's or the Subadviser’s 's respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or the Subadviser, as the case may be, and each of the Adviser and Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. The Subadviser shall also provide the Adviser with any information reasonably requested by the Adviser regarding its management of the Designated Series required for any shareholder report, amended Registration Statementregistration statement, or Prospectus supplement to be filed by the Trust Fund with the SEC. D. The Subadviser shall promptly notify the Adviser and the Trust in the event that any of the Subadviser’s employees or contractors raise any issues concerning any actual or potential material violation of any law, regulation or internal policy of the Subadviser, in each case actually or potentially affecting the Designated Series.

Information and Reports. A. The Subadviser shall keep the Trust and the is responsible for keeping Adviser informed of developments relating to its duties as Subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Designated Series. In this regard, the Subadviser shall provide the TrustAdviser may, the Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Trust and the Adviser may from time to time reasonably requestand with reasonable notice and due consideration of Subadviser's limited role with respect to the Designated Series, request Subadviser to prepare and provide periodic reports concerning its obligations under this Agreement. In additionparticular, prior to each meeting of the BoardTrustees, the Subadviser shall provide the is responsible for providing Adviser and the Board with reports regarding the Subadviser’s management of 's advisory services to the Designated Series during the most recently completed quarter, which reports: (i) shall include include, to the extent possible, Subadviser’s 's representation that its performance of its investment management duties hereunder is in compliance with the Designated Series’ Fund's investment objectives and practices, the Act and applicable rules and regulations under the Act, and the diversification and minimum “good income” requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and (ii) otherwise shall be in such form as may be reasonably required mutually agreed upon by the AdviserAdviser and Subadviser. B. Each of the Adviser and the Subadviser shall provide the other party Subadviser with a list, to the best of the Adviser’s or the Subadviser’s respective 's knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or Virtus, and Adviser agrees promptly to update such list whenever Adviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. Subadviser shall provide Adviser with a list, to the best of Subadviser's knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of Subadviser, as the case may be, and each of the Adviser and Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. The D. Subadviser shall also provide the Adviser with any information reasonably requested by the Adviser regarding its management of advice related to the Designated Series required for any shareholder report, amended Registration Statementregistration statement, or Prospectus supplement to be filed by the Trust Fund with the SEC. D. The E. Adviser shall be responsible for making any filings related to investments for the Designated Series which may be required either by regulatory authorities or the Trustees, which shall include, but shall not be limited to, any required filings on Forms 13D, 13F, 13G, N-PX or similar forms. Upon reasonable request by Subadviser, Adviser shall provide Subadviser shall promptly notify the Adviser and the Trust in the event that any of the Subadviser’s employees or contractors raise any issues concerning any actual or potential material violation with copies of any law, regulation or internal policy of the such filings which include information relevant to Subadviser, in each case actually or potentially affecting 's responsibilities with respect to the Designated Series.

Information and Reports. A. The Subadviser shall keep the Trust Fund and the Adviser informed of developments relating to its duties as Subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Designated Series. In this regard, the Subadviser shall provide the TrustFund, the Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Trust Fund and the Adviser may from time to time reasonably request. In addition, prior to each meeting of the BoardTrustees, the Subadviser shall provide the Adviser and the Board Trustees with reports regarding the Subadviser’s management of the Designated Series during the most recently completed quarter, which reports: (i) shall include include, to the extent possible, Subadviser’s representation that its performance of its investment management duties hereunder is in compliance with the Designated Series’ Fund’s investment objectives and practices, the Act and applicable rules and regulations under the Act, and the diversification and minimum “good income” requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and (ii) otherwise shall be in such form as may be reasonably required mutually agreed upon by the Subadviser and the Adviser. B. Each of the The Adviser and the Subadviser shall provide the other party Subadviser with a list, to the best of the Adviser’s or the Subadviser’s respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or the Subadviser, as the case may beAdviser, and each of the Adviser agrees promptly to update such list whenever the Adviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. The Subadviser shall provide the Adviser with a list, to the best of Subadviser’s knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of Subadviser or Sub-subadviser, and Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. D. The Subadviser shall also provide the Adviser with any information reasonably requested by the Adviser regarding its management of the Designated Series required for any shareholder report, amended Registration Statementregistration statement, or Prospectus supplement to be filed by the Trust Fund with the SEC. D. The Subadviser shall promptly notify the Adviser and the Trust in the event that any of the Subadviser’s employees or contractors raise any issues concerning any actual or potential material violation of any law, regulation or internal policy of the Subadviser, in each case actually or potentially affecting the Designated Series.

Information and Reports. A. The Subadviser shall keep the Trust and the is responsible for keeping Adviser informed of developments relating to its duties as Subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Designated Series. In this regard, the Subadviser shall provide the TrustAdviser may, the Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Trust and the Adviser may from time to time reasonably requestand with reasonable notice and due consideration of Subadviser’s limited role with respect to the Designated Series, request Subadviser to prepare and provide periodic reports concerning its obligations under this Agreement. In additionparticular, prior to each meeting of the BoardTrustees, the Subadviser shall provide the is responsible for providing Adviser and the Board with reports regarding the Subadviser’s management of advisory services to the Designated Series during the most recently completed quarter, which reports: (i) shall include include, to the extent possible, Subadviser’s representation that its performance of its investment management duties hereunder is in compliance with the Designated Series’ Fund’s investment objectives and practices, the Act and applicable rules and regulations under the Act, and the diversification and minimum “good income” requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and (ii) otherwise shall be in such form as may be reasonably required mutually agreed upon by the AdviserAdviser and Subadviser. B. Each of the Adviser and the Subadviser shall provide the other party Subadviser with a list, to the best of the Adviser’s or the Subadviser’s respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or Virtus, and Adviser agrees promptly to update such list whenever Adviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. Subadviser shall provide Adviser with a list, to the best of Subadviser’s knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of Subadviser, as the case may be, and each of the Adviser and Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. The D. Subadviser shall also provide the Adviser with any information reasonably requested by the Adviser regarding its management of advice related to the Designated Series required for any shareholder report, amended Registration Statementregistration statement, or Prospectus supplement to be filed by the Trust Fund with the SEC. D. The E. Adviser shall be responsible for making any filings related to investments for the Designated Series which may be required either by regulatory authorities or the Trustees, which shall include, but shall not be limited to, any required filings on Forms 13D, 13F, 13G, N-PX or similar forms. Upon reasonable request by Subadviser, Adviser shall provide Subadviser shall promptly notify the Adviser and the Trust in the event that with copies of any of the such filings which include information relevant to Subadviser’s employees or contractors raise any issues concerning any actual or potential material violation of any law, regulation or internal policy of the Subadviser, in each case actually or potentially affecting responsibilities with respect to the Designated Series.

Information and Reports. A. The Subadviser shall keep the Trust and the Adviser informed of developments relating to its duties as Subadviser of which the Subadviser has, or should have, has knowledge that would materially affect the Designated Series. In this regard, the Subadviser shall provide the Trust, the Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Trust and the Adviser may from time to time reasonably request. In addition, prior to each regular quarterly meeting of the Board, the Subadviser shall provide the Adviser and the Board with reports regarding the Subadviser’s management of the Designated Series during the most recently completed quarter, which reports: (i) shall include Subadviser’s representation that addressing its performance of its investment management duties hereunder is and whether its provision of services hereunder is, to its knowledge, in compliance with the Designated Series’ investment objectives and practicespolicies set forth in the Trust’s Registration Statement, the Act and applicable rules and regulations under the Act, and shall provide the Trust and the Adviser with such information as may be reasonably requested by the Trust or the Adviser to enable the Trust and the Adviser to monitor the Trust’s compliance with the diversification and minimum “good income” requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and (ii) otherwise shall be in such form as may be reasonably required by the Adviser. B. Each of the Adviser and the Subadviser shall provide the other party with a list, to the best of the Adviser’s or the Subadviser’s respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or the Subadviser, as the case may be, and each of the Adviser and Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons; provided that the Subadviser shall not be required to provide the identity of any investors in other funds or accounts it manages, but this exception shall not relieve the Subadviser of its obligation to seek to comply with all applicable provisions of the Act in managing the Designated Series’ assets. C. The Subadviser shall also provide the Adviser with any information reasonably requested by the Adviser regarding its management of the Designated Series required for any shareholder report, amended Registration Statement, or Prospectus supplement to be filed by the Trust with the SEC. D. The Subadviser shall promptly notify the Adviser and the Trust in the event that any the Subadviser becomes aware of the Subadviser’s employees or contractors raise any issues concerning any actual or potential material violation of any law, regulation or internal policy of the Subadviser, in each case actually or potentially affecting the Designated Series.

Information and Reports. A. (a) The Subadviser shall will keep the Trust Fund and the Adviser promptly informed of developments relating to its duties as Subadviser subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Designated SeriesFund, including but not limited to any changes in the portfolio manager or managers assigned to the Fund’s account. In this regard, the Subadviser shall will provide the TrustFund, the Adviser Adviser, and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Trust Fund and the Adviser may from time to time reasonably request. In additionAdditionally, prior to each meeting of Board meeting, as the BoardAdviser shall reasonably request, the Subadviser shall will provide the Adviser and the Board with reports regarding the Subadviser’s management of the Designated Series Fund during the most recently completed quarter, which reports: (i) shall to include written certifications that the Subadviser’s representation that its performance management of its investment management duties hereunder the Fund is in compliance with the Designated Series’ Fund’s investment objectives and practices, the 1940 Act and applicable rules and regulations under the 1940 Act, and (subject to Section 2(v) above) the diversification and minimum “good income” requirements of Subchapter M under of the Internal Revenue Code of 1986, as amended(subject to Section 2(v) above), and (ii) otherwise shall be in such form as may be reasonably required mutually agreed upon by the Subadviser and the Adviser. The Subadviser also will certify quarterly to the Fund and the Adviser that it has adopted procedures reasonably necessary to prevent Access Persons from violating its Code of Ethics, and will report any material changes in its Code of Ethics. Annually, the Subadviser will furnish a written report, which complies with the requirements of Rule 17j-1 and Rule 38a-1, concerning the Subadviser’s Code of Ethics and compliance program, respectively, to the Fund and the Adviser. The Subadviser also will notify and forward promptly to the Fund and the Adviser any communications or information it may receive with respect to claims against or involving the Fund or corporate actions relating to the Fund. It shall be the sole responsibility of the Fund, Adviser, or custodian (and not of the Subadviser) to process and file any claim forms relating to any litigation by or on behalf of the Fund. B. (b) Each of the Adviser and the Subadviser shall party to this Agreement agrees to provide promptly to the other party with a list, to the best of the Adviser’s or the Subadviser’s respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or the Subadviser, as the case may be, and each specifically identifying those affiliated persons that are either (a) publicly traded companies; (b) broker-dealers or underwriters; or (c) investment advisers. Each of the Adviser and the Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any changes change that should be added made to or deleted from the list of affiliated personssuch list. C. (c) The Subadviser shall also will provide the Adviser and/or the Board with any information reasonably requested by the Adviser regarding its management of the Designated Series Fund required for any shareholder report, amended Registration Statementregistration statement, or Prospectus prospectus supplement to be filed by the Trust FDP Series, Inc. with the SEC. D. SEC or in connection with a meeting of the Board. The Subadviser shall will promptly notify inform the Fund and the Adviser and the Trust if any information in the event that any of Prospectus or SAI relating to the Subadviser’s employees Subadviser or contractors raise any issues concerning any actual its duties and obligations under this Agreement is (or potential material violation of any law, regulation will become) inaccurate or internal policy of the Subadviser, in each case actually or potentially affecting the Designated Seriesincomplete.

Information and Reports. A. The Subadviser shall keep the Trust and the Adviser informed of developments relating to its duties as Subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Designated Series. In this regard, the Subadviser shall provide the Trust, the Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Trust and the Adviser may from time to time reasonably request. In addition, prior to each regular meeting of the BoardTrustees, the Subadviser shall provide the Adviser and the Board Trustees with reports regarding the Subadviser’s management of the Designated Series managed by the Subadviser during the most recently completed quarter, quarter which reports: (i) shall include include, to the extent possible, Subadviser’s representation that its performance of its investment management duties hereunder is in compliance with the Designated Series’ Trust’s investment objectives and practices, the Act and applicable rules and regulations under the Act, and the diversification and minimum “good income” requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and (ii) otherwise shall be in such form as may be reasonably required mutually agreed upon by the Subadviser and the Adviser. B. Each of the Adviser and the Subadviser shall provide the other party with a list, to the best of the Adviser’s or the Subadviser’s respective knowledge, of each affiliated person (person, as defined under Section 2(a)(3) of the Act, and any affiliated person of such an affiliated person) , of the Adviser or the Subadviser, as the case may be, and each of the Adviser and Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. The Subadviser shall also provide the Adviser with any information reasonably requested by the Adviser regarding its management of the Designated Series required for any shareholder report, amended Registration Statementregistration statement, or Prospectus supplement to be filed by the Trust with the SEC. D. The Subadviser shall promptly notify the Adviser and the Trust in the event that any of the Subadviser’s employees or contractors raise any issues concerning any actual or potential material violation of any law, regulation or internal policy of the Subadviser, in each case actually or potentially affecting the Designated Series.

Information and Reports. A. The Subadviser shall Sub-Adviser will keep the Trust and the Adviser informed of developments relating to its duties as Subadviser Sub-Adviser of which the Subadviser Sub-Adviser has, or should have, knowledge that would materially affect the Designated SeriesFund or the Trust. In this regard, the Subadviser shall Sub-Adviser will provide the Trust, the Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser Sub-Adviser has assumed under this Agreement as the Trust and the Adviser may from time to time reasonably request. In addition, prior to each meeting of the BoardTrustees, the Subadviser shall Sub-Adviser will provide the Adviser and the Board Trustees with reports regarding the Subadviser’s Sub-Adviser's management of the Designated Series Fund during the most recently completed quarter, which reports: (i) shall will include Subadviser’s Sub-Adviser's representation that its performance of its investment management duties hereunder is in compliance with the Designated Series’ Trust's investment objectives and practices, the Act and applicable rules and regulations under the Act, and the diversification and minimum “"good income” " requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and (ii) otherwise shall will be in such form as may be reasonably required mutually agreed upon by the Sub-Adviser and the Adviser. B. Each of the Adviser and the Subadviser shall Sub-Adviser will provide the other party with a list, to the best of the Adviser’s or the SubadviserSub-Adviser’s respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or the SubadviserSub-Adviser, as the case may be, and each of the Adviser and Subadviser Sub-Adviser agrees promptly to update such list whenever the Adviser or the Subadviser Sub-Adviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. The Subadviser shall Sub-Adviser will also provide the Adviser with any information reasonably requested by the Adviser regarding its management of the Designated Series Fund required for any shareholder report, amended Registration Statementregistration statement, or Prospectus or Statement of Additional Information supplement to be filed by the Trust with the SEC. D. The Subadviser shall promptly notify the Adviser and the Trust in the event that any of the Subadviser’s employees or contractors raise any issues concerning any actual or potential material violation of any law, regulation or internal policy of the Subadviser, in each case actually or potentially affecting the Designated Series.

Information and Reports. A. The Subadviser shall keep the Trust Fund and the Adviser informed of developments relating to its duties as Subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Designated Series. In this regard, the Subadviser shall provide the TrustFund, the Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Trust Fund and the Adviser may from time to time reasonably request. In addition, prior to each meeting of the BoardTrustees, the Subadviser shall provide the Adviser and the Board Trustees with reports regarding the Subadviser’s 's management of the Designated Series during the most recently completed quarter, which reports: (i) shall include include, to the extent possible, Subadviser’s 's representation that its performance of its investment management duties hereunder is in compliance with the Designated Series’ Fund's investment objectives and practices, the Act and applicable rules and regulations under the Act, and the diversification and minimum “"good income” " requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and (ii) otherwise shall be in such form as may be reasonably required mutually agreed upon by the Subadviser and the Adviser. B. Each of the The Adviser and the Subadviser shall provide the other party Subadviser with a list, to the best of the Adviser’s or the Subadviser’s respective 's knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or the Subadviser, as the case may beAdviser, and each of the Adviser agrees promptly to update such list whenever the Adviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. The Subadviser shall provide the Adviser with a list, to the best of Subadviser's knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of Subadviser or Sub- subadviser, and Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. D. The Subadviser shall also provide the Adviser with any information reasonably requested by the Adviser regarding its management of the Designated Series required for any shareholder report, amended Registration Statementregistration statement, or Prospectus supplement to be filed by the Trust Fund with the SEC. D. The Subadviser shall promptly notify the Adviser and the Trust in the event that any of the Subadviser’s employees or contractors raise any issues concerning any actual or potential material violation of any law, regulation or internal policy of the Subadviser, in each case actually or potentially affecting the Designated Series.

Information and Reports. A. The Subadviser shall keep the Trust Fund and the Adviser informed of developments relating to its duties as Subadviser of which the Subadviser has, or should have, has knowledge that would materially affect the Designated Fund and/or the Series. In this regard, the Subadviser shall provide the TrustFund, the Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Trust Fund and the Adviser may from time to time reasonably request. In addition, prior to each regular quarterly meeting of the Board, the Subadviser shall provide the Adviser and the Board with reports regarding the Subadviser’s management of the Designated Series Fund during the most recently completed quarter, which reports: (i) shall include Subadviser’s representation that addressing its performance of its investment management duties hereunder is and whether its provision of services hereunder is, to its knowledge, in compliance with the Designated Series’ investment objectives and practicespolicies set forth in the Trust’s Registration Statement, the Act and applicable rules and regulations under the Act, and shall provide the Trust and the Adviser with such information as may be reasonably requested by the Trust or the Adviser to enable the Trust and the Adviser to monitor the Series’ compliance with the diversification and minimum “good income” requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and (ii) otherwise shall be in such form as may be reasonably required by the Adviser. B. Each of the Adviser and the Subadviser shall provide the other party with a list, to the best of the Adviser’s or the Subadviser’s respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or the Subadviser, as the case may be, and each of the Adviser and Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons; provided that the Subadviser shall not be required to provide the identity of any investors in other funds or accounts it manages, but this exception shall not relieve the Subadviser of its obligation to seek to comply with all applicable provisions of the Act in managing the Fund’s assets. C. The Subadviser shall also provide the Adviser with any information reasonably requested by the Adviser regarding its management of the Designated Series Fund required for any shareholder report, amended Registration Statement, or Prospectus prospectus supplement to be filed by the Trust with the SEC. D. The Subadviser shall promptly notify the Adviser and the Trust in the event that any the Subadviser becomes aware of the Subadviser’s employees or contractors raise any issues concerning any actual or potential material violation of any law, regulation or internal policy of the Subadviser, in each case actually or potentially affecting the Designated Fund or the Series.

Information and Reports. A. (a) The Subadviser shall keep the Trust and the Adviser TAMIC informed of developments relating to its duties as Subadviser subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Designated SeriesPortfolio. In this regard, the Subadviser shall provide the Trust, the Adviser TAMIC, and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Trust and the Adviser TAMIC may from time to time reasonably request. In additionAdditionally, prior to each meeting of the BoardBoard meeting, the Subadviser shall will provide the Adviser TAMIC and the Board with reports regarding the Subadviser’s 's management of the Designated Series Portfolio during the most recently completed quarter, which reports: (i) shall to include Subadviser’s representation written certifications that its performance of its investment management duties hereunder the Portfolio is in compliance with the Designated Series’ Portfolio's investment objectives and practices, the 1940 Act and applicable rules and regulations under the 1940 Act, and the diversification and minimum “good income” requirements of Subchapter M and the diversification requirements of Section 817(h) under the Internal Revenue Code of 1986, as amendedCode, and (ii) otherwise shall be in such form as may be reasonably required mutually agreed upon by the AdviserSubadviser and TAMIC. The Subadviser also shall certify quarterly to the Trust and TAMIC that it and its "advisory persons"(as defined in Rule 17j-1) have complied materially with the requirements of Rule 17j-1 during the previous quarter or, if not, explain what the Subadviser has done to seek to ensure such compliance in the future. Annually, the Subadviser shall furnish a written report, which complies with the requirements of Rule 17j-1, concerning the Subadviser's Code of Ethics to the Trust and TAMIC. Upon written request of the Trust or TAMIC with respect to violations of the Code of Ethics directly affecting the Portfolio, the Subadviser shall permit representatives of the Trust or TAMIC to examine reports (or summaries of the reports) required to be made by Rule 17j-1(d)(1) relating to enforcement of the Code of Ethics. B. (b) Each of the Adviser TAMIC and the Subadviser shall will provide the other party with a list, to the best of the Adviser’s TAMIC's or the Subadviser’s 's respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser TAMIC or the Subadviser, as the case may be, and each of TAMIC and the Adviser and Subadviser agrees promptly to update such list whenever the Adviser TAMIC or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. (c) The Subadviser shall will also provide the Adviser TAMIC with any information reasonably requested by the Adviser regarding its management of the Designated Series Portfolio required for any shareholder report, amended Registration Statementregistration statement, or Prospectus prospectus supplement to be filed by the Trust with the SEC. D. . The Subadviser shall promptly notify the Adviser and inform the Trust and TAMIC if any information in the event that any Prospectus or SAI is (or will become) inaccurate or incomplete, or if the Portfolio no longer is compliant with Section 817(h) of the Subadviser’s employees Code or contractors raise any issues concerning any actual or potential material violation of any lawTreasury Regulation Section 1.817-5, regulation or internal policy of the Subadviser, in each case actually or potentially affecting the Designated Seriesif applicable.

Information and Reports. A. The Subadviser shall keep the Trust and the Adviser informed of developments relating to its duties as Subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Designated Series. In this regard, the Subadviser shall provide the Trust, the Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Trust and the Adviser may from time to time reasonably request. In addition, prior to each meeting of the Board, the Subadviser shall provide the Adviser and the Board with reports regarding the Subadviser’s management of the Designated Allocated Portion of the Series during the most recently completed quarter, which reports: (i) shall include Subadviser’s representation that its performance of its investment management duties hereunder is in compliance with the Designated Series’ investment objectives objectives, investment policies and practicesinvestment limitations, the Act and applicable rules and regulations under the Act, and the diversification and minimum “good income” requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and (ii) otherwise shall be in such form as may be reasonably required mutually agreed upon by the Subadviser and the Adviser. B. Each of the Adviser and the Subadviser shall provide the other party with a list, to the best of the Adviser’s or the Subadviser’s respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or the Subadviser, as the case may be, and each of the Adviser and Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. The Subadviser shall also provide the Adviser with any information reasonably requested by the Adviser regarding its management of the Designated Allocated Portion of the Series required for any shareholder report, amended Registration Statement, or Prospectus prospectus supplement to be filed by the Trust with the SEC. D. The Subadviser shall promptly notify the Adviser and the Trust in the event that any of the Subadviser’s employees or contractors raise any issues concerning any actual or potential material violation of any law, regulation or internal policy of the Subadviser, in each case actually or potentially affecting the Designated Series.

Information and Reports. A. The Subadviser shall keep the Trust Fund and the Adviser informed of developments relating to its duties as Subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Designated Series. In this regard, the Subadviser shall provide the TrustFund, the Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Trust Fund and the Adviser may from time to time reasonably request. In addition, prior to each meeting of the BoardTrustees, the Subadviser shall provide the Adviser and the Board Trustees with reports regarding the Subadviser’s management of the Designated Series during the most recently completed quarter, which reports: (i) shall include include, to the extent possible, Subadviser’s representation that its performance of its investment management duties hereunder is in compliance with the Designated Series’ Fund’s investment objectives and practices, the Act and applicable rules and regulations under the Act, and the diversification and minimum “good income” requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and (ii) otherwise shall be in such form as may be reasonably required mutually agreed upon by the Subadviser and the Adviser. B. Each of the Adviser and the Subadviser shall provide the other party with a list, to the best of the Adviser’s or the Subadviser’s respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or the Subadviser, as the case may be, and each of the Adviser and Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. The Subadviser shall also provide the Adviser with any information reasonably requested by the Adviser regarding its management of the Designated Series required for any shareholder report, amended Registration Statementregistration statement, or Prospectus supplement to be filed by the Trust Fund with the SEC. D. The Subadviser shall promptly notify the Adviser and the Trust in the event that any of the Subadviser’s employees or contractors raise any issues concerning any actual or potential material violation of any law, regulation or internal policy of the Subadviser, in each case actually or potentially affecting the Designated Series.

Information and Reports. A. (a) The Subadviser shall Investment Adviser will keep the Trust and the Adviser informed of developments relating to its duties as Subadviser investment adviser of which the Subadviser Investment Adviser has, or should have, knowledge that would materially affect the Designated SeriesFunds. In this regard, the Subadviser shall Investment Adviser will provide the Trust, the Adviser Trust and their respective its officers with such periodic reports concerning the obligations the Subadviser Investment Adviser has assumed under this Agreement as the Trust and the Adviser may from time to time reasonably request. In additionAdditionally, upon the request of the Board, prior to each meeting of Board meeting, the Investment Adviser will provide the Board, the Subadviser shall or cause any Sub-Adviser to provide the Adviser and the Board Board, with reports regarding the Subadviser’s management of the Designated Series Funds during the most recently completed quarter, which reports: (i) shall include Subadviser’s representation including certifications that its performance of its investment management duties hereunder each Fund is in compliance with the Designated Series’ its respective investment objectives and practices, the 1940 Act and applicable rules and regulations under the Actthereunder, and the diversification and minimum “good income” requirements of Subchapter M under of the Internal Revenue Code of 1986Code, as amendedif applicable, and (ii) otherwise shall be other information in such form as may be reasonably required mutually agreed upon by the Adviser. B. Each of the Investment Adviser and the Subadviser shall provide Trust. The Investment Adviser also will certify quarterly to the other party Trust that it and its advisory persons have complied materially with the requirements of Rule 17j-1 during the previous quarter or, if not, explain what the Investment Adviser has done to seek to ensure such compliance in the future. Annually, the Investment Adviser will furnish a listwritten report, which complies with the requirements of Rule 17j-1 and Rule 38a-1, concerning the Investment Adviser's Code of Ethics and compliance program, respectively, to the best Trust. Upon written request of the Adviser’s or the Subadviser’s respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) Fund with respect to violations of the Code of Ethics directly affecting any Fund, the Investment Adviser or the Subadviser, as the case may be, and each will permit representatives of the Adviser and Subadviser agrees promptly Trust to update such list whenever examine reports (or summaries of the Adviser or reports) required to be made by Rule 17j-1(d)(1) relating to enforcement of the Subadviser becomes aware Code of any changes that should be added to or deleted from the list of affiliated personsEthics. C. (b) The Subadviser shall also Investment Adviser will provide the Adviser Trust with any information reasonably requested by the Adviser regarding its management of the Designated Series Funds required for any shareholder report, amended Registration Statementregistration statement, or Prospectus prospectus supplement to be filed by the Trust with the SEC. D. . The Subadviser shall Investment Adviser will promptly notify the Adviser and inform the Trust if any information in a Fund's Prospectus or Statement of Additional Information, as amended from time to time ("SAI"), to the event that any of the Subadviser’s employees Investment Adviser's knowledge is (or contractors raise any issues concerning any actual will become) inaccurate or potential material violation of any law, regulation or internal policy of the Subadviser, in each case actually or potentially affecting the Designated Seriesincomplete.

Information and Reports. A. (a) The Subadviser shall keep the Trust and the Adviser TAMIC informed of developments d evelopments relating to its duties as Subadviser subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Designated SeriesPortfolio. In this regard, the Subadviser shall provide the Trust, the Adviser TAMIC, and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Trust and the Adviser TAMIC may from time to time reasonably request. In addition, prior to each meeting of the BoardAdditionally, the Subadviser shall shall, at least quarterly, provide the Adviser TAMIC and the Board with reports regarding a written certification that the Subadviser’s management of the Designated Series during the most recently completed quarter, which reports: (i) shall include Subadviser’s representation that its performance of its investment management duties hereunder Portfolio is in compliance with the Designated Series’ Portfolio's investment objectives and practices, the 1940 Act and applicable rules and regulations under the 1940 Act, and the diversification and minimum “good income” requirements of Subchapter M and Section 817(h) under the Internal Revenue Code. The Subadviser also shall certify quarterly to the Trust and TAMIC that it and its "advisory persons" (as defined in Rule 17j-1) have complied materially with the requirements of Rule 17j-1 during the previous quarter or, if not, explain what the Subadviser has done to seek to ensure such compliance in the future. Annually, the Subadviser shall furnish a written report, which complies with the requirements of Rule 17j-1, concerning the Subadviser's Code of 1986, as amended, Ethics to the Trust and (ii) otherwise shall be in such form as may be reasonably required by the AdviserTAMIC. B. (b) Each of the Adviser TAMIC and the Subadviser shall will provide the other party with a list, to the best of the Adviser’s TAMIC's or the Subadviser’s 's respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser TAMIC or the Subadviser, as the case may be, and each of TAMIC and the Adviser and Subadviser agrees promptly to update such list whenever the Adviser TAMIC or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. (c) Prior to each Board meeting, the Subadviser will provide TAMIC and the Board with reports regarding the Subadviser's management of the Portfolio during the most recently completed quarter, to include written certifications that the Portfolio is in compliance with the Portfolio's investment objectives and practices, the 1940 Act and applicable rules and regulations under the 1940 Act, and the requirements of Subchapter M and the diversification requirements of Section 817(h) under the Code, and otherwise in such form as may be mutually agreed upon by the Subadviser and TAMIC. The Subadviser shall will also provide the Adviser TAMIC with any information reasonably requested by the Adviser regarding its management of the Designated Series Portfolio required for any meeting of the Board, or for any shareholder report, amended Registration Statementregistration statement, or Prospectus prospectus supplement to be filed by the Trust with the SEC. D. The Subadviser shall promptly notify the Adviser and the Trust in the event that any of the Subadviser’s employees or contractors raise any issues concerning any actual or potential material violation of any law, regulation or internal policy of the Subadviser, in each case actually or potentially affecting the Designated Series.

Information and Reports. A. (a) The Subadviser shall will keep the Trust Fund and the Adviser informed of developments relating to its duties as Subadviser subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Designated SeriesFund. In this regard, the Subadviser shall will provide the TrustFund, the Adviser Adviser, and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Trust Fund and the Adviser may from time to time reasonably request. In additionAdditionally, prior to each meeting of the BoardBoard meeting, the Subadviser shall will provide the Adviser and the Board with reports regarding the Subadviser’s management of the Designated Series Fund during the most recently completed quarter, which reports: (i) shall to include Subadviser’s representation written certifications that its performance of its investment management duties hereunder the Fund is in compliance with the Designated Series’ Fund’s investment objectives and practices, the 1940 Act and applicable rules and regulations under the Actthereunder, and the diversification and minimum “good income” requirements of Subchapter M under of the Internal Revenue Code of 1986, as amendedCode, and (ii) otherwise shall be in such form as may be reasonably required mutually agreed upon by the Subadviser and the Adviser. The Subadviser also will certify quarterly to the Fund and the Adviser that it and its “Advisory Persons” (as defined in Rule 17j-1) have complied materially with the requirements of Rule 17j-1 during the previous quarter or, if not, explain what the Subadviser has done to seek to ensure such compliance in the future. Annually, the Subadviser will furnish a written report, which complies with the requirements of Rule 17j-1 and Rule 38a-1, concerning the Subadviser’s Code of Ethics and compliance program, respectively, to the Fund and the Adviser. Upon written request of the Fund or the Adviser with respect to violations of the Code of Ethics directly affecting the Fund, the Subadviser will permit representatives of the Fund or the Adviser to examine reports (or summaries of the reports) required to be made by Rule 17j-1(d)(1) relating to enforcement of the Code of Ethics. B. Each of the Adviser and the Subadviser shall provide the other party with (b) Attached hereto as Appendix A is a list, to the best of the Adviser’s or the Subadviser’s respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or the Subadviser, as the case may be, and each . Each of the Adviser and the Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from the such list of affiliated persons. C. (c) The Subadviser shall also will provide the Adviser with any information reasonably requested by the Adviser regarding its management of the Designated Series Fund required for any shareholder report, amended Registration Statementregistration statement, or Prospectus prospectus supplement to be filed by the Trust Fund with the SEC. D. . The Subadviser shall will promptly notify inform the Fund and the Adviser and the Trust if any information in the event that any of the Subadviser’s employees Prospectus is (or contractors raise any issues concerning any actual will become) inaccurate or potential material violation of any law, regulation or internal policy of the Subadviser, in each case actually or potentially affecting the Designated Seriesincomplete.

Information and Reports. A. The Subadviser shall keep the Trust and the Adviser informed of developments relating to its duties as Subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Designated Series. In this regard, the Subadviser shall provide the Trust, the Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Trust and the Adviser may from time to time reasonably request. In addition, prior to each meeting of the Board, the Subadviser shall provide the Adviser and the Board with reports regarding the Subadviser’s management of the Designated Allocated Portion of the Series during the most recently completed quarter, which reports: (i) shall include Subadviser’s representation that its performance of its investment management duties hereunder is in compliance with the Designated Series’ investment objectives and practices, the Act and applicable rules and regulations under the Act, and applicable guidelines provided to the Subadviser by the Adviser, and the diversification and minimum “good income” requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and (ii) otherwise shall be in such form as may be reasonably required mutually agreed upon by the Subadviser and the Adviser. B. Each of the Adviser and the Subadviser shall provide the other party with a list, to the best of the Adviser’s or the Subadviser’s respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or the Subadviser, as the case may be, and each of the Adviser and Subadviser agrees promptly to update and deliver such list whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. The Subadviser shall also provide the Adviser with any information reasonably requested by the Adviser regarding its management of the Designated Allocated Portion of the Series required for any shareholder report, amended Registration Statement, or Prospectus prospectus supplement to be filed by the Trust with the SEC. D. The Subadviser Adviser shall promptly furnish the Subadviser with copies of the Trust prospectus, statement of additional information, shareholder reports, Certificate of Trust, Agreement and Declaration of Trust, Bylaws, Advisory Agreement, Compliance Policies and Procedures of the Trust, and any amendments thereto. The Subadviser will be provided the opportunity to review and approve any description of the Subadviser set forth in the Trust prospectus, statement of additional information and shareholder reports which will be clearly marked to indicate that they are documents of the Trust and/or the Series rather than of the Subadviser. If the Subadviser ceases to furnish services to the Trust, the Trust at its expense shall, as promptly as practicable, shall take all necessary action to cause the Trust prospectus, statement of additional information and shareholder reports to be amended to accomplish a change of name to eliminate any reference to the Subadviser, and within 60 days after such date, shall cease to use in any other manner, including use in any sales literature or promotional material, the Subadviser’s name (except as necessary or reasonably desirable to identify historical service providers). E. To the extent permissible under applicable law, the Adviser agrees to notify the Adviser and the Trust Subadviser, as soon as is reasonably practicable, in the event that any of the Securities and Exchange Commission or other governmental or regulatory authority has inquired about the Subadviser or the Subadviser’s employees services to the Trust or contractors raise any issues concerning any actual or potential material violation of any law, regulation or internal policy of the Subadviser, in each case actually or potentially affecting the Designated Series.

Information and Reports. A. The Subadviser shall keep the Trust and the Adviser informed of developments relating to its duties as Subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Designated Series. In this regard, the Subadviser shall provide the Trust, the Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Trust and the Adviser may from time to time reasonably request. In addition, prior to each meeting of the Board, the Subadviser shall provide the Adviser and the Board with reports regarding the Subadviser’s management of the Designated Allocated Portion of the Series during the most recently completed quarter, which reports: (i) shall include Subadviser’s representation that its performance of its investment management duties hereunder is in compliance with the Designated Series’ investment objectives and practices, the Act and applicable rules and regulations under the Act, and the diversification and minimum “good income” requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and (ii) otherwise shall be in such form as may be reasonably required mutually agreed upon by the Subadviser and the Adviser. B. Each of the Adviser and the Subadviser shall provide the other party with a list, to the best of the Adviser’s or the Subadviser’s respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or the Subadviser, as the case may be, and each of the Adviser and Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. The Subadviser shall also provide the Adviser with any information reasonably requested by the Adviser regarding its management of the Designated Allocated Portion of the Series required for any shareholder report, amended Registration Statement, or Prospectus prospectus supplement to be filed by the Trust with the SEC. D. The . On an annual basis and upon request, the Subadviser shall promptly notify will provide such information as is reasonably requested by the Adviser and Trust's officers to determine the Trust in the event that any financial solvency of the Subadviser’s employees or contractors raise . At the time of providing such information, the Subadviser shall describe any issues concerning any actual or potential material violation adverse change in its financial condition since the date of any law, regulation or internal policy of the Subadviser, in each case actually or potentially affecting the Designated Seriesits latest such report.

Information and Reports. A. The Subadviser shall Sub-Adviser will keep the Trust and the Adviser informed of developments relating to its duties as Subadviser Sub-Adviser of which the Subadviser Sub-Adviser has, or should have, knowledge that would materially affect the Designated SeriesFund or the Trust. In this regard, the Subadviser shall Sub-Adviser will provide the Trust, the Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser Sub-Adviser has assumed under this Agreement as the Trust and the Adviser may from time to time reasonably request. In addition, prior to each meeting of the BoardTrustees, the Subadviser shall Administrator will provide the Sub Adviser, Adviser and the Board Trustees with reports regarding the Subadviser’s Sub-Adviser's management of the Designated Series Fund during the most recently completed quarter, which reports: (i) shall will include Subadviser’s Sub-Adviser's representation that its performance of its investment management duties hereunder is in compliance with the Designated Series’ Fund's investment objectives and practices, the Act and applicable rules and regulations under the Act, and the diversification and minimum “"good income” " requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and (ii) otherwise shall will be in such form as may be reasonably required mutually agreed upon by the Sub-Adviser and the Adviser. B. Each of the Adviser and the Subadviser shall Sub-Adviser will provide the other party with a list, to the best of the Adviser’s 's or the Subadviser’s Sub-Adviser's respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or the SubadviserSub-Adviser, as the case may be, and each of the Adviser and Subadviser Sub-Adviser agrees promptly to update such list whenever the Adviser or the Subadviser Sub-Adviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. The Subadviser shall Sub-Adviser will also provide the Adviser with any information reasonably requested by the Adviser regarding its management of the Designated Series Fund required for any shareholder report, amended Registration Statementregistration statement, or Prospectus or Statement of Additional Information supplement to be filed by the Trust with the SEC. D. The Subadviser shall promptly notify the Adviser and the Trust in the event that any of the Subadviser’s employees or contractors raise any issues concerning any actual or potential material violation of any law, regulation or internal policy of the Subadviser, in each case actually or potentially affecting the Designated Series.

Information and Reports. A. The Subadviser shall keep the Trust Fund and the Adviser informed of developments relating to its duties as Subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Designated Series. In this regard, the Subadviser shall provide the TrustFund, the Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Trust Fund and the Adviser may from time to time reasonably request. In addition, prior to each meeting of the BoardTrustees, the Subadviser shall provide the Adviser and the Board Trustees with reports regarding the Subadviser’s management of the Designated Series during the most recently completed quarter, which reports: (i) shall include Subadviser’s representation that its performance of its investment management duties hereunder is in compliance with the Designated Series’ Fund’s investment objectives and practices, the Act and applicable rules and regulations under the Act, and the diversification and minimum “good income” requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and (ii) otherwise shall be in such form as may be reasonably required mutually agreed upon by the Subadviser and the Adviser. B. Each of the Adviser and the Subadviser shall provide the other party with a list, to the best of the Adviser’s or the Subadviser’s respective knowledge, of each affiliated person (and any “affiliated person” (as such person is defined in Section 2(a)(3) of the ▇▇▇▇ ▇▇▇) of such an affiliated person) of the Adviser or the Subadviser, as the case may be, and each of the Adviser and Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. The Subadviser shall also provide the Adviser with any information reasonably requested by the Adviser regarding its management of the Designated Series required for any shareholder report, amended Registration Statementregistration statement, or Prospectus supplement to be filed by the Trust Fund with the SEC. D. The Subadviser shall promptly notify the Adviser and the Trust in the event that any of the Subadviser’s employees or contractors raise any issues concerning any actual or potential material violation of any law, regulation or internal policy of the Subadviser, in each case actually or potentially affecting the Designated Series.

Information and Reports. A. (a) The Subadviser shall Adviser will keep the Trust and the Adviser informed of developments relating to its duties as Subadviser investment adviser of which the Subadviser Adviser has, or should have, knowledge that would materially affect the Designated SeriesFunds. In this regard, the Subadviser shall Adviser will provide the Trust, the Adviser Trust and their respective its officers with such periodic reports concerning the obligations the Subadviser Adviser has assumed under this Agreement as the Trust and the Adviser may from time to time reasonably request. In additionAdditionally, upon the request of the Board, prior to each meeting of Board meeting, the Adviser will provide the Board, the or cause any Subadviser shall to provide the Adviser and the Board Board, with reports regarding the Subadviser’s management of the Designated Series Funds during the most recently completed quarter, which reports: (i) shall include Subadviser’s representation including certifications that its performance of its investment management duties hereunder each Fund is in compliance with the Designated Series’ its respective investment objectives objective(s) and practices, the 1940 Act and applicable rules and regulations under the Actthereunder, and the diversification and minimum “good income” requirements of Subchapter M under of the Internal Revenue Code of 1986Code, as amendedif applicable, and (ii) otherwise shall be other information in such form as may be reasonably required mutually agreed upon by the Adviser. B. Each of the Adviser and the Subadviser shall provide Trust. The Adviser also will certify quarterly to the other party Trust that it and its Advisory Persons (as defined in Rule 17j-1) have complied materially with the requirements of Rule 17j-1 during the previous quarter or, if not, explain what the Adviser has done to seek to ensure such compliance in the future. Annually, the Adviser will furnish a listwritten report, which complies with the requirements of Rule 17j-1 and Rule 38a-1, concerning the Adviser’s Code of Ethics and compliance program, respectively, to the best Trust. Upon written request of the Adviser’s or the Subadviser’s respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) Fund with respect to violations of the Code of Ethics directly affecting any Fund, the Adviser or the Subadviser, as the case may be, and each will permit representatives of the Adviser and Subadviser agrees promptly Trust to update such list whenever examine reports (or summaries of the Adviser or reports) required to be made by Rule 17j-1(d)(1) relating to enforcement of the Subadviser becomes aware Code of any changes that should be added to or deleted from the list of affiliated personsEthics. C. (b) The Subadviser shall also Adviser will provide the Adviser Trust with any information reasonably requested by the Adviser regarding its management of the Designated Series Funds required for any shareholder report, amended Registration Statementregistration statement, or Prospectus prospectus supplement to be filed by the Trust with the SEC. D. . The Subadviser shall Adviser will promptly notify the Adviser and inform the Trust if any information in a Fund’s Prospectus or Statement of Additional Information, as amended from time to time (“SAI”), to the event that any of the SubadviserAdviser’s employees knowledge is (or contractors raise any issues concerning any actual will become) inaccurate or potential material violation of any law, regulation or internal policy of the Subadviser, in each case actually or potentially affecting the Designated Seriesincomplete.

Information and Reports. A. The Subadviser shall keep the Trust Fund and the Adviser informed of developments relating to its duties as Subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Designated Series. In this regard, the Subadviser shall provide the TrustFund, the Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Trust Fund and the Adviser may from time to time reasonably request. In addition, prior to each meeting of the BoardTrustees, the Subadviser shall provide the Adviser and the Board Trustees with reports regarding the Subadviser’s management of the Designated Series during the most recently completed quarter, quarter which reports: (i) shall include Subadviser’s representation that its performance of its investment management duties hereunder is in compliance with the Designated Series’ Fund’s investment objectives and practices, the Act and applicable rules and regulations under the Act, and the diversification and minimum “good income” requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and (ii) otherwise shall be in such form as may be reasonably required mutually agreed upon by the Subadviser and the Adviser. B. Each of the Adviser and the Subadviser shall provide the other party with a list, to the best of the Adviser’s or the Subadviser’s respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or the Subadviser, as the case may be, and each of the Adviser and Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. The Subadviser shall also provide the Adviser with any information reasonably requested by the Adviser regarding its management of the Designated Series required for any shareholder report, amended Registration Statementregistration statement, or Prospectus supplement to be filed by the Trust Fund with the SEC. D. The Subadviser shall promptly notify the Adviser and the Trust in the event that any of the Subadviser’s employees or contractors raise any issues concerning any actual or potential material violation of any law, regulation or internal policy of the Subadviser, in each case actually or potentially affecting the Designated Series.

Information and Reports. A. (a) The Subadviser shall keep the Trust and the Adviser TIA informed of developments relating to its duties as Subadviser subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Designated SeriesPortfolio. In this regard, the Subadviser shall provide the Trust, the Adviser TIA, and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Trust and the Adviser TIA may from time to time reasonably request. In addition, prior to each meeting of the BoardAdditionally, the Subadviser shall shall, at least quarterly, provide the Adviser TIA and the Board with reports regarding a written certification that the Subadviser’s management of the Designated Series during the most recently completed quarter, which reports: (i) shall include Subadviser’s representation that its performance of its investment management duties hereunder Portfolio is in compliance with the Designated Series’ Portfolio's investment objectives and practices, the 1940 Act and applicable rules and regulations under the 1940 Act, and the diversification and minimum “good income” requirements of Subchapter M and Section 817(h) under the Internal Revenue Code. The Subadviser also shall certify quarterly to the Trust and TIA that it and its "advisory persons" (as defined in Rule 17j-1) have complied materially with the requirements of Rule 17j-1 during the previous quarter or, if not, explain what the Subadviser has done to seek to ensure such compliance in the future. Annually, the Subadviser shall furnish a written report, which complies with the requirements of Rule 17j-1, concerning the Subadviser's Code of 1986, as amended, Ethics to the Trust and (ii) otherwise shall be in such form as may be reasonably required by the AdviserTIA. B. (b) Each of the Adviser TIA and the Subadviser shall will provide the other party with a list, to the best of the Adviser’s TIA's or the Subadviser’s 's respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser TIA or the Subadviser, as the case may be, and each of TIA and the Adviser and Subadviser agrees promptly to update such list whenever the Adviser TIA or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. (c) Prior to each Board meeting, the Subadviser will provide TIA and the Board with reports regarding the Subadviser's management of the Portfolio during the most recently completed quarter, to include written certifications that the Portfolio is in compliance with the Portfolio's investment objectives and practices, the 1940 Act and applicable rules and regulations under the 1940 Act, and the requirements of Subchapter M and the diversification requirements of Section 817(h) under the Code, and otherwise in such form as may be mutually agreed upon by the Subadviser and TIA. The Subadviser shall will also provide the Adviser TIA with any information reasonably requested by the Adviser regarding its management of the Designated Series Portfolio required for any meeting of the Board, or for any shareholder report, amended Registration Statementregistration statement, or Prospectus prospectus supplement to be filed by the Trust with the SEC. D. The Subadviser shall promptly notify the Adviser and the Trust in the event that any of the Subadviser’s employees or contractors raise any issues concerning any actual or potential material violation of any law, regulation or internal policy of the Subadviser, in each case actually or potentially affecting the Designated Series.

Information and Reports. A. (a) The Subadviser shall will keep the Trust Fund and the Adviser informed of developments relating to its duties as Subadviser subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Designated SeriesFund. In this regard, the Subadviser shall will provide the TrustFund, the Adviser Adviser, and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Trust Fund and the Adviser may from time to time reasonably request. In additionAdditionally, prior to each meeting of the BoardBoard meeting, the Subadviser shall will provide the Adviser and the Board with reports regarding the Subadviser’s management of the Designated Series Fund during the most recently completed quarter, which reports: (i) shall to include Subadviser’s representation written certifications that its performance of its investment management duties hereunder the Fund is in compliance with the Designated Series’ Fund’s investment objectives and practices, the 1940 Act and applicable rules and regulations under the 1940 Act, and the diversification and minimum “good income” requirements of Subchapter M under of the Internal Revenue Code of 1986, as amendedCode, and (ii) otherwise shall be in such form as may be reasonably required mutually agreed upon by the Subadviser and the Adviser. The Subadviser also will certify quarterly to the Fund and the Adviser that it and its “Advisory Persons” (as defined in Rule 17j-1) have complied materially with the requirements of Rule 17j-1 during the previous quarter or, if not, explain what the Subadviser has done to seek to ensure such compliance in the future. Annually, the Subadviser will furnish a written report, which complies with the requirements of Rule 17j-1, concerning the Subadviser’s Code of Ethics to the Fund and the Adviser. Upon written request of the Fund or the Adviser with respect to violations of the Code of Ethics directly affecting the Fund, the Subadviser will permit representatives of the Fund or the Adviser to examine reports (or summaries of the reports) required to be made by Rule 17j-1(d)(1) relating to enforcement of the Code of Ethics. B. Each of (b) The Subadviser agrees to assist the Adviser and the Fund in complying with the Fund’s obligations under Rule 38a-1 under the 1940 Act, including but not limited to: (i) periodically providing the Fund with information about the Subadviser’s compliance program adopted pursuant to Rule 206(4)-7 under the Advisers Act (“Subadviser’s Compliance Program”); (ii) reporting any material deficiencies in the Subadviser’s Compliance Program to the Fund within a reasonable time; and (iii) reporting any material changes to the Subadviser’s Compliance Program to the Fund within a reasonable time. The Subadviser shall provide understands that the other party with Board of Directors of the Fund is required to approve the Subadviser’s Compliance Program on at least an annual basis, and acknowledges that this Agreement is conditioned upon the Board of Directors’ approval of the Subadviser’s Compliance Program. (c) Attached hereto as Appendix A is a list, to the best of the Adviser’s or the Subadviser’s respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or the Subadviser, as the case may be, and each . Each of the Adviser and the Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. (d) The Subadviser shall also will provide the Adviser with any information reasonably requested by the Adviser regarding its management of the Designated Series Fund required for any shareholder report, amended Registration Statementregistration statement, or Prospectus prospectus supplement to be filed by the Trust Fund with the SEC. D. . The Subadviser shall will promptly notify inform the Fund and the Adviser and the Trust if any information in the event that any of the Subadviser’s employees Prospectus or contractors raise any issues concerning any actual SAI is (or potential material violation of any law, regulation will become) inaccurate or internal policy of the Subadviser, in each case actually or potentially affecting the Designated Seriesincomplete.

Information and Reports. A. (a) The Subadviser shall will keep the Trust Fund and the Adviser informed of developments relating to its duties as Subadviser subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Designated SeriesFund. In this regard, the Subadviser shall will provide the TrustFund, the Adviser Adviser, and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Trust Fund and the Adviser may from time to time reasonably request. In additionAdditionally, prior to each meeting of the BoardBoard meeting, the Subadviser shall will provide the Adviser and the Board with reports regarding the Subadviser’s management of the Designated Series Fund during the most recently completed quarter, which reports: (i) shall to include Subadviser’s representation written certifications that its performance of its investment management duties hereunder the Fund is in compliance with the Designated Series’ Fund’s investment objectives and practices, the 1940 Act and applicable rules and regulations under the 1940 Act, and the diversification and minimum “good income” requirements of Subchapter M under of the Internal Revenue Code of 1986, as amendedCode, and (ii) otherwise shall be in such form as may be reasonably required mutually agreed upon by the Subadviser and the Adviser. The Subadviser also will certify quarterly to the Fund and the Adviser that it and its “Advisory Persons” (as defined in Rule 17j-1) have complied materially with the requirements of Rule 17j-1 during the previous quarter or, if not, explain what the Subadviser has done to seek to ensure such compliance in the future. Annually, the Subadviser will furnish a written report, which complies with the requirements of Rule 17j-1, concerning the Subadviser’s Code of Ethics to the Fund and the Adviser. Upon written request of the Fund or the Adviser with respect to violations of the Code of Ethics directly affecting the Fund, the Subadviser will permit representatives of the Fund or the Adviser to examine reports (or summaries of the reports) required to be made by Rule 17j-1(d)(1) relating to enforcement of the Code of Ethics. B. Each of the Adviser and the Subadviser shall provide the other party with (b) Attached hereto as Annex A is a list, to the best of the Adviser’s or the Subadviser’s respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or the Subadviser, as the case may be, and each . Each of the Adviser and the Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. (c) The Subadviser shall also will provide the Adviser with any information reasonably requested by the Adviser regarding its management of the Designated Series Fund required for any shareholder report, amended Registration Statementregistration statement, or Prospectus prospectus supplement to be filed by the Trust Fund with the SEC. D. . The Subadviser shall will promptly notify inform the Fund and the Adviser and the Trust if any information in the event that any of the Subadviser’s employees Prospectus or contractors raise any issues concerning any actual SAI is (or potential material violation of any law, regulation will become) inaccurate or internal policy of the Subadviser, in each case actually or potentially affecting the Designated Seriesincomplete.

Information and Reports. A. The Subadviser shall keep the Trust and the Adviser informed of developments relating to its duties as Subadviser of which the Subadviser has, or should have, has knowledge that would materially affect the Designated Series. In this regard, the Subadviser shall provide the Trust, the Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Trust and the Adviser may from time to time reasonably request. In addition, prior to each meeting of the BoardBoard and upon the Trust and/or the Adviser’s request, the Subadviser shall provide the Adviser and the Board with reports regarding the Subadviser’s management of the Designated Allocated Portion of the Series during the most recently completed quarter, which reports: (i) shall include Subadviser’s representation that its performance of its investment management duties hereunder is in compliance with the Designated Series’ investment objectives and practicespractices as communicated to the Subadviser, the Act and applicable rules and regulations under the Act, and the diversification and minimum “good income” requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and (ii) otherwise shall be in such form as may be reasonably required mutually agreed upon by the Subadviser and the Adviser. B. Each of the Adviser and the Subadviser shall provide the other party with a list, to the best of the Adviser’s or the Subadviser’s respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or the Subadviser, as the case may be, and each of the Adviser and Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. The Subadviser shall also provide the Adviser with any information reasonably requested by the Adviser regarding its management of the Designated Allocated Portion of the Series required for any shareholder report, amended Registration Statement, or Prospectus prospectus supplement to be filed by the Trust with the SEC. D. The Subadviser shall promptly notify the Adviser and the Trust in the event that any of the Subadviser’s employees or contractors raise any issues concerning any actual or potential material violation of any law, regulation or internal policy of the Subadviser, in each case actually or potentially affecting the Designated Series.

Information and Reports. A. (a) The Subadviser shall keep the Trust and the Adviser TAMIC informed of developments relating to its duties as Subadviser subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Designated SeriesPortfolio. In this regard, the Subadviser shall provide the Trust, the Adviser TAMIC, and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Trust and the Adviser TAMIC may from time to time reasonably request. In additionAdditionally, prior to each meeting of the BoardBoard meeting, the Subadviser shall will provide the Adviser TAMIC and the Board with reports regarding the Subadviser’s 's management of the Designated Series Portfolio during the most recently completed quarter, which reports: (i) shall to include Subadviser’s representation written certifications that its performance of its investment management duties hereunder the Portfolio is in compliance with the Designated Series’ Portfolio's investment objectives and practices, the 1940 Act and applicable rules and regulations under the 1940 Act, and the diversification and minimum “good income” requirements of Subchapter M and the diversification requirements of Section 817(h) under the Internal Revenue Code of 1986, as amendedCode, and (ii) otherwise shall be in such form as may be reasonably required mutually agreed upon by the AdviserSubadviser and TAMIC. The Subadviser also shall certify quarterly to the Trust and TAMIC that it and its "advisory persons" (as defined in Rule 17j-1) have complied materially with the requirements of Rule 17j-1 during the previous quarter or, if not, explain what the Subadviser has done to seek to ensure such compliance in the future. Annually, the Subadviser shall furnish a written report, which complies with the requirements of Rule 17j-1, concerning the Subadviser's Code of Ethics to the Trust and TAMIC. Upon written request of the Trust or TAMIC with respect to violations of the Code of Ethics directly affecting the Portfolio, the Subadviser shall permit representatives of the Trust or TAMIC to examine reports (or summaries of the reports) required to be made by Rule 17j-1(d)(1) relating to enforcement of the Code of Ethics. B. (b) Each of the Adviser TAMIC and the Subadviser shall will provide the other party with a list, to the best of the Adviser’s TAMIC's or the Subadviser’s 's respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser TAMIC or the Subadviser, as the case may be, and each of TAMIC and the Adviser and Subadviser agrees promptly to update such list whenever the Adviser TAMIC or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. (c) The Subadviser shall will also provide the Adviser TAMIC with any information reasonably requested by the Adviser regarding its management of the Designated Series Portfolio required for any shareholder report, amended Registration Statementregistration statement, or Prospectus prospectus supplement to be filed by the Trust with the SEC. D. . The Subadviser shall promptly notify the Adviser and inform the Trust and TAMIC if any information furnished by the Subadviser to TAMIC for inclusion in the event that any Prospectus or SAI is (or will become) inaccurate or incomplete, or if the Portfolio no longer is compliant with Section 817(h) of the Subadviser’s employees Code or contractors raise any issues concerning any actual or potential material violation of any lawTreasury Regulation Section 1.817-5, regulation or internal policy of the Subadviser, in each case actually or potentially affecting the Designated Seriesif applicable.

Information and Reports. A. The Subadviser shall keep the Trust Fund and the Adviser informed of developments relating to its duties as Subadviser subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Designated Series. In this regard, the Subadviser shall provide the TrustFund, the Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Trust Fund and the Adviser may from time to time reasonably request. In addition, prior to each meeting of the BoardTrustees, the Subadviser shall provide the Adviser and the Board Trustees with reports regarding the Subadviser’s management of the Designated Series during the most recently completed quarter, which reports: (i) shall to include Subadviser’s representation written communication that its performance of its investment management duties hereunder the Fund is in compliance with the Designated Series’ its investment objectives and practices, the Act and applicable rules and regulations under the Act, and the diversification and minimum “good income” requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and (ii) otherwise shall be in such form as may be reasonably required mutually agreed upon by the Subadviser and the Adviser. B. Each of the Adviser and the Subadviser shall provide the other party with a list, to the best of the Adviser’s or the Subadviser’s respective knowledge, of each affiliated person (and any affiliated person of such an of affiliated person) of the Adviser or the Subadviser, as the case may be, and each of the Adviser and the Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. The Subadviser shall also provide the Adviser with any information reasonably requested by the Adviser regarding its management of the Designated Series required for any shareholder report, amended Registration Statementregistration statement, or Prospectus supplement to be filed by the Trust Fund with the SEC. D. The Subadviser shall promptly notify the Adviser and the Trust in the event that any of the Subadviser’s employees or contractors raise any issues concerning any actual or potential material violation of any law, regulation or internal policy of the Subadviser, in each case actually or potentially affecting the Designated Series.

Information and Reports. A. (a) The Subadviser shall will keep the Trust Fund and the Adviser informed of developments relating to its duties as Subadviser subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Designated SeriesFund. In this regard, the Subadviser shall will provide the TrustFund, the Adviser Adviser, and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Trust Fund and the Adviser may from time to time reasonably request. In additionAdditionally, prior to each meeting of the BoardBoard meeting, the Subadviser shall will provide the Adviser and the Board with reports regarding the Subadviser’s management of the Designated Series Fund during the most recently completed quarter, which reports: (i) shall to include Subadviser’s representation written certifications that its performance of its investment management duties hereunder the Fund is in compliance with the Designated Series’ Fund’s investment objectives and practices, the 1940 Act and applicable rules and regulations under the 1940 Act, and the diversification and minimum “good income” requirements of Subchapter M under of the Internal Revenue Code of 1986, as amendedCode, and (ii) otherwise shall be in such form as may be reasonably required mutually agreed upon by the Subadviser and the Adviser. The Subadviser also will certify quarterly to the Fund and the Adviser that it and its “Advisory Persons” (as defined in Rule 17j-1) have complied materially with the requirements of Rule 17j-1 during the previous quarter or, if not, explain what the Subadviser has done to seek to ensure such compliance in the future. Annually, the Subadviser will furnish a written report, which complies with the requirements of Rule 17j-1 and Rule 38a-1, concerning the Subadviser’s Code of Ethics and compliance program, respectively, to the Fund and the Adviser. Upon written request of the Fund or the Adviser with respect to violations of the Code of Ethics directly affecting the Fund, the Subadviser will permit representatives of the Fund or the Adviser to examine reports (or summaries of the reports) required to be made by Rule 17j-1(d)(1) relating to enforcement of the Code of Ethics. B. Each of the Adviser and the Subadviser shall provide the other party with (b) Attached hereto as Annex A is a list, to the best of the Adviser’s or the Subadviser’s respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or the Subadviser, as the case may be, and each . Each of the Adviser and the Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. (c) The Subadviser shall also will provide the Adviser with any information reasonably requested by the Adviser regarding its management of the Designated Series Fund required for any shareholder report, amended Registration Statementregistration statement, or Prospectus prospectus supplement to be filed by the Trust Fund with the SEC. D. . The Subadviser shall will promptly notify inform the Fund and the Adviser and the Trust if any information in the event that any of the Subadviser’s employees Prospectus or contractors raise any issues concerning any actual SAI is (or potential material violation of any law, regulation will become) inaccurate or internal policy of the Subadviser, in each case actually or potentially affecting the Designated Seriesincomplete.

Information and Reports. A. (a) The Subadviser shall will keep the Trust Fund and the Adviser promptly informed of developments relating to its duties as Subadviser subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Designated SeriesFund, including but not limited to any changes in the portfolio manager or managers assigned to the Fund’s account. In this regard, the Subadviser shall will provide the TrustFund, the Adviser Adviser, and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Trust Fund and the Adviser may from time to time reasonably request. In additionAdditionally, prior to each meeting of Board meeting, as the BoardAdviser shall reasonably request, the Subadviser shall will provide the Adviser and the Board with reports regarding the Subadviser’s management of the Designated Series Fund during the most recently completed quarter, which reports: (i) shall to include written certifications that the Subadviser’s representation that its performance management of its investment management duties hereunder the Fund is in compliance with the Designated Series’ Fund’s investment objectives and practices, the 1940 Act and applicable rules and regulations under the Act1940 Act and, and subject to Section 2 (v) above, will certify any action taken in response to any notifications received from the Adviser sent to ensure compliance with the diversification and minimum “good income” requirements of Subchapter M under of the Internal Revenue Code of 1986, as amendedCode, and (ii) otherwise shall be in such form as may be reasonably required mutually agreed upon by the Subadviser and the Adviser. The Subadviser also will certify quarterly to the Fund and the Adviser that it has adopted procedures reasonably necessary to prevent Access Persons from violating its Code of Ethics, and will report any material changes in its Code of Ethics. Annually, the Subadviser will furnish a written report, which complies with the requirements of Rule 17j-1 and Rule 38a-1, concerning the Subadviser’s Code of Ethics and compliance program, respectively, to the Fund and the Adviser. It shall be the sole responsibility of the Fund, Adviser, or custodian (and not of the Subadviser) to process and file any claim forms relating to any litigation by or on behalf of the Fund. B. Each of the Adviser and the Subadviser shall provide the other party with (b) Attached hereto as Appendix A is a list, to the best of the Adviser’s or the Subadviser’s respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or the Subadviser, as the case may beapplicable, and each that are (a) publicly traded companies; (b) broker-dealers or underwriters; or (c) investment advisers. Each of the Adviser and the Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any changes change that should be added made to or deleted from the list of affiliated personssuch list. C. (c) The Subadviser shall also will provide the Adviser and/or the Board with any information reasonably requested by the Adviser regarding its management of the Designated Series Fund required for any shareholder report, amended Registration Statementregistration statement, or Prospectus prospectus supplement to be filed by the Trust FDP Series, Inc. with the SEC. D. SEC or in connection with a meeting of the Board. The Subadviser shall will promptly notify inform the Fund and the Adviser and the Trust if any information in the event that any of Prospectus or SAI relating to the Subadviser’s employees Subadviser or contractors raise any issues concerning any actual its duties and obligations under this agreement is (or potential material violation of any law, regulation will become) inaccurate or internal policy of the Subadviser, in each case actually or potentially affecting the Designated Seriesincomplete.

Information and Reports. A. The Subadviser shall keep the Trust and the Adviser informed of developments relating to its duties as Subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Designated Series. In this regard, the Subadviser shall provide the Trust, the Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Trust and the Adviser may from time to time reasonably request. In addition, prior to each meeting of the Board, the Subadviser shall provide the Adviser and the Board with reports regarding the Subadviser’s management of the Designated Allocated Portion of the Series during the most recently completed quarter, which reports: (i) shall include Subadviser’s representation that its performance of its investment management duties hereunder is in compliance with the Designated Series’ investment objectives and practicespractices and, except as otherwise set forth in the investment guidelines for the Allocated Portion of the Series agreed between the Adviser and the Subadviser from time to time (the “Investment Guidelines”), the Act and applicable rules and regulations under the Act, and the diversification and minimum “good income” requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and (ii) otherwise shall be in such form as may be reasonably required mutually agreed upon by the Subadviser and the Adviser. B. Each of the Adviser and the Subadviser shall provide the other party with a list, to the best of the Adviser’s or the Subadviser’s respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or the Subadviser, as the case may be, and each of the Adviser and Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. The Subadviser shall also provide the Adviser with any information reasonably requested by the Adviser regarding its management of the Designated Allocated Portion of the Series required for any shareholder report, amended Registration Statement, or Prospectus prospectus supplement to be filed by the Trust with the SEC. D. The Subadviser shall promptly notify the Adviser and the Trust in the event that any of the Subadviser’s employees or contractors raise any issues concerning any actual or potential material violation of any law, regulation or internal policy of the Subadviser, in each case actually or potentially affecting the Designated Series.

Information and Reports. A. The Subadviser shall keep the Trust and the Adviser informed of developments relating to its duties as Subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Designated Series. In this regard, the Subadviser shall provide the Trust, the Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Trust and the Adviser may from time to time reasonably request. request including without limitation those specified in Schedule D. In addition, prior to each meeting of the Board, the Subadviser shall provide the Adviser and the Board with reports regarding the Subadviser’s management of the Designated Allocated Portion of the Series during the most recently completed quarter, which reports: (i) shall include Subadviser’s representation that its performance of its investment management duties hereunder is in compliance with the Designated Series’ investment objectives and practices, the Act and applicable rules and regulations under the Act, and the diversification and minimum “good income” requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and (ii) otherwise shall be in such form as may be reasonably required mutually agreed upon by the Subadviser and the Adviser. B. Each of the Adviser and the Subadviser shall provide the other party with a list, to the best of the Adviser’s or the Subadviser’s respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or the Subadviser, as the case may be, and each of the Adviser and Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. The Subadviser shall also provide the Adviser with any information reasonably requested by the Adviser regarding its management of the Designated Allocated Portion of the Series required for any shareholder report, amended Registration Statement, or Prospectus prospectus supplement to be filed by the Trust with the SEC. D. The Adviser and the Trust shall provide the Subadviser shall promptly notify with any documentation that it may reasonably require in order to comply with all applicable anti-money laundering laws and regulations. In addition, the Adviser and the Trust agree that the Subadviser may provide copies of such documentation to counterparties which they may reasonably require in the event that any of the Subadviser’s employees or contractors raise any issues concerning any actual or potential material violation of any law, regulation or internal policy of the Subadviser, in each case actually or potentially affecting the Designated Seriesorder to fulfill their anti-money laundering procedures.

Information and Reports. A. (a) The Subadviser shall keep the Trust and the Adviser TAMIC informed of developments relating to its duties as Subadviser subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Designated SeriesPortfolio. In this regard, the Subadviser shall provide the Trust, the Adviser TAMIC, and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Trust and the Adviser TAMIC may from time to time reasonably request. In additionAdditionally, prior to each meeting of the BoardBoard meeting, the Subadviser shall will provide the Adviser TAMIC and the Board with reports regarding the Subadviser’s 's management of the Designated Series Portfolio during the most recently completed quarter, which reports: (i) shall to include Subadviser’s representation written certifications that its performance of its investment management duties hereunder the Portfolio is in compliance with the Designated Series’ Portfolio's investment objectives and practices, the 1940 Act and applicable rules and regulations under the 1940 Act, and the diversification and minimum “good income” requirements of Subchapter M and the diversification requirements of Section 817(h) under the Internal Revenue Code of 1986, as amendedCode, and (ii) otherwise shall be in such form as may be reasonably required mutually agreed upon by the AdviserSubadviser and TAMIC. The Subadviser also shall certify quarterly to the Trust and TAMIC that it and its "advisory persons" (as defined in Rule 17j-1) have complied materially with the requirements of Rule 17j-1 during the previous quarter or, if not, explain what the Subadviser has done to seek to ensure such compliance in the future. Annually, the Subadviser shall furnish a written report, which complies with the requirements of Rule 17j-1, concerning the Subadviser's Code of Ethics to the Trust and TAMIC. Upon written request of the Trust or TAMIC with respect to violations of the Code of Ethics directly affecting the Portfolio, the Subadviser shall permit representatives of the Trust or TAMIC to examine reports (or summaries of the reports) required to be made by Rule 17j-1(d)(1) relating to enforcement of the Code of Ethics. B. (b) Each of the Adviser TAMIC and the Subadviser shall will provide the other party with a list, to the best of the Adviser’s TAMIC's or the Subadviser’s 's respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser TAMIC or the Subadviser, as the case may be, and each of TAMIC and the Adviser and Subadviser agrees promptly to update such list whenever the Adviser TAMIC or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. (c) The Subadviser shall will also provide the Adviser TAMIC with any information reasonably requested by the Adviser regarding its management of the Designated Series Portfolio required for any shareholder report, amended Registration Statementregistration statement, or Prospectus prospectus supplement to be filed by the Trust with the SEC. D. The Subadviser shall promptly notify the Adviser and the Trust in the event that any of the Subadviser’s employees or contractors raise any issues concerning any actual or potential material violation of any law, regulation or internal policy of the Subadviser, in each case actually or potentially affecting the Designated Series.

Information and Reports. A. (a) The Subadviser shall keep the Trust and the Adviser TIA informed of developments relating to its duties as Subadviser subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Designated SeriesPortfolio. In this regard, the Subadviser shall provide the Trust, the Adviser TIA, and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Trust and the Adviser TIA may from time to time reasonably request. In addition, prior to each meeting of the BoardAdditionally, the Subadviser shall shall, at least quarterly, provide the Adviser TIA and the Board with reports regarding a written certification that the Subadviser’s management of the Designated Series during the most recently completed quarter, which reports: (i) shall include Subadviser’s representation that its performance of its investment management duties hereunder Portfolio is in compliance with the Designated Series’ Portfolio's investment objectives and practices, the 1940 Act and applicable rules and regulations under the 1940 Act, and the diversification and minimum “good income” requirements of Subchapter M and the diversification requirements of Section 817(h) under the Internal Revenue Code. The Subadviser also shall certify quarterly to the Trust and TIA that it and its "advisory persons" (as defined in Rule 17j-1) have complied materially with the requirements of Rule 17j-1 during the previous quarter or, if not, explain what the Subadviser has done to seek to ensure such compliance in the future. Annually, the Subadviser shall furnish a written report, which complies with the requirements of Rule 17j-1, concerning the Subadviser's Code of 1986, as amended, Ethics to the Trust and (ii) otherwise shall be in such form as may be reasonably required by the AdviserTIA. B. (b) Each of the Adviser TIA and the Subadviser shall will provide the other party with a list, to the best of the Adviser’s TIA's or the Subadviser’s 's respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser TIA or the Subadviser, as the case may be, and each of TIA and the Adviser and Subadviser agrees promptly to update such list whenever the Adviser TIA or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. (c) Prior to each Board meeting, the Subadviser will provide TIA and the Board with reports regarding the Subadviser's management of the Portfolio during the most recently completed quarter, to include written certifications that the Portfolio is in compliance with the Portfolio's investment objectives and practices, the 1940 Act and applicable rules and regulations under the 1940 Act, and the requirements of Subchapter M and the diversification requirements of Section 817(h) under the Code, and otherwise in such form as may be mutually agreed upon by the Subadviser and TIA. The Subadviser shall will also provide the Adviser TIA with any information reasonably requested by the Adviser regarding its management of the Designated Series Portfolio required for any meeting of the Board, or for any shareholder report, amended Registration Statementregistration statement, or Prospectus prospectus supplement to be filed by the Trust with the SEC. D. The Subadviser shall promptly notify the Adviser and the Trust in the event that any of the Subadviser’s employees or contractors raise any issues concerning any actual or potential material violation of any law, regulation or internal policy of the Subadviser, in each case actually or potentially affecting the Designated Series.

Information and Reports. A. The Subadviser shall keep the Trust Fund and the Adviser informed of developments relating to its duties as Subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Designated Series. In this regard, the Subadviser shall provide the TrustFund, the Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Trust Fund and the Adviser may from time to time reasonably request. In addition, prior to each meeting of the BoardTrustees, the Subadviser shall provide the Adviser and the Board Trustees with reports regarding the Subadviser’s 's management of that discrete portion of the Designated assets of the Series managed by Subadviser during the most recently completed quarter, which reports: (i) shall to include written communication that the Subadviser’s representation that its performance 's portion of its investment management duties hereunder the Series is in compliance with the Designated Series’ its investment objectives and practicesinvestment strategies, the Act and applicable rules and regulations under the Act, and the diversification and minimum “good income” requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and (ii) otherwise shall be in such form as may be reasonably required mutually agreed upon by the Subadviser and the Adviser. B. Each of the Adviser and the Subadviser shall provide the other party with a list, to the best of the Adviser’s 's or the Subadviser’s 's respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or the Subadviser, as the case may be, and each of the Adviser and Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. The Subadviser shall also provide the Adviser with any information reasonably requested by the Adviser regarding its management of the Designated Series required for any shareholder report, amended Registration Statementregistration statement, or Prospectus supplement to be filed by the Trust Fund with the SEC. D. The Subadviser shall promptly notify the Adviser and the Trust in the event that any of the Subadviser’s employees or contractors raise any issues concerning any actual or potential material violation of any law, regulation or internal policy of the Subadviser, in each case actually or potentially affecting the Designated Series.

Information and Reports. A. The Subadviser shall Sub-Adviser will keep the Trust and the Adviser informed of developments relating to its duties as Subadviser Sub-Adviser of which the Subadviser Sub-Adviser has, or should have, knowledge that would materially affect a Fund or the Designated SeriesTrust. In this regard, the Subadviser shall Sub-Adviser will provide the Trust, the Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser Sub-Adviser has assumed under this Agreement as the Trust and the Adviser may from time to time reasonably request. In addition, prior to each meeting of the Board, the Subadviser shall Sub-Adviser will provide the Adviser and the Board with reports regarding the SubadviserSub-Adviser’s management of the Designated Series Funds during the most recently completed quarter, which reports: (i) shall will include SubadviserSub-Adviser’s representation that its performance of its investment management duties hereunder is in compliance with the Designated Series’ relevant Fund’s investment objectives and practices, the 1940 Act and applicable rules and regulations under the 1940 Act, and the diversification and minimum “good income” requirements of Subchapter M under the Internal Revenue Code of 1986, as amendedCode, and (ii) otherwise shall will be in such form as may be reasonably required mutually agreed upon by the Sub- Adviser and the Adviser. B. Each of the Adviser and the Subadviser shall Sub-Adviser will provide the other party with a list, to the best of the Adviser’s or the SubadviserSub-Adviser’s respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or the SubadviserSub-Adviser, as the case may be, and each of the Adviser and Subadviser Sub-Adviser agrees promptly to update such list whenever the Adviser or the Subadviser Sub-Adviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. The Subadviser shall Sub-Adviser will also provide the Adviser and the Board with any information reasonably requested by the Adviser or the Board regarding its the Sub-Adviser’s management of the Designated Series a Fund required for any shareholder report, amended Registration Statement, or Prospectus or SAI supplement to be filed by the Trust with the SEC. D. The Subadviser shall promptly notify Adviser has furnished or will furnish to the Sub-Adviser as soon as available copies (and any amendments thereto) of the Trust’s Certificate of Trust, Trust Instrument, and By-laws; the Registration Statement, Prospectus and SAI; the Advisory Agreement; and the Trust in the event that any of the Subadviser’s employees or contractors raise any issues concerning any actual or potential material violation of any law, regulation or internal policy of the Subadviser, in each case actually or potentially affecting the Designated SeriesFund Policies.

Information and Reports. A. The Subadviser shall keep the Trust and the Adviser informed of developments relating to its duties as Subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Designated Series. In this regard, the Subadviser shall provide the Trust, the Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Trust and the Adviser may from time to time reasonably request. In addition, prior to each meeting of the Board, the Subadviser shall provide the Adviser and the Board with reports regarding the Subadviser’s management of advisory services to the Designated Series during the most recently completed quarter, which reports: (i) shall include Subadviser’s representation that its performance of its investment management advisory duties hereunder is in compliance with the Designated Series’ investment objectives and practices, the Act and applicable rules and regulations under the Act, and the diversification and minimum “good income” requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and (ii) otherwise shall be in such form as may be reasonably required mutually agreed upon by the Subadviser and the Adviser. B. Each of the Adviser and the Subadviser shall provide the other party with a list, to the best of the Adviser’s or the Subadviser’s respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or the Subadviser, as the case may be, and each of the Adviser and Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. The Subadviser shall also provide the Adviser with any information reasonably requested by the Adviser regarding its management of advice related to the Designated Series required for any shareholder report, amended Registration Statement, or Prospectus prospectus supplement to be filed by the Trust with the SEC. D. The Subadviser shall promptly notify the Adviser and the Trust in the event that any of the Subadviser’s employees or contractors raise any issues concerning any actual or potential material violation of any law, regulation or internal policy of the Subadviser, in each case actually or potentially affecting the Designated Series.

Information and Reports. A. (a) The Subadviser shall keep the Trust and the Adviser TAMIC informed of developments relating to its duties as Subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Designated SeriesPortfolio. In this regard, the Subadviser shall provide the Trust, the Adviser TAMIC, and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Trust and the Adviser TAMIC may from time to time reasonably request. In additionAdditionally, prior to each meeting of the BoardBoard meeting, the Subadviser shall will provide the Adviser TAMIC and the Board with reports regarding the Subadviser’s management of the Designated Series 's asset allocation decisions during the most recently completed quarter, quarter which reports: (i) shall will include Subadviser’s representation a written certification that its performance of its investment management duties hereunder is recommendations for the Portfolio are in compliance with the Designated Series’ Portfolio's investment objectives and practicesinvestment strategies. The Subadviser also shall certify quarterly to the Trust and TAMIC that it and its "advisory persons" (as defined in Rule 17j-1) have complied materially with the requirements of Rule 17j-1 during the previous quarter or, if not, explain what the Subadviser has done to seek to ensure such compliance in the future. Annually, the Act and applicable rules and regulations under Subadviser shall furnish a written report, which complies with the Act, and the diversification and minimum “good income” requirements of Subchapter M under Rule 17j-1, concerning the Internal Revenue Subadviser's Code of 1986Ethics to the Trust and TAMIC. Upon written request of the Trust or TAMIC with respect to violations of the Code of Ethics directly affecting the Portfolio, as amended, and the Subadviser shall permit representatives of the Trust or TAMIC to examine reports (iior summaries of the reports) otherwise shall required to be in such form as may be reasonably required made by Rule 17j-1 (d)(1) relating to enforcement of the AdviserCode of Ethics. B. (b) Each of the Adviser TAMIC and the Subadviser shall will provide the other party with a list, to the best of the Adviser’s TAMIC's or the Subadviser’s 's respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser TAMIC or the Subadviser, as the case may be, and each of TAMIC and the Adviser and Subadviser agrees promptly to update such list whenever the Adviser TAMIC or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. (c) The Subadviser shall will also provide the Adviser TAMIC with any information reasonably requested by the Adviser regarding its management of the Designated Series required for any shareholder report, amended Registration Statementregistration statement, or Prospectus prospectus supplement to be filed by the Trust with the SEC. D. . The Subadviser shall promptly notify the Adviser and inform the Trust and TAMIC if any information in the event that any of the Subadviser’s employees Prospectus or contractors raise any issues concerning any actual SAI is (or potential material violation of any law, regulation will become) inaccurate or internal policy of the Subadviser, in each case actually or potentially affecting the Designated Seriesincomplete.

Information and Reports. A. The Subadviser shall keep the Trust and the Adviser informed of developments relating to its duties as Subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Designated Series. In this regard, the Subadviser shall provide the Trust, the Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Trust and the Adviser may from time to time reasonably request. In addition, prior to each meeting of the Board, the Subadviser shall provide the Adviser and the Board with reports regarding the Subadviser’s overlay management and management of the Designated Allocated Portion of the Series during the most recently completed quarter, which reports: (i) shall include Subadviser’s representation that its performance of its investment management duties hereunder is in compliance with the Designated Series’ investment objectives and practices, the Act and applicable rules and regulations under the Act, and the diversification and minimum “good income” requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and (ii) otherwise shall be in such form as may be reasonably required by the Adviser. B. Each of the Adviser and the Subadviser shall provide the other party with a list, to the best of the Adviser’s or the Subadviser’s respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or the Subadviser, as the case may be, and each of the Adviser and Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. The Subadviser shall also provide the Adviser with any information reasonably requested by the Adviser regarding its overlay management and/or management of the Designated Allocated Portion of the Series required for any shareholder report, amended Registration Statement, or Prospectus supplement to be filed by the Trust with the SEC. D. The Subadviser shall promptly notify the Adviser and the Trust in the event that any of the Subadviser’s employees or contractors raise any issues concerning any actual or potential material violation of any law, regulation or internal policy of the Subadviser, in each case actually or potentially affecting the Designated Series.

Information and Reports. A. (a) The Subadviser shall will keep the Trust Fund and the Adviser informed of developments relating to its duties as Subadviser subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Designated SeriesFund. In this regard, the Subadviser shall will provide the TrustFund, the Adviser Adviser, and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Trust Fund and the Adviser may from time to time reasonably request. In additionAdditionally, prior to each meeting of the BoardBoard meeting, the Subadviser shall will provide the Adviser and the Board with reports regarding the Subadviser’s management of the Designated Series Fund during the most recently completed quarter, which reports: (i) shall to include Subadviser’s representation written certifications that its performance of its investment management duties hereunder the Fund is in compliance with the Designated Series’ Fund’s investment objectives and practices, the 1940 Act and applicable rules and regulations under the Actthereunder, and the diversification and minimum “good income” requirements of Subchapter M under of the Internal Revenue Code of 1986, as amendedCode, and (ii) otherwise shall be in such form as may be reasonably required mutually agreed upon by the Subadviser and the Adviser. The Subadviser also will certify quarterly to the Fund and the Adviser that it and its “Advisory Persons” (as defined in Rule 17j-1) have complied materially with the requirements of Rule 17j-1 during the previous quarter or, if not, explain what the Subadviser has done to seek to ensure such compliance in the future. Annually, the Subadviser will furnish a written report, which complies with the requirements of Rule 17j-1 and Rule 38a-1, concerning the Subadviser’s Code of Ethics and compliance program, respectively, to the Fund and the Adviser. Upon written request of the Fund or the Adviser with respect to violations of the Code of Ethics directly affecting the Fund, the Subadviser will permit representatives of the Fund or the Adviser to examine reports (or summaries of the reports) required to be made by Rule 17j-1(d)(1) relating to enforcement of the Code of Ethics. B. Each of the Adviser and the Subadviser shall provide the other party with (b) Attached hereto as Annex A is a list, to the best of the Adviser’s or the Subadviser’s respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or the Subadviser, as the case may be, and each . Each of the Adviser and the Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from the such list of affiliated persons. C. (c) The Subadviser shall also will provide the Adviser with any information reasonably requested by the Adviser regarding its management of the Designated Series Fund required for any shareholder report, amended Registration Statementregistration statement, or Prospectus prospectus supplement to be filed by the Trust Fund with the SEC. D. . The Subadviser shall will promptly notify inform the Fund and the Adviser and the Trust if any information in the event that any Prospectus or Statement of the Subadviser’s employees Additional Information, as amended from time to time (“SAI”) is (or contractors raise any issues concerning any actual will become) inaccurate or potential material violation of any law, regulation or internal policy of the Subadviser, in each case actually or potentially affecting the Designated Seriesincomplete.

Information and Reports. A. (a) The Subadviser shall Adviser will keep the Trust and the Adviser Fund informed of developments relating to its duties as Subadviser investment adviser of which the Subadviser Adviser has, or should have, knowledge that would materially affect the Designated SeriesFund. In this regard, the Subadviser shall Adviser will provide the Trust, Portfolio and/or the Adviser Fund and their respective officers with such periodic reports concerning the obligations the Subadviser Adviser has assumed under this Agreement as the Trust and Portfolio and/or the Adviser Fund may from time to time reasonably request. In additionAdditionally, upon the request of the Trust’s Board of Trustees or the Fund’s Board of Directors, prior to each meeting of the Boardboard meeting, the Adviser will provide such board, or cause any Subadviser shall to provide the Adviser and the Board such board, with reports regarding the Subadviser’s management of the Designated Series Fund during the most recently completed quarter, which reports: (i) shall include Subadviser’s representation including certifications that its performance of its investment management duties hereunder the Fund is in compliance with the Designated Series’ Portfolio’s investment objectives objective and practices, the 1940 Act and applicable rules and regulations under the Actthereunder, and the diversification and minimum “good income” requirements of Subchapter M under of the Internal Revenue Code of 1986Code, as amendedif applicable, and (ii) otherwise shall be other information in such form as may be reasonably required mutually agreed upon by the Adviser. B. Each of the Adviser and the Subadviser shall provide Fund. The Adviser also will certify quarterly to the other party Trust that it and its Advisory Persons (as defined in Rule 17j-1) have complied materially with the requirements of Rule 17j-1 during the previous quarter or, if not, explain what the Adviser has done to seek to ensure such compliance in the future. Annually, the Adviser will furnish a listwritten report, which complies with the requirements of Rule 17j-1 and Rule 38a-1, concerning the Adviser’s Code of Ethics and compliance program, respectively, to the best Trust. Upon written request of the Adviser’s or the Subadviser’s respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) Fund with respect to violations of the Code of Ethics directly affecting the Portfolio and/or the Fund, the Adviser or the Subadviser, as the case may be, and each will permit representatives of the Adviser and Subadviser agrees promptly Trust to update such list whenever examine reports (or summaries of the Adviser or reports) required to be made by Rule 17j-1(d)(1) relating to enforcement of the Subadviser becomes aware Code of any changes that should be added to or deleted from the list of affiliated personsEthics. C. (b) The Subadviser shall also Adviser will provide the Adviser Fund with any information reasonably requested by the Adviser regarding its management of the Designated Series Fund required for any shareholder report, amended Registration Statementregistration statement, or Prospectus prospectus supplement to be filed by the Trust Portfolio with the SEC. D. . The Subadviser shall Adviser will promptly notify inform the Adviser and the Trust Fund if any information in the event that any Portfolio’s Prospectus or Statement of Additional Information, as amended from time to time (“SAI”), to the SubadviserAdviser’s employees knowledge is (or contractors raise any issues concerning any actual will become) inaccurate or potential material violation of any law, regulation or internal policy of the Subadviser, in each case actually or potentially affecting the Designated Seriesincomplete.

Information and Reports. A. The Subadviser shall keep the Trust Fund and the Adviser informed of developments relating to its duties as Subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Designated Fund and/or the Series. In this regard, the Subadviser shall provide the TrustFund, the Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Trust Fund and the Adviser may from time to time reasonably request. In addition, prior to each meeting of the BoardBoard of Trustees of the Trust (the “Trustees”), the Subadviser shall provide the Adviser and the Board Trustees with reports regarding the Subadviser’s management of the Designated Series Allocated Portion of the Fund during the most recently completed quarter, which reports: (i) shall include Subadviser’s representation that its performance of its investment management duties hereunder is in compliance with the Designated Series’ Fund’s investment objectives and practices, and to the Act and extent applicable the Act, applicable rules and regulations under the Act, and the diversification and minimum “good income” requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and (ii) otherwise shall be in such form as may be reasonably required mutually agreed upon by the Subadviser and the Adviser. B. Each of the Adviser and the Subadviser shall provide the other party with a list, to the best of the Adviser’s or the Subadviser’s respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or the Subadviser, as the case may be, and each of the Adviser and Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. The Subadviser shall also provide the Adviser with any information reasonably requested by the Adviser regarding its management of the Designated Series Allocated Portion of the Fund required for any shareholder report, amended Registration Statement, or Prospectus prospectus supplement to be filed by the Trust with the SEC. D. The . On an annual basis and upon request, the Subadviser shall promptly notify will provide such information as is reasonably requested by the Adviser and Trust's officers to determine the Trust in the event that any financial solvency of the Subadviser’s employees or contractors raise . At the time of providing such information, the Subadviser shall describe any issues concerning any actual or potential material violation adverse change in its financial condition since the date of any law, regulation or internal policy of the Subadviser, in each case actually or potentially affecting the Designated Seriesits latest such report.

Information and Reports. A. The Subadviser shall keep the Trust and the Adviser informed of developments relating to its duties as Subadviser of which the Subadviser has, or should have, has knowledge that would materially affect the Designated Series. In this regard, the Subadviser shall provide the Trust, the Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Trust and the Adviser may from time to time reasonably request. In addition, prior to each meeting of the Board, the Subadviser shall provide the Adviser and the Board with reports regarding the Subadviser’s management of the Designated Allocated Portion of the Series during the most recently completed quarter, which reports: (i) shall include Subadviser’s representation that that, except as otherwise set forth in the investment guidelines for the Allocated Portion of the Series (the “Investment Guidelines”), its performance of its investment management duties hereunder is in compliance with the Designated Series’ investment objectives and practices, the Act and applicable rules and regulations under the Act, and the diversification and minimum “good income” requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and in all material respects with the Series’ investment objectives and practices, and (ii) otherwise shall be in such form as may be reasonably required mutually agreed upon by the Subadviser and the Adviser. B. Each of the Adviser and the Subadviser shall provide the other party with a list, to the best of the Adviser’s or the Subadviser’s respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or the Subadviser, as the case may be, and each of the Adviser and Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. The Subadviser shall also provide the Adviser with any information reasonably requested by the Adviser regarding its management of the Designated Allocated Portion of the Series required for any shareholder report, amended Registration Statement, or Prospectus prospectus supplement to be filed by the Trust with the SEC. D. The Subadviser shall promptly notify the Adviser and the Trust in the event that any of the Subadviser’s employees or contractors raise any issues concerning any actual or potential material violation of any law, regulation or internal policy of the Subadviser, in each case actually or potentially affecting the Designated Series.