Common use of SERVICES TO BE RENDERED BY SUB-ADVISER TO THE FUND Clause in Contracts

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE FUND. (a) Subject to the direction and control of the Board of Trustees (the "Trustees") of the Trust, the Sub-Adviser, at its expense, will furnish continuously an investment program for the Fund which shall meet the diversification requirements of Subchapters L and M under the Internal Revenue Code of 1986 (the "Code"). The Sub-Adviser, in its discretion, will make investment decisions on behalf of the Fund and place all orders for the purchase and sale of portfolio securities. The Sub-Adviser will be an independent contractor and will not have authority to act for or represent the Trust or Adviser in any way or otherwise be deemed an agent of the Trust or Adviser except as expressly authorized in this Agreement or another writing by the Trust, Adviser and the Sub-Adviser. (b) The Sub-Adviser, at its expense, will furnish (i) all necessary investment and management facilities, including salaries of personnel, required for it to execute its duties faithfully and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund (excluding determination of net asset value per share, portfolio accounting and shareholder accounting services). The Sub-Adviser shall be responsible for commercially reasonable expenses relating to the printing and mailing of required supplements to the Fund's registration statement, provided that such supplements relate solely to a change in control of the Sub-Adviser or any change in the portfolio manager or managers assigned by the Sub-Adviser to manage the Fund. (c) The Sub-Adviser shall vote proxies relating to the Fund's investment securities in accordance with Sub-Adviser's proxy voting guidelines and procedures in effect from time to time, and shall review its proxy voting activities on a periodic basis with the Trustees. The Trust or Adviser may withdraw the authority granted to the Sub-Adviser pursuant to this Section at any time upon written notice. (d) The Sub-Adviser will select brokers and dealers to effect all portfolio transactions subject to the conditions set forth herein. In the selection of brokers, dealers or futures commission merchants and the placing of orders for the purchase and sale of portfolio investments for the Fund, the Sub-Adviser shall use its best efforts to obtain for the Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. The Adviser reserves the right to direct the Sub-Adviser upon written notice not to execute transactions through any particular broker(s) or dealer(s), and the Sub-Adviser agrees to comply with such request within ten business days of receiving written notice. In using its best efforts to obtain for the Fund the most favorable price and execution available, the Sub-Adviser shall consider all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker, dealer, or futures commission merchant involved; and the quality of service rendered by the broker, dealer or futures commission merchant in other transactions. Subject to such policies as the Trustees may determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker, dealer or futures commission merchant that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker, dealer or futures commission merchant would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker, dealer or futures commission merchant, viewed in terms of either that particular transaction or the Sub-Adviser's over-all responsibilities with respect to the Fund and to other clients of the Sub-Adviser or its affiliates as to which the Sub-Adviser or its affiliates exercises investment discretion. The Sub-Adviser shall maintain records adequate to demonstrate compliance with this section. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable overall execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in compliance with Section 17(d) of the Investment Company Act of 1940 and the rules established thereunder, Section 206 of the Investment Advisers Act of 1940 and any rules established thereunder, and pursuant to policies adopted by the Sub-Adviser. (e) The Sub-Adviser will provide advice and assistance to the Adviser as to the determination of the fair value of certain investments where market quotations are not readily available for purposes of calculating net asset value of the Fund in accordance with valuation procedures and methods established by the Trustees. (f) The Sub-Adviser shall furnish the Adviser and the Board of Trustees with such information and reports regarding the Fund's investments as the Adviser deems appropriate or as the Board of Trustees shall reasonably request. The Sub-Adviser shall make its officers and employees available from time to time, including attendance at Board of Trustees Meetings, at such reasonable times as the parties may agree to review investment policies of the Fund and to consult with the Adviser or the Board of Trustees regarding the investment affairs of the Fund. (g) The Sub-Adviser shall not consult with any other sub-adviser to the Fund or a sub-adviser to a portfolio that is under common control with the Fund concerning the assets of the Fund, except as permitted by the policies and procedures of the Fund. (h) In the performance of its duties, the Sub-Adviser shall be subject to, and shall perform in accordance with, the following: (i) provisions of the organizational documents of the Trust that are applicable to the Fund; (ii) the investment objectives, policies and restrictions of the Fund as stated in the Fund's currently effective Prospectus and Statement of Additional Information ("SAI") as amended from time to time; (iii) the Investment Company Act of 1940 (the "1940 Act") and the Investment Advisers Act of 1940 (the "Advisers Act"); (iv) any written instructions and directions of the Trustees, the Adviser or Fund management; and (v) its general fiduciary responsibility to the Fund. (i) The Sub-Adviser shall assist the Fund in the preparation of its registration statement, prospectus, shareholder reports, marketing materials and other regulatory filings, or any amendment or supplement thereto (collectively, "Regulatory Filings") and shall provide the Fund with disclosure for use in the Fund's Regulatory Filings, including, without limitation, any requested disclosure related to the Sub-Adviser's investment management personnel, portfolio manager compensation, Codes of Ethics, firm description, investment management strategies and techniques, and proxy voting policies. (j) The Sub-Adviser shall furnish the Adviser, the Board of Trustees and/or the Chief Compliance Officer of the Trust and/or the Adviser with such information, certifications and reports as such persons may reasonably deem appropriate or may request from the Sub-Adviser regarding the Sub-Adviser's compliance with Rule 206(4)-7 of the Advisers Act and the Federal Securities Laws, as defined in Rule 38a-1 under the 1940 Act. Such information, certifications and reports shall include, without limitation, those regarding the Sub-Adviser's compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, Title V of the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Code of Ethics of the Sub-Adviser and certifications as to the validity of certain information included in the Fund's Regulatory Filings. The Sub-Adviser shall make its officers and employees (including its Chief Compliance Officer) available to the Adviser and/or the Chief Compliance Officer of the Trust and/or the Adviser from time to time to review the Sub-Adviser's compliance program and its adherence thereto.

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE FUND. (a) Subject to the direction and control of the Board of Trustees (the "Trustees") of the Trust, the Sub-Adviser, at its expense, Adviser will furnish continuously an investment program for the Fund which shall meet the diversification requirements of Subchapters L and M under the Internal Revenue Code of 1986 (the "Code"). The Sub-Adviser, in its discretion, Adviser will make investment decisions on behalf of the Fund and place all orders for the purchase and sale of portfolio securities. The Sub-Adviser will be an independent contractor and will not have authority to act for or represent the Trust or Adviser in any way or otherwise be deemed an agent of the Trust or Adviser except as expressly authorized in this Agreement or another as agreed to in writing by the Trust, Adviser and the Sub-Adviser. Pursuant to this agreement Sub-Adviser shall possess full power and authority on behalf of the Fund and at risk of, and in the name of, Fund (a) to buy, sell, exchange, convert and otherwise trade in any and all securities and other assets as Sub-Adviser may select; (b) to instruct any custodian of any security or other asset of the Fund to deliver securities or assets sold, exchanged, or otherwise disposed of from the Fund's account; (c) to pay cash for securities or assets delivered to any trustee or custodian upon acquisition for the Fund; (d) to consent to any class action, plan or reorganization, merger, combination, consolidation, liquidation or similar plan with reference to such securities or other assets; (e) to exercise or dispose of subscription rights, warrants and fractional shares as it deems to be in Fund's best interests; (f) to deal through accounts with one or more securities or commodities brokerage firms, dealers or banks; and (g) generally to perform any other act necessary to enable Sub-Adviser to carry out its obligations under this Agreement. This discretionary authority shall remain in full force and effect until Sub-Adviser receives written notice from the Adviser of its termination. It is understood and agreed that Sub-Adviser shall have no obligation whatsoever to initiate, pursue and/or prosecute any claim, proceeding or action on behalf of the Fund or Adviser. (b) The Sub-Adviser, at its expense, will furnish (i) all necessary investment and management facilities, including salaries of Sub-Adviser's personnel, required for it to execute its duties faithfully and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment as Sub-Adviser determines is necessary for the efficient conduct of the investment affairs of the Fund (excluding determination of net asset value per share, portfolio accounting and shareholder accounting services)Sub-Adviser to execute its obligations under this Agreement. The Sub-Adviser shall be responsible for commercially reasonable expenses relating to the printing and mailing of required supplements to the Fund's registration statement, provided that such supplements relate solely to a change in control of the Sub-Adviser or any change in the portfolio manager or managers assigned by the Sub-Adviser to manage the Fund. (c) The Sub-Adviser shall vote proxies relating to the Fund's investment securities in the manner in which the Sub-Adviser believes to be in the best interests of the Fund, including voting in accordance with the Sub-Adviser's proxy voting guidelines Proxy Voting Policies and procedures in effect from time to timeProcedures, and shall review its proxy voting activities on a periodic basis with the Trustees. The Trust or Adviser may withdraw the authority granted to the Sub-Adviser pursuant to this Section at any time upon written notice. Sub-Adviser's responsibilities with respect to proxy voting shall be limited to submission of votes, which have been forwarded to Sub-Adviser in a timely manner by the Adviser's voting agent. Sub-Adviser shall not have any supervisory responsibility with respect to the Adviser's voting agent. (d) The Sub-Adviser will select brokers and dealers to effect all portfolio transactions subject to the conditions set forth herein. herein (except to the extent such transactions are effected in accordance with such policies or procedures as may be established by the Board of Trustees.) In the selection of brokers, dealers or futures commission merchants and the placing of orders for the purchase and sale of portfolio investments for the Fund, the Sub-Adviser shall use its best efforts to seek to obtain for the Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. The Adviser reserves the right to direct the Sub-Adviser upon written notice not to execute transactions through any particular broker(s) or dealer(s), and the Sub-Adviser agrees to comply with such request within ten business days of receiving written notice. In using its best efforts to obtain for the Fund the most favorable price and execution available, the Sub-Adviser Adviser, bearing in mind the Fund's best interests at all times, shall consider all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker, dealer, or futures commission merchant involved; and the quality of service rendered by the broker, dealer or futures commission merchant in other transactions. Subject to such policies as the Trustees may determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker, dealer or futures commission merchant that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker, dealer or futures commission merchant would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker, dealer or futures commission merchant, viewed in terms of either that particular transaction or the Sub-Adviser's over-all responsibilities with respect to the Fund and to other clients of the Sub-Adviser or its affiliates as to which the Sub-Adviser or its affiliates exercises investment discretion. The Sub-Adviser shall maintain records it has reasonably determined are adequate to demonstrate compliance with this section. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable overall price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in compliance with Section 17(d) of the Investment Company Act of 1940 and the rules established thereunder, Section 206 of the Investment Advisers Act of 1940 and any rules established thereunder, and pursuant to policies adopted by the Sub-AdviserAdviser and approved by the Board of Trustees of the Fund. (e) The Sub-Adviser will provide reasonable advice and assistance to the Adviser as to the determination of the fair value of certain investments where market quotations are not readily available for purposes of calculating net asset value of the Fund in accordance with valuation procedures and methods established by the Trustees. (f) The Sub-Adviser shall furnish the Adviser and the Board of Trustees with such information and reports regarding the Fund's investments as the Adviser deems appropriate or as the Board of Trustees shall reasonably request. The Sub-Adviser shall make its officers and employees available from time to time, including attendance at Board of Trustees Meetings, at such reasonable times as the parties may agree to review investment policies the Sub-Adviser's investments on behalf of the Fund and to consult with the Adviser or the Board of Trustees regarding the investment affairs of the Fund. (g) The Sub-Adviser shall not consult with any other sub-adviser to the Fund or a sub-adviser to a portfolio that is under common control with the Fund concerning the assets of the Fund, except as permitted by the policies and procedures of the Fund. (h) In the performance of its duties, the Sub-Adviser shall be subject to, and shall perform in accordance with, the following: (i) provisions of the organizational documents of the Trust that are applicable to the Fund; (ii) the investment objectives, policies and restrictions of the Fund as stated in the Fund's currently effective Prospectus and Statement of Additional Information ("SAI") as amended from time to time; (iii) the Investment Company Act of 1940 1940, as amended (the "1940 Act") and the Investment Advisers Act of 1940 1940, as amended (the "Advisers Act"); (iv) any written instructions and directions of the Trustees, the Adviser or Fund management; and (v) its general fiduciary responsibility to the Fund. (i) The Sub-Adviser shall assist provide reasonable assistance to the Fund in the preparation of its registration statement, prospectus, shareholder reports, marketing materials and other regulatory filings, or any amendment or supplement thereto (collectively, "Regulatory Filings") and shall provide the Fund with disclosure for use in the Fund's Regulatory Filings, including, without limitation, any requested disclosure related to the Sub-Adviser's investment management personnel, portfolio manager compensation, Codes of Ethics, firm description, investment management strategies and techniques, and proxy voting policies. (j) The Sub-Adviser shall furnish the Adviser, the Board of Trustees and/or the Chief Compliance Officer of the Trust and/or the Adviser with such information, certifications and reports as such persons may reasonably deem appropriate or may request from the Sub-Adviser regarding the Sub-Adviser's compliance with Rule 206(4)-7 of the Advisers Act Act, and the Federal Securities Laws, as defined in compliance with Rule 38a-1 under the 1940 ActAct (including compliance with the Federal Securities Laws as defined under that Rule). Such information, certifications and reports shall include, without limitation, those regarding the Sub-Adviser's compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, Title V of the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Code of Ethics of the Sub-Adviser and the Trust and certifications as to the validity of certain the information included in the Fund's Regulatory Filings. The Sub-Adviser shall make its officers and employees (including its Chief Compliance Officer) available to the Adviser and/or the Chief Compliance Officer of the Trust and/or the Adviser from time upon reasonable request to time to examine and review the Sub-Adviser's compliance program and its adherence thereto.

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE FUND. (a) Subject to the direction and control of the Board of Trustees (the "Trustees") of the Trust, the Sub-Adviser, at its expense, will furnish continuously an investment program for the Fund which shall at all times meet the diversification requirements of Subchapters L and M under Section 817(h) of the Internal Revenue Code of 1986 (the "Code"). The Sub-Adviser, in its discretion, Adviser will make investment decisions on behalf of the Fund and place all orders for the purchase and sale of portfolio securities. The Sub-Adviser will be an independent contractor and will not have authority to act for or represent the Trust or Adviser in any way or otherwise be deemed an agent of the Trust or Adviser except as expressly authorized in this Agreement or another writing by the Trust, Adviser and the Sub-Adviser. (b) The Sub-Adviser, at its expense, will furnish (i) all necessary investment and management facilities, including salaries of personnel, required for it to execute its duties faithfully and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund (excluding determination of net asset value per share, portfolio accounting and shareholder accounting services). The Sub-Adviser shall be responsible for commercially reasonable expenses relating to the printing and mailing of required supplements to the Fund's registration statement, provided that such supplements relate solely to a change in control of the Sub-Adviser or any change in the portfolio manager or managers assigned by the Sub-Adviser to manage the Fund. (c) The Sub-Adviser shall vote proxies relating to the Fund's investment securities in accordance with the manner in which the Sub-Adviser's proxy voting guidelines and procedures Adviser believes to be in effect from time to timethe best interests of the Fund, and shall review its proxy voting activities on a periodic basis with the Trustees. Sub-Adviser's obligation to vote proxies shall be contingent upon receipt or proxies from the Fund custodian in a timely manner. The Trust or Adviser may withdraw the authority granted to the Sub-Adviser pursuant to this Section at any time upon written notice. (d) The Sub-Adviser will select brokers and dealers to effect all portfolio transactions subject to the conditions set forth herein. herein (except to the extent such transactions are effected in accordance with such policies or procedures as may be established by the Board of Trustees and received by Sub-Adviser.) In the selection of brokers, dealers or futures commission merchants and the placing of orders for the purchase and sale of portfolio investments for the Fund, the Sub-Adviser shall use its best efforts to obtain for the Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. The Adviser reserves the right to direct the Sub-Adviser upon written notice not to execute transactions through any particular broker(s) or dealer(s), and the Sub-Adviser agrees to comply with such request within ten business days of receiving written notice. In using its best efforts to obtain for the Fund the most favorable price and execution available, the Sub-Adviser Adviser, bearing in mind the Fund's best interests at all times, shall consider all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker, dealer, or futures commission merchant involved; and the quality of service rendered by the broker, dealer or futures commission merchant in other transactions. Subject to such policies as the Trustees may determinedetermine and to the extent such policies are received by the Sub-Adviser, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker, dealer or futures commission merchant that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker, dealer or futures commission merchant would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker, dealer or futures commission merchant, viewed in terms of either that particular transaction or the Sub-Adviser's over-all responsibilities with respect to the Fund and to other clients of the Sub-Adviser or its affiliates as to which the Sub-Adviser or its affiliates exercises investment discretion. The Sub-Adviser shall maintain records adequate to demonstrate compliance with this section. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable overall price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in compliance with Section 17(d) of the Investment Company Act of 1940 and the rules established thereunder, Section 206 of the Investment Advisers Act of 1940 and any rules established thereunder, and pursuant to policies adopted by the Sub-AdviserAdviser and approved by the Board of Trustees of the Fund. (e) The Sub-Adviser will provide advice and assistance to the Investment Adviser as to the determination of the fair value of certain investments where market quotations are not readily available for purposes of calculating net asset value of the Fund in accordance with valuation procedures and methods established by the Trustees. (f) The Sub-Adviser shall furnish the Adviser and the Board of Trustees with such information and reports regarding the Fund's investments as the Adviser reasonably deems appropriate or as the Board of Trustees shall reasonably request. The Sub-Adviser shall make its officers and employees available from time to time, including attendance at Board of Trustees Meetings, at such reasonable times as the parties may agree to review investment policies of the Fund and to consult with the Adviser or the Board of Trustees regarding the investment affairs of the Fund. (g) The Sub-Adviser shall not consult with any other sub-adviser to the Fund or a sub-adviser to a portfolio that is under common control with the Fund concerning the assets of the Fund, except as permitted by the policies and procedures of the Fund, which shall be provided to Sub-Adviser. (h) In the performance of its duties, the Sub-Adviser shall be subject to, and shall perform in accordance with, the followingfollowing to the extent that Sub-Adviser receives them from Adviser or Trust: (i) provisions of the organizational documents of the Trust that are applicable to the Fund; (ii) the investment objectives, policies and restrictions of the Fund as stated in the Fund's currently effective Prospectus and Statement of Additional Information ("SAI") as amended from time to time; (iii) the Investment Company Act of 1940 (the "1940 Act") and the Investment Advisers Act of 1940 (the "Advisers Act"); (iv) any written instructions and directions of the Trustees, the Adviser or Fund management; and (v) its general fiduciary responsibility to the Fund. (i) The Sub-Adviser shall assist the Fund in the preparation of its registration statement, prospectus, shareholder reports, marketing materials and other regulatory filings, or any amendment or supplement thereto (collectively, "Regulatory Filings") and shall provide the Fund with disclosure for use in the Fund's Regulatory Filings, including, without limitation, any requested disclosure related to the Sub-Adviser's investment management personnel, portfolio manager compensation, Codes of Ethics, firm description, investment management strategies and techniques, and proxy voting policies. (j) The Sub-Adviser shall furnish the Adviser, the Board of Trustees and/or the Chief Compliance Officer of the Trust and/or the Adviser with such information, certifications and reports as such persons may reasonably deem appropriate or may request from the Sub-Adviser regarding the Sub-Adviser's compliance with Rule 206(4)-7 of the Advisers Act and the Federal Securities Laws, as defined in Rule 38a-1 under the 1940 Act. Such information, certifications and reports shall include, without limitation, those regarding the Sub-Adviser's compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, Title V of the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Code of Ethics of the Sub-Adviser and the Trust and certifications as to the validity of certain information included in the Fund's Regulatory Filings. The Sub-Adviser shall make its officers and employees (including its Chief Compliance Officer) available to the Adviser and/or the Chief Compliance Officer of the Trust and/or the Adviser from time to time to examine and review the Sub-Adviser's compliance program and its adherence thereto.

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE FUND. (a) Subject to the direction and control of the Board of Trustees (the "Trustees") of the Trust, the Sub-Adviser, at its expense, will furnish continuously an investment program for the Fund which shall meet Fund. In the performance of its duties and obligations under this Agreement, the Sub-Adviser will comply with the diversification requirements of Subchapters L and M under the Internal Revenue Code of 1986 1986, as amended (the "Code"). The Sub-Adviser, in its discretion, Adviser will make investment decisions on behalf of the Fund and place all orders for the purchase and sale of portfolio securities. The Sub-Adviser will be an independent contractor and will not have authority to act for or represent the Trust or Adviser in any way or otherwise be deemed an agent of the Trust or Adviser except as expressly authorized in this Agreement or another writing by the Trust, Adviser and the Sub-Adviser. (b) The Sub-Adviser, at its expense, will furnish (i) all necessary investment and management facilities, including salaries of personnel, required for it to execute its duties faithfully and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund (excluding determination of net asset value per share, portfolio accounting and shareholder accounting services). The Sub-Adviser shall be responsible for commercially reasonable expenses relating to the printing and mailing of required supplements to the Fund's registration statement, provided that such supplements relate solely to a change in control of the Sub-Adviser or any change in the portfolio manager or managers assigned by the Sub-Adviser to manage the Fund, and further provided that the Adviser provides the Sub-Adviser with an estimate of expenses in advance of distribution of the supplement. (c) The Sub-Adviser shall vote proxies relating to the Fund's investment securities in accordance with Sub-Adviser's its own proxy voting guidelines policies and procedures in effect from time to timeprocedures, and shall review its proxy voting activities on a periodic basis with the Trustees. The Trust or Adviser may withdraw the authority granted to the Sub-Adviser pursuant to this Section at any time upon written notice. (d) The Sub-Adviser shall not be responsible for filing proofs of claim or otherwise participating in class action lawsuits or bankruptcy proceedings with respect to securities held by the Fund. (e) The Sub-Adviser will select brokers and dealers to effect all portfolio transactions subject to the conditions set forth herein. herein (except to the extent such transactions are effected in accordance with such policies or procedures as may be established by the Board of Trustees and received by the Sub-Adviser.) In the selection of brokers, dealers or futures commission merchants and the placing of orders for the purchase and sale of portfolio investments for the Fund, the Sub-Adviser shall use its best efforts to obtain for the Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. The Adviser reserves the right to direct the Sub-Adviser upon written notice not to execute transactions through any particular broker(s) or dealer(s), and the Sub-Adviser agrees to comply with such request within ten business days of receiving written notice. In using its best efforts to obtain for the Fund the most favorable price and execution available, the Sub-Adviser Adviser, bearing in mind the Fund's best interests at all times, shall consider all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker, dealer, or futures commission merchant involved; and the quality of service rendered by the broker, dealer or futures commission merchant in other transactions. Subject to such policies as the Trustees may determinedetermine and to the extent such policies are received by the Sub-Adviser, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker, dealer or futures commission merchant that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker, dealer or futures commission merchant would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker, dealer or futures commission merchant, viewed in terms of either that particular transaction or the Sub-Adviser's over-all responsibilities with respect to the Fund and to other clients of the Sub-Adviser or its affiliates as to which the Sub-Adviser or its affiliates exercises investment discretion. The Sub-Adviser shall maintain records adequate to demonstrate compliance with this section. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable overall price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in compliance with Section 17(d) of the Investment Company Act of 1940 and the rules established thereunder, Section 206 of the Investment Advisers Act of 1940 and any rules established thereunder, and pursuant to policies adopted by the Sub-AdviserAdviser and approved by the Board of Trustees of the Fund. (ef) The Sub-Adviser will provide advice and assistance to the Investment Adviser as to the determination of the fair value of certain investments where market quotations are not readily available for purposes of calculating net asset value of the Fund in accordance with valuation procedures and methods established by the Trustees. (fg) The Sub-Adviser shall furnish the Adviser and the Board of Trustees with such information and reports regarding the Fund's investments as the Adviser deems appropriate or as the Board of Trustees shall reasonably request. The Sub-Adviser shall make its officers and employees available from time to time, including attendance at Board of Trustees Meetings, at such reasonable times as the parties may agree to review investment policies of the Fund and to consult with the Adviser or the Board of Trustees regarding the investment affairs of the Fund. (gh) The Sub-Adviser shall not consult with any other sub-adviser to the Fund or a sub-adviser to a portfolio that is under common control with the Fund concerning the assets of the Fund, except as permitted by the policies and procedures of the FundFund which shall be provided to the Sub-Adviser. (hi) In the performance of its duties, the Sub-Adviser shall be subject to, and shall perform in accordance with, with the following, to the extent that the Sub-Adviser receives them from the Adviser or the Trust: (i) provisions of the organizational documents of the Trust that are applicable to the Fund; (ii) the investment objectives, policies and restrictions of the Fund as stated in the Fund's currently effective Prospectus and Statement of Additional Information ("SAI") as amended from time to time; (iii) provisions of the Investment Company Act of 1940 (the "1940 Act") and the Investment Advisers Act of 1940 (the "Advisers Act")) applicable to the services provided by the Sub-Adviser hereunder; (iv) any written instructions and directions of the Trustees, the Adviser or Fund management; and (v) its general fiduciary responsibility to the Fund. (ij) The Sub-Adviser shall assist the Fund in the preparation of its registration statement, prospectus, shareholder reports, marketing materials and other regulatory filings, or any amendment or supplement thereto (collectively, "Regulatory Filings") and shall provide the Fund with disclosure for use in the Fund's Regulatory Filings, including, without limitation, any requested disclosure related to the Sub-Adviser's investment management personnel, portfolio manager compensation, Codes of Ethics, firm description, investment management strategies and techniques, and proxy voting policies. (jk) The Sub-Adviser shall furnish the Adviser, the Board of Trustees and/or the Chief Compliance Officer of the Trust and/or the Adviser with such information, certifications and reports as such persons may reasonably deem appropriate or may request from the Sub-Adviser regarding the Sub-Adviser's compliance with Rule 206(4)-7 of the Advisers Act and the Federal Securities Laws, as defined in Rule 38a-1 under the 1940 Act, related to the services rendered hereunder. Such information, certifications and reports shall include, without limitation, those regarding the Sub-Adviser's compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, ; Title V of the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Code of Ethics of the Sub-Adviser and certifications as to the validity of certain information included in the Fund's Regulatory Filings. The Sub-Adviser shall make its officers and employees (including its Chief Compliance Officer) available to the Adviser and/or the Chief Compliance Officer of the Trust and/or the Adviser from time to time to examine and review the Sub-Adviser's compliance program and its adherence thereto. (l) The Adviser agrees to provide or cause to be provided to the Sub-Adviser on an ongoing basis a list of all publicly traded affiliates of the Adviser which may not be purchased by the Fund and a list of all brokers and underwriters affiliated with the Adviser for reporting transactions under applicable provisions of the Investment Company Act.

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE FUND. (a) The Adviser hereby appoints the Sub-Adviser as investment adviser, on the terms and conditions set forth herein, for the Subadvised Fund’s assets that the Adviser determines in its sole discretion to assign to the Sub-Adviser from time to time (referred to in this Agreement as the “Managed Portion”). The Adviser may, from time to time, make additions to and withdrawals from those Subadvised Fund assets assigned to the Sub-Adviser. The Sub-Adviser accepts these terms and agrees to render the services herein set forth and for the compensation provided on Schedule A to this Agreement. (b) Subject to the direction supervision and control of the Adviser and the Board of Trustees (the "“Trustees"”) of the Trust, the Sub-Adviser, at its expense, Adviser will furnish continuously an investment program advisory services for the Fund Managed Portion which shall at all applicable times meet the diversification requirements of Subchapters L and M under the Internal Revenue Code of 1986 (the "“Code"”). The Sub-Adviser, in its discretion, Adviser will make investment decisions on behalf of the Fund Managed Portion (and not any other portion of the Subadvised Fund’s assets) and place all orders for the its purchase and sale of portfolio securitiessecurities with full authority and at its discretion on the Subadvised Fund’s behalf and at the Subadvised Fund’s risk. The For purposes of this Agreement, the Sub-Adviser will be an independent contractor and will not have authority or obligation to act for or represent the Trust Trust, the Fund(s) or the Adviser in any way or otherwise be deemed an agent of the Trust Trust, any Subadvised Fund or Adviser the Adviser, except as expressly authorized in this Agreement or another writing signed by the Trust, Adviser and the Sub-Adviser. (bc) The Sub-Adviser, at its expense, will furnish (i) all necessary investment and management facilities, including salaries of Sub-Adviser personnel, required for it to execute its duties under this Agreement faithfully and (ii) administrative facilitiesfacilities necessary for the Sub-Adviser to perform its services under this Agreement, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund Managed Portion (excluding determination of net asset value per share, portfolio accounting and shareholder accounting services). The Sub-Adviser shall be responsible for commercially reasonable expenses relating to the printing and mailing of required supplements to the Subadvised Fund's ’s registration statement, provided that such supplements relate solely to a change in control of the Sub-Adviser or any change in the named portfolio manager or managers assigned by the Sub-Adviser to manage the Managed Portion (“Prospectus Changes”). Notwithstanding the foregoing, the Sub-Adviser shall not pay for the cost of generating any such prospectus supplements if, at the time of notification to the Subadvised Fund or the Adviser by the Sub-Adviser of the Prospectus Changes, the Subadvised Fund is generating a supplement for other purposes or the Subadvised Fund or the Adviser does not wish, in its reasonable discretion, to add such Prospectus Changes to a pending supplement. In the event the Sub-Adviser and one or more other subadvisers, if applicable, each require a prospectus supplement for Prospectus Changes simultaneously, the expense (other than the costs of printing and mailing) of a combined supplement will be shared pro rata with such other subadviser(s) based upon the number of pages required by each such subadviser, and each such Sub-Adviser shall pay its pro rata share of printing and mailing costs and expenses based upon the number of supplements required to be printed and mailed. All other expenses not specifically assumed by the Sub-Adviser hereunder or by Adviser under the Agreement are borne by the applicable Subadvised Fund. (cd) The Sub-Adviser shall vote proxies relating to the Fund's Managed Portion’s investment securities in accordance with Sub-Adviser's ’s proxy voting guidelines and procedures in effect from time to time, and shall review its proxy voting activities on a periodic basis with the Trustees. Further, the Subadvised Fund hereby directs the Sub-Adviser to vote all bank stocks and bank holding company stocks in accordance with the recommendations on any such votes provided by an applicable proxy voting service and unless otherwise directed by the Subadvised Fund. The Adviser shall cause materials relating to such proxies to be forwarded to the Sub-Adviser in a timely fashion by the Subadvised Fund’s custodian, the Subadvised Fund’s administrator, or another party. It is acknowledged and agreed that the Sub-Adviser shall not be responsible for the filing of claims (or otherwise causing the Subadvised Fund to participate) in class action settlements or similar proceedings in which shareholders may participate related to securities currently or previously associated with the Managed Portion. The Trust or Adviser may withdraw the proxy voting authority granted to the Sub-Adviser pursuant to this Section at any time upon written notice. (de) The Sub-Adviser will select brokers brokers, dealers and dealers futures commission merchants to effect all portfolio transactions subject to the conditions set forth hereinherein (except to the extent such transactions are effected in accordance with such policies or procedures as may be established by the Trustees and delivered to the Sub-Adviser). In the selection of selecting brokers, dealers or futures commission merchants and the placing of orders for the purchase and sale of portfolio investments for the Fundinvestments, the Sub-Adviser shall use its best efforts seek to obtain for the Fund the most favorable price and best execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. The Sub-Adviser reserves will place orders for the right to direct execution of transactions for the Managed Portion in accordance with Part 2 of the Sub-Adviser upon written notice not Adviser’s Form ADV as it may be amended from time to execute transactions through any particular broker(s) or dealer(s), and the Sub-Adviser agrees to comply with such request within ten business days of receiving written notice. In using its best efforts to obtain for the Fund the most favorable price and execution available, the Sub-Adviser shall consider all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker, dealer, or futures commission merchant involved; and the quality of service rendered by the broker, dealer or futures commission merchant in other transactionstime. Subject to such policies as the Trustees may determinedetermine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund Managed Portion to pay a broker, dealer or futures commission merchant that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker, dealer or futures commission merchant would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker, dealer or futures commission merchant, viewed in terms of either that particular transaction or the Sub-Adviser's ’s over-all responsibilities with respect to the Fund Managed Portion and to other clients of the Sub-Adviser or its affiliates as to which the Sub-Adviser or its affiliates exercises investment discretion. discretion.1 The Adviser reserves the right to direct the Sub-Adviser, upon written notice, not to execute transactions through any particular broker(s), dealer(s) or futures commission merchant(s), and the Sub-Adviser shall maintain records adequate agrees to demonstrate compliance comply with this sectionsuch request within a reasonable time of receiving written notice. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund Managed Portion as well as other clients of the Sub-Adviser, the Sub-Adviser Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be so purchased or sold with those of its other investment advisory clients to attempt to obtain a more favorable overall price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in compliance with Section 17(d) of the Investment Company Act of 1940 and the rules established thereunderAct, Section 206 of the Investment Advisers Act of 1940 and 1940, as amended (including any rules established thereunder, the “Advisers Act”), and pursuant to policies adopted by the Sub-Adviser. (e) The Sub-Adviser will provide advice and assistance to the Adviser as to the determination of the fair value of certain investments where market quotations are not readily available for purposes of calculating net asset value of the Fund in accordance with valuation procedures and methods established approved by the Trustees. (f) The client acknowledges and agrees that (i) the Sub-Adviser shall not be deemed to be the pricing or valuation agent for the Subadvised Fund, (ii) the Sub-Adviser is not obligated to provide pricing information to satisfy any regulatory, tax or accounting requirements to which the Subadvised Fund may be subject; (iii) none of the information which the Sub-Adviser provides hereunder shall be deemed to be the official books and records of the Subadvised Fund for tax, accounting or any other purpose, (v) the Subadvised Fund will not publish, reproduce (except for internal or archival purposes or in response to requests from Subadvised Fund’s regulators) or disseminate any pricing information provided by the Sub-Adviser without the Sub-Adviser’s consent. Subject to the above, the Sub-Adviser shall provide reasonable assistance to the Adviser and the Subadvised Fund’s custodian to reconcile any material pricing discrepancies between the custodian and the Sub-Adviser. (g) The Sub-Adviser shall furnish the Adviser and the Board of Trustees with such information and reports regarding the Fund's investments as the Adviser deems appropriate or as the Board of Trustees shall reasonably request. The Sub-Adviser shall make its officers and employees available from time to time, including attendance at Board of Trustees Trustees’ Meetings, at such reasonable times as the parties may agree to review the Subadvised Fund’s investment policies of the Fund and to consult with the Adviser or the Board of Trustees regarding the Managed Portion’s investment affairs of the Fund. (g) The Sub-Adviser shall not consult with any other sub-adviser to the Fund or a sub-adviser to a portfolio that is under common control with the Fund concerning the assets of the Fund, except as permitted by the policies and procedures of the Fundaffairs. (h) In accordance with Rule 10f-3, Rule 12d3-1 and Rule 17a-10 under the 1940 Act and any other applicable law or regulation, the Sub-Adviser is not permitted to consult with any other subadviser to the Subadvised Fund or any subadviser to any other Fund, or to any other investment company or investment company series for which the Adviser serves as investment adviser concerning transactions for the Subadvised Fund in securities or other assets. (i) In the performance of its dutiesduties under this Agreement, the Sub-Adviser shall be subject to, and shall perform in accordance with, the following: (i) provisions of the organizational documents of the Trust that are applicable apply to the Subadvised Fund; (ii) the investment objectives, policies and restrictions of the Subadvised Fund as stated in the Subadvised Fund's ’s currently effective Prospectus and Statement of Additional Information ("SAI") as amended from time together, the “Registration Statement”, and collectively with the organizational documents of the Trust that apply to timethe Subadvised Fund, the “Governing Documents”); (iii) federal securities laws, including without limit the Investment Company Act of 1940 (the "1940 Act", the Advisers Act, and the Commodity Exchange Act, provided that for purposes of Section 10(f) and 17(a), (d) and (e) of the Investment Advisers Act of 1940 (Act, the "Advisers Act")Sub-Adviser shall effect compliance only in relation to its own affiliates and to affiliated persons identified to it by the Adviser; (iv) any written instructions and directions of the Trustees, the Adviser Adviser, or Subadvised Fund managementmanagement (the “Written Instructions”); and (v) its the Sub-Adviser’s general fiduciary responsibility responsibilities under applicable law. The Adviser hereby represents that it has provided to the Fund. (i) Sub-Adviser copies of all current Governing Documents and shall promptly provide to the Sub-Adviser any amendments or supplements thereto. The Sub-Adviser will not be bound to follow any Written Instructions until it has actually received such Written Instructions from the Adviser; provided that the Sub-Adviser shall assist not be required to follow any Written Instruction if and only if (i) it has asked for and received from the Fund Adviser clarification or confirmation of the Written Instruction; and (ii) in the preparation good faith judgment of the Sub-Adviser, it thereafter determines that following such Written Instruction would be reasonably likely to cause the Subadvised Fund or the Sub-Adviser to violate any applicable law, ordinance, rule, regulation, order or guidance of the SEC or its staff or the CFTC; and (iii) the Sub-Adviser provides prompt notice to the Adviser of such judgment and the specific authority and facts on which it is based, with sufficient time for the Adviser to address such matter without harm to the Subadvised Fund. The Adviser shall provide reasonable notice to the Sub-Adviser of any relevant changes to the Governing Documents, and, absent the Sub-Adviser’s bad faith, willful misfeasance, gross negligence or reckless disregard of its registration statementobligations or duties hereunder, prospectusthe Sub-Adviser shall not be liable for acting in accordance with existing forms of Governing Documents prior to being notified of any amendments thereto. The Adviser shall timely furnish the Sub-Adviser with such additional information as may be reasonably necessary for or reasonably requested by the Sub-Adviser to perform its responsibilities pursuant to this Agreement. (j) Upon the Adviser’s request and if provided with a reasonable period of time to review, the Sub-Adviser shall review and comment upon selected portions, relating to the Sub-Adviser and/or the Managed Portion, of the Subadvised Fund’s Registration Statement, shareholder reports, certain marketing materials and other regulatory filings, or any amendment or supplement thereto (collectively, "“Regulatory Filings"”) and shall provide the Fund Subadvised Fund, at the reasonable request of the Adviser and if provided with a reasonable period of time to prepare, with disclosure reasonably required for use in the Subadvised Fund's ’s Regulatory Filings, including, without limitation, any requested disclosure related to the Sub-Adviser's ’s investment management personnel, portfolio manager compensation, Codes of Ethics, firm description, investment management strategies and techniques, and proxy voting policies. (jk) The Sub-Adviser shall furnish the Adviser, the Board of Trustees and/or the Chief Compliance Officer of the Trust and/or the Adviser (the “CCO”) with such information, certifications and reports as such persons may reasonably deem appropriate or may request upon prior reasonable notice from the Sub-Adviser regarding as necessary or appropriate in order for the Adviser and the Board to oversee the Sub-Adviser's ’s compliance with applicable law, including: (i) Rule 206(4)-7 of the Advisers Act and Act; (ii) the Federal Securities Lawsfederal securities laws, as defined in Rule 38a-1 under the 1940 Act. Such information; (iii) the Commodity Exchange Act; and (iv) any and all other laws, certifications rules, and reports shall includeregulations, without limitationwhether foreign or domestic, those regarding in each case, applicable at any time to the Sub-Adviser's compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, Title V of the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Code of Ethics operations of the Sub-Adviser and certifications as its services to the validity of certain information included in the Fund's Regulatory FilingsManaged Portion. The Sub-Adviser shall make its officers and employees (including its Chief Compliance Officer) available to the Adviser and/or the Chief Compliance Officer of the Trust and/or the Adviser CCO from time to time time, upon reasonable notice and during normal business hours, to examine and review the Sub-Adviser's ’s compliance program program, as it relates to the Managed Portion, and its adherence thereto. (l) In rendering the services required under this Agreement, the Sub-Adviser may, at its own discretion and without further written consent of the Subadvised Fund, the Subadvised Fund’s shareholders, the Adviser, or the Board, from time to time employ, delegate or associate with itself such affiliated or unaffiliated person or persons as it believes necessary to assist it in carrying out its obligations under this Agreement, provided, however, that any such delegation shall not involve any such person serving as an “investment adviser” to the Subadvised Fund within the meaning of the 1940 Act. The Sub-Adviser hereby agrees that any such service providers shall be subject to the confidentiality obligations set forth in Section 9 of this Agreement. The Sub-Adviser shall remain liable to the Adviser for the performance of the Sub-Adviser’s obligations hereunder and for the acts and omissions of such other person, and neither the Fund nor the Adviser shall be responsible for any fees that such person may charge to the Sub-Adviser for such services. (m) The Investment Manager and the Trust on behalf of the Subadvised Fund understand that the Sub-Adviser may give advice and take action with respect to any of its other clients or for its own (or its affiliates’) accounts which may differ from the timing or nature of action taken by the Sub-Adviser with r

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE FUND. (a) The Adviser hereby appoints the Sub-Adviser as investment adviser, on the terms and conditions set forth in this Agreement, for the portion of each of the Fund’s assets that the Adviser determines in its sole discretion to assign to the Sub-Adviser from time to time (referred to in this Agreement as the “Managed Portion”). The Adviser may, from time to time, increase or reduce the amount of the Managed Portion. The Sub-Adviser accepts these terms and agrees to render the services herein set forth and for the compensation provided on Schedule A to this Agreement. (b) Subject to the direction supervision and control of the Adviser and the Board of Trustees (the "“Trustees"”) of the Trust, during the term of this Agreement, the Sub-Adviser, at its expense, will furnish continuously an investment program for the Fund Managed Portion which shall at all applicable times meet the diversification requirements of Subchapters L Section 817(h) of Subchapter L, and M under Section 851 (b)(2) and (3) of Subchapter M, of the Internal Revenue Code of 1986 (the "“Code")”) solely with respect to the assets of each Fund which are under its management and based on information provided by the Fund’s administrator, custodian or other service providers and provided further that the Adviser acknowledges that Sub-Adviser is not the tax agent for the Funds. The Sub-Adviser, in its discretion, Adviser will make investment decisions on behalf of the Fund Managed Portion and place all orders for the its purchase and sale of portfolio securities. The Sub-Adviser will be an independent contractor and will not have authority to act for or represent the Trust or Adviser in any way or otherwise be deemed an agent of the Trust or Adviser Adviser, except as expressly authorized in this Agreement or another writing signed by the Trust, Adviser. The Sub-Adviser and may delegate certain of the Sub-Adviser’s duties hereunder to a Subadviser Affiliate, provided that any such arrangements are entered into in accordance with all applicable requirements of the 1940 Act. The Sub-Adviser acknowledges and agrees that any such delegation by the Sub-Adviser shall in no way relieve the Sub-Adviser of its duties and obligations hereunder, all such duties and obligations hereunder shall remain the sole responsibility of the Sub-Adviser as if no such delegation had occurred, Sub-Adviser shall at all times provide appropriate supervision and oversight of any such persons, and Sub-Adviser shall be fully responsible and liable for all actions or omissions to act by such persons. Sub-Adviser shall notify the Adviser promptly in writing at least ninety days in advance in the event that a Subadvisory Affiliate Agreement is to be amended in any material fashion. The Sub-Adviser acknowledges and agrees that the Subadviser Affiliates are not parties to this Agreement and are not intended beneficiaries of this Agreement and that they have no rights under this Agreement. In addition to duties delegated to a Subadviser Affiliate, to the extent permitted by law, the Sub-Adviser may from time to time employ or associate itself with such other person or persons, including affiliates, as it believes to be particularly fitted to assist it in the execution or performance of its obligations under this Agreement; provided, however, that the use of such persons does not relieve the Sub-Adviser from any obligation or duty under this Agreement, and provided no such person serves or acts as an investment adviser separate from the Sub-Adviser or Subadviser Affiliates so as to require a new written contract pursuant to the 1940 Act and SEC interpretations. The Sub-Adviser shall remain liable for the performance of its obligations under this Agreement, and for the acts and omissions of its employees or associates. (bc) The Sub-Adviser, at its expense, will furnish (i) all necessary investment and management facilities, including salaries of personnel, required for it to execute its duties faithfully and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund Managed Portion (excluding determination of net asset value per share, portfolio accounting and shareholder accounting services). The Sub-Adviser shall be responsible for documented, commercially reasonable expenses relating to the printing and mailing of required supplements to the Fund's ’s registration statement, provided that such supplements relate solely to a change in control of the Sub-Adviser or any change in the portfolio manager or managers assigned made by the Sub-Adviser to manage that requires disclosure in the Fund’s registration statement before the Fund’s next annual update In the event that the Fund or other sub-advisers each require a supplement simultaneously, the expense of each supplement will be shared pro rata with such other subadviser(s) based upon the number of pages required by each such subadviser. (cd) The Sub-Adviser shall vote proxies relating to the Fund's Managed Portion’s investment securities in accordance with the manner in which the Sub-Adviser's proxy voting guidelines and procedures Adviser believes to be in effect from time to timethe best interests of the Managed Portion, and shall review its proxy voting activities on a periodic basis with the Trustees. The Trust or Adviser may withdraw the proxy voting authority granted to the Sub-Adviser pursuant to this Section at any time upon written notice. (de) The Adviser and each Fund authorize and empower the Sub-Adviser to direct the custodian to open and maintain accounts for trading in securities and other investments (“brokerage accounts”) will select brokers and dealers to effect all portfolio transactions subject to the conditions set forth herein. herein (except to the extent such transactions are effected in accordance with such policies or procedures as may be established by the Trustees and provided to the Sub-Adviser in advance.) In the selection of selecting brokers, dealers or futures commission merchants and the placing of orders for the purchase and sale of portfolio investments for the Fundpursuant to services to be provided under this Agreement, the Sub-Adviser shall use its commercially reasonable best efforts to obtain for the Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. The Adviser reserves the right to direct the Sub-Adviser Adviser, upon written notice and acknowledgment by the Sub-Adviser of receipt of such notice, not to execute transactions through any particular broker(s) or dealer(s), and the Sub-Adviser agrees to comply with such request within ten business days of receiving written notice. In using its commercially reasonable best efforts to obtain for the Fund the most favorable price and execution available, the Sub-Adviser Adviser, bearing in mind the Managed Portion’s best interests at all times, shall consider all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker, dealer, or futures commission merchant involved; and the quality of service rendered by the broker, dealer or futures commission merchant in other transactions. Subject to such policies as the Trustees may determinedetermine and provide to the Sub-Adviser, the Sub-Adviser shall not be deemed to have acted unlawfully impermissibly or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund Managed Portion to pay a broker, dealer or futures commission merchant that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker, dealer or futures commission merchant would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker, dealer or futures commission merchant, viewed in terms of either that particular transaction or the Sub-Adviser's ’s over-all responsibilities with respect to the Fund Managed Portion and to other clients of the Sub-Adviser or its affiliates as to which the Sub-Adviser or its affiliates exercises investment discretion. The Sub-Adviser shall maintain records adequate to demonstrate compliance with this sectionSection. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund Managed Portion as well as other clients of the Sub-Adviser, the Sub-Adviser Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable overall price or lower brokerage commissions and/or better execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in compliance with Section 17(d) of the Investment Company Act of 1940 and the rules established thereunderAct, Section 206 of the Investment Advisers Act of 1940 1940, as amended (the “Advisers Act”) and any the rules established thereunder, and pursuant to policies adopted by the Sub-AdviserAdviser and approved by the Trustees. (ef) The Upon reasonable request, the Sub-Adviser will provide advice and reasonable assistance to the Adviser as to the its determination of the fair value of certain investments where market quotations are not readily available for purposes of calculating the net asset value of the Fund Managed Portion in accordance with valuation procedures and methods established by the Trustees, provided that Adviser acknowledges that Sub-Adviser is not the valuation agent of the Funds. (fg) The To the extent reasonably requested by the Adviser, the Sub-Adviser shall use its best efforts to furnish the Adviser and the Board of Trustees with such information and reports regarding the Fund's investments as the Adviser reasonably deems appropriate or as the Board of Trustees shall reasonably requestrequest regarding the management of the Managed Portion. The Sub-Adviser shall make its and the Subadviser Affiliates’ officers and employees available from time to time, including attendance at Board of Trustees Trustees’ Meetings, at such reasonable times as the parties may agree to review the Funds’ investment policies of (solely as they relate to the Fund Managed Portion) and to consult with the Adviser or the Board of Trustees regarding the investment affairs performance of the FundManaged Portion. (gh) The Sub-Adviser shall not consult with any other sub-adviser to the Fund Funds (other than Subadviser Affiliates) or a sub-adviser to a portfolio that is under common control with any other account managed by the Fund Adviser concerning the assets of the FundFunds, except as permitted by the each Fund’s policies and procedures procedures. Notwithstanding the foregoing, Sub-Adviser shall not be prohibited from consulting with any of its affiliates concerning transactions in securities or other assets generally (i.e., without reference to the Funds), and Sub-Adviser shall not be prohibited from consulting with any of the Fundother covered advisers concerning compliance with paragraphs (a) and (b) of Rule 12d3-1 of the 1940 Act. (hi) In the performance of its duties, the Sub-Adviser shall be subject to, and shall perform in accordance with, the following: following (collectively, the “Investment Guidelines”): (i) provisions of the organizational documents of the Trust that are applicable apply to the Fund; (ii) the investment objectives, policies and restrictions of the Fund as stated in the Fund's ’s currently effective Prospectus and Statement of Additional Information ("“SAI") as amended from time to time”); (iii) the Investment Company Act of 1940 (federal securities laws, including without limit the "1940 Act") , the Advisers Act, and the Investment Advisers Act of 1940 (the "Advisers Commodity Exchange Act"); (iv) any written instructions and directions of the Trustees, the Adviser Adviser, or Fund management; and (v) its the Sub-Adviser’s general fiduciary responsibility to responsibilities under applicable law; provided, however, that, in the Fund. case of (i) The and (ii), Sub-Adviser shall assist only be subject to the Fund extent that such documents have been actually provided to the Sub-Adviser in advance. (j) Upon request, the Sub-Adviser shall provide reasonable assistance, but only with respect to the services provided pursuant to this Agreement, in the preparation of its registration statementstatements, prospectusprospectuses, shareholder reports, certain marketing materials and other regulatory filings, or any amendment or supplement thereto (collectively, "“Regulatory Filings"”) and shall provide the Fund with disclosure for use in the Fund's in, or as may be required by, Regulatory Filings, including, without limitation, any requested disclosure related to the Sub-Adviser's ’s and the Subadviser Affiliates’ investment management personnel, portfolio manager compensation, Codes of Ethics, firm description, investment management strategies and techniques, and proxy voting policies. (jk) The Sub-Adviser shall reasonably endeavor to furnish the Adviser, the Board of Trustees and/or the Chief Compliance Officer of the Trust and/or the Adviser (the “CCO”) with such information, certifications and reports as such persons may reasonably deem appropriate or may request from the Sub-Adviser regarding the Sub-Adviser's ’s and the Subadviser Affiliates’ compliance with applicable law, including: (i) Rule 206(4)-7 of the Advisers Act and Act; (ii) the Federal Securities Lawsfederal securities laws, as defined in Rule 38a-1 under the 1940 Act. Such information; (iii) the Commodity Exchange Act; and (iv) any and all other laws, certifications rules, and reports shall includeregulations, without limitationwhether foreign or domestic, those regarding in each case, applicable at any time to the Sub-Adviser's compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, Title V of the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Code of Ethics operations of the Sub-Adviser and certifications as with respect to the validity provision of certain information included in its services to the Fund's Regulatory FilingsManaged Portion. The Upon reasonable request, the Sub-Adviser shall make its and the Subadviser Affiliates’ officers and employees (including its Chief Compliance Officer) available to the Adviser and/or the Chief Compliance Officer of the Trust and/or the Adviser CCO from time to time to examine and review the Sub-Adviser's ’s and the Subadviser Affiliates’ compliance program and its adherence thereto. (l) The Sub-Adviser shall have no power, authority, responsibility, or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Managed Portion, including, without limitation, to file proofs of claim or other documents related to such proceedings (the “Litigation”), or to investigate, initiate, supervise, or monitor the Litigation involving the Managed Portion, and Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Sub-Adviser agrees that it shall provide Adviser with reasonable assistance in furnishing any and all relevant documentation or information relating to the Litigation as may reasonably be requested by Adviser. (m) The Adviser hereby authorizes the Sub-Adviser to execute swap agreements with counterparties on the Fund’s behalf, as the Sub-Adviser deems appropriate from time to time in order to carry out the Sub-Adviser’s responsibilities under this Agreement. The Sub-Adviser is authorized, on behalf of the Fund, to execute, on its own behalf or on behalf of the Fund, account documentation, agreements, contracts and other documents requested by brokers, dealers, counterparties and other persons in connection with Sub-Adviser’s duties under this Agreement. In such respect, Sub-Adviser shall act as the Adviser’s and the Fund’s agents and attorneys in fact. The Sub-Adviser is authorized, on behalf of the Fund, to enter into futures account agreements, ISDA master agreements and related documents, and to open accounts and take other necessary or appropriate actions related thereto, in accordance with Trust procedures. (n) The Adviser represents that the Fund is a “qualified eligible person” within the meaning of Commodity Futures Trading Commission (“CFTC”) Regulations Rule 4.7 and, as such, consents to the Sub-Adviser treating any futures accounts established by the Sub-Adviser in the name and on behalf of the Fund in accordance with the exemption contained in CFTC Regulations Rule 4.7. (o) With respect to any Fund that operates as a money market fund subject to Rule 2a-7 under the 1940 Act, the Sub-Adviser shall operate the Fund in compliance with the applicable provisions of such rule and shall provide such additional tests and reports (such as stress testing) as are required under the rule, under the Fund’s policies and procedures, or as reasonably requested by the Trustees or the Adviser.

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE FUND. (a) The Adviser hereby appoints the Sub-Adviser as investment adviser, on the terms and conditions set forth herein, for the portion of the Fund’s assets that the Adviser determines in its sole discretion to assign to the Sub-Adviser from time to time (referred to in this Agreement as the “Managed Portion”). The Adviser may, from time to time, make additions to, and withdrawals from, those Fund assets assigned to the Sub-Adviser. The Sub-Adviser accepts these terms and agrees to render the services herein set forth and for the compensation provided on Schedule A to this Agreement (the “Agreement”). (b) Subject to the direction supervision and control of the Adviser and the Board of Trustees (the "“Trustees"”) of the Trust, the Sub-Adviser, at its expense, will furnish continuously an investment program for the Fund Managed Portion which shall at all applicable times meet the diversification requirements of Subchapters L and M under the Internal Revenue Code of 1986 1986, as amended (the "“Code"”). The Sub-Adviser, in its discretion, Adviser will make investment decisions on behalf of the Fund Managed Portion and place all orders for the its purchase and sale of portfolio securities. The Sub-Adviser shall have authority to instruct the custodian to: (i) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold in the Managed Portion, and (ii) deposit margin or collateral which shall include the transfer of money, securities or other property to the extent necessary to meet the obligations of the Managed Portion with respect to any investments made pursuant to the investment guidelines set forth in the Prospectus and Statement of Additional Information (“Investment Guidelines”). All cash and the indicia of ownership of all other investments shall be held by the Managed Portion’s custodian bank. The Sub-Adviser shall not be liable for any act or omission of such custodian bank. The Sub-Adviser is authorized to effect cross transactions between the Managed Portion and other accounts managed by the Sub-Adviser and its affiliates. The Sub-Adviser will be an independent contractor and will not have authority to act for or represent the Trust or Adviser in any way or otherwise be deemed an agent of the Trust or Adviser Adviser, except as expressly authorized in this Agreement or another writing signed by the Trust, Adviser and the Sub-Adviser. (bc) The Sub-Adviser, at its expense, will furnish (i) all necessary investment and management facilities, including salaries of personnel, required for it to execute its duties faithfully and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund Managed Portion (excluding determination of net asset value per share, portfolio accounting and shareholder accounting services). Notwithstanding any other provision to the contrary, the Sub-Adviser shall have no obligation to perform the following services or to have employees of the Sub-Adviser perform the following roles, as applicable: (a) shareholder services or support functions, such as responding to shareholders’ questions about the Funds or its investments or strategies; (b) providing legal advice to the Funds; (c) providing employees of the Sub-Adviser to serve as officers of the Funds; or (d) providing employees of the Sub-Adviser to serve as the Funds’ Chief Compliance Officer and associated staff. The Sub-Adviser shall be responsible for commercially reasonable expenses relating to the printing and mailing of legally required supplements to the Fund's ’s registration statement, provided statement that such supplements relate solely to are necessitated by a change in control of the Sub-Adviser or any change in the portfolio manager or managers assigned by the Sub-Adviser to manage the FundManaged Portion. In the event that two or more sub-advisers each require a supplement simultaneously, the expense of each supplement will be shared pro rata with such other sub-adviser(s) based upon the number of pages required by each such sub-adviser. The Adviser agrees to use an economical means reasonably available to prepare, produce and distribute the supplements and upon request, will furnish to Sub-Adviser proof of the expenses incurred. (cd) The Sub-Adviser shall vote proxies relating to the Fund's Managed Portion’s investment securities in accordance with Sub-Adviser's ’s proxy voting guidelines and procedures in effect from time to time, and shall review its proxy voting activities on a periodic basis with the Trustees. The Trust or Adviser may withdraw the proxy voting authority granted to the Sub-Adviser pursuant to this Section at any time upon written notice. The investment authority granted to the Sub-Adviser shall further include the authority to exercise whatever powers the Adviser may possess with respect to any of its assets held in the Managed Portion, including, but not limited to, the power to exercise rights, options, warrants, conversion privileges, and redemption privileges, and to tender securities pursuant to a tender offer. The Sub-Adviser will not file class action claim forms or otherwise exercise any rights the Adviser may have with respect to participating in, commencing or defending suits or legal proceedings involving securities or issuers of securities held in, or formerly held in, the Managed Portion, unless the Sub-Adviser and the Adviser mutually agree that the Sub-Adviser may take such actions. (de) The Sub-Adviser will select brokers and dealers to effect all portfolio transactions subject to the conditions set forth herein. herein (except to the extent such transactions are effected in accordance with such policies or procedures as may be established by the Trustees.) In the selection of selecting brokers, dealers or futures commission merchants and the placing of orders for the purchase and sale of portfolio investments for the Fundinvestments, the Sub-Adviser shall use its best efforts to obtain for the Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. The Adviser reserves the right to direct the Sub-Adviser Adviser, upon written notice notice, not to execute transactions through any particular broker(s) or dealer(s), and the Sub-Adviser agrees to comply with such request on a prospective basis within ten business days of receiving written notice. In using its best efforts to obtain for the Fund the most favorable price and execution available, the Sub-Adviser Adviser, bearing in mind the Managed Portion’s best interests at all times, shall consider all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker, dealer, or futures commission merchant involved; and the quality of service rendered by the broker, dealer or futures commission merchant in other transactions. Subject to such policies as the Trustees may determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund Managed Portion to pay a broker, dealer or futures commission merchant that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker, dealer or futures commission merchant would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker, dealer or futures commission merchant, viewed in terms of either that particular transaction or the Sub-Adviser's ’s over-all responsibilities with respect to the Fund Managed Portion and to other clients of the Sub-Adviser or its affiliates as to which the Sub-Adviser or its affiliates exercises investment discretion. The Sub-Adviser shall maintain records adequate to demonstrate compliance with this sectionSection. The Sub-Adviser shall not be liable for any act or omission of any brokerage firm or firms or counterparties designated by the Adviser or chosen by the Sub-Adviser with reasonable care. The Sub-Adviser may delegate trade execution and other support functions (but not portfolio management) to its affiliates and may delegate back office services to State Street Investment Manager Solutions, LLC and its affiliates and may share such information as necessary to accomplish these purposes. In all cases, the Sub-Adviser shall remain liable as if such services were provided directly. No additional fees shall be imposed for such services except as otherwise agreed. The Sub-Adviser is authorized on behalf of the Managed Portion to (i) enter into agreements and execute any documents (e.g., any derivatives documentation such as exchange traded and over-the-counter, as applicable) required to make investments pursuant to the Investment Guidelines which shall include any market and/or industry standard documentation and the standard representations contained therein; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund Managed Portion as well as other clients of the Sub-Adviser, the Sub-Adviser Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable overall executionprice or lower brokerage commissions and efficient execution and to elect, where appropriate and in the best interest of the Fund, real time reporting delays relating to large notional swap trades. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in compliance with Section 17(d) of the Investment Company Act of 1940 and the rules established thereunderAct, Section 206 of the Investment Advisers Act of 1940 and any rules established thereunderthereunder (the “Advisers Act”), and pursuant to policies adopted by the Sub-Adviser and approved by the Trustees. The Sub-Adviser is expressly authorized to rely upon any and all instructions, approvals and notices given on behalf of the Adviser by any one or more of those persons designated as representatives of the Adviser whose names and titles are included in a Secretary Certificate, Incumbency Certificate, or similar document indicating that the persons designated as representatives have the authority to bind the Trust. The Adviser may amend such document from time to time by written notice to the Sub-Adviser. The Sub-Adviser shall continue to rely upon these instructions until notified by the Adviser to the contrary. (ef) The Sub-Adviser will provide advice and assistance to the Adviser as to the determination of the fair value of certain investments where market quotations are not readily available for purposes of calculating the Fund’s net asset value of the Fund in accordance with valuation procedures and methods established by the Trustees. (fg) The Sub-Adviser shall furnish the Adviser and the Board of Trustees with such reasonable information and reports regarding the Fund's investments as the Adviser deems appropriate or as the Board of Trustees shall reasonably request. The Sub-Adviser shall make its officers and employees who provide key services for the Managed Portion reasonably available from time to time, including attendance at Board of Trustees Trustees’ Meetings, at such reasonable times as the parties may agree to review the Fund’s investment policies of the Fund and to consult with the Adviser or the Board of Trustees regarding the Managed Portion’s investment affairs of the Fundaffairs. (gh) The Sub-Adviser shall not consult with any other sub-adviser to either the Fund or a sub-adviser to a portfolio that is under common control with any other account managed by the Fund Adviser concerning the assets of the Fund’s assets, except as permitted by the Fund’s policies and procedures of the Fundprocedures. (hi) In the performance of its duties, the Sub-Adviser shall be subject to, and shall perform in accordance with, the following: (i) provisions of the organizational documents of the Trust that are applicable apply to the FundFund where the Adviser has furnished such applicable provisions to the Sub-Adviser; (ii) the investment objectives, policies and restrictions of the Fund as stated in the Fund's ’s currently effective Prospectus and Statement of Additional Information ("“SAI"”) as amended from time , and any amendments thereto, that have been furnished to timethe Sub-Adviser by the Adviser; (iii) the Investment Company Act of 1940 (federal securities laws, including without limit the "1940 Act") , the Advisers Act, and the Investment Advisers Act of 1940 (the "Advisers Commodity Exchange Act"); (iv) any reasonable written instructions and directions of the Trustees, the Adviser Adviser, or Fund managementmanagement that are provided to Sub-Adviser; and (v) its the Sub-Adviser’s general fiduciary responsibility to the Fundresponsibilities under applicable law. (ij) The Sub-Adviser shall assist provide reasonable assistance to the Fund in the preparation of its registration statementstatements, prospectusprospectuses, shareholder reports, certain marketing materials and other regulatory filings, or any amendment or supplement thereto (collectively, "“Regulatory Filings"”) and shall provide the Fund with disclosure for use to the extent legally required to be disclosed in the Fund's ’s Regulatory FilingsFilings and equivalent to disclosure contained in the registration statements of funds sponsored by the Sub-Adviser, including, without limitation, any requested required disclosure related to the Sub-Adviser's ’s investment management personnel, portfolio manager compensation, Codes of Ethics, firm description, investment management strategies and techniques, and proxy voting policies. (jk) The Sub-Adviser shall furnish the Adviser, the Board of Trustees and/or the Chief Compliance Officer of the Trust and/or the Adviser (the “CCO”) with such reasonable information, certifications and and/or reports as such persons may reasonably deem appropriate or may request from the Sub-Adviser regarding the Sub-Adviser's ’s compliance with applicable law, including: (i) Rule 206(4)-7 of the Advisers Act and Act; (ii) the Federal Securities Lawsfederal securities laws, as defined in Rule 38a-1 under the 1940 Act. Such information; (iii) the Commodity Exchange Act; and (iv) any and all other laws, certifications rules, and reports shall includeregulations, without limitationwhether foreign or domestic, those regarding in each case, applicable at any time to the Sub-Adviser's compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, Title V of the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Code of Ethics operations of the Sub-Adviser and certifications as its services to the validity of certain information included in the Fund's Regulatory FilingsManaged Portion. The Sub-Adviser shall make its officers and employees who provide key services for the Managed Portion (including its Chief Compliance Officer) reasonably available to the Adviser and/or the Chief Compliance Officer of the Trust and/or the Adviser CCO from time to time to examine and review the Sub-Adviser's ’s compliance program and its adherence thereto.

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE FUND. (a) The Adviser hereby appoints the Sub-Adviser as investment adviser, on the terms and conditions set forth in this Agreement, for the portion of the Fund’s assets that the Adviser determines in its sole discretion to assign to the Sub-Adviser from time to time (referred to in this Agreement as the “Managed Portion”). The Adviser may, from time to time, increase or reduce the amount of the Managed Portion. The Sub-Adviser accepts these terms and agrees to render the services herein set forth and for the compensation provided on Schedule A to this Agreement. (b) Subject to the direction supervision and control of the Adviser and the Board of Trustees (the "“Trustees"”) of the Trust, during the term of this Agreement, the Sub-Adviser, at its expense, will furnish continuously an investment program for the Fund Managed Portion which shall at all applicable times meet the diversification requirements of Subchapters L and M under the Internal Revenue Code of 1986 (the "“Code"”). The Sub-Adviser, in its discretion, Adviser will make investment decisions on behalf of the Fund Managed Portion and place all orders for the its purchase and sale of portfolio securities. The Sub-Adviser will be an independent contractor and will not have authority to act for or represent the Trust or Adviser in any way or otherwise be deemed an agent of the Trust or Adviser Adviser, except as expressly authorized in this Agreement or another writing signed by the TrustAdviser. The Sub-Adviser may delegate certain of Sub-Adviser’s duties hereunder to a Sub-Advisory Affiliate, provided that any such arrangements are entered into in accordance with all applicable requirements of the Investment Company Act of 1940 (the “1940 Act”). The Sub-Adviser acknowledges and agrees that any such delegation by the Sub-AdviserAdviser shall in no way relieve the Sub-Adviser of its duties and obligations hereunder, all such duties and obligations hereunder shall remain the sole responsibility of the Sub-Adviser as if no such delegation had occurred, Sub-Adviser shall at all times provide appropriate supervision and oversight of any such persons, and Sub-Adviser shall be fully responsible and liable for all actions or omissions to act by such persons. Sub-Adviser shall notify the Adviser promptly in writing at least ninety days in advance in the event that a Sub-Advisory Affiliate Agreement is to be amended in any material fashion. The Sub-Adviser acknowledges and agrees that the Sub-Advisory Affiliates are not parties to this Agreement and are not intended beneficiaries of this Agreement and that they have no rights under this Agreement. In addition to duties delegated to a Sub-Advisory Affiliate, to the extent permitted by law, the Sub-Adviser may from time to time employ or associate itself with such other person or persons, including affiliates, as it believes to be particularly fitted to assist it in the execution or performance of its obligations under this Agreement; provided, however, that the use of such persons does not relieve the Sub-Adviser from any obligation or duty under this Agreement, and provided no such person serves or acts as an investment adviser separate from the Sub-Adviser so as to require a new written contract pursuant to the 1940 Act and SEC interpretations. The Sub-Adviser shall remain liable for the performance of its obligations under this Agreement, and for the acts and omissions of its employees or associates. (bc) The Sub-Adviser, at its expense, will furnish (i) all necessary investment and management facilities, including salaries of personnel, required for it to execute its duties faithfully and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund Managed Portion (excluding determination of net asset value per share, portfolio accounting and shareholder accounting services). The Sub-Adviser shall be responsible for documented, commercially reasonable expenses relating to the printing and mailing of required supplements to the Fund's ’s registration statement, provided that such supplements relate solely to a change in control of the Sub-Adviser or any change in the portfolio manager or managers assigned by the Sub-Adviser to manage the FundAdviser. (cd) The Sub-Adviser shall vote proxies relating to the Fund's Managed Portion’s investment securities in accordance with the manner in which the Sub-Adviser's proxy voting guidelines and procedures Adviser believes to be in effect from time to timethe best interests of the Managed Portion, and shall review its proxy voting activities on a periodic basis with the Trustees. The Trust or Adviser may withdraw the proxy voting authority granted to the Sub-Adviser pursuant to this Section at any time upon written notice. (de) The Sub-Adviser will select brokers and dealers to effect all portfolio transactions subject to the conditions set forth herein. herein (except to the extent such transactions are effected in accordance with such policies or procedures as may be established by the Trustees and provided to the Sub-Adviser.) In the selection of selecting brokers, dealers or futures commission merchants and the placing of orders for the purchase and sale of portfolio investments for the Fundpursuant to services to be provided under this Agreement, the Sub-Adviser shall use its commercially reasonable best efforts to obtain for the Fund the most favorable price and execution available, except to the extent extent: (i) it may be permitted to pay higher brokerage commissions for brokerage and research services as described below; or (ii) the Adviser restricts the Sub-Adviser from executing transactions with particular broker(s) or dealers(s) as provided below. The Adviser reserves the right to direct the Sub-Adviser Adviser, upon written notice notice, not to execute transactions through any particular broker(s) or dealer(s), and the Sub-Adviser agrees to make reasonable efforts to comply with such request within ten business days of receiving written notice. In using its commercially reasonable best efforts to obtain for the Fund the most favorable price and execution available, the Sub-Adviser Adviser, bearing in mind the Managed Portion’s best interests at all times, shall consider all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker, dealer, or futures commission merchant involved; and the quality of service rendered by the broker, dealer or futures commission merchant in other transactions. Subject to such policies as the Trustees may determinedetermine and provide to the Sub-Adviser, the Sub-Adviser shall not be deemed to have acted unlawfully impermissibly or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund Managed Portion to pay a broker, dealer or futures commission merchant that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker, dealer or futures commission merchant would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker, dealer or futures commission merchant, viewed in terms of either that particular transaction or the Sub-Adviser's ’s over-all responsibilities with respect to the Fund Managed Portion and to other clients of the Sub-Adviser or its affiliates as to which the Sub-Adviser or its affiliates exercises investment discretion. The Sub-Adviser shall maintain records adequate to demonstrate compliance with this sectionSection. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund Managed Portion as well as other clients of the Sub-Adviser, the Sub-Adviser Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable overall price or lower brokerage commissions and/or better execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in compliance with Section 17(d) of the Investment Company Act of 1940 and the rules established thereunderAct, Section 206 of the Investment Advisers Act of 1940 1940, as amended (the “Advisers Act”) and any the rules established thereunder, and pursuant to policies adopted by the Sub-AdviserAdviser and approved by the Trustees. (ef) The Upon reasonable request, the Sub-Adviser will provide advice and assistance to the Adviser as to the determination of the fair value of certain investments where market quotations are not readily available for purposes of calculating the net asset value of the Fund Managed Portion in accordance with valuation procedures and methods established by the Trustees. (fg) The Sub-Adviser shall furnish the Adviser and the Board of Trustees with such information and reports regarding the Fund's investments as the Adviser reasonably deems appropriate or as the Board of Trustees shall reasonably requestrequest regarding the management of the Managed Portion. The Sub-Adviser shall make its and the Sub-Advisory Affiliates’ officers and employees available from time to time, including attendance at Board of Trustees Trustees’ Meetings, at such reasonable times as the parties may agree to review the Funds’ investment policies of (solely as they relate to the Fund Managed Portion) and to consult with the Adviser or the Board of Trustees regarding the investment affairs performance of the FundManaged Portion. (gh) The Sub-Adviser shall not consult with any other sub-adviser to the Fund Funds or a sub-adviser to a portfolio that is under common control with any other account managed by the Fund Adviser concerning the assets of the FundFunds, except except: (i) as permitted by the each Fund’s policies and procedures procedures; or (ii) with Sub-Advisory Affiliates. Notwithstanding the foregoing, Sub-Adviser shall not be prohibited from consulting with any of its affiliates concerning transactions in securities or other assets generally (i.e., without reference to the Funds), and Sub-Adviser shall not be prohibited from consulting with any of the Fundother covered advisers concerning compliance with paragraphs (a) and (b) of Rule 12d3-1 of the 1940 Act. (hi) In the performance of its duties, the Sub-Adviser shall be subject to, and shall perform in accordance with, the following: (i) provisions of the organizational documents of the Trust that are applicable apply to the Fund; (ii) the investment objectives, policies and restrictions of the Fund as stated in the Fund's ’s currently effective Prospectus and Statement of Additional Information ("“SAI") as amended from time to time”); (iii) the Investment Company Act of 1940 (federal securities laws, including without limit the "1940 Act") , the Advisers Act, and the Investment Advisers Act of 1940 (the "Advisers Commodity Exchange Act"); (iv) any written instructions and directions of the Trustees, the Adviser Adviser, or Fund management; and (v) its the Sub-Adviser’s general fiduciary responsibility responsibilities under applicable law; provided, however, that, in the case of (i) and (ii), Sub-Adviser shall only be subject to the Fundextent that such documents have been actually provided to the Sub-Adviser. (ij) The Sub-Adviser shall assist provide reasonable assistance, but only with respect to the Fund services provided pursuant to this Agreement, in the preparation of its registration statementstatements, prospectusprospectuses, shareholder reports, certain marketing materials and other regulatory filings, or any amendment or supplement thereto (collectively, "“Regulatory Filings"”) and shall provide the Fund with disclosure for use in the Fund's in, or as may be required by, Regulatory Filings, including, without limitation, any requested disclosure related to the Sub-Adviser's ’s and the Sub-Advisory Affiliates’ investment management personnel, portfolio manager compensation, Codes of Ethics, firm description, investment management strategies and techniques, and proxy voting policies. (jk) The Sub-Adviser shall furnish the Adviser, the Board of Trustees and/or the Chief Compliance Officer of the Trust and/or the Adviser (the “CCO”) with such information, certifications and reports as such persons may reasonably deem appropriate or may reasonably request from the Sub-Adviser regarding the Sub-Adviser's ’s and the Sub-Advisory Affiliates’ compliance with applicable law in connection with its services to the Managed Portion, including: (i) Rule 206(4)-7 of the Advisers Act and Act; (ii) the Federal Securities Lawsfederal securities laws, as defined in Rule 38a-1 under the 1940 Act. Such information; (iii) the Commodity Exchange Act; and (iv) any and all other laws, certifications rules, and reports shall includeregulations, without limitationwhether foreign or domestic, those regarding in each case, applicable at any time to the Sub-Adviser's compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, Title V of the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Code of Ethics operations of the Sub-Adviser and certifications as with respect to the validity provision of certain information included in its services to the Fund's Regulatory FilingsManaged Portion. The Sub-Adviser shall make its and the Sub-Advisory Affiliates’ officers and employees (including its Chief Compliance Officer) available to the Adviser and/or the Chief Compliance Officer of the Trust and/or the Adviser CCO from time to time to examine and review the Sub-Adviser's ’s and the Sub-Advisory Affiliates’ compliance program and its adherence thereto. (l) The Sub-Adviser shall have no power, authority, responsibility, or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Managed Portion, including, without limitation, to file proofs of claim or other documents related to such proceedings (the “Litigation”), or to investigate, initiate, supervise, or monitor the Litigation involving the Managed Portion, and Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Sub-Adviser agrees that it shall provide Adviser with any and all documentation or information relating to the Litigation as may reasonably be requested by Adviser. (m) The Sub-Adviser, as the Fund’s agent and attorney-in-fact, may, when it deems appropriate and without prior consultation with the Adviser or the Fund, purchase, sell, exchange or convert foreign currency in the spot or forward markets in connection with portfolio trades as agent, at the market rate, as determined by the Sub-Adviser in its sole discretion. Conversion of currencies into and out of the base currency of the Fund in unrestricted markets with respect to portfolio trades shall be performed by the Sub-Adviser. Conversion of currencies into and out of the base currency of the Fund in restricted markets and income repatriation shall generally be the responsibility of the Fund’s custodian. (n) The Sub-Adviser is authorized, on behalf of the Fund, to open brokerage accounts and to execute, on its own behalf or on behalf of the Fund, account documentation, agreements, contracts and other documents requested by brokers, dealers, counterparties and other persons in connection with Sub-Adviser’s duties under this Agreement. In such respect, Sub-Adviser shall act as the Adviser’s and the Fund’s agents and attorneys in fact. The Sub-Adviser is authorized, on behalf of the Fund, to enter into futures account agreements, ISDA master agreements and related documents, and to open accounts and take other necessary or appropriate actions related thereto, in accordance with Trust procedures. (o) The Adviser represents that the Fund is a “qualified eligible person” within the meaning of Commodity Futures Trading Commission (“CFTC”) Regulations Rule 4.7 and, as such, consents to the Sub-Adviser treating any futures accounts established by the Sub-Adviser in the name and on behalf of the Fund in accordance with the exemption contained in CFTC Regulations Rule 4.7.

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE FUND. (a) Subject to the direction and control of the Board of Trustees (the "Trustees") of the Trust, the Sub-Adviser, at its expense, will furnish continuously an investment program for the Fund which shall meet Fund. In the performance of its duties and obligations under this Agreement, the Sub-Adviser will comply with the diversification requirements of Subchapters L and M under Section 817(h) of the Internal Revenue Code of 1986 1986, as amended (the "Code"). The Sub-Adviser, in its discretion, Adviser will make investment decisions on behalf of the Fund and place all orders for the purchase and sale of portfolio securities. The Sub-Adviser will be an independent contractor and will not have authority to act for or represent the Trust or Adviser in any way or otherwise be deemed an agent of the Trust or Adviser except as expressly authorized in this Agreement or another writing by the Trust, Adviser and the Sub-Adviser. (b) The Sub-Adviser, at its expense, will furnish (i) all necessary investment and management facilities, including salaries of personnel, required for it to execute its duties faithfully and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund (excluding determination of net asset value per share, portfolio accounting and shareholder accounting services). The Sub-Adviser shall be responsible for commercially reasonable expenses relating to the printing and mailing of required supplements to the Fund's registration statement, provided that such supplements relate solely to a change in control of the Sub-Adviser or any change in the portfolio manager or managers assigned by the Sub-Adviser to manage the Fund. (c) The Sub-Adviser shall vote proxies relating to the Fund's investment securities in accordance with Sub-Adviser's its own proxy voting guidelines policies and procedures in effect from time to timeprocedures, and shall review its proxy voting activities on a periodic basis with the Trustees. The Trust or Adviser may withdraw the authority granted to the Sub-Adviser pursuant to this Section at any time upon written notice. (d) The Sub-Adviser will select brokers and dealers to effect all portfolio transactions subject to the conditions set forth herein. herein (except to the extent such transactions are effected in accordance with such policies or procedures as may be established by the Board of Trustees and received by the Sub-Adviser.) In the selection of brokers, dealers or futures commission merchants and the placing of orders for the purchase and sale of portfolio investments for the Fund, the Sub-Adviser shall use its best efforts to obtain for the Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. The Adviser reserves the right to direct the Sub-Adviser upon written notice not to execute transactions through any particular broker(s) or dealer(s), and the Sub-Adviser agrees to comply with such request within ten business days of receiving written notice. In using its best efforts to obtain for the Fund the most favorable price and execution available, the Sub-Adviser Adviser, bearing in mind the Fund's best interests at all times, shall consider all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker, dealer, or futures commission merchant involved; and the quality of service rendered by the broker, dealer or futures commission merchant in other transactions. Subject to such policies as the Trustees may determinedetermine and to the extent such policies are received by the Sub-Adviser, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker, dealer or futures commission merchant that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker, dealer or futures commission merchant would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker, dealer or futures commission merchant, viewed in terms of either that particular transaction or the Sub-Adviser's over-all responsibilities with respect to the Fund and to other clients of the Sub-Adviser or its affiliates as to which the Sub-Adviser or its affiliates exercises investment discretion. The Sub-Adviser shall maintain records adequate to demonstrate compliance with this section. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable overall price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in compliance with Section 17(d) of the Investment Company Act of 1940 and the rules established thereunder, Section 206 of the Investment Advisers Act of 1940 and any rules established thereunder, and pursuant to policies adopted by the Sub-AdviserAdviser and approved by the Board of Trustees of the Fund. (e) The Sub-Adviser will provide advice and assistance to the Investment Adviser as to the determination of the fair value of certain investments where market quotations are not readily available for purposes of calculating net asset value of the Fund in accordance with valuation procedures and methods established by the Trustees. (f) The Sub-Adviser shall furnish the Adviser and the Board of Trustees with such information and reports regarding the Fund's investments as the Adviser deems appropriate or as the Board of Trustees shall reasonably request. The Sub-Adviser shall make its officers and employees available from time to time, including attendance at Board of Trustees Meetings, at such reasonable times as the parties may agree to review investment policies of the Fund and to consult with the Adviser or the Board of Trustees regarding the investment affairs of the Fund. (g) The Sub-Adviser shall not consult with any other sub-adviser to the Fund or a sub-adviser to a portfolio that is under common control with the Fund concerning the assets of the Fund, except as permitted by the policies and procedures of the FundFund which shall be provided to the Sub-Adviser. (h) In the performance of its duties, the Sub-Adviser shall be subject to, and shall perform in accordance with, with the following, to the extent that the Sub-Adviser receives them from the Adviser or the Trust: (i) provisions of the organizational documents of the Trust that are applicable to the Fund; (ii) the investment objectives, policies and restrictions of the Fund as stated in the Fund's currently effective Prospectus and Statement of Additional Information ("SAI") as amended from time to time; (iii) the Investment Company Act of 1940 (the "1940 Act") and the Investment Advisers Act of 1940 (the "Advisers Act"); (iv) any written instructions and directions of the Trustees, the Adviser or Fund management; and (v) its general fiduciary responsibility to the Fund. (i) The Sub-Adviser shall assist the Fund in the preparation of its registration statement, prospectus, shareholder reports, marketing materials and other regulatory filings, or any amendment or supplement thereto (collectively, "Regulatory Filings") and shall provide the Fund with disclosure for use in the Fund's Regulatory Filings, including, without limitation, any requested disclosure related to the Sub-Adviser's investment management personnel, portfolio manager compensation, Codes of Ethics, firm description, investment management strategies and techniques, and proxy voting policies. (j) The Sub-Adviser shall furnish the Adviser, the Board of Trustees and/or the Chief Compliance Officer of the Trust and/or the Adviser with such information, certifications and reports as such persons may reasonably deem appropriate or may request from the Sub-Adviser regarding the Sub-Adviser's compliance with Rule 206(4)-7 of the Advisers Act and the Federal Securities Laws, as defined in Rule 38a-1 under the 1940 Act, related to the services rendered hereunder. Such information, certifications and reports shall include, without limitation, those regarding the Sub-Adviser's compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, ; Title V of the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Code of Ethics of the Sub-Adviser and certifications as to the validity of certain information included in the Fund's Regulatory Filings. The Sub-Adviser shall make its officers and employees (including its Chief Compliance Officer) available to the Adviser and/or the Chief Compliance Officer of the Trust and/or the Adviser from time to time to examine and review the Sub-Adviser's compliance program and its adherence thereto. (k) The Adviser agrees to provide or cause to be provided to the Sub-Adviser on an ongoing basis a list of all publicly traded affiliates of the Adviser which may not be purchased by the Fund and a list of all brokers and underwriters affiliated with the Adviser for reporting transactions under applicable provisions of the Investment Company Act.

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE FUND. (a) The Adviser hereby appoints the Sub-Adviser as investment adviser, on the terms and conditions set forth herein, for the portion of the Fund’s assets that the Adviser determines in its sole discretion to assign to the Sub-Adviser from time to time (referred to in this Agreement as the “Managed Portion”). The Adviser may, from time to time, make additions to, and withdrawals from, those Fund assets assigned to the Sub-Adviser. The Sub-Adviser accepts these terms and agrees to render the services herein set forth and for the compensation provided on Schedule A to this Agreement. (b) Subject to the direction supervision and control of the Adviser and the Board of Trustees (the "“Trustees"”) of the Trust, the Sub-Adviser, at its expense, Adviser will furnish continuously an investment program for the Fund Managed Portion which shall at all applicable times meet the diversification requirements of Subchapters L the applicable provisions of Subchapter M and M Section 817(h) under the Internal Revenue Code of 1986 (the "“Code"”). The Sub-Adviser, in its discretion, Adviser will make investment decisions on behalf of the Fund Managed Portion and place all orders for its purchase, sale, investment, maintenance and reinvestment of portfolio securities and/or instruments, including the purchase and sale of portfolio securitiesshares of other investment funds managed by the Sub-Adviser. The Sub-Adviser will be an independent contractor and will not have authority to act for or represent the Trust or Adviser in any way or otherwise be deemed an agent of the Trust or Adviser Adviser, except as expressly authorized in this Agreement or another writing signed by the Trust, Adviser and the Sub-Adviser. (bc) The Sub-Adviser, at its expense, will furnish (i) all necessary investment and management facilities, including salaries of personnel, required for it to execute its duties hereunder faithfully and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for it to perform its duties and obligations hereunder (for the efficient conduct avoidance of doubt, this does not include providing administrative services to the investment affairs of the Fund (excluding Fund, determination of net asset value per share, portfolio accounting and shareholder accounting services). Sub-Adviser shall not be obligated to pay any expenses of the Adviser, the Trust, or the Fund, including without limitation: (a) interest and taxes; (b) brokerage commissions and other costs in connection with the purchase or sale of securities or other financial instruments for the Managed Portion; and (c) custodian fees and expenses. The Sub-Adviser shall be responsible for commercially reasonable expenses relating to the printing and mailing of required supplements to the Fund's ’s registration statement, provided that such supplements relate solely to a change in control of the Sub-Adviser or any change in the portfolio manager or managers assigned by the Sub-Adviser to manage the Managed Portion and named in the Fund’s prospectus. (cd) The Sub-Adviser shall vote proxies relating to the Fund's Managed Portion’s investment securities in accordance with Sub-Adviser's ’s proxy voting guidelines and procedures in effect from time to time, and shall review provide a record of its proxy voting activities on a periodic basis with the Trustees. The Trust or Adviser may withdraw the proxy voting authority granted to the Sub-Adviser pursuant to this Section at any time upon written notice. (de) The Sub-Adviser will select brokers and dealers to effect all portfolio transactions for the Managed Portion subject to the conditions set forth herein. herein (except to the extent such transactions are effected in accordance with such policies or procedures as may be established by the Trustees and agreed to by Sub-Adviser.) In the selection of selecting brokers, dealers or futures commission merchants and the placing of orders for the purchase and sale of portfolio investments for the Fundinvestments, the Sub-Adviser shall use its best efforts to obtain for the Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. The Adviser reserves the right to direct the Sub-Adviser Adviser, upon written notice notice, not to execute transactions through any particular broker(s) or dealer(s), and the Sub-Adviser agrees to comply with such request within ten business days of receiving written noticeas soon as reasonably practicable. In using its best efforts to obtain for the Fund the most favorable price and execution available, the Sub-Adviser shall consider all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker, dealer, or futures commission merchant involved; and the quality of service rendered by the broker, dealer or futures commission merchant in other transactions. Subject to such policies as the Trustees may determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund Managed Portion to pay a broker, dealer or futures commission merchant that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker, dealer or futures commission merchant would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker, dealer or futures commission merchant, viewed in terms of either that particular transaction or the Sub-Adviser's ’s over-all responsibilities with respect to the Fund Managed Portion and to other clients of the Sub-Adviser or its affiliates as to which the Sub-Adviser or its affiliates exercises investment discretion. The Sub-Adviser shall maintain records adequate to demonstrate compliance with this sectionSection. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund Managed Portion as well as other clients of the Sub-Adviser, the Sub-Adviser Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable overall price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in compliance with Section 17(d) of the Investment Company Act of 1940 and the rules established thereunderAct, Section 206 of the Investment Advisers Act of 1940 and any rules established thereunderthereunder (the “Advisers Act”), and pursuant to policies adopted by the Sub-AdviserAdviser and approved by the Trustees. (ef) The Sub-Adviser is hereby granted the authority to negotiate, execute and enter into brokerage contracts, futures account agreements, derivatives agreements, risk disclosure and other agreements (including, but not limited to, collateral account control agreements) on behalf of the Fund, with respect to the Managed Portion, with brokers, dealers, futures commission merchant, banks, custodians or other agents or counterparties (each, a “Broker”) and perform such functions as it considers reasonable, necessary or convenient in order to carry out the purposes of this Agreement. The Adviser understands the Fund will be bound by the terms of agreements executed by Sub-Adviser on the Fund’s behalf to the same extent as if the Fund or the Adviser had executed such agreement directly. Under most such agreements, a broker is generally granted a lien on, and a right to set off against, any of the Fund’s assets held in other accounts of the Fund maintained by such broker, if any, in order to satisfy any indebtedness arising out of the trading activity, and the broker has the right to liquidate the Fund’s account in the event of a default. The Fund will remain liable for any amounts owed to broker including any debit balances, losses or other amounts due as a result of the Sub-Advisers trading on the Fund’s behalf with respect to the Managed Portion, including commissions. Notwithstanding anything to the contrary in this Agreement, except as otherwise specified by notice from the Adviser or the Fund to the Sub-Adviser, the Sub-Adviser may establish accounts in the name of the Fund and place orders for the execution of transactions in accordance with the investment guidelines hereunder with or through any Broker that the Sub-Adviser may select in its own discretion and without notice to the Adviser or the Fund. Such Brokers are authorized to act on instructions from the Sub-Adviser, including, but not limited to instructions with respect to transferring money, securities or other property between accounts held by such Broker or elsewhere on behalf of the Fund and to instruct the receipt or delivery of securities or property on behalf of the Fund. Brokers may rely on instructions from the Sub-Adviser until they have received written notice of the Adviser’s revocation, provided, however, that such revocation shall not be effective with respect to open positions or outstanding orders submitted by the Sub-Adviser but not yet executed. (g) The Sub-Adviser will provide advice and assistance to the Adviser Adviser, upon its reasonable request, as to the determination of the fair value of certain investments of the Managed Portion where market quotations are not readily available for purposes of calculating the Fund’s net asset value of the Fund in accordance with valuation procedures and methods established by the Trustees. (fh) The Sub-Adviser shall furnish the Adviser and the Board of Trustees with such information and reports regarding the Fund's investments Managed Portion as the Adviser deems appropriate or as the Board of Trustees shall reasonably request. The Sub-Adviser shall make certain of its officers and employees available from time to time, including attendance at Board of Trustees Trustees’ Meetings, at such reasonable times as the parties may agree to review the Fund’s investment policies of the Fund and to consult with the Adviser or the Board of Trustees regarding the Managed Portion’s investment affairs of the Fundaffairs. (gi) The Sub-Adviser shall not consult with any other sub-adviser to either the Fund or a sub-adviser to a portfolio that is under common control with any other account managed by the Fund Adviser concerning the assets of the Fund’s assets, except as permitted by the Fund’s policies and procedures procedures. (j) Copies of the Fund. (h) ’s Prospectus and Statement of Additional Information and organizational documentation of the Trust that apply to the Fund, each as currently in effect, have been or will be delivered to the Sub-Adviser prior to the execution of this Agreement. In the performance of its duties, the Sub-Adviser shall be subject to, and shall perform in accordance with, the following: (i) provisions of the organizational documents of the Trust that are applicable apply to the Fund; (ii) the investment objectives, policies and restrictions of the Fund as stated in the Fund's ’s currently effective Prospectus and Statement of Additional Information ("“SAI") as amended from time to time”); (iii) the Investment Company Act applicable provisions of 1940 (the "federal securities laws, including without limit the 1940 Act") , the Advisers Act, and the Investment Advisers Act of 1940 (the "Advisers Commodity Exchange Act"); (iv) any written instructions and directions of the Trustees, the Adviser Adviser, or Fund managementmanagement (whom are identified by the Adviser as authorized persons), provided that Sub-Adviser is given a reasonable amount of time to implement such instructions and such instructions do not cause Sub-Adviser to breach any legal, tax or regulatory requirement applicable to the Sub-Adviser; and (v) its the Sub-Adviser’s general fiduciary responsibility responsibilities under applicable law. The Sub-Adviser will not be bound to follow any change in the items listed in subsections (i) and (ii) above, however, (A) until it has received written notice of any such change from the Adviser, (B) until it has been given a reasonable amount of time to implement such change, and (C) if such change would cause the Sub-Adviser to breach any legal, tax or regulatory requirements applicable to the FundSub-Adviser, provided that the Sub-Adviser shall promptly notify the Adviser in writing in the event the Sub-Adviser determines that implementing any such change would cause the Sub-Adviser to breach any legal, tax or regulatory requirements applicable to the Sub-Adviser. The Adviser shall timely furnish the Sub-Adviser with such additional information as may be reasonably necessary for or requested by the Sub-Adviser to perform its responsibilities pursuant to this Agreement. (ik) The Sub-Adviser shall assist the Fund in the preparation of its registration statementstatements, prospectusprospectuses, shareholder reports, certain marketing materials and other regulatory filings, or any amendment or supplement thereto thereto, solely with respect to the Managed Portion (collectively, "“Regulatory Filings"”) and shall provide by providing the Fund with disclosure for use in in, and that is required by, the Fund's ’s Regulatory Filings, solely with respect to the Managed Portion and the Sub-Adviser’s management thereof, including, without limitation, any requested required disclosure related to the Sub-Adviser's ’s investment management personnel, portfolio manager compensation, Codes of Ethics, firm description, investment management strategies and techniques, and proxy voting policies. For the avoidance of doubt, the above provisions require only the assistance of the Sub-Adviser. Sub-Adviser shall not be responsible for the preparation or filing of any Regulatory Filings and/or reports required of the Trust or Fund by any governmental or regulatory agency except as expressly agreed in writing by the Sub-Adviser. (jl) The Sub-Adviser shall furnish the Adviser, the Board of Trustees and/or the Chief Compliance Officer of the Trust and/or the Adviser (the “CCO”) with such information, certifications and reports as such persons may reasonably deem appropriate or may request from the Sub-Adviser regarding the Sub-Adviser's ’s compliance with applicable law (as it relates to services provided by Sub-Adviser hereunder), including: (i) Rule 206(4)-7 of the Advisers Act and Act; (ii) the Federal Securities Lawsfederal securities laws, as defined in Rule 38a-1 under the 1940 Act. Such information; (iii) the Commodity Exchange Act; and (iv) any and all other laws, certifications rules, and reports shall includeregulations, without limitationwhether foreign or domestic, those regarding in each case, applicable at any time to the Sub-Adviser's compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, Title V of the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Code of Ethics operations of the Sub-Adviser and certifications as its services to the validity of certain information included in the Fund's Regulatory FilingsManaged Portion. The Sub-Adviser shall make its officers and employees (including its Chief Compliance Officer) available to the Adviser and/or the Chief Compliance Officer of the Trust and/or the Adviser CCO from time to time time, upon reasonable advance notice, to examine and review the Sub-Adviser's ’s compliance program and its adherence thereto.

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE FUND. (a) Subject to the direction and control of the Board of Trustees (the "“Trustees"”) of the Trust, the Sub-Adviser, at its expense, will furnish continuously an investment program for the Fund which shall meet Fund. In the performance of its duties and obligations under this Agreement, the Sub-Adviser will comply with the diversification requirements of Subchapters L and M under the Internal Revenue Code of 1986 1986, as amended (the "“Code"”). The Sub-Adviser, in its discretion, Adviser will make investment decisions on behalf of the Fund and place all orders for the purchase and sale of portfolio securities. The Sub-Adviser will be an independent contractor and will not have authority to act for or represent the Trust or Adviser in any way or otherwise be deemed an agent of the Trust or Adviser except as expressly authorized in this Agreement or another writing by the Trust, Adviser and the Sub-Adviser. The Sub-Adviser may execute account documentation, agreements, contracts and other documents requested by brokers, dealers, counterparties and other persons in connection with its management of the Fund, including, without limitation, transaction term sheets and confirmations, certifications regarding the Fund’s status as an accredited investor, qualified institutional buyer or qualified purchaser and certifications regarding other factual matters as may be requested by brokers, dealers or counterparties in connection with the Sub-Adviser’s management of the Fund’s assets. In such respect, and only for this limited purpose, the Sub-Adviser shall act as the Adviser’s, the Trust’s and the Fund’s agent and attorney-in-fact. (b) The Sub-Adviser, at its expense, will furnish (i) all necessary investment and management facilities, including salaries of personnel, required for it to execute its duties faithfully and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund (excluding determination of net asset value per share, portfolio accounting and shareholder accounting services). The Sub-Adviser shall be responsible for commercially reasonable expenses relating to the printing and mailing of required supplements to the Fund's ’s registration statement, provided that such supplements relate solely to a change in control of the Sub-Adviser or any change in the portfolio manager or managers assigned by the Sub-Adviser to manage the Fund, and further provided that the Adviser provides the Sub-Adviser with an estimate of expenses in advance of distribution of the supplement. (c) The Sub-Adviser shall vote proxies relating to the Fund's ’s investment securities in accordance with Sub-Adviser's its own proxy voting guidelines policies and procedures in effect from time to timeprocedures, and shall review its proxy voting activities on a periodic basis with the Trustees. The Trust or Adviser may withdraw the authority granted to the Sub-Adviser pursuant to this Section at any time upon written notice. (d) The Sub-Adviser shall not be responsible for filing proofs of claim or other claims-related documents or otherwise for filing documentation that enables the Fund to participate in class action litigation and other litigation settlements, regulatory settlements, and bankruptcy proceedings with respect to securities held by the Fund. The Sub-Adviser shall not have the obligation to commence or defend lawsuits or other legal actions on behalf of the Adviser or the Fund brought by or against third parties, including lawsuits and legal actions brought by or against the Adviser or the Fund relating to securities purchased by the Fund. (e) The Sub-Adviser shall (i) determine the manner in which all rights to consent to corporate actions, conversion rights, subscription rights, tender rights, appraisal rights and any other corporate action rights pertaining to any portfolio securities held in the Fund shall be exercised, and/or (ii) execute all such certificates, proxies, consents and other documents necessary or appropriate to effectuate the powers of the Sub-Adviser under this Agreement. (f) The Sub-Adviser will select brokers and dealers to effect all portfolio transactions subject to the conditions set forth herein. herein (except to the extent such transactions are effected in accordance with such policies or procedures as may be established by the Board of Trustees and received by the Sub-Adviser.) In the selection of brokers, dealers or futures commission merchants and the placing of orders for the purchase and sale of portfolio investments for the Fund, the Sub-Adviser shall use its best efforts seek to obtain for the Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. The Adviser reserves the right to direct the Sub-Adviser upon written notice not to execute transactions through any particular broker(s) or dealer(s), and the Sub-Adviser agrees to comply with such request within ten business days of receiving written notice. In using its best efforts seeking to obtain for the Fund the most favorable price and execution available, the Sub-Adviser Adviser, bearing in mind the Fund’s best interests at all times, shall consider all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker, dealer, or futures commission merchant involved; and the quality of service rendered by the broker, dealer or futures commission merchant in other transactions. Subject to such policies as the Trustees may determinedetermine and to the extent such policies are received by the Sub-Adviser, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker, dealer or futures commission merchant that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker, dealer or futures commission merchant would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker, dealer or futures commission merchant, viewed in terms of either that particular transaction or the Sub-Adviser's ’s over-all responsibilities with respect to the Fund and to other clients of the Sub-Adviser or its affiliates as to which the Sub-Adviser or its affiliates exercises investment discretion. The Sub-Adviser shall maintain records adequate to demonstrate compliance with this section. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable overall price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in compliance with Section 17(d) of the Investment Company Act of 1940 and the rules established thereunder, Section 206 of the Investment Advisers Act of 1940 and any rules established thereunder, and pursuant to policies adopted by the Sub-AdviserAdviser and approved by the Board of Trustees of the Fund. (eg) The Upon reasonable request of the Adviser, the Sub-Adviser will provide advice and assistance to the Adviser as to the determination of the fair value of certain investments where market quotations are not readily available for purposes of calculating net asset value of the Fund in accordance with valuation procedures and methods established by the Trustees. The Adviser acknowledges and agrees that such advice and assistance provided by the Sub-Adviser shall not include the fair valuation of foreign securities or instruments held by the Fund pursuant to a general “foreign fair value pricing factor” based on factors obtained from a third party pricing vendor. The Adviser agrees that the Sub-Adviser is not a pricing or valuation agent for the Fund and is not responsible for the Fund’s or the Adviser’s valuation determinations. (fh) The Sub-Adviser shall furnish the Adviser and the Board of Trustees with such information and reports regarding the Fund's ’s investments as the Adviser deems appropriate or as the Board of Trustees shall reasonably request. The Sub-Adviser shall make its officers and employees available from time to time, including attendance at Board of Trustees Meetings, at such reasonable times as the parties may agree to review investment policies of the Fund and to consult with the Adviser or the Board of Trustees regarding the investment affairs of the Fund. (gi) The Sub-Adviser shall not consult with any other sub-adviser to the Fund or a sub-adviser to a portfolio that is under common control with the Fund concerning the assets of the Fund, except as permitted by the policies and procedures of the Fund which shall be provided to the Sub-Adviser. In furnishing services hereunder, the Sub-Adviser will not consult concerning transactions (in securities or other assets) entered into or proposed to be entered into for the Fund with any sub-adviser to (i) the Fund, (ii) any other series of the Trust or (iii) any investment company holding itself out to investors as a related company to the Trust for purposes of investment or investor services. (Nothing in this paragraph shall be deemed to prohibit the Sub-Adviser from consulting with any of the other sub-advisers concerning compliance with paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act. In addition, nothing herein shall be deemed to prohibit the Adviser and the Sub-Adviser from consulting with each other concerning transactions for the Fund in securities or other assets.) (hj) In the performance of its duties, the Sub-Adviser shall be subject to, and shall perform in accordance with, with the following, to the extent that the Sub-Adviser receives them from the Adviser or the Trust: (i) provisions of the organizational documents of the Trust that are applicable to the Fund; (ii) the investment objectives, policies and restrictions of the Fund as stated in the Fund's ’s currently effective Prospectus and Statement of Additional Information ("“SAI"”) as amended from time to time; (iii) provisions of the Investment Company Act of 1940 (the "“1940 Act"”) and the Investment Advisers Act of 1940 (the "“Advisers Act")”) applicable to the services provided by the Sub-Adviser hereunder; (iv) any written instructions and directions of the Trustees, the Adviser or Fund management; and (v) its general fiduciary responsibility to the Fund. (ik) The Sub-Adviser shall assist the Fund in the preparation of its registration statement, prospectus, shareholder reports, marketing materials and other regulatory filings, or any amendment or supplement thereto (collectively, "“Regulatory Filings"”) and shall provide the Fund with disclosure for use in the Fund's ’s Regulatory Filings, including, without limitation, any requested disclosure related to the Sub-Adviser's ’s investment management personnel, portfolio manager compensation, Codes of Ethics, firm description, investment management strategies and techniques, and proxy voting policies. (jl) The Sub-Adviser shall furnish the Adviser, the Board of Trustees and/or the Chief Compliance Officer of the Trust and/or the Adviser with such information, certifications and reports as such persons may reasonably deem appropriate or may request from the Sub-Adviser regarding the Sub-Adviser's ’s compliance with Rule 206(4)-7 of the Advisers Act and the Federal Securities Laws, as defined in Rule 38a-1 under the 1940 Act, related to the services rendered hereunder. Such information, certifications and reports shall include, without limitation, those regarding the Sub-Adviser's ’s compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, ; Title V of the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Code of Ethics of the Sub-Adviser and certifications as to the validity of certain information included in the Fund's ’s Regulatory Filings. The Sub-Adviser shall make its officers and employees (including its Chief Compliance Officer) available to the Adviser and/or the Chief Compliance Officer of the Trust and/or the Adviser from time to time to examine and review the Sub-Adviser's ’s compliance program and its adherence thereto. (m) The Adviser agrees to provide or cause to be provided to the Sub-Adviser on an ongoing basis a list of all publicly traded affiliates of the Adviser (such list shall include security name, cusip number, sedol and/or applicable ticker) which may not be purchased by the Fund and a list of all brokers and underwriters affiliated with the Adviser for reporting transactions under applicable provisions of the Investment Company Act. (n) The assets of the Fund will be maintained in the custody of a custodian (who shall be identified by the Adviser in writing). The Sub-Adviser will not have custody of any cash, securities or other assets of the Fund and will not be liable for any loss resulting from any act or omission of the custodian. The parties acknowledge and agree that the Sub-Adviser is not a custodian of the Fund assets and will not take possession or custody of such assets. (o) The Sub-Adviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Fund or that the Fund will perform comparably with any standard or index, including other clients of the Sub-Adviser. (p) The Adviser represents and warrants that the Fund (i) is an Eligible Contract Participant as defined by Section 1(a)(18) of the Commodity Exchange Act and U.S. Commodity Futures Trading Commission regulations thereunder; (ii) is a qualified institutional buyer as that term is defined in Rule 144A under the Securities Act of 1933, as amended, and (iii) is not a “restricted person” under Rule 5130 and Rule 5131 of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and thus the Fund is not prohibited from participating in the allocation of initial public offerings of equity securities offered by FINRA members. The Adviser agrees to promptly notify the Sub-Adviser if any such representation ceases to be true or correct. (q) Regardless of whether the Sub-Adviser is registered with the National Futures Association as a commodity trading advisor, the Sub-Adviser will provide any commodity trading advice to the Fund as if the Sub-Adviser were exempt from registration as a commodity trading advisor. The Adviser represents and warrants that it is excluded from the definition of commodity pool operator pursuant to CFTC Regulation 4.5 with respect to the Fund, and the Adviser has timely filed a notice of eligibility as required by CFTC Regulation 4.5 with respect to the Fund and will, during the term of this Agreement, maintain and reaffirm such notice of eligibility as required by CFTC Regulation 4.5.

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE FUND. (a) The Adviser hereby appoints the Sub-Adviser as investment adviser, on the terms and conditions set forth herein, for the portion of the Fund’s assets that the Adviser determines in its sole discretion to assign to the Sub-Adviser from time to time (referred to in this Agreement as the “Managed Portion”). The Adviser may, from time to time, make additions to, and withdrawals from, those Fund assets assigned to the Sub-Adviser. The Sub-Adviser accepts these terms and agrees to render the services herein set forth and for the compensation provided on Schedule A to this Agreement. (b) Subject to the direction supervision and control of the Adviser and the Board of Trustees (the "“Trustees"”) of the Trust, the Sub-Adviser, at its expense, will furnish continuously an investment program for the Fund Managed Portion which shall at all times meet the diversification requirements of Subchapters L and M under the Internal Revenue Code of 1986 (the "“Code"”). The Sub-Adviser, in its discretion, Adviser will make investment decisions on behalf of the Fund Managed Portion and place all orders for the its purchase and sale of portfolio securities. The Sub-Adviser will be an independent contractor and will not have authority to act for or represent the Trust or Adviser in any way or otherwise be deemed an agent of the Trust or Adviser Adviser, except as expressly authorized in this Agreement or another writing signed by the Trust, Adviser and the Sub-Adviser. (bc) The Sub-Adviser, at its expense, will furnish (i) all necessary investment and management facilities, including salaries of personnel, required for it to execute its duties faithfully and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund Managed Portion (excluding determination of net asset value per share, portfolio accounting and shareholder accounting services). The Sub-Adviser shall be responsible for commercially reasonable expenses relating to the printing and mailing of required supplements to the Fund's ’s registration statement, provided that such supplements relate solely to a change in control of the Sub-Adviser or any change in the portfolio manager or managers assigned by the Sub-Adviser to manage the FundManaged Portion. (cd) The Sub-Adviser shall vote proxies relating to the Fund's Managed Portion’s investment securities in accordance with the manner in which the Sub-Adviser's proxy voting guidelines and procedures Adviser believes to be in effect from time to timethe best interests of the Managed Portion, and shall review its proxy voting activities on a periodic basis with the Trustees. The Trust or Adviser may withdraw the proxy voting authority granted to the Sub-Adviser pursuant to this Section at any time upon written notice. (de) The Sub-Adviser will select brokers and dealers unaffiliated with the Sub-Adviser to effect all portfolio transactions subject to the conditions set forth herein. herein (except to the extent such transactions are effected in accordance with such policies or procedures as may be established by the Trustees.) In the selection of selecting brokers, dealers or futures commission merchants and the placing of orders for the purchase and sale of portfolio investments for the Fundinvestments, the Sub-Adviser shall use its best efforts to obtain for the Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. The Adviser reserves the right to direct the Sub-Adviser Adviser, upon written notice notice, not to execute transactions through any particular broker(s) or dealer(s), and the Sub-Adviser agrees to comply with such request within ten business days of receiving written notice. In using its best efforts to obtain for the Fund the most favorable price and execution available, the Sub-Adviser Adviser, bearing in mind the Managed Portion’s best interests at all times, shall consider all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker, dealer, or futures commission merchant involved; and the quality of service rendered by the broker, dealer or futures commission merchant in other transactions. Subject to such policies as the Trustees may determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund Managed Portion to pay a broker, dealer or futures commission merchant that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker, dealer or futures commission merchant would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker, dealer or futures commission merchant, viewed in terms of either that particular transaction or the Sub-Adviser's ’s over-all responsibilities with respect to the Fund Managed Portion and to other clients of the Sub-Adviser or its affiliates as to which the Sub-Adviser or its affiliates exercises investment discretion. The Sub-Adviser shall maintain records adequate to demonstrate compliance with this sectionSection. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund Managed Portion as well as other clients of the Sub-Adviser, the Sub-Adviser Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable overall price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in compliance with Section 17(d) of the Investment Company Act of 1940 and the rules established thereunderAct, Section 206 of the Investment Advisers Act of 1940 and any rules established thereunderthereunder (the “Advisers Act”), and pursuant to policies adopted by the Sub-AdviserAdviser and approved by the Trustees. (ef) The Sub-Adviser will provide advice and assistance to the Adviser as to the determination of the fair value of certain investments where market quotations are not readily available for purposes of calculating the Fund’s net asset value of the Fund in accordance with valuation procedures and methods established by the Trustees. (fg) The Sub-Adviser shall furnish the Adviser and the Board of Trustees with such information and reports regarding the Fund's investments as the Adviser deems appropriate or as the Board of Trustees shall reasonably request. The Sub-Adviser shall make its officers and employees available from time to time, including attendance at Board of Trustees Trustees’ Meetings, at such reasonable times as the parties may agree to review the Fund’s investment policies of the Fund and to consult with the Adviser or the Board of Trustees regarding the Managed Portion’s investment affairs of the Fundaffairs. (gh) The Sub-Adviser shall not consult with any other sub-adviser to either the Fund or a sub-adviser to a portfolio that is under common control with any other account managed by the Fund Adviser concerning the assets of the Fund’s assets, except as permitted by the Fund’s policies and procedures of the Fundprocedures. (hi) In the performance of its duties, the Sub-Adviser shall be subject to, and shall perform in accordance with, the following: (i) provisions of the organizational documents of the Trust that are applicable apply to the Fund; (ii) the investment objectives, policies and restrictions of the Fund as stated in the Fund's ’s currently effective Prospectus and Statement of Additional Information ("“SAI") as amended from time to time”); (iii) the Investment Company Act of 1940 (federal securities laws, including without limit the "1940 Act") , the Advisers Act, and the Investment Advisers Act of 1940 (the "Advisers Commodity Exchange Act"); (iv) any written instructions and directions of the Trustees, the Adviser Adviser, or Fund management; and (v) its the Sub-Adviser’s general fiduciary responsibility to the Fundresponsibilities under applicable law. (ij) The Sub-Adviser shall assist the Fund in the preparation of its all registration statementstatements, prospectusprospectuses, shareholder reports, certain marketing materials and other regulatory filings, or any amendment or supplement thereto (collectively, "“Regulatory Filings"”) and shall provide the Fund with disclosure for use in the Fund's in, or as may be required by, Regulatory Filings, including, without limitation, any requested disclosure related to the Sub-Adviser's ’s investment management personnel, portfolio manager compensation, Codes of Ethics, firm description, investment management strategies and techniques, and proxy voting policies. (jk) The Sub-Adviser shall furnish the Adviser, the Board of Trustees and/or the Chief Compliance Officer of the Trust and/or the Adviser (the “CCO”) with such information, certifications and reports as such persons may reasonably deem appropriate or may request from the Sub-Adviser regarding the Sub-Adviser's ’s compliance with applicable law, including: (i) Rule 206(4)-7 of the Advisers Act and Act; (ii) the Federal Securities Lawsfederal securities laws, as defined in Rule 38a-1 under the 1940 Act. Such information; (iii) the Commodity Exchange Act; and (iv) any and all other laws, certifications rules, and reports shall includeregulations, without limitationwhether foreign or domestic, those regarding in each case, applicable at any time to the Sub-Adviser's compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, Title V of the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Code of Ethics operations of the Sub-Adviser and certifications as its services to the validity of certain information included in the Fund's Regulatory FilingsManaged Portion. The Sub-Adviser shall make its officers and employees (including its Chief Compliance Officer) available to the Adviser and/or the Chief Compliance Officer of the Trust and/or the Adviser CCO from time to time to examine and review the Sub-Adviser's ’s compliance program and its adherence thereto. (l) The Sub-Adviser’s asset management affiliates within the UBS Global Asset Management business division of UBS AG may provide research, financial analysis, order placement and other administrative services for the Managed Portion which otherwise could be performed by Sub-Adviser hereunder; provided, however, that no additional charges, fees or other compensation will be paid for such services.

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE FUND. (a) The Trust and the Advisor appoint the Sub-Advisor to act as investment sub-advisor to the Fund on the terms set forth in this Agreement. Subject to the direction and control of the Board of Trustees (the "Trustees") of the Trust, the Sub-Adviser, at its expense, will furnish continuously an investment program for the Fund which shall at all times meet the diversification requirements of Subchapters L and M under Section 817(h) of the Internal Revenue Code of 1986 (the "Code"). The Sub-Adviser, in its discretion, Adviser will make investment decisions on behalf of the Fund and place all orders for the purchase and sale of portfolio securities. The Sub-Adviser will be an independent contractor and will not have authority to act for or represent the Trust or Adviser in any way or otherwise be deemed an agent of the Trust or Adviser except as expressly authorized in this Agreement or another writing by the Trust, Adviser and the Sub-Adviser. (b) The Sub-Adviser, at its expense, will furnish (i) all necessary investment and management facilities, including salaries of personnel, required for it to execute its duties faithfully and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund (excluding determination of net asset value per share, portfolio accounting and shareholder accounting services). The Sub-Adviser shall be responsible for commercially reasonable expenses relating to the printing and mailing of required supplements to the Fund's registration statement, provided that such supplements relate solely to a change in control of the Sub-Adviser or any change in the portfolio manager or managers assigned by the Sub-Adviser to manage the Fund. (c) The Sub-Adviser shall vote proxies relating to the Fund's investment securities in accordance with the manner in which the Sub-Adviser's proxy voting guidelines and procedures Adviser believes to be in effect from time to timethe best interests of the Fund, and shall review its proxy voting activities on a periodic basis with the Trustees. The Trust or Adviser may withdraw the authority granted to the Sub-Adviser pursuant to this Section at any time upon written notice. (d) The Sub-Advisor shall not be responsible for filing proofs of claim or otherwise participating in class action lawsuits with respect to securities held by the Fund. (e) The Sub-Adviser will select brokers and dealers to effect all portfolio transactions subject to the conditions set forth herein. herein (except to the extent such transactions are effected in accordance with such policies or procedures as may be established by the Board of Trustees.) In the selection of brokers, dealers or futures commission merchants and the placing of orders for the purchase and sale of portfolio investments for the Fund, the Sub-Adviser shall use its best efforts to obtain for the Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. The Adviser reserves the right to direct the Sub-Adviser upon written notice not to execute transactions through any particular broker(s) or dealer(s), and the Sub-Adviser agrees to comply with such request within ten business days of receiving written notice. In using its best efforts to obtain for the Fund the most favorable price and execution available, the Sub-Adviser Adviser, bearing in mind the Fund's best interests at all times, shall consider all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker, dealer, or futures commission merchant involved; and the quality of service rendered by the broker, dealer or futures commission merchant in other transactions. Subject to such policies as the Trustees may determine, and as communicated in writing to the Sub-Adviser, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker, dealer or futures commission merchant that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker, dealer or futures commission merchant would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker, dealer or futures commission merchant, viewed in terms of either that particular transaction or the Sub-Adviser's over-all responsibilities with respect to the Fund and to other clients of the Sub-Adviser or its affiliates as to which the Sub-Adviser or its affiliates exercises investment discretion. The Sub-Adviser shall maintain records adequate to demonstrate compliance with this section. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of the Sub-Sub- Adviser, the Sub-Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable overall price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in compliance with Section 17(d) of the Investment Company Act of 1940 and the rules established thereunder, Section 206 of the Investment Advisers Act of 1940 and any rules established thereunder, and pursuant to policies adopted by the Sub-AdviserAdviser and approved by the Board of Trustees of the Fund. (ef) The Sub-Adviser will provide advice and assistance to the Investment Adviser as to the determination of the fair value of certain investments where market quotations are not readily available for purposes of calculating net asset value of the Fund in accordance with valuation procedures and methods established by the Trustees. (fg) The Sub-Adviser shall furnish the Adviser and the Board of Trustees with such information and reports regarding the Fund's investments as the Adviser deems appropriate or as the Board of Trustees shall reasonably request. The Sub-Adviser shall make its officers and employees available from time to time, including attendance at Board of Trustees Meetings, at such reasonable times as the parties may agree to review investment policies of the Fund and to consult with the Adviser or the Board of Trustees regarding the investment affairs of the Fund. (gh) The Sub-Adviser shall not consult with any other sub-adviser to the Fund or a sub-adviser to a portfolio that is under common control with the Fund concerning the assets of the Fund, except as permitted by the policies and procedures of the Fund. (hi) In the performance of its duties, the Sub-Adviser shall be subject to, and shall perform in accordance with, the following: (i) provisions of the organizational documents of the Trust that are applicable to the Fund; (ii) the investment objectives, policies and restrictions of the Fund as stated in the Fund's currently effective Prospectus and Statement of Additional Information ("SAI") as amended from time to time; (iii) the Investment Company Act of 1940 (the "1940 Act") and the Investment Advisers Act of 1940 (the "Advisers Act"); (iv) any written instructions and directions of the Trustees, the Adviser or Fund management; and (v) its general fiduciary responsibility to the Fund. (ij) The Sub-Adviser shall assist the Fund in the preparation of its registration statement, prospectus, shareholder reports, marketing materials and other regulatory filings, or any amendment or supplement thereto (collectively, "Regulatory Filings") and shall provide the Fund with disclosure for use in the Fund's Regulatory Filings, including, without limitation, any requested disclosure related to the Sub-Adviser's investment management personnel, portfolio manager compensation, Codes of Ethics, firm description, investment management strategies and techniques, and proxy voting policies. (jk) The Sub-Adviser shall furnish the Adviser, the Board of Trustees and/or the Chief Compliance Officer of the Trust and/or the Adviser with such information, certifications and reports as such persons may reasonably deem appropriate or may request from the Sub-Adviser regarding the Sub-Adviser's compliance with Rule 206(4)-7 of the Advisers Act and the Federal Securities Laws, as defined in Rule 38a-1 under the 1940 Act. Such information, certifications and reports shall include, without limitation, those regarding the Sub-Adviser's compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, Title V of the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Code of Ethics of the Sub-Adviser and the Trust and certifications as to the validity of certain information included in the Fund's Regulatory Filings. The Sub-Adviser shall make its officers and employees (including its Chief Compliance Officer) available to the Adviser and/or the Chief Compliance Officer of the Trust and/or the Adviser from time to time to examine and review the Sub-Adviser's compliance program and its adherence thereto. (l) The Sub-Adviser shall, as part of its compliance process, perform diversification testing under Section 817(h) of the Code based upon its own records with respect to the Fund assets managed by the Sub-Adviser and report promptly any failure indicated by such testing to the Adviser, and take any necessary actions to remedy such failure. Notwithstanding the foregoing sentence, the Adviser agrees that the official testing for the Fund's compliance with diversification testing under Section 817(h) of the Code shall be performed by Adviser, the Fund's custodian or services provider other than the Sub-Adviser.

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE FUND. (a) Subject to the direction and control of the Board of Trustees (the "Trustees") of the Trust, the Sub-Adviser, at its expense, will furnish continuously an investment program for the Fund which shall at all times meet the diversification requirements of Subchapters L and M under Section 817(h) of the Internal Revenue Code of 1986 (the "Code"). The Sub-Adviser, in its discretion, Adviser will make investment decisions on behalf of the Fund and place all orders for the purchase and sale of portfolio securities. The Sub-Adviser will be an independent contractor and will not have authority to act for or represent the Trust or Adviser in any way or otherwise be deemed an agent of the Trust or Adviser except as expressly authorized in this Agreement or another writing by the Trust, Adviser and the Sub-Adviser. (b) The Sub-Adviser, at its expense, will furnish (i) all necessary investment and management facilities, including salaries of personnel, required for it to execute its duties faithfully and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund (excluding determination of net asset value per share, portfolio accounting and shareholder accounting services). The Sub-Adviser shall be responsible for commercially reasonable expenses relating to the printing and mailing of required supplements to the Fund's registration statement, provided that such supplements relate solely to a change in control of the Sub-Adviser or any change in the portfolio manager or managers assigned by the Sub-Adviser to manage the Fund. (c) The Sub-Adviser shall vote proxies relating to the Fund's investment securities in accordance with the manner in which the Sub-Adviser's proxy voting guidelines and procedures Adviser believes to be in effect from time to timethe best interests of the Fund, and shall review its proxy voting activities on a periodic basis with the Trustees. The Trust or Adviser may withdraw the authority granted to the Sub-Adviser pursuant to this Section at any time upon prior written notice. (d) The Sub-Adviser will select brokers and dealers to effect all portfolio transactions subject to the conditions set forth herein, or as may be further permitted by such policies or procedures as may be established by the Board of Trustees. In the selection of brokers, brokers or dealers or futures commission merchants and the placing of orders for the purchase and sale of portfolio investments for the Fund, the Sub-Adviser shall use its best efforts to obtain for the Fund the most favorable price and best execution available, except to available in the extent it circumstances. The Sub-Adviser may be permitted to pay higher brokerage commissions for brokerage and research services as described below. The Adviser reserves the right to direct the Sub-Adviser upon written notice not to execute transactions through any particular broker(s) or dealer(s), and the Sub-Adviser agrees to comply with such request within ten business days of receiving written notice. The Adviser acknowledges that to the extent it directs the Sub-Adviser not to execute transactions through a particular broker or dealer, the Fund will not be able to participate in the Sub-Adviser's aggregation with respect to transactions placed by the Sub-Adviser for its other clients with such broker or dealer, as discussed below. In using its best efforts to obtain for the Fund the most favorable price and best execution availableavailable in the circumstances, the Sub-Adviser Adviser, bearing in mind the Fund's best interests at all times, shall consider all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker, dealer, broker or futures commission merchant dealer involved; and the quality of service rendered by the broker, broker or dealer or futures commission merchant in other transactions. Subject to such policies as the Trustees may determinedetermine in compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker, broker or dealer or futures commission merchant that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker, broker or dealer or futures commission merchant would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker, dealer broker or futures commission merchantdealer, viewed in terms of either that particular transaction or the Sub-Adviser's over-all responsibilities with respect to the Fund and to other clients of the Sub-Adviser or its affiliates as to which the Sub-Adviser or its affiliates exercises investment discretion. The Sub-Adviser shall maintain records adequate to demonstrate compliance with this section. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable overall price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in compliance with Section 17(d) of the Investment Company Act of 1940 and the rules established thereunder, Section 206 of the Investment Advisers Act of 1940 and any rules established thereunder, and pursuant to policies adopted by the Sub-Adviser and approved by the Board of Trustees. The Sub-Adviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Fund or that the Fund will perform comparably with any standard or index, including other clients of the Sub-Adviser, whether public or private. (e) The Sub-Adviser will provide advice and assistance to the Investment Adviser as to the determination of the fair value of certain investments where market quotations are not readily available for purposes of calculating net asset value of the Fund in accordance with valuation procedures and methods established by the Trustees. (f) The Sub-Adviser shall furnish the Adviser and the Board of Trustees with such information and reports regarding the Fund's investments as the Adviser deems appropriate or as the Board of Trustees shall reasonably request. The Sub-Adviser shall make its certain officers and employees available from time to time, including attendance at Board of Trustees Meetings, at such reasonable times as the parties may agree to review investment policies of the Fund and to consult with the Adviser or the Board of Trustees regarding the investment affairs of the Fund. (g) The Sub-Adviser shall not consult with any other sub-adviser to the Fund or a sub-adviser to a portfolio that is under common control with the Fund concerning the assets of the Fund, except as permitted by the policies and procedures of the Fund. (h) In the performance of its duties, the Sub-Adviser shall be subject to, and shall perform in accordance with, the following: (i) provisions of the organizational documents of the Trust that are applicable to the Fund; (ii) the investment objectives, policies and restrictions of the Fund as stated in the Fund's currently effective Prospectus and Statement of Additional Information ("SAI") as amended from time to time; (iii) the Investment Company Act of 1940 (the "1940 Act") and the Investment Advisers Act of 1940 (the "Advisers Act"); (iv) any written instructions and directions of the Trustees, the Adviser or Fund management; and (v) its general fiduciary responsibility to the Fund. (i) The Sub-Adviser shall reasonably assist the Fund in the preparation of its registration statement, prospectus, shareholder reports, marketing materials and other regulatory filings, or any amendment or supplement thereto (collectively, "Regulatory Filings") pertaining to the Fund, and shall provide the Fund with disclosure disclosures pertaining to the Fund for use in the Fund's Regulatory Filings, including, without limitation, any requested disclosure related to the Sub-Adviser's investment management personnel, portfolio manager compensation, Codes of Ethics, firm description, investment management strategies and techniques, and proxy voting policies. (j) The Sub-Adviser shall furnish the Adviser, the Board of Trustees and/or the Chief Compliance Officer of the Trust and/or the Adviser with such information, certifications and reports as such persons may reasonably deem appropriate or and may request from the Sub-Adviser regarding the Sub-Adviser's compliance with Rule 206(4)-7 of the Advisers Act and the Federal Securities Laws, as defined in Rule 38a-1 under the 1940 Act. Such information, certifications and reports shall include, without limitation, those regarding the Sub-Adviser's compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, Title V of the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Code of Ethics of the Sub-Adviser and the Trust and certifications as to the validity of certain information included in the Fund's Regulatory Filings. The Sub-Adviser shall make its certain officers and employees (including its Chief Compliance Officer) reasonably available to the Adviser and/or the Chief Compliance Officer of the Trust and/or the Adviser from time to time to examine and review the Sub-Adviser's compliance program and its adherence thereto.

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE FUND. (a) The Adviser hereby appoints the Sub-Adviser as investment adviser, on the terms and conditions set forth herein, for the portion of the Fund’s assets that the Adviser determines in its sole discretion to assign to the Sub-Adviser from time to time (referred to in this Agreement as the “Managed Portion”). The Adviser may, from time to time, make additions to, and withdrawals from, those Fund assets assigned to the Sub-Adviser. The Sub-Adviser accepts these terms and agrees to render the services herein set forth and for the compensation provided on Schedule A to this Agreement. Subject to the direction supervision and control of the Adviser and the Board of Trustees (the "“Trustees"”) of the Trust, the Sub-Adviser, at its expense, will furnish continuously an investment program for the Fund Managed Portion which shall meet the diversification requirements of Subchapters L Subchapter M and M under Section 817(h) of the Internal Revenue Code of 1986 (the "“Code"”). The Sub-Adviser, in its discretion, Adviser will make investment decisions on behalf of the Fund Managed Portion and place all orders for the its purchase and sale of portfolio securities. The Sub-Adviser will be an independent contractor and will not have authority to act for or represent the Trust or Adviser in any way or otherwise be deemed an agent of the Trust or Adviser except as expressly authorized in this Agreement or another writing signed by the Trust, Adviser and the Sub-Adviser. (b) The Sub-Adviser, at its expense, will furnish (i) all necessary investment and management facilities, including salaries of personnel, required for it to execute its duties faithfully and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund Managed Portion (excluding determination of net asset value per share, portfolio accounting and shareholder accounting services). The Sub-Adviser shall be responsible for commercially reasonable expenses relating to the printing and mailing of required supplements to the Fund's ’s registration statement, provided that such supplements relate solely to a change in control of the Sub-Adviser or any change in the portfolio manager or managers assigned by the Sub-Adviser to manage the FundManaged Portion. (c) The Sub-Adviser shall vote proxies relating to the Fund's Managed Portion’s investment securities in accordance with the manner in which the Sub-Adviser's proxy voting guidelines and procedures Adviser believes to be in effect from time to timethe best interests of the Managed Portion, and shall review its proxy voting activities on a periodic basis with the Trustees. The Trust or Adviser may withdraw the authority granted to the Sub-Adviser pursuant to this Section at any time upon written notice. (d) The Sub-Advisor shall not be responsible for filing proofs of claim or otherwise participating in class action lawsuits with respect to securities held by the Managed Portion. (e) The Sub-Adviser will select brokers and dealers to effect all portfolio transactions subject to the conditions set forth herein. herein (except to the extent such transactions are effected in accordance with such policies or procedures as may be established by the Trustees.) In the selection of brokers, dealers or futures commission merchants and the placing of orders for the purchase and sale of portfolio investments for the FundManaged Portion, the Sub-Adviser shall use its best efforts to obtain for the Fund Managed Portion the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. The Adviser reserves the right to direct the Sub-Adviser upon written notice not to execute transactions through any particular broker(s) or dealer(s), and the Sub-Adviser agrees to comply with such request within ten business days of receiving written notice. In using its best efforts to obtain for the Fund Managed Portion the most favorable price and execution available, the Sub-Adviser Adviser, bearing in mind the Managed Portion’s best interests at all times, shall consider all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker, dealer, or futures commission merchant involved; and the quality of service rendered by the broker, dealer or futures commission merchant in other transactions. Subject to such policies as the Trustees may determine, and as communicated in writing to the Sub-Adviser, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund Managed Portion to pay a broker, dealer or futures commission merchant that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker, dealer or futures commission merchant would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker, dealer or futures commission merchant, viewed in terms of either that particular transaction or the Sub-Adviser's ’s over-all responsibilities with respect to the Fund Managed Portion and to other clients of the Sub-Adviser or its affiliates as to which the Sub-Adviser or its affiliates exercises investment discretion. The Sub-Adviser shall maintain records adequate to demonstrate compliance with this section. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund Managed Portion as well as other clients of the Sub-Adviser, the Sub-Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable overall price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in compliance with Section 17(d) of the Investment Company Act of 1940 and the rules established thereunderthereunder (the “1940 Act”), Section 206 of the Investment Advisers Act of 1940 and any rules established thereunderthereunder (the “Advisers Act”), and pursuant to policies adopted by the Sub-AdviserAdviser and approved by the Trustees of the Fund. (ef) The Sub-Adviser will provide advice and assistance to the Adviser as to the determination of the fair value of certain investments where market quotations are not readily available for purposes of calculating net asset value of the Fund in accordance with valuation procedures and methods established by the Trustees. (fg) The Sub-Adviser shall furnish the Adviser and the Board of Trustees with such information and reports regarding the Fund's Managed Portion’s investments as the Adviser deems appropriate or as the Board of Trustees shall reasonably request. The Sub-Adviser shall make its officers and employees available from time to time, including attendance at Board of Trustees Trustees’ Meetings, at such reasonable times as the parties may agree to review investment policies of the Fund and to consult with the Adviser or the Board of Trustees regarding the investment affairs of the Fund. (gh) The Sub-Adviser shall not consult with any other sub-adviser to the Fund or a sub-adviser to a portfolio that is under common control with the Fund concerning the assets of the Fund, except as permitted by the policies and procedures of the Fund. (hi) In the performance of its duties, the Sub-Adviser shall be subject to, and shall perform in accordance with, the following: (i) provisions of the organizational documents of the Trust that are applicable to the Fund; (ii) the investment objectives, policies and restrictions of the Fund as stated in the Fund's ’s currently effective Prospectus and Statement of Additional Information ("“SAI"”) as amended from time to time; (iii) the Investment Company Act of 1940 (the "1940 Act") and , the Investment Advisers Act of 1940 (the "Advisers Act"); (iv) any written instructions and directions of the Trustees, the Adviser or Fund management; and (v) its general fiduciary responsibility to the Fund. (ij) The Sub-Adviser shall assist the Fund in the preparation of its registration statement, prospectus, shareholder reports, marketing materials and other regulatory filings, or any amendment or supplement thereto (collectively, "“Regulatory Filings"”) and shall provide the Fund with disclosure for use in the Fund's ’s Regulatory Filings, including, without limitation, any requested disclosure related to the Sub-Adviser's ’s investment management personnel, portfolio manager compensation, Codes of Ethics, firm description, investment management strategies and techniques, and proxy voting policies. (jk) The Sub-Adviser shall furnish the Adviser, the Board of Trustees and/or the Chief Compliance Officer of the Trust and/or the Adviser with such information, certifications and reports as such persons may reasonably deem appropriate or may request from the Sub-Adviser regarding the Sub-Adviser's ’s compliance with Rule 206(4)-7 of the Advisers Act and the Federal Securities Laws, as defined in Rule 38a-1 under the 1940 Act. Such information, certifications and reports shall include, without limitation, those regarding the Sub-Adviser's ’s compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, Title V of the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Code of Ethics of the Sub-Adviser and the Trust and certifications as to the validity of certain information included in the Fund's ’s Regulatory Filings. The Sub-Adviser shall make its officers and employees (including its Chief Compliance Officer) available to the Adviser and/or the Chief Compliance Officer of the Trust and/or the Adviser from time to time to examine and review the Sub-Adviser's ’s compliance program and its adherence thereto. (l) The Sub-Adviser shall, as part of its compliance process, perform diversification testing under Subchapter M and Section 817(h) of the Code based upon its own records with respect to the Managed Portion and report promptly any failure indicated by such testing to the Adviser, and take any necessary actions to remedy such failure. Notwithstanding the foregoing sentence, the Adviser agrees that the official testing for the Fund’s compliance with diversification testing under Section 817(h) and Subchapter M of the Code shall be performed by Adviser, the Fund’s custodian or services provider other than the Sub-Adviser.

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE FUND. (a) The Adviser hereby appoints the Sub-Adviser as investment adviser, on the terms and conditions set forth herein, for the portion of the Fund’s assets that the Adviser determines in its sole discretion to assign to the Sub-Adviser from time to time (referred to in this Agreement as the “Managed Portion”). The Adviser may, from time to time, make additions to, and withdrawals from, those Fund assets assigned to the Sub-Adviser. The Sub-Adviser accepts these terms and agrees to render the services herein set forth and for the compensation provided on Schedule A to this Agreement. (b) Subject to the direction supervision and control of the Adviser and the Board of Trustees (the "“Trustees"”) of the Trust, the Sub-Adviser, at its expense, will furnish continuously an investment program for the Fund Managed Portion which shall at all times meet the diversification requirements of Subchapters L and M under the Internal Revenue Code of 1986 (the "“Code"”). The Sub-Adviser, in its discretion, Adviser will make investment decisions on behalf of the Fund Managed Portion and place all orders for the its purchase and sale of portfolio securities. The Sub-Adviser will be an independent contractor and will not have authority to act for or represent the Trust or Adviser in any way or otherwise be deemed an agent of the Trust or Adviser Adviser, except as expressly authorized in this Agreement or another writing signed by the Trust, Adviser and Adviser. Pursuant to this Agreement the Sub-Adviser shall possess full power and authority on behalf of the Fund and at risk of and in the name of the Fund (a) to buy, sell, exchange, convert and otherwise trade in any and all securities and other assets as the Sub-Adviser may select; (b) to instruct any custodian of any security or other asset of the Fund to deliver securities or assets sold, exchanged, or otherwise disposed of from the Fund’s account; (c) to pay cash for securities or assets delivered to any trustee or custodian upon acquisition for the Fund; (d) to consent to any class action, plan of reorganization, merger, combination, consolidation, liquidation or similar plan with reference to such securities or other assets; (e) to exercise or dispose of subscription rights, warrants and fractional shares as it deems to be in the Fund’s best interests; (f) to deal through accounts with one or more securities or commodities brokerage firms, dealers or banks; and (g) generally to perform any other act necessary to enable the Sub-Adviser to carry out its obligations under this Agreement. This discretionary authority shall remain in full force and effect until this Agreement terminates. It is understood and agreed that the Sub-Adviser shall have no obligation whatsoever to initiate, pursue and/or prosecute any claim, proceeding or action on behalf of the Fund or Adviser. (bc) The Sub-Adviser, at its expense, will furnish (i) all necessary investment and management facilities, including salaries of personnel, required for it to execute its duties faithfully and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund Managed Portion (excluding determination of net asset value per share, portfolio accounting and shareholder accounting services). The Sub-Adviser shall be responsible for commercially reasonable expenses relating to the printing and mailing of required supplements to the Fund's ’s registration statement, provided that such supplements relate solely to a change in control of the Sub-Adviser or any change in the portfolio manager or managers assigned by the Sub-Adviser to manage the FundManaged Portion. (cd) The Sub-Adviser shall vote proxies relating to the Fund's Managed Portion’s investment securities in accordance with the Sub-Adviser's proxy voting guidelines ’s Proxy Voting Policies and procedures in effect from time to timeProcedures, and shall review its proxy voting activities on a periodic basis with the Trustees. The Trust or Adviser may withdraw the proxy voting authority granted to the Sub-Adviser pursuant to this Section at any time upon written notice. The Sub-Adviser’s responsibilities with respect to proxy voting shall be limited to submission of votes, which have been forwarded to the Sub-Adviser in a timely manner by the Adviser or the Adviser’s voting agent. The Sub-Adviser shall not have any supervisory responsibility with respect to Adviser’s voting agent. (de) The Sub-Adviser will select brokers and dealers to effect all portfolio transactions subject to the conditions set forth herein. herein (except to the extent such transactions are effected in accordance with such policies or procedures as may be established by the Trustees.) In the selection of selecting brokers, dealers or futures commission merchants and the placing of orders for the purchase and sale of portfolio investments for the FundManaged Portion, the Sub-Adviser shall use its best efforts to seek to obtain for the Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. The Adviser reserves the right to direct the Sub-Adviser Adviser, upon written notice notice, not to execute transactions through any particular broker(s) or dealer(s), and the Sub-Adviser agrees to comply with such request within ten business days of receiving written notice. In using its best efforts to obtain for the Fund the most favorable price and execution available, the Sub-Adviser Adviser, bearing in mind the Managed Portion’s best interests at all times, shall consider all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker, dealer, or futures commission merchant involved; and the quality of service rendered by the broker, dealer or futures commission merchant in other transactions. Subject to such policies as the Trustees may determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund Managed Portion to pay a broker, dealer or futures commission merchant that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker, dealer or futures commission merchant would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker, dealer or futures commission merchant, viewed in terms of either that particular transaction or the Sub-Adviser's ’s over-all responsibilities with respect to the Fund Managed Portion and to other clients of the Sub-Adviser or its affiliates as to which the Sub-Adviser or its affiliates exercises investment discretion. The Sub-Adviser shall maintain records adequate to demonstrate compliance with this sectionSection. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund Managed Portion as well as other clients of the Sub-Adviser, the Sub-Adviser Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable overall price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in compliance with Section 17(d) of the Investment Company Act of 1940 and the rules established thereunderAct, Section 206 of the Investment Advisers Act of 1940 and any rules established thereunderthereunder (the “Advisers Act”), and pursuant to policies adopted by the Sub-AdviserAdviser and approved by the Trustees. (ef) The Sub-Adviser will provide reasonable advice and assistance to the Adviser as to the determination of the fair value of certain investments where market quotations are not readily available for purposes of calculating the Fund’s net asset value of the Fund in accordance with valuation procedures and methods established by the Trustees. (fg) The Sub-Adviser shall furnish the Adviser and the Board of Trustees with such information and reports regarding the Fund's Managed Portion’s investments as the Adviser deems appropriate or as the Board of Trustees shall reasonably request. The Sub-Adviser shall make its officers and employees available from time to time, including attendance at Board of Trustees Trustees’ Meetings, at such reasonable times as the parties may agree to review the Fund’s investment policies of the Fund and to consult with the Adviser or the Board of Trustees regarding the Managed Portion’s investment affairs of the Fundaffairs. (gh) The Sub-Adviser shall not consult with any other sub-adviser to either the Fund or a sub-adviser to a portfolio that is under common control with any other account managed by the Fund Adviser concerning the assets of the Fund’s assets, except as permitted by the Fund’s policies and procedures of the Fundprocedures. (hi) In the performance of its duties, the Sub-Adviser shall be subject to, and shall perform in accordance with, the following: (i) provisions of the organizational documents of the Trust that are applicable apply to the Fund; (ii) the investment objectives, policies and restrictions of the Fund as stated in the Fund's ’s currently effective Prospectus and Statement of Additional Information ("“SAI") as amended from time to time”); (iii) the Investment Company Act of 1940 (federal securities laws, including without limit the "1940 Act") , the Advisers Act, and the Investment Advisers Act of 1940 (the "Advisers Commodity Exchange Act"); (iv) any written instructions and directions of the Trustees, the Adviser Adviser, or Fund management; and (v) its the Sub-Adviser’s general fiduciary responsibility to the Fundresponsibilities under applicable law. (ij) The Sub-Adviser shall assist provide reasonable assistance to the Fund in the preparation of all its registration statementstatements, prospectusprospectuses, shareholder reports, certain marketing materials and other regulatory filings, or any amendment or supplement thereto (collectively, "“Regulatory Filings"”) and shall provide the Fund with disclosure for use in the Fund's in, or as may be required by, Regulatory Filings, including, without limitation, any requested disclosure related to the Sub-Adviser's ’s investment management personnel, portfolio manager compensation, Codes of Ethics, firm description, investment management strategies and techniques, and proxy voting policies. (jk) The Sub-Adviser shall furnish the Adviser, the Board of Trustees and/or the Chief Compliance Officer of the Trust and/or the Adviser (the “CCO”) with such information, certifications and reports as such persons may reasonably deem appropriate or may request from the Sub-Adviser regarding the Sub-Adviser's ’s compliance with applicable law, including: (i) Rule 206(4)-7 of the Advisers Act and Act; (ii) the Federal Securities Lawsfederal securities laws, as defined in Rule 38a-1 under the 1940 Act. Such information; (iii) the Commodity Exchange Act; and (iv) any and all other laws, certifications rules, and reports shall includeregulations, without limitationwhether foreign or domestic, those regarding in each case, applicable at any time to the Sub-Adviser's compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, Title V of the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Code of Ethics operations of the Sub-Adviser and certifications as its services to the validity of certain information included in the Fund's Regulatory FilingsManaged Portion. The Sub-Adviser shall make its officers and employees (including its Chief Compliance OfficerOfficer or delegate) available to the Adviser and/or the Chief Compliance Officer of the Trust and/or the Adviser CCO from time to time upon reasonable request to examine and review the Sub-Adviser's ’s compliance program and its adherence thereto.

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE FUND. (a) Subject to the direction and control of the Board of Trustees (the "Trustees") of the Trust, the Sub-Adviser, at its expense, will furnish continuously an investment program for the Fund which shall at all times meet the diversification requirements of Subchapters L and M under Section 817(h) of the Internal Revenue Code of 1986 (the "Code"). In the event Section 817(h) of the Code is amended, the Adviser shall notify the Sub-Adviser of such event, and the Sub-Adviser shall cause the investment program for the Fund to comply with such amendment(s). The Sub-Adviser, in its discretion, Adviser will make investment decisions on behalf of the Fund and place all orders for the purchase and sale of portfolio securities. The Sub-Adviser will be an independent contractor and will not have authority to act for or represent the Trust or Adviser in any way or otherwise be deemed an agent of the Trust or Adviser except as expressly authorized in this Agreement or another writing by the Trust, Adviser and the Sub-Adviser. (b) The Sub-Adviser, at its expense, will furnish (i) all necessary investment and management facilities, including salaries of personnel, required for it to execute its duties faithfully and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund (excluding determination of net asset value per share, portfolio accounting and shareholder accounting services). The Sub-Adviser shall be responsible for commercially reasonable expenses relating to the printing and mailing of required supplements to the Fund's registration statement, provided that such supplements relate solely to a change in control of the Sub-Adviser or any change in the portfolio manager or managers assigned by the Sub-Adviser to manage the Fund. (c) The Sub-Adviser shall vote proxies relating to the Fund's investment securities in accordance with the manner in which the Sub-Adviser's proxy voting guidelines and procedures Adviser believes to be in effect from time to timethe best interests of the Fund, and shall review its proxy voting activities on a periodic basis with the Trustees. The Trust or Adviser may withdraw the authority granted to the Sub-Adviser pursuant to this Section at any time upon written notice. (d) The Sub-Adviser will select brokers and dealers to effect all portfolio transactions subject to the conditions set forth hereinherein (except to the extent such transactions are effected in accordance with such policies or procedures as may be established by the Board of Trustees and to the extent permitted by the Sub-Adviser's internal guidelines or policies regarding directed brokerage). In the selection of brokers, dealers or futures commission merchants and the placing of orders for the purchase and sale of portfolio investments for the Fund, the Sub-Adviser shall use its best efforts to obtain for the Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. The Adviser reserves the right to direct the Sub-Adviser upon written notice not to execute transactions through any particular broker(s) or dealer(s), and the Sub-Adviser agrees to comply with such request within ten business days of receiving written notice. In using its best efforts to obtain for the Fund the most favorable price and execution available, the Sub-Adviser Adviser, bearing in mind the Fund's best interests at all times, shall consider all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker, dealer, or futures commission merchant involved; and the quality of service rendered by the broker, dealer or futures commission merchant in other transactions. Subject to such policies as the Trustees may determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker, dealer or futures commission merchant that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker, dealer or futures commission merchant would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker, dealer or futures commission merchant, viewed in terms of either that particular transaction or the Sub-Adviser's over-all responsibilities with respect to the Fund and to other clients of the Sub-Adviser or its affiliates as to which the Sub-Adviser or its affiliates exercises investment discretion. The Sub-Adviser shall maintain records adequate to demonstrate compliance with this section. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable overall price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in compliance with Section 17(d) of the Investment Company Act of 1940 and the rules established thereunder, Section 206 of the Investment Advisers Act of 1940 and any rules established thereunder, and pursuant to policies adopted by the Sub-AdviserAdviser and approved by the Board of Trustees of the Fund. (e) The Sub-Adviser will provide advice and assistance to the Investment Adviser as to the determination of the fair value of certain investments where market quotations are not readily available for purposes of calculating net asset value of the Fund in accordance with valuation procedures and methods established by the Trustees. (f) The Sub-Adviser shall furnish the Adviser and the Board of Trustees with such information and reports regarding the Fund's investments as the Adviser deems appropriate or as the Board of Trustees shall reasonably request. The Sub-Adviser shall make its officers and employees available from time to time, including attendance at Board of Trustees Meetings, at such reasonable times as the parties may agree to review investment policies of the Fund Fund, and to consult with the Adviser or the Board of Trustees regarding the investment affairs of the Fund. (g) The Sub-Adviser shall not consult with any other sub-adviser to the Fund or a sub-adviser to a portfolio that is under common control with the Fund concerning the assets of the Fund, except as permitted by the policies and procedures of the Fund. (h) In the performance of its duties, the Sub-Adviser shall be subject to, and shall perform in accordance with, the following: (i) provisions of the organizational documents of the Trust that are applicable to the Fund; (ii) the investment objectives, policies and restrictions of the Fund as stated in the Fund's currently effective Prospectus and Statement of Additional Information ("SAI") ), as amended from time to time; (iii) the Investment Company Act of 1940 (the "1940 Act") and the Investment Advisers Act of 1940 (the "Advisers Act"); (iv) any written instructions and directions of the Trustees, the Adviser or Fund management; and (v) its general fiduciary responsibility to the Fund. (i) The Sub-Adviser shall assist the Fund in the preparation of its registration statement, prospectus, shareholder reports, marketing materials and other regulatory filings, or any amendment or supplement thereto (collectively, "Regulatory Filings") and shall provide the Fund with disclosure for use in the Fund's Regulatory Filings, including, without limitation, any requested disclosure related to the Sub-Adviser's investment management personnel, portfolio manager compensation, Codes of Ethics, firm description, investment management strategies and techniques, and proxy voting policies. (j) The Sub-Adviser shall furnish the Adviser, the Board of Trustees and/or the Chief Compliance Officer of the Trust and/or the Adviser with such information, certifications and reports as such persons may reasonably deem appropriate or may request from the Sub-Adviser regarding the Sub-Adviser's compliance with Rule 206(4)-7 of the Advisers Act and the Federal Securities Laws, as defined in Rule 38a-1 under the 1940 Act. Such information, certifications and reports shall include, without limitation, those regarding the Sub-Adviser's compliance with the ▇▇▇▇▇▇▇▇Sarbanes-▇▇▇▇▇ Oxley Act of 2002, Title V of the Gramm-Leach-Bliley Ac▇, ▇▇▇▇▇-▇▇▇▇▇-▇▇▇ ▇▇▇▇ Act, the Code of ▇▇ Ethics of the Sub-Adviser and certifications an▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇rtifications as to the validity of certain information included in the Fund's Regulatory Filings. The Sub-Adviser shall make its officers and employees (including its Chief Compliance Officer) available to the Adviser and/or the Chief Compliance Officer of the Trust and/or the Adviser from time to time to examine and review the Sub-Adviser's compliance program and its adherence thereto.

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE FUND. (a) The Trust and the Advisor appoint the Sub-Advisor to act as investment sub-advisor to the Fund on the terms set forth in this Agreement. Subject to the direction and control of the Board of Trustees (the "Trustees") of the Trust, the Sub-Adviser, at its expense, will furnish continuously an investment program for the Fund which shall at all times meet the diversification requirements of Subchapters L and M under Section 817(h) of the Internal Revenue Code of 1986 (the "Code"). The Sub-Adviser, in its discretion, Adviser will make investment decisions on behalf of the Fund and place all orders for the purchase and sale of portfolio securities. The Sub-Adviser will be an independent contractor and will not have authority to act for or represent the Trust or Adviser in any way or otherwise be deemed an agent of the Trust or Adviser except as expressly authorized in this Agreement or another writing by the Trust, Adviser and the Sub-Adviser. (b) The Sub-Adviser, at its expense, will furnish (i) all necessary investment and management facilities, including salaries of personnel, required for it to execute its duties faithfully and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund (excluding determination of net asset value per share, portfolio accounting and shareholder accounting services). The Sub-Adviser shall be responsible for commercially reasonable expenses relating to the printing and mailing of required supplements to the Fund's registration statement, provided that such supplements relate solely to a change in control of the Sub-Adviser or any change in the portfolio manager or managers assigned by the Sub-Adviser to manage the Fund. (c) The Sub-Adviser shall vote proxies relating to the Fund's investment securities in accordance with the manner in which the Sub-Adviser's proxy voting guidelines and procedures Adviser believes to be in effect from time to timethe best interests of the Fund, and shall review its proxy voting activities on a periodic basis with the Trustees. The Trust or Adviser may withdraw the authority granted to the Sub-Adviser pursuant to this Section at any time upon written notice. (d) The Sub-Advisor shall not be responsible for filing proofs of claim or otherwise participating in class action lawsuits with respect to securities held by the Fund. (e) The Sub-Adviser will select brokers and dealers to effect all portfolio transactions subject to the conditions set forth herein. herein (except to the extent such transactions are effected in accordance with such policies or procedures as may be established by the Board of Trustees.) In the selection of brokers, dealers or futures commission merchants and the placing of orders for the purchase and sale of portfolio investments for the Fund, the Sub-Adviser shall use its best efforts to obtain for the Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. The Adviser reserves the right to direct the Sub-Adviser upon written notice not to execute transactions through any particular broker(s) or dealer(s), and the Sub-Adviser agrees to comply with such request within ten business days of receiving written notice. In using its best efforts to obtain for the Fund the most favorable price and execution available, the Sub-Adviser Adviser, bearing in mind the Fund's best interests at all times, shall consider all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker, dealer, or futures commission merchant involved; and the quality of service rendered by the broker, dealer or futures commission merchant in other transactions. Subject to such policies as the Trustees may determine, and as communicated in writing to the Sub-Adviser, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker, dealer or futures commission merchant that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker, dealer or futures commission merchant would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker, dealer or futures commission merchant, viewed in terms of either that particular transaction or the Sub-Adviser's over-all responsibilities with respect to the Fund and to other clients of the Sub-Adviser or its affiliates as to which the Sub-Adviser or its affiliates exercises investment discretion. The Sub-Adviser shall maintain records adequate to demonstrate compliance with this section. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable overall price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in compliance with Section 17(d) of the Investment Company Act of 1940 and the rules established thereunder, Section 206 of the Investment Advisers Act of 1940 and any rules established thereunder, and pursuant to policies adopted by the Sub-AdviserAdviser and approved by the Board of Trustees of the Fund. (ef) The Sub-Adviser will provide advice and assistance to the Investment Adviser as to the determination of the fair value of certain investments where market quotations are not readily available for purposes of calculating net asset value of the Fund in accordance with valuation procedures and methods established by the Trustees. (fg) The Sub-Adviser shall furnish the Adviser and the Board of Trustees with such information and reports regarding the Fund's investments as the Adviser deems appropriate or as the Board of Trustees shall reasonably request. The Sub-Adviser shall make its officers and employees available from time to time, including attendance at Board of Trustees Meetings, at such reasonable times as the parties may agree to review investment policies of the Fund and to consult with the Adviser or the Board of Trustees regarding the investment affairs of the Fund. (gh) The Sub-Adviser shall not consult with any other sub-adviser to the Fund or a sub-adviser to a portfolio that is under common control with the Fund concerning the assets of the Fund, except as permitted by the policies and procedures of the Fund. (hi) In the performance of its duties, the Sub-Adviser shall be subject to, and shall perform in accordance with, the following: (i) provisions of the organizational documents of the Trust that are applicable to the Fund; (ii) the investment objectives, policies and restrictions of the Fund as stated in the Fund's currently effective Prospectus and Statement of Additional Information ("SAI") as amended from time to time; (iii) the Investment Company Act of 1940 (the "1940 Act") and the Investment Advisers Act of 1940 (the "Advisers Act"); (iv) any written instructions and directions of the Trustees, the Adviser or Fund management; and (v) its general fiduciary responsibility to the Fund. (ij) The Sub-Adviser shall assist the Fund in the preparation of its registration statement, prospectus, shareholder reports, marketing materials and other regulatory filings, or any amendment or supplement thereto (collectively, "Regulatory Filings") and shall provide the Fund with disclosure for use in the Fund's Regulatory Filings, including, without limitation, any requested disclosure related to the Sub-Adviser's investment management personnel, portfolio manager compensation, Codes of Ethics, firm description, investment management strategies and techniques, and proxy voting policies. (jk) The Sub-Adviser shall furnish the Adviser, the Board of Trustees and/or the Chief Compliance Officer of the Trust and/or the Adviser with such information, certifications and reports as such persons may reasonably deem appropriate or may request from the Sub-Sub- Adviser regarding the Sub-Adviser's compliance with Rule 206(4)-7 of the Advisers Act and the Federal Securities Laws, as defined in Rule 38a-1 under the 1940 Act. Such information, certifications and reports shall include, without limitation, those regarding the Sub-Adviser's compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, Title V of the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Code of Ethics of the Sub-Adviser and the Trust and certifications as to the validity of certain information included in the Fund's Regulatory Filings. The Sub-Adviser shall make its officers and employees (including its Chief Compliance Officer) available to the Adviser and/or the Chief Compliance Officer of the Trust and/or the Adviser from time to time to examine and review the Sub-Adviser's compliance program and its adherence thereto. (l) The Sub-Adviser shall, as part of its compliance process, perform diversification testing under Section 817(h) of the Code based upon its own records with respect to the Fund assets managed by the Sub-Adviser and report promptly any failure indicated by such testing to the Adviser, and take any necessary actions to remedy such failure. Notwithstanding the foregoing sentence, the Adviser agrees that the official testing for the Fund's compliance with diversification testing under Section 817(h) of the Code shall be performed by Adviser, the Fund's custodian or services provider other than the Sub-Adviser.

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE FUND. (a) The Adviser hereby appoints the Sub-Adviser as investment adviser, on the terms and conditions set forth herein, for the portion of the Fund’s assets that the Adviser determines in its sole discretion to assign to the Sub-Adviser from time to time (referred to in this Agreement as the “Managed Portion”). The Adviser may, from time to time, make additions to, and withdrawals from, those Fund assets assigned to the Sub-Adviser. The Sub-Adviser accepts these terms and agrees to render the services herein set forth and for the compensation provided on Schedule A to this Agreement. (b) Subject to the direction supervision and control of the Adviser and the Board of Trustees (the "“Trustees"”) of the Trust, the Sub-Adviser, at its expense, will furnish continuously an investment program for the Fund Managed Portion which shall at all applicable times meet the diversification requirements of Subchapters L and M under the Internal Revenue Code of 1986 1986, as amended (the "“Code"”). The Sub-Adviser, in its discretion, Adviser will make investment decisions on behalf of the Fund Managed Portion and place all orders for the its purchase and sale of portfolio securities. The Sub-Adviser will be an independent contractor and will not have authority to act for or represent the Trust or Adviser in any way or otherwise be deemed an agent of the Trust or Adviser Adviser, except as expressly authorized in this Agreement or another writing signed by the Trust, Adviser and the Sub-Adviser. (bc) The Sub-Adviser, at its expense, will furnish (i) all necessary investment and management facilities, including salaries of personnel, required for it to execute its duties faithfully and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund Managed Portion (excluding determination of net asset value per share, portfolio accounting and shareholder accounting services). The Sub-Adviser shall be responsible for commercially reasonable expenses relating to the printing and mailing of required supplements to the Fund's ’s registration statement, provided that such supplements relate solely to a change in control of the Sub-Adviser or any change in the portfolio manager or managers assigned by the Sub-Adviser to manage the FundManaged Portion. (cd) The Sub-Adviser shall vote proxies relating to the Fund's Managed Portion’s investment securities in accordance with Sub-Adviser's ’s proxy voting guidelines and procedures in effect from time to time, and shall review its proxy voting activities on a periodic basis with the Trustees. The Trust or Adviser may withdraw the proxy voting authority granted to the Sub-Adviser pursuant to this Section at any time upon written notice. (de) The Sub-Adviser will select brokers and dealers to effect all portfolio transactions subject to the conditions set forth herein. herein (except to the extent such transactions are effected in accordance with such policies or procedures as may be established by the Trustees.) In the selection of selecting brokers, dealers or futures commission merchants and the placing of orders for the purchase and sale of portfolio investments for the Fundinvestments, the Sub-Adviser shall use its best efforts to obtain for the Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. The Adviser reserves the right to direct the Sub-Adviser Adviser, upon written notice notice, not to execute transactions through any particular broker(s) or dealer(s), and the Sub-Adviser agrees to comply with such request within ten business days of receiving written notice. In using its best efforts to obtain for the Fund the most favorable price and execution available, the Sub-Adviser Adviser, bearing in mind the Managed Portion’s best interests at all times, shall consider all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker, dealer, or futures commission merchant involved; and the quality of service rendered by the broker, dealer or futures commission merchant in other transactions. Subject to such policies as the Trustees may determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund Managed Portion to pay a broker, dealer or futures commission merchant that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker, dealer or futures commission merchant would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker, dealer or futures commission merchant, viewed in terms of either that particular transaction or the Sub-Adviser's ’s over-all responsibilities with respect to the Fund Managed Portion and to other clients of the Sub-Adviser or its affiliates as to which the Sub-Adviser or its affiliates exercises investment discretion. The Sub-Adviser shall maintain records adequate to demonstrate compliance with this sectionSection. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund Managed Portion as well as other clients of the Sub-Adviser, the Sub-Adviser Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable overall price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in compliance with Section 17(d) of the Investment Company Act of 1940 and the rules established thereunderAct, Section 206 of the Investment Advisers Act of 1940 and any rules established thereunderthereunder (the “Advisers Act”), and pursuant to policies adopted by the Sub-AdviserAdviser and approved by the Trustees. (ef) The Sub-Adviser will provide advice and assistance to the Adviser as to the determination of the fair value of certain investments where market quotations are not readily available for purposes of calculating the Fund’s net asset value of the Fund in accordance with valuation procedures and methods established by the Trustees. (fg) The Sub-Adviser shall furnish the Adviser and the Board of Trustees with such information and reports regarding the Fund's investments as the Adviser deems appropriate or as the Board of Trustees shall reasonably request. The Sub-Adviser shall make its officers and employees available from time to time, including attendance at Board of Trustees Trustees’ Meetings, at such reasonable times as the parties may agree to review the Fund’s investment policies of the Fund and to consult with the Adviser or the Board of Trustees regarding the Managed Portion’s investment affairs of the Fundaffairs. (gh) The Sub-Adviser shall not consult with any other sub-adviser to either the Fund or a sub-adviser to a portfolio that is under common control with any other account managed by the Fund Adviser concerning the assets of the Fund’s assets, except as permitted by the Fund’s policies and procedures of the Fundprocedures. (hi) In the performance of its duties, the Sub-Adviser shall be subject to, and shall perform in accordance with, the following: (i) provisions of the organizational documents of the Trust that are applicable apply to the Fund; (ii) the investment objectives, policies and restrictions of the Fund as stated in the Fund's ’s currently effective Prospectus and Statement of Additional Information ("“SAI") as amended from time to time”); (iii) the Investment Company Act of 1940 (federal securities laws, including without limit the "1940 Act") , the Advisers Act, and the Investment Advisers Act of 1940 (the "Advisers Commodity Exchange Act"); (iv) any written instructions and directions of the Trustees, the Adviser Adviser, or Fund management; and (v) its the Sub-Adviser’s general fiduciary responsibility to the Fundresponsibilities under applicable law. (ij) The Sub-Adviser shall assist the Fund in the preparation of its registration statementstatements, prospectusprospectuses, shareholder reports, certain marketing materials and other regulatory filings, or any amendment or supplement thereto (collectively, "“Regulatory Filings"”) and shall provide the Fund with disclosure for use in in, or as may be required by, the Fund's ’s Regulatory Filings, including, without limitation, any requested disclosure related to the Sub-Adviser's ’s investment management personnel, portfolio manager compensation, Codes of Ethics, firm description, investment management strategies and techniques, and proxy voting policies. (jk) The Sub-Adviser shall furnish the Adviser, the Board of Trustees and/or the Chief Compliance Officer of the Trust and/or the Adviser (the “CCO”) with such information, certifications and reports as such persons may reasonably deem appropriate or may request from the Sub-Adviser regarding the Sub-Adviser's ’s compliance with applicable law, including: (i) Rule 206(4)-7 of the Advisers Act and Act; (ii) the Federal Securities Lawsfederal securities laws, as defined in Rule 38a-1 under the 1940 Act. Such information; (iii) the Commodity Exchange Act; and (iv) any and all other laws, certifications rules, and reports shall includeregulations, without limitationwhether foreign or domestic, those regarding in each case, applicable at any time to the Sub-Adviser's compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, Title V of the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Code of Ethics operations of the Sub-Adviser and certifications as its services to the validity of certain information included in the Fund's Regulatory FilingsManaged Portion. The Sub-Adviser shall make its officers and employees (including its Chief Compliance Officer) available to the Adviser and/or the Chief Compliance Officer of the Trust and/or the Adviser CCO from time to time to examine and review the Sub-Adviser's ’s compliance program and its adherence thereto.

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE FUND. (a) Subject to the direction and control of the Board of Trustees (the "“Trustees"”) of the Trust, the Sub-Adviser, at its expense, will furnish continuously an investment program for a portion of the Fund which shall at all times meet the diversification requirements of Subchapters L and M under Section 817(h) of the Internal Revenue Code of 1986 (the "“Code"”). The Sub-Adviser, in its discretion, Adviser will make investment decisions on behalf of the Fund and place all orders for the purchase and sale of portfolio securities. The Sub-Adviser will be an independent contractor and will not have authority to act for or represent the Trust or Adviser in any way or otherwise be deemed an agent of the Trust or Adviser except as expressly authorized in this Agreement or another writing by the Trust, Adviser and the Sub-Adviser. (b) The Sub-Adviser, at its expense, will furnish (i) all necessary investment and management facilities, including salaries of personnel, required for it to execute its duties faithfully and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund (excluding determination of net asset value per share, portfolio accounting and shareholder accounting services). The Sub-Adviser shall be responsible for commercially reasonable expenses relating to the printing and mailing of required supplements to the Fund's ’s registration statement, provided that such supplements relate solely to a change in control of the Sub-Adviser or any change in the portfolio manager or managers assigned by the Sub-Adviser to manage the Fund. (c) The Sub-Adviser shall vote proxies relating to the Fund's ’s investment securities in accordance with the manner in which the Sub-Adviser's proxy voting guidelines and procedures Adviser believes to be in effect from time to timethe best interests of the Fund, and shall review its proxy voting activities on a periodic basis with the Trustees. The Trust or Adviser may withdraw the authority granted to the Sub-Adviser pursuant to this Section at any time upon written notice. (d) The Sub-Adviser will select brokers and dealers to effect all portfolio transactions subject to the conditions set forth herein. herein (except to the extent such transactions are effected in accordance with such policies or procedures as may be established by the Board of Trustees.) In the selection of brokers, dealers or futures commission merchants and the placing of orders for the purchase and sale of portfolio investments for the Fund, the Sub-Adviser shall use its best efforts to obtain for the Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. The Adviser reserves the right to direct the Sub-Adviser upon written notice not to execute transactions through any particular broker(s) or dealer(s), and the Sub-Adviser agrees to comply with such request within ten business days of receiving written notice. In using its best efforts to obtain for the Fund the most favorable price and execution available, the Sub-Adviser Adviser, bearing in mind the Fund’s best interests at all times, shall consider all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker, dealer, or futures commission merchant involved; and the quality of service rendered by the broker, dealer or futures commission merchant in other transactions. Subject to such policies as the Trustees may determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker, dealer or futures commission merchant that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker, dealer or futures commission merchant would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker, dealer or futures commission merchant, viewed in terms of either that particular transaction or the Sub-Adviser's ’s over-all responsibilities with respect to the Fund and to other clients of the Sub-Adviser or its affiliates as to which the Sub-Adviser or its affiliates exercises investment discretion. The Sub-Adviser shall maintain records adequate to demonstrate compliance with this section. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable overall price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in compliance with Section 17(d) of the Investment Company Act of 1940 and the rules established thereunder, Section 206 of the Investment Advisers Act of 1940 and any rules established thereunder, and pursuant to policies adopted by the Sub-AdviserAdviser and approved by the Board of Trustees of the Fund. (e) The Sub-Adviser will provide advice and assistance to the Adviser as to the determination of the fair value of certain investments where market quotations are not readily available for purposes of calculating net asset value of the Fund in accordance with valuation procedures and methods established by the Trustees. (f) The Sub-Adviser shall furnish the Adviser and the Board of Trustees with such information and reports regarding the Fund's ’s investments as the Adviser deems appropriate or as the Board of Trustees shall reasonably request. The Sub-Adviser shall make its officers and employees available from time to time, time (including attendance at Board of Trustees Meetings, ) at such reasonable times as the parties may agree to review investment policies of the Fund and to consult with the Adviser or the Board of Trustees regarding the investment affairs of the Fund. (g) The Sub-Adviser shall not consult with any other sub-adviser to the Fund or a sub-adviser to a portfolio that is under common control with the Fund concerning the assets of the Fund, except as permitted by the policies and procedures of the Fund. (h) In the performance of its duties, the Sub-Adviser shall be subject to, and shall perform in accordance accord with, the following: (i) provisions of the organizational documents of the Trust that are applicable to the Fund; (ii) the investment objectives, policies and restrictions of the Fund as stated in the Fund's ’s currently effective Prospectus and Statement of Additional Information ("“SAI"”) as amended from time to time; (iii) the Investment Company Act of 1940 (the "“1940 Act"”) and the Investment Advisers Act of 1940 (the "“Advisers Act"”); (iv) any written instructions and directions of the Trustees, the Adviser or Fund management; and (v) its general fiduciary responsibility to the Fund. (i) The Sub-Adviser shall assist the Fund in the preparation of its registration statement, prospectus, shareholder reports, marketing materials and other regulatory filings, or any amendment or supplement thereto (collectively, "“Regulatory Filings"”) and shall provide the Fund with disclosure for use in the Fund's ’s Regulatory Filings, including, without limitation, any requested disclosure related to the Sub-Adviser's ’s investment management personnel, portfolio manager compensation, Codes of Ethics, firm description, investment management strategies and techniques, and proxy voting policies. (j) The Sub-Adviser shall furnish the Adviser, the Board of Trustees and/or the Chief Compliance Officer of the Trust and/or the Adviser with such information, certifications and reports as such persons may reasonably deem appropriate or may request from the Sub-Adviser regarding the Sub-Adviser's ’s compliance with Rule 206(4)-7 of the Advisers Act and the Federal Securities Laws, as defined in Rule 38a-1 38a-l under the 1940 Act. Such information, certifications and reports shall include, without limitation, those regarding the Sub-Adviser's ’s compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, Title V of the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Code of Ethics of the Sub-Adviser and the Trust and certifications as to the validity of certain information included in the Fund's ’s Regulatory Filings. The Sub-Adviser shall make its officers and employees (including its Chief Compliance Officer) available to the Adviser and/or the Chief Compliance Officer of the Trust and/or the Adviser from time to time to examine and review the Sub-Adviser's ’s compliance program and its adherence thereto. (k) The Sub-Adviser is not required to execute foreign currency trades through the Fund’s custodian but may, in its sole discretion and in accordance with its fiduciary duty, select the custodian or counterparties for the execution of foreign currency transactions. (l) In the event the Fund engages in trading certain derivative contracts subject to CFTC regulation, Adviser represents that, with respect to the Fund: (a) pursuant to Commodity Futures Trading Commission Rule 4.5 (“Rule 4.5”), the Adviser is not required to be registered as a “commodity pool operator” under the Commodity Exchange Act; (b) a notice of eligibility claiming exclusion from registration has been filed in accordance with Rule 4.5; and (c) during the term of this Agreement, Adviser will ensure that all requirements necessary in order to claim an exclusion from registration under Rule 4.5 are satisfied; provided that Sub-Adviser shall manage its portion of the Fund consistent with the Fund continuing to rely on Rule 4.5. Adviser represents that, with respect to the Fund, it is exempt from registration as a commodity trading adviser or will notify Sub-Adviser if Adviser determines to register with respect to the Fund. (m) The Adviser represents that Shares of the Fund are currently offered as underlying investments for variable insurance and annuity products (collectively, “Insurance Products”). The Adviser agrees that should the Fund be offered in the future directly to investors other than the Insurance Products, the Adviser shall provide the Sub-Adviser, in a manner and with such frequency as is mutually agreed upon by the parties, with a list of (i) each “government entity” (as defined by Rule 206(4)-5 under the Investment Advisers Act of 1940, as amended (“Advisers Act”)), invested in the Fund where the account of such government entity can reasonably be identified as being held in the name of or for the benefit of such government entity on the records of the Fund; and (ii) each government entity that sponsors or establishes a 529 Plan and has selected the Fund as an option to be offered by such 529 Plan. (n) The Sub-Adviser and the Adviser acknowledge that the Sub-Adviser is not the compliance agent for the Fund, and does not have access to all of the Fund’s books and records necessary to perform certain compliance testing. To the extent that the Sub-Adviser has agreed to perform the services specified in this Agreement in accordance with applicable law (including subchapter M or section 817 of the Internal Revenue Code of 1986) as amended (the “Code”), the Commodity Exchange Act, the 1940 Act, and the Advisers Act (“Applicable Law”)) and in accordance with the Trust Documents, policies and determination of the Board of the Trust and the Adviser and the Trust’s Prospectus, the Sub-Adviser shall perform such services based upon its books and records and information in its possession, which comprise a portion of the Fund’s books and records, and upon written instructions received from the Fund, Adviser or the Fund’s administrator, and shall not be held responsible under this Agreement so long as it performs such services in accordance with this Agreement, the Prospectus and Applicable Law based upon such books and records and such instructions provided by the Fund, Adviser or the Fund’s administrator. The Sub-Adviser shall be afforded a reasonable amount of time to implement any such instructions. (o) With respect to any investments, including but not limited to repurchase and reverse repurchase agreements, derivatives contracts, futures contracts, International Swaps and Derivatives Association, Inc. (“ISDA”) Master Agreements, and options on futures contracts, which are permitted to be made by the Sub-Adviser in accordance with this Agreement and the investment objectives and strategies of the Fund, as outlined in the Registration Statement for the Fund and any written instructions from the Adviser, the Adviser hereby authorizes and directs the Sub-Adviser to do and perform every act and thing whatsoever necessary or incidental in performing its duties and obligations under this Agreement including, but not limited to, executing as agent, on behalf of the Fund, brokerage agreements and other documents to establish, operate and conduct all brokerage, collateral or other trading accounts, and executing as agent, on behalf of the Fund, such agreements and other documentation as may be required for the purchase or sale, assignment, transfer and ownership of any permitted investment, including limited partnership agreements, repurchase and derivative master agreements, including any schedules and annexes to such agreements, releases, consents, elections and confirmations. The Sub-Adviser also is hereby authorized to instruct the Fund custodian with respect to any collateral management activities in connection with any derivatives transactions. The Adviser acknowledges and understands that it will be bound by any such trading accounts established, and agreements and other documentation executed, by the Sub-Adviser for such investment purposes and agrees to provide the Sub-Adviser with tax information, governing documents, legal opinions and other information concerning the Funds necessary to complete such agreements and other documentation. The authority shall include, without limitation the authority on behalf of and in the name of the Fund to execute: (i) documentation relating to private placements and bank debt (including Loan Syndications and Trading Association and Loan Market Association documentation); (ii) waivers, consents, amendments or other modifications relating to investments; and (iii) purchase agreements, sales agreements, commitment letters, pricing letters, registration rights agreements, indemnities and contributions, escrow agreements and other investment related agreements.

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE FUND. (a) Subject to the direction and control of the Board of Trustees (the "“Trustees"”) of the Trust, the Sub-Adviser, at its expense, will furnish continuously an investment program for the Fund which shall at all times meet the diversification requirements of Subchapters L and M under Section 817(h) of the Internal Revenue Code of 1986 (the "“Code"”). The Sub-Adviser, in its discretion, Adviser will make investment decisions on behalf of the Fund and place all orders for the purchase and sale of portfolio securities. The Sub-Adviser will be an independent contractor and will not have authority to act for or represent the Trust or Adviser in any way or otherwise be deemed an agent of the Trust or Adviser except as expressly authorized in this Agreement or another writing by the Trust, Adviser and the Sub-Adviser. (b) The Sub-Adviser, at its expense, will furnish (i) all necessary investment and management facilities, including salaries of personnel, required for it to execute its duties faithfully and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund (excluding determination of net asset value per share, portfolio accounting and shareholder accounting services). The Sub-Adviser shall be responsible for commercially reasonable expenses relating to the printing and mailing of required supplements to the Fund's ’s registration statement, provided that such supplements relate solely to a change in control of the Sub-Adviser or any change in the portfolio manager or managers assigned by the Sub-Adviser to manage the Fund. (c) The Sub-Adviser shall vote proxies relating to the Fund's ’s investment securities in accordance with the manner in which the Sub-Adviser's proxy voting guidelines and procedures Adviser believes to be in effect from time to timethe best interests of the Fund, and shall review its proxy voting activities on a periodic basis with the Trustees. The Trust or Adviser may withdraw the authority granted to the Sub-Adviser pursuant to this Section at any time upon written notice. (d) The Sub-Adviser will select brokers and dealers to effect all portfolio transactions subject to the conditions set forth herein. herein (except to the extent such transactions are effected in accordance with such policies or procedures as may be established by the Board of Trustees.) In the selection of brokers, dealers or futures commission merchants and the placing of orders for the purchase and sale of portfolio investments for the Fund, the Sub-Adviser shall use its best efforts to obtain for the Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. The Adviser reserves the right to direct the Sub-Adviser upon written notice not to execute transactions through any particular broker(s) or dealer(s), and the Sub-Adviser agrees to comply with such request within ten business days of receiving written notice. In using its best efforts to obtain for the Fund the most favorable price and execution available, the Sub-Adviser Adviser, bearing in mind the Fund’s best interests at all times, shall consider all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker, dealer, or futures commission merchant involved; and the quality of service rendered by the broker, dealer or futures commission merchant in other transactions. Subject to such policies as the Trustees may determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker, dealer or futures commission merchant that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker, dealer or futures commission merchant would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker, dealer or futures commission merchant, viewed in terms of either that particular transaction or the Sub-Adviser's ’s over-all responsibilities with respect to the Fund and to other clients of the Sub-Adviser or its affiliates as to which the Sub-Adviser or its affiliates exercises investment discretion. The Sub-Adviser shall maintain records adequate to demonstrate compliance with this section. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable overall price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in compliance with Section 17(d) of the Investment Company Act of 1940 and the rules established thereunder, Section 206 of the Investment Advisers Act of 1940 and any rules established thereunder, and pursuant to policies adopted by the Sub-AdviserAdviser and provided to the Board of Trustees of the Fund. (e) The Sub-Adviser will provide advice and assistance to the Investment Adviser as to the determination of the fair value of certain investments where market quotations are not readily available for purposes of calculating net asset value of the Fund in accordance with valuation procedures and methods established by the Trustees. (f) The Sub-Adviser shall furnish the Adviser and the Board of Trustees with such information and reports regarding the Fund's ’s investments as the Adviser deems appropriate or as the Board of Trustees shall reasonably request. The Sub-Adviser shall make its officers and employees available from time to time, including attendance at Board of Trustees Meetings, at such reasonable times as the parties may agree to review investment policies of the Fund and to consult with the Adviser or the Board of Trustees regarding the investment affairs of the Fund. (g) The Sub-Adviser shall not consult with any other sub-adviser to the Fund or a sub-adviser to a portfolio that is under common control with the Fund concerning the assets of the Fund, except as permitted by the policies and procedures of the Fund. (h) In the performance of its duties, the Sub-Adviser shall be subject to, and shall perform in accordance with, the following: (i) provisions of the organizational documents of the Trust that are applicable to the Fund; (ii) the investment objectives, policies and restrictions of the Fund as stated in the Fund's ’s currently effective Prospectus and Statement of Additional Information ("“SAI"”) as amended from time to time; (iii) the Investment Company Act of 1940 (the "“1940 Act"”) and the Investment Advisers Act of 1940 (the "“Advisers Act"”); (iv) any written instructions and directions of the Trustees, the Adviser or Fund management; and (v) its general fiduciary responsibility to the Fund; provided that the Sub-Adviser shall not be required to act in conformity with the documents or instructions set out in (i), (ii) and (iv) above, or any amendments to such documents or instructions, until the Adviser has provided copies of such documents or instructions to the Sub-Adviser. (i) The Sub-Adviser shall assist the Fund in the preparation of its registration statement, prospectus, shareholder reports, marketing materials and other regulatory filings, or any amendment or supplement thereto (collectively, "“Regulatory Filings"”) and shall provide the Fund with disclosure for use in the Fund's ’s Regulatory Filings, including, without limitation, any requested disclosure related to the Sub-Adviser's ’s investment management personnel, portfolio manager compensation, Codes of Ethics, firm description, investment management strategies and techniques, and proxy voting policies. (j) The Sub-Adviser shall furnish the Adviser, the Board of Trustees and/or the Chief Compliance Officer of the Trust and/or the Adviser with such information, certifications and reports as such persons may reasonably deem appropriate or may reasonably request from the Sub-Adviser regarding the Sub-Adviser's ’s compliance with Rule 206(4)-7 of the Advisers Act and the Federal Securities Laws, as defined in Rule 38a-1 under the 1940 Act. Such information, certifications and reports shall include, without limitation, those regarding the Sub-Adviser's ’s compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, Title V of the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Code of Ethics of the Sub-Adviser and the Trust and certifications as to the validity of certain information included in the Fund's ’s Regulatory Filings. The Sub-Sub- Adviser shall make its officers and employees (including its Chief Compliance Officer) available to the Adviser and/or the Chief Compliance Officer of the Trust and/or the Adviser from time to time to examine and review the Sub-Adviser's ’s compliance program and its adherence thereto.

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE FUND. (a) The Trust and the Advisor appoint the Sub-Advisor to act as investment sub-advisor to the Fund on the terms set forth in this Agreement. Subject to the direction and control of the Board of Trustees (the "Trustees") of the Trust, the Sub-Adviser, at its expense, will furnish continuously an investment program for the Fund which shall meet the diversification requirements of Subchapters L Subchapter M and M under Section 817(h) of the Internal Revenue Code of 1986 (the "Code"). The Sub-Adviser, in its discretion, Adviser will make investment decisions on behalf of the Fund and place all orders for the purchase and sale of portfolio securities. The Sub-Adviser will be an independent contractor and will not have authority to act for or represent the Trust or Adviser in any way or otherwise be deemed an agent of the Trust or Adviser except as expressly authorized in this Agreement or another writing by the Trust, Adviser and the Sub-Adviser. (b) The Sub-Adviser, at its expense, will furnish (i) all necessary investment and management facilities, including salaries of personnel, required for it to execute its duties faithfully and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund (excluding determination of net asset value per share, portfolio accounting and shareholder accounting services). The Sub-Adviser shall be responsible for commercially reasonable expenses relating to the printing and mailing of required supplements to the Fund's registration statement, provided that such supplements relate solely to a change in control of the Sub-Sub- Adviser or any change in the portfolio manager or managers assigned by the Sub-Adviser to manage the Fund. (c) The Sub-Adviser shall vote proxies relating to the Fund's investment securities in accordance with the manner in which the Sub-Adviser's proxy voting guidelines and procedures Adviser believes to be in effect from time to timethe best interests of the Fund, and shall review its proxy voting activities on a periodic basis with the Trustees. The Trust or Adviser may withdraw the authority granted to the Sub-Adviser pursuant to this Section at any time upon written notice. (d) The Sub-Advisor shall not be responsible for filing proofs of claim or otherwise participating in class action lawsuits with respect to securities held by the Fund. (e) The Sub-Adviser will select brokers and dealers to effect all portfolio transactions subject to the conditions set forth herein. herein (except to the extent such transactions are effected in accordance with such policies or procedures as may be established by the Board of Trustees.) In the selection of brokers, dealers or futures commission merchants and the placing of orders for the purchase and sale of portfolio investments for the Fund, the Sub-Adviser shall use its best efforts to obtain for the Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. The Adviser reserves the right to direct the Sub-Adviser upon written notice not to execute transactions through any particular broker(s) or dealer(s), and the Sub-Adviser agrees to comply with such request within ten business days of receiving written notice. In using its best efforts to obtain for the Fund the most favorable price and execution available, the Sub-Adviser Adviser, bearing in mind the Fund's best interests at all times, shall consider all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker, dealer, or futures commission merchant involved; and the quality of service rendered by the broker, dealer or futures commission merchant in other transactions. Subject to such policies as the Trustees may determine, and as communicated in writing to the Sub-Adviser, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker, dealer or futures commission merchant that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker, dealer or futures commission merchant would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker, dealer or futures commission merchant, viewed in terms of either that particular transaction or the Sub-Adviser's over-all responsibilities with respect to the Fund and to other clients of the Sub-Adviser or its affiliates as to which the Sub-Adviser or its affiliates exercises investment discretion. The Sub-Adviser shall maintain records adequate to demonstrate compliance with this section. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable overall price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in compliance with Section 17(d) of the Investment Company Act of 1940 and the rules established thereunder, Section 206 of the Investment Advisers Act of 1940 and any rules established thereunder, and pursuant to policies adopted by the Sub-AdviserAdviser and approved by the Board of Trustees of the Fund. (ef) The Sub-Adviser will provide advice and assistance to the Investment Adviser as to the determination of the fair value of certain investments where market quotations are not readily available for purposes of calculating net asset value of the Fund in accordance with valuation procedures and methods established by the Trustees. (fg) The Sub-Adviser shall furnish the Adviser and the Board of Trustees with such information and reports regarding the Fund's investments as the Adviser deems appropriate or as the Board of Trustees shall reasonably request. The Sub-Adviser shall make its officers and employees available from time to time, including attendance at Board of Trustees Meetings, at such reasonable times as the parties may agree to review investment policies of the Fund and to consult with the Adviser or the Board of Trustees regarding the investment affairs of the Fund. (gh) The Sub-Adviser shall not consult with any other sub-adviser to the Fund or a sub-adviser to a portfolio that is under common control with the Fund concerning the assets of the Fund, except as permitted by the policies and procedures of the Fund. (hi) In the performance of its duties, the Sub-Adviser shall be subject to, and shall perform in accordance with, the following: (i) provisions of the organizational documents of the Trust that are applicable to the Fund; (ii) the investment objectives, policies and restrictions of the Fund as stated in the Fund's currently effective Prospectus and Statement of Additional Information ("SAI") as amended from time to time; (iii) the Investment Company Act of 1940 (the "1940 Act") and the Investment Advisers Act of 1940 (the "Advisers Act"); (iv) any written instructions and directions of the Trustees, the Adviser or Fund management; and (v) its general fiduciary responsibility to the Fund. (ij) The Sub-Adviser shall assist the Fund in the preparation of its registration statement, prospectus, shareholder reports, marketing materials and other regulatory filings, or any amendment or supplement thereto (collectively, "Regulatory Filings") and shall provide the Fund with disclosure for use in the Fund's Regulatory Filings, including, without limitation, any requested disclosure related to the Sub-Adviser's investment management personnel, portfolio manager compensation, Codes of Ethics, firm description, investment management strategies and techniques, and proxy voting policies. (jk) The Sub-Adviser shall furnish the Adviser, the Board of Trustees and/or the Chief Compliance Officer of the Trust and/or the Adviser with such information, certifications and reports as such persons may reasonably deem appropriate or may request from the Sub-Sub- Adviser regarding the Sub-Adviser's compliance with Rule 206(4)-7 of the Advisers Act and the Federal Securities Laws, as defined in Rule 38a-1 under the 1940 Act. Such information, certifications and reports shall include, without limitation, those regarding the Sub-Adviser's compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, Title V of the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Code of Ethics of the Sub-Adviser and the Trust and certifications as to the validity of certain information included in the Fund's Regulatory Filings. The Sub-Adviser shall make its officers and employees (including its Chief Compliance Officer) available to the Adviser and/or the Chief Compliance Officer of the Trust and/or the Adviser from time to time to examine and review the Sub-Adviser's compliance program and its adherence thereto. (l) The Sub-Adviser shall, as part of its compliance process, perform diversification testing under Subchapter M and Section 817(h) of the Code based upon its own records with respect to the Fund assets managed by the Sub-Adviser and report promptly any failure indicated by such testing to the Adviser, and take any necessary actions to remedy such failure. Notwithstanding the foregoing sentence, the Adviser agrees that the official testing for the Fund's compliance with diversification testing under Section 817(h) and Subchapter M of the Code shall be performed by Adviser, the Fund's custodian or services provider other than the Sub-Adviser.

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE FUND. (a) The Adviser hereby appoints the Sub-Adviser as investment adviser, on the terms and conditions set forth herein, for the portion of the Fund's assets that the Adviser determines in its sole discretion to assign to the Sub-Adviser from time to time (referred to in this Agreement as the "Managed Portion"). The Adviser may, from time to time, make additions to, and withdrawals from, those Fund assets assigned to the Sub-Adviser. The Sub­ Adviser accepts these terms and agrees to render the services herein set forth and for the compensation provided on Schedule A to this Agreement. Subject to the direction supervision and control of the Adviser and the Board of Trustees ofTrustees (the "Trustees") of the ofthe Trust, the Sub-Sub­ Adviser, at its expense, will furnish continuously an investment program for the Fund Managed Portion which shall meet the diversification requirements of Subchapters L Subchapter M and M under Section 817(h) of the Internal Revenue Code of 1986 (the "Code"). The Sub-Adviser, in its discretion, Adviser will make investment decisions on behalf of the Fund Managed Portion and place all orders for the its purchase and sale of portfolio securities. The Sub-Adviser will be an independent contractor and will not have authority to act for or represent the Trust or Adviser in any way or otherwise be deemed an agent of the Trust or Adviser except as expressly authorized in this Agreement or another writing signed by the Trust, Adviser and the Sub-Adviser. (b) The Sub-Adviser, at its expense, will furnish (i) all necessary investment and management facilities, including salaries of personnel, required for it to execute its duties faithfully and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund Managed Portion (excluding determination of net asset value per share, portfolio accounting and shareholder accounting services). The Sub-Adviser shall be responsible for commercially reasonable expenses relating to the printing and mailing of required supplements to the Fund's registration statement, provided that such supplements relate solely to a change in control of the Sub-Adviser or any change in the portfolio manager or managers assigned by the Sub-Sub­ Adviser to manage the FundManaged Portion. (c) The Sub-Adviser shall vote proxies relating to the FundManaged Portion's investment securities in accordance with the manner in which the Sub-Adviser's proxy voting guidelines and procedures Adviser believes to be in effect from time to time, the best interests of the Managed Portion and shall review its proxy voting activities on a periodic basis with the Trustees. Sub-Adviser's obligation to vote proxies shall be contingent upon receipt or proxies from the Fund custodian in a timely manner. The Trust or Adviser may withdraw the authority granted to the Sub-Adviser pursuant to this Section at any time upon written notice. (d) The Sub-Adviser will select brokers and dealers to effect all portfolio transactions subject to the conditions set forth herein. herein (except to the extent such transactions are effected in accordance with such policies or procedures as may be established by the Trustees and received by Sub-Adviser.) In the selection of brokers, dealers or futures commission merchants and the placing of orders for the purchase and sale of portfolio investments for the FundManaged Portion, the Sub-Adviser shall use its best efforts to obtain for the Fund Managed Portion the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. The Adviser reserves the right to direct the Sub-Adviser upon written notice not to execute transactions through any particular broker(s) or dealer(s), and the Sub-Adviser agrees to comply with such request within ten business days of receiving written notice. In using its best efforts to obtain for the Fund Managed Portion the most favorable price and execution available, the Sub-Adviser Adviser, bearing in mind the Managed Portion's best interests at all times, shall consider all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker, dealer, or futures commission merchant involved; and the quality of service rendered by the broker, dealer or futures commission merchant in other transactions. Subject to such policies as the Trustees may determinedetermine and to the extent such policies are received by the Sub-Adviser, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund Managed Portion to pay a broker, dealer or futures commission merchant that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker, dealer or futures commission merchant would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker, dealer or futures commission merchant, viewed in terms of either that particular transaction or the Sub-Adviser's over-all responsibilities with respect to the Fund Managed Portion and to other clients of the Sub-Adviser or its affiliates as to which the Sub-Adviser or its affiliates exercises investment discretion. The Sub-Adviser shall maintain records adequate to demonstrate compliance with this section. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund ofthe Managed Portion as well as other clients of the Sub-Adviser, the Sub-Sub­ Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable overall price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in compliance with Section 17(d) of the Investment Company Act of 1940 and the rules established thereunderthereunder (the "1940 Act"), Section 206 of the Investment Advisers Act of 1940 and any rules established thereunderthereunder (the "Advisers Act"), and pursuant to policies adopted by the Sub-AdviserAdviser and approved by the Trustees of the Fund. (e) The Sub-Adviser will provide advice and assistance to the Adviser as to the determination of the fair value of certain investments where market quotations are not readily available for purposes of calculating net asset value of the Fund in accordance with valuation procedures and methods established by the Trustees. (f) The Sub-Adviser shall furnish the Adviser and the Board of Trustees with such information and reports regarding the Fund's investments as the Adviser reasonably deems appropriate or as the Board of Trustees shall reasonably request. The Sub-Adviser shall make its officers and employees available from time to time, including attendance at Board of Trustees Trustees' Meetings, at such reasonable times as the parties may agree to review investment policies of the Fund and to consult with the Adviser or the Board of Trustees regarding the investment affairs of the Fund. (g) The Sub-Adviser shall not consult with any other sub-adviser to the Fund or a sub-sub­ adviser to a portfolio that is under common control with the Fund concerning the assets of the Fund, except as permitted by the policies and procedures of the Fund, which shall be provided to Sub-Adviser. (h) In the performance of its duties, the Sub-Adviser shall be subject to, and shall perform in accordance with, the followingfollowing to the extent that Sub-Adviser receives them from Adviser or Trust: (i) provisions of the organizational documents of the ofthe Trust that are applicable to the Fund; (ii) the investment objectives, policies and restrictions of the Fund as stated in the Fund's currently effective Prospectus and Statement of Additional Information ("SAIS▇▇") as amended from time to time; (iii) the Investment Company 1940 Act of 1940 (the "1940 Act") and the Investment Advisers Act of 1940 (the "Advisers Act"); (iv) any written instructions and directions of the Trustees, the Adviser or Fund management; and (v) its general fiduciary responsibility to the Fund. (i) The Sub-Adviser shall assist the Fund in the preparation of its registration statement, prospectus, shareholder reports, marketing materials and other regulatory filings, or any amendment or supplement thereto (collectively, "Regulatory Filings") and shall provide the Fund with disclosure for use in the Fund's Regulatory Filings, including, without limitation, any requested disclosure related to the Sub-Adviser's investment management personnel, portfolio manager compensation, Codes of Ethics, firm description, investment management strategies and techniques, and proxy voting policies. (j) The Sub-Adviser shall furnish the Adviser, the Board of Trustees and/or the Chief Compliance Officer of the Trust and/or the Adviser with such information, certifications and reports as such persons may reasonably deem appropriate or may request from the Sub-Adviser regarding the Sub-Adviser's compliance with Rule 206(4)-7 of the Advisers Act and the Federal Securities Laws, as defined in Rule 38a-1 under the 1940 Act. Such information, certifications and reports shall include, without limitation, those regarding the Sub-Adviser's compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, Title V of the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Code of Ethics of the Sub-Adviser and certifications as to the validity of certain information included in the Fund's Regulatory Filings. The Sub-Adviser shall make its officers and employees (including its Chief Compliance Officer) available to the Adviser and/or the Chief Compliance Officer of the Trust and/or the Adviser from time to time to review the Sub-Adviser's compliance program and its adherence thereto.

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE FUND. (a) Subject to the direction and control of the Board of Trustees (the "Trustees") of the Trust, during the term of this Sub-Advisory Agreement, the Sub-Adviser, at its expense, will furnish continuously an investment program for the Fund which shall meet the diversification requirements of Subchapters L and M under the Internal Revenue Code of 1986 (the "Code"). The Sub-Adviser, in its discretion, Adviser will make investment decisions on behalf of the Fund and place all orders for the purchase and sale of portfolio securities. The Sub-Adviser will be an independent contractor and will not have authority to act for or represent the Trust or Adviser in any way or otherwise be deemed an agent of the Trust or Adviser except as expressly authorized in this Agreement or another writing by the Trust, Adviser and the Sub-Adviser. (b) The Sub-Adviser, at its expense, will furnish (i) all necessary investment and management facilities, including salaries of personnel, required for it to execute its duties faithfully and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund (excluding determination of net asset value per share, portfolio accounting and shareholder accounting services). The Sub-Adviser shall be responsible for commercially reasonable expenses relating to the printing and mailing of required supplements to the Fund's registration statement, provided that such supplements relate solely to a change in control of the Sub-Adviser or any change in the portfolio manager or managers assigned by the Sub-Adviser to manage the Fund., and further provided that Adviser provides Sub-Adviser with an estimate of expense in advance of distributing the supplement.. (c) The Sub-Adviser shall vote proxies relating to the Fund's investment securities in accordance with the Sub-Adviser's proxy voting guidelines policy and procedures in effect guidelines, as they may be amended from time to time, and in the manner in which the Sub-Adviser believes to be in the best interests of the Fund, and shall review its proxy voting activities on a periodic basis with the Trustees. The Trust or Adviser may withdraw the authority granted to the Sub-Adviser pursuant to this Section at any time upon written notice. (d) The Sub-Adviser will select brokers and dealers to effect all portfolio transactions subject to the conditions set forth herein. herein (except to the extent such transactions are effected in accordance with such policies or procedures as may be established by the Board of Trustees and provided to the Sub-Adviser.) In the selection of brokers, dealers or futures commission merchants and the placing of orders for the purchase and sale of portfolio investments for the Fund, the Sub-Adviser shall use its best efforts seek to obtain for the Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. The Adviser reserves the right to direct the Sub-Adviser upon written notice not to execute transactions through any particular broker(s) or dealer(s), and the Sub-Adviser agrees to comply with such request within ten business days of receiving written notice. In using its best efforts seeking to obtain for the Fund the most favorable price and execution available, the Sub-Adviser Adviser, bearing in mind the Fund's best interests at all times, shall consider all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker, dealer, or futures commission merchant involved; and the quality of service rendered by the broker, dealer or futures commission merchant in other transactions. Subject to such policies as the Trustees may determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker, dealer or futures commission merchant that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker, dealer or futures commission merchant would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker, dealer or futures commission merchant, viewed in terms of either that particular transaction or the Sub-Adviser's over-all responsibilities with respect to the Fund and to other clients of the Sub-Adviser or its affiliates as to which the Sub-Adviser or its affiliates exercises investment discretion, notwithstanding that the Fund may not be the exclusive beneficiary of such research. The Sub-Adviser shall maintain records adequate to demonstrate compliance with this section. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable overall price or lower brokerage commissions and efficient execution. Adviser hereby acknowledges that such aggregation of orders may not result in more favorable pricing or lower brokerage commissions in all instances. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in compliance with Section 17(d) of the Investment Company Act of 1940 and the rules established thereunderthereunder (the "1940 Act"), Section 206 of the Investment Advisers Act of 1940 and any rules established thereunder, and pursuant to policies adopted by the Sub-AdviserAdviser and approved by the Board of Trustees of the Fund. (e) The Sub-Adviser will provide advice and reasonable assistance to the Investment Adviser as to the determination of the fair value of certain investments where market quotations are not readily available for purposes of calculating net asset value of the Fund in accordance with valuation procedures and methods established by the Trustees. (f) The Sub-Adviser shall furnish the Adviser and the Board of Trustees with such information and reports regarding the Fund's investments as the Adviser deems reasonably appropriate or as the Board of Trustees shall reasonably request. The Sub-Adviser shall make its officers and employees available from time to time, including attendance at Board of Trustees Meetings, at such reasonable times as the parties may agree to review investment policies of the Fund and to consult with the Adviser or the Board of Trustees regarding the investment affairs of the Fund. (g) The Sub-Adviser shall not consult with any other sub-adviser to the Fund or a sub-adviser to a portfolio that is under common control with the Fund concerning the assets of the Fund, except as permitted by the policies and procedures of the Fund. Notwithstanding the foregoing, Sub-Adviser shall not be prohibited from consulting with any of its affiliated persons concerning transactions in securities or other assets, and Sub-Adviser shall not be prohibited from consulting with any of the other covered advisers concerning compliance with paragraphs (a) and (b) of Rule 12d3-1 of the 1940 Act. (h) In the performance of its duties, the Sub-Adviser shall be subject to, and shall perform in accordance with, the following: (i) provisions of the organizational documents of the Trust that are applicable to the Fund; (ii) the investment objectives, policies and restrictions of the Fund as stated in the Fund's currently effective Prospectus and Statement of Additional Information ("SAI") as amended from time to timetime and communicated to the Sub-Adviser; (iii) the Investment Company Act of 1940 (the "1940 Act") and the Investment Advisers Act of 1940 (the "Advisers Act"); (iv) any written instructions and directions of the Trustees, the Adviser or Fund management; and (v) its general fiduciary responsibility to the Fund. (i) The Sub-Adviser shall assist provide reasonable assistance to the Fund Fund, the Adviser and the Fund's distributor in the preparation of its registration statement, prospectus, shareholder reports, marketing materials and other regulatory filings, or any amendment or supplement thereto (collectively, "Regulatory Filings") and shall provide the Fund with disclosure for use in the Fund's Regulatory Filings, including, without limitation, any requested disclosure related to the Sub-Adviser's investment management personnel, portfolio manager compensation, Codes of Ethics, firm description, investment management strategies and techniques, and proxy voting policies. (j) The Sub-Adviser shall furnish the Adviser, the Board of Trustees and/or the Chief Compliance Officer of the Trust and/or the Adviser with such information, certifications and reports as such persons may reasonably deem appropriate or may request from the Sub-Adviser regarding the Sub-Adviser's compliance with Rule 206(4)-7 of the Advisers Act and the Federal Securities Laws, as defined in Rule 38a-1 under the 1940 Act. Such information, certifications and reports shall include, without limitation, those regarding the Sub-Adviser's compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, Title V of the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Code of Ethics of the Sub-Adviser and the Trust and certifications as to the validity of certain information included in the Fund's Regulatory Filings. The Sub-Adviser shall make its officers and employees (including its Chief Compliance OfficerOfficer or individuals from the Sub-Adviser's Legal and Compliance Department knowledgeable about the Sub-Adviser's compliance program) available to the Adviser and/or the Chief Compliance Officer of the Trust and/or the Adviser from time to time to examine and review the Sub-Adviser's compliance program and its adherence thereto. (k) The Sub-Adviser may from time to time employ or associate with itself any person it believes to be particularly fitted to assist it in providing the services to be performed by the Sub-Adviser hereunder, provided that no such person shall perform any services with respect to the Fund that would constitute an assignment or require a written advisory agreement pursuant to the 1940 Act. Any compensation payable to such persons shall be the sole responsibility of the Sub-Adviser, and neither the Adviser nor the Trust shall have any obligations with respect thereto. (l) The Sub-Adviser shall have no power, authority, responsibility, or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Fund, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Fund assets, and Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Sub-Adviser agrees that it shall provide Adviser with any and all documentation or information relating to the Litigation as may reasonably be requested by Adviser. (m) The Adviser does hereby authorize the Sub-Adviser to execute swaps agreements with counterparties on the Adviser's behalf, subject to prior review and approval of the Adviser, as the Sub-Adviser deems appropriate from time to time in order to carry out the Sub-Adviser's responsibilities hereunder.

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE FUND. (a) The Adviser hereby appoints the Sub-Adviser as investment adviser, on the terms and conditions set forth herein, for the Subadvised Fund’s assets that the Adviser determines in its sole discretion to assign to the Sub-Adviser from time to time (referred to in this Agreement as the “Managed Portion”). The Adviser may, from time to time, make additions to and withdrawals from those Subadvised Fund assets assigned to the Sub-Adviser. The Sub-Adviser accepts these terms and agrees to render the services herein set forth and for the compensation provided herein. (b) Subject to the direction supervision and control of the Adviser and the Board of Trustees Directors (the "Trustees"“Directors”) of the TrustCompany, the Sub-Adviser, at its expense, Adviser will furnish continuously an investment program advisory services for the Fund Managed Portion which shall at all applicable times meet the diversification requirements of Subchapters L and Subchapter M under the U.S. Internal Revenue Code of 1986 1986, as amended (the "“Code"”). The Sub-Adviser, in its discretion, Adviser will make investment decisions on behalf of the Fund Managed Portion (and not any other portion of the Subadvised Fund’s assets) and place all orders for the its purchase and sale of portfolio securitiessecurities with full authority and at its discretion on the Subadvised Fund’s behalf and at the Subadvised Fund’s risk. The For purposes of this Agreement, the Sub-Adviser will be an independent contractor and will not have authority or obligation to act for or represent the Trust Company, the Fund or the Adviser in any way or otherwise be deemed an agent of the Trust Company, the Subadvised Fund or Adviser the Adviser, except as expressly authorized in this Agreement or another writing signed by the TrustAdviser (including, Adviser and without limitation, the Sub-Adviserinvestment guidelines relating to the Managed Portion (the “Investment Guidelines”)). (bc) The Sub-Adviser, at its expense, will furnish (i) all necessary investment and management facilities, including salaries of Sub-Adviser personnel, required for it to execute its duties under this Agreement faithfully and (ii) administrative facilitiesfacilities necessary for the Sub-Adviser to perform its services under this Agreement, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund Managed Portion (excluding determination of net asset value per share, portfolio accounting and shareholder accounting services). The Sub-Adviser shall be responsible for commercially reasonable expenses relating to the printing and mailing of required supplements to the Subadvised Fund's ’s registration statement, provided that such supplements relate solely to a change in control of the Sub-Adviser or any change in the named portfolio manager or managers assigned by the Sub-Adviser to manage the Managed Portion (“Prospectus Changes”). Notwithstanding the foregoing, the Sub-Adviser shall not pay for the cost of generating any such prospectus supplements if, at the time of notification to the Subadvised Fund or the Adviser by the Sub-Adviser of the Prospectus Changes, the Subadvised Fund is generating a supplement for other purposes or the Subadvised Fund or the Adviser does not wish, in its reasonable discretion, to add such Prospectus Changes to a pending supplement. In the event the Sub-Adviser and one or more other subadvisers, if applicable, each require a prospectus supplement for Prospectus Changes simultaneously, the expense (other than the costs of printing and mailing) of a combined supplement will be shared pro rata with such other subadviser(s) based upon the number of pages required by each such subadviser, and each such Sub-Adviser shall pay its pro rata share of printing and mailing costs and expenses based upon the number of supplements required to be printed and mailed. All other expenses not specifically assumed by the Sub-Adviser hereunder or by Adviser under the Agreement are borne by the Subadvised Fund. (cd) The Sub-Adviser shall vote proxies relating to the Fund's Managed Portion’s investment securities in accordance with Sub-Adviser's ’s proxy voting guidelines and procedures in effect from time to time, and shall shall, upon the request of the Adviser, either by telephone or other electronic media, review its proxy voting activities on a periodic basis with the TrusteesDirectors. The Trust Adviser shall cause materials relating to such proxies to be forwarded to the Sub-Adviser in a timely fashion by the Subadvised Fund’s custodian, the Subadvised Fund’s administrator, or another party. It is acknowledged and agreed that the Sub-Adviser shall not be responsible for the filing of claims (or otherwise causing the Subadvised Fund to participate) in class action settlements or similar proceedings in which shareholders may participate related to securities currently or previously associated with the Managed Portion. The Company, the Fund or Adviser may withdraw the proxy voting authority granted to the Sub-Adviser pursuant to this Section at any time upon written notice. (de) The Sub-Adviser will select brokers brokers, dealers and dealers futures commission merchants to effect all portfolio transactions subject to the conditions set forth hereinherein (except to the extent such transactions are effected in accordance with such policies or procedures as may be established by the Directors and delivered to the Sub-Adviser). In the selection of selecting brokers, dealers or futures commission merchants and the placing of orders for the purchase and sale of portfolio investments for the Fundinvestments, the Sub-Adviser shall use its best efforts seek to obtain for the Fund the most favorable price and best execution availableavailable considering all of the circumstances, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. The Sub-Adviser reserves will place orders for the right to direct execution of transactions for the Managed Portion in accordance with Part 2 of the Sub-Adviser upon written notice not Adviser’s Form ADV as it may be amended from time to execute transactions through any particular broker(s) or dealer(s), and the Sub-Adviser agrees to comply with such request within ten business days of receiving written notice. In using its best efforts to obtain for the Fund the most favorable price and execution available, the Sub-Adviser shall consider all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker, dealer, or futures commission merchant involved; and the quality of service rendered by the broker, dealer or futures commission merchant in other transactionstime. Subject to such policies as the Trustees Directors may determine, which are delivered to the Sub-Adviser, and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund Managed Portion to pay a broker, dealer or futures commission merchant that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker, dealer or futures commission merchant would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker, dealer or futures commission merchant, viewed in terms of either that particular transaction or the Sub-Adviser's ’s over-all responsibilities with respect to the Fund Managed Portion and to other clients of the Sub-Adviser or its affiliates as to which the Sub-Adviser or its affiliates exercises investment discretion. The To the extent authorized by Section 28(e) of the Exchange Act and the Directors, the Sub-Adviser shall maintain records adequate not be deemed to demonstrate compliance have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of such action. The Adviser reserves the right to direct the Sub-Adviser, upon written notice, not to execute transactions through any particular broker(s), dealer(s) or futures commission merchant(s), and the Sub-Adviser agrees to comply with this sectionsuch request within a reasonable time of receiving written notice. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund Managed Portion as well as other clients of the Sub-Adviser, the Sub-Adviser Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be so purchased or sold with those of its other investment advisory clients to attempt to obtain a more favorable overall price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in compliance with Section 17(d) of the Investment Company Act of 1940 and the rules established thereunderAct, Section 206 of the Investment Advisers Act of 1940 and 1940, as amended (including any rules established thereunder, the “Advisers Act”), and pursuant to policies adopted by the Sub-Adviser and approved by the Directors. (f) The Adviser acknowledges and agrees that (i) the Sub-Adviser shall not be deemed to be the pricing or valuation agent for the Subadvised Fund, (ii) the Sub-Adviser is not obligated to provide pricing information to satisfy any regulatory, tax or accounting requirements to which the Subadvised Fund may be subject; (iii) none of the information which the Sub-Adviser provides hereunder shall be deemed to be the official books and records of the Subadvised Fund for tax, accounting or any other purpose, (v) the Subadvised Fund will not publish, reproduce (except for internal or archival purposes or in response to requests from Subadvised Fund’s regulators) or disseminate any pricing information provided by the Sub-Adviser without the Sub-Adviser’s consent. Subject to the above, the Sub-Adviser shall provide reasonable assistance to the Adviser and the Subadvised Fund’s custodian to reconcile any material pricing discrepancies between the custodian and the Sub-Adviser. (e) The Sub-Adviser will provide advice and assistance to the Adviser as to the determination of the fair value of certain investments where market quotations are not readily available for purposes of calculating net asset value of the Fund in accordance with valuation procedures and methods established by the Trustees. (fg) The Sub-Adviser shall furnish the Adviser and the Board of Trustees Directors with such information and reports regarding the Fund's investments as the Adviser deems appropriate or as the Board of Trustees Directors shall reasonably request. The Sub-Adviser shall make its officers and employees available from time to time, including attendance at Board Directors’ meetings, as reasonably requested in advance of Trustees Meetingssuch meetings, at such reasonable times as the parties may agree to review the Subadvised Fund’s investment policies of the Fund and to consult with the Adviser or the Board of Trustees Directors regarding the Managed Portion’s investment affairs of the Fund. (g) The Sub-Adviser shall not consult with any other sub-adviser to the Fund or a sub-adviser to a portfolio that is under common control with the Fund concerning the assets of the Fund, except as permitted by the policies and procedures of the Fundaffairs. (h) In accordance with Rule 10f-3, Rule 12d3-1 and Rule 17a-10 under the 1940 Act and any other applicable law or regulation, the Sub-Adviser is not permitted to consult with any other subadviser to the Subadvised Fund or any subadviser to any other funds of the Company, or to any other investment company or investment company series for which the Adviser serves as investment adviser concerning transactions for the Subadvised Fund in securities or other assets. (This Section shall not be deemed to prohibit the Sub-Adviser from consulting with any of its affiliated persons concerning transactions in securities or other assets. This Section shall also be not be deemed to prohibit the Sub-Adviser from consulting with any of the other covered advisers concerning compliance with paragraphs (a) and (b) of Rule 12d3-1 of the 1940 Act). (i) In the performance of its dutiesduties under this Agreement, the Sub-Adviser shall be subject to, and shall seek to perform in accordance with, the following: (i) provisions of the organizational documents of the Trust Company that are applicable apply to the Subadvised Fund; (ii) the investment objectives, policies and restrictions of the Subadvised Fund as stated in the Subadvised Fund's ’s currently effective Prospectus and Statement of Additional Information ("SAI") as amended from time together, the “Registration Statement”, and collectively with the organizational documents of the Company that apply to timethe Subadvised Fund, the “Governing Documents”); (iii) federal securities laws applicable to the Investment performance of the Sub-Adviser’s obligations to the Company Act and the Adviser in respect of 1940 (the "Managed Portion, including without limit the 1940 Act", the Advisers Act, and the Commodity Exchange Act, provided that for purposes of Section 10(f) and 17(a), (d) and (e) of the Investment Advisers Act of 1940 (Act, the "Advisers Act")Sub-Adviser shall effect compliance only in relation to its own affiliates and to affiliated persons identified to it by the Adviser; (iv) any written instructions (including the Investment Guidelines) and directions of the TrusteesDirectors, the Adviser Adviser, or Subadvised Fund managementmanagement (the “Written Instructions”); and (v) its the Sub-Adviser’s general fiduciary responsibility responsibilities under applicable law. The Adviser hereby represents that it has provided to the Fund. (i) Sub-Adviser copies of all current Governing Documents and shall promptly provide to the Sub-Adviser any amendments or supplements thereto. The Sub-Adviser will not be bound to follow any Written Instructions until it has actually received such Written Instructions from the Adviser; provided that the Sub-Adviser shall assist not be required to follow any Written Instruction if and only if (i) it has asked for and received from the Fund Adviser clarification or confirmation of the Written Instruction; and (ii) in the preparation good faith judgment of the Sub-Adviser, it thereafter determines that following such Written Instruction would be reasonably likely to cause the Subadvised Fund or the Sub-Adviser to violate any applicable law, ordinance, rule, regulation, order or guidance of the U.S. Securities and Exchange Commission (the “SEC”) or its staff or the Commodity Futures Trading Commission; and (iii) the Sub-Adviser provides prompt notice to the Adviser of such judgment and the specific authority and facts on which it is based, with sufficient time for the Adviser to address such matter without harm to the Subadvised Fund. All Written Instructions shall be signed by the Fund, the Adviser or their respective authorized agents or, if by telephone, confirmed in writing. A list of persons authorized to give instructions, including Written Instructions, to the Sub-Adviser hereunder with specimen signatures is set out in Schedule A, as amended in writing from time to time, provided that any such changes are communicated to the Sub-Adviser in writing. The Adviser shall provide reasonable notice to the Sub-Adviser of any relevant changes to the Governing Documents, and, absent the Sub-Adviser’s bad faith, willful misfeasance, gross negligence or reckless disregard of its registration statementobligations or duties hereunder, prospectusthe Sub-Adviser shall not be liable for acting in accordance with existing forms of Governing Documents prior to being notified of any amendments thereto. The Adviser shall timely furnish the Sub-Adviser with such additional information as may be reasonably necessary for or reasonably requested by the Sub-Adviser to perform its responsibilities pursuant to this Agreement. (j) Upon the Adviser’s request and if provided with a reasonable period of time to review, the Sub-Adviser shall review and comment upon selected portions, relating to the Sub-Adviser and/or the Managed Portion, of the Subadvised Fund’s Registration Statement, shareholder reports, certain marketing materials and other regulatory filings, or any amendment or supplement thereto (collectively, "“Regulatory Filings"”) and shall provide the Fund Subadvised Fund, at the reasonable request of the Adviser and if provided with a reasonable period of time to prepare, with disclosure reasonably required for use in the Subadvised Fund's ’s Regulatory Filings, including, without limitation, any requested disclosure related to the Sub-Adviser's ’s investment management personnel, portfolio manager compensation, Codes of Ethics, firm description, investment management strategies and techniques, and proxy voting policies. (jk) The Sub-Adviser shall shall, to the extent legally permissible, furnish the Adviser, the Board of Trustees Directors and/or the Chief Compliance Officer of the Trust Company and/or the Adviser (the “CCO”) with such information, certifications and reports as such persons may reasonably deem appropriate or may request upon prior reasonable notice from the Sub-Adviser regarding as necessary or appropriate in order for the Adviser and the Directors to oversee the Sub-Adviser's ’s compliance with applicable law, including: (i) Rule 206(4)-7 of the Advisers Act and Act; (ii) the Federal Securities Lawsfederal securities laws, as defined in Rule 38a-1 under the 1940 Act. Such information; (iii) the Commodity Exchange Act; and (iv) any and all other laws, certifications rules, and reports shall includeregulations, without limitationwhether foreign or domestic, those regarding in each case, applicable at any time to the Sub-Adviser's compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, Title V of the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Code of Ethics operations of the Sub-Adviser and certifications as its services to the validity of certain information included in the Fund's Regulatory FilingsManaged Portion. The Sub-Adviser shall make its officers and employees (including its Chief Compliance OfficerOfficer or his or her designee) available to the Adviser and/or the Chief Compliance Officer of the Trust and/or the Adviser CCO from time to time to review the Sub-Adviser's compliance program time, upon reasonable notice and its adherence thereto.during normal business hours, either in person or by telephone or

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE FUND. (a) The Adviser hereby appoints the Sub-Adviser as investment adviser, on the terms and conditions set forth herein, for the portion of the Fund's assets that the Adviser determines in its sole discretion to assign to the Sub-Adviser from time to time (referred to in this Agreement as the "Managed Portion"). The Adviser may, from time to time, make additions to, and withdrawals from, those Fund assets assigned to the Sub-Adviser. The Sub­ Adviser accepts these terms and agrees to render the services herein set forth and for the compensation provided on Schedule A to this Agreement. (b) Subject to the direction supervision and control of the Adviser and the Board of Trustees (the "Trustees") of the Trust, the Sub-Adviser, at its expense, will furnish continuously an investment program for the Fund Managed Portion which shall meet the diversification requirements of Subchapters L and M under the Internal Revenue Code of 1986 (the "Code"). The Sub-Adviser, in its discretion, will make investment decisions on behalf of the Fund Managed Portion and place all orders for the its purchase and sale of portfolio securities. The Sub-Adviser will be an independent contractor and will not have authority to act for or represent the Trust or Adviser in any way or otherwise be deemed an agent of the Trust or Adviser Adviser, except as expressly authorized in this Agreement or another writing signed by the Trust, Adviser and the Sub-Adviser. (bc) The Sub-Adviser, at its expense, will furnish (i) all necessary investment and management facilities, including salaries of personnel, required for it to execute its duties faithfully and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund Managed Portion (excluding determination of net asset value per share, portfolio accounting and shareholder accounting services). The Sub-Adviser shall be responsible for commercially reasonable expenses relating to the printing and mailing of required supplements to the Fund's registration statement, provided that such supplements relate solely to a change in control of the Sub-Adviser or any change in the portfolio manager or managers assigned by the Sub-Sub Adviser to manage the FundManaged Portion. (cd) The Sub-Adviser shall vote proxies relating to the FundManaged Portion's investment securities in accordance with Sub-Sub Adviser's proxy voting guidelines and procedures in effect from time to time, time and shall review its proxy voting activities on a periodic basis with the Trustees. The Trust or Adviser may withdraw the proxy voting authority granted to the Sub-Sub­ Adviser pursuant to this Section at any time upon written notice. (de) The Sub-Adviser will select brokers and dealers to effect all portfolio transactions subject to the conditions set forth herein. In the selection of selecting brokers, dealers or futures commission merchants and the placing of orders for the purchase and sale of portfolio investments for the Fundinvestments, the Sub-Sub­ Adviser shall use its best efforts to obtain for the Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. The Adviser reserves the right to direct the Sub-Adviser Sub­ Adviser, upon written notice notice, not to execute transactions through any particular broker(s) or dealer(s), and the Sub-Adviser agrees to comply with such request within ten business days of receiving written notice. In using its best efforts to obtain for the Fund the most favorable price and execution available, the Sub-Adviser, bearing in mind the Sub-Adviser is a fiduciary to the Managed Portion, shall consider all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the ofthe broker, dealer, or futures commission merchant involved; and the quality of service rendered by the broker, dealer or futures commission merchant in other transactions. Subject to such policies as the Trustees may determine, the The Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund Managed Portion to pay a broker, dealer or futures commission merchant that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker, dealer or futures commission merchant would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker, dealer or futures commission merchant, viewed in terms of either that particular transaction or the Sub-Adviser's over-all responsibilities with respect to the Fund Managed Portion and to other clients of the Sub-Adviser or its affiliates as to which the Sub-Sub­ Adviser or its affiliates exercises investment discretion. The Sub-Adviser shall maintain records adequate to demonstrate compliance with this sectionSection. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund Managed Portion as well as other clients of the Sub-Adviser, the Sub-Adviser Sub­ Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable overall execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in compliance with Section 17(d) of the Investment Company Act of 1940 and the rules established thereunderAct, Section 206 of the Investment Advisers Act of 1940 and any rules established thereunderthereunder (the "Advisers Act"), and pursuant to policies adopted by the Sub-Adviser. (ef) The Sub-Adviser will provide advice and assistance to the Adviser as to the determination of the fair value of certain investments where market quotations are not readily available for purposes of calculating the Fund's net asset value of the Fund in accordance with valuation procedures and methods established by the Trustees. (fg) The Sub-Adviser shall furnish the Adviser and the Board of Trustees with such information and reports regarding the Fund's investments as the Adviser deems appropriate or as the Board of Trustees shall reasonably request. The Sub-Adviser shall make its officers and employees available from time to time, including attendance at Board of Trustees Trustees' Meetings, at such reasonable times as the parties may agree to review the Fund's investment policies of the Fund and to consult with the Adviser or the Board of Trustees regarding the Managed Portion's investment affairs of the Fundaffairs. (gh) The Sub-Adviser shall not consult with any other sub-adviser to the Fund or with a sub-adviser to a portfolio fund that is under common control with the Fund concerning transactions for the assets of the FundFund in securities or other assets, except as permitted by the Fund's policies and procedures of the Fundprocedures. (hi) In the performance of its duties, the Sub-Adviser shall be subject to, and shall perform in accordance with, the following: (i) provisions of the organizational documents of the Trust that are applicable apply to the Fund; (ii) the investment objectives, policies and restrictions of the Fund as stated in the Fund's currently effective Prospectus and Statement of Additional Information ("SAIS▇▇") as amended from time to time); (iii) the Investment Company Act of 1940 (federal securities laws, including without limit the "1940 Act") , the Advisers Act, and the Investment Advisers Act of 1940 (the "Advisers Commodity Exchange Act"); (iv) any written instructions and directions of the Trustees, the Adviser Adviser, or Fund management; and management that are not inconsistent with (vi)-(iii) its general fiduciary responsibility to the Fund. (i) The Sub-Adviser shall assist the Fund in the preparation of its registration statement, prospectus, shareholder reports, marketing materials and other regulatory filings, or any amendment or supplement thereto (collectively, "Regulatory Filings") and shall provide the Fund with disclosure for use in the Fund's Regulatory Filings, including, without limitation, any requested disclosure related to the Sub-Adviser's investment management personnel, portfolio manager compensation, Codes of Ethics, firm description, investment management strategies and techniques, and proxy voting policies. (j) The Sub-Adviser shall furnish the Adviser, the Board of Trustees and/or the Chief Compliance Officer of the Trust and/or the Adviser with such information, certifications and reports as such persons may reasonably deem appropriate or may request from the Sub-Adviser regarding the Sub-Adviser's compliance with Rule 206(4)-7 of the Advisers Act and the Federal Securities Laws, as defined in Rule 38a-1 under the 1940 Act. Such information, certifications and reports shall include, without limitation, those regarding the Sub-Adviser's compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, Title V of the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Code of Ethics of the Sub-Adviser and certifications as to the validity of certain information included in the Fund's Regulatory Filings. The Sub-Adviser shall make its officers and employees (including its Chief Compliance Officer) available to the Adviser and/or the Chief Compliance Officer of the Trust and/or the Adviser from time to time to review the Sub-Adviser's compliance program and its adherence thereto.and

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE FUND. (a) The Adviser hereby appoints the Sub-Adviser as investment adviser, on the terms and conditions set forth in this Agreement, for the portion of the Fund’s assets that the Adviser or Delaware Investments Fund Advisers (“DIFA”) determines in its sole discretion to assign to the Sub-Adviser from time to time (the “Managed Portion”). The Adviser may, from time to time, increase or reduce the amount of the Managed Portion. The Sub-Adviser accepts these terms and agrees to render the services herein set forth and for the compensation provided on Schedule A to this Agreement. (b) Subject to the direction supervision and control of the Adviser and the Board of Trustees (the "“Trustees"”) of the Trust, during the term of this Agreement, the Sub-Adviser, at its expense, will furnish continuously an investment program for the Fund Managed Portion which shall at all applicable times meet the diversification requirements of Subchapters L and M under the Internal Revenue Code of 1986 (the "“Code"”). The Sub-Adviser, in its discretion, Adviser will make investment decisions on behalf of the Fund Managed Portion and place all orders for the its purchase and sale of portfolio securities. To the extent permitted by law, the Sub-Adviser may from time to time employ or associate itself with such person or persons, including affiliates, as it believes to be particularly fitted to assist it in the execution or performance of its obligations under this Agreement; provided, however, that the use of such persons does not relieve the Sub-Adviser from any obligation or duty under this Agreement, and provided no such person serves or acts as an investment adviser separate from the Sub-Adviser so as to require a new written contract pursuant to the 1940 Act and SEC interpretations. The Sub-Adviser shall remain liable for the performance of its obligations under this Agreement, and for the acts and omissions of its employees or associates. The Sub-Adviser will be an independent contractor and will not have authority to act for or represent the Trust or Adviser in any way or otherwise be deemed an agent of the Trust or Adviser Adviser, except as expressly authorized in this Agreement or another writing signed by the Trust, Adviser and the Sub-Adviser. (bc) The Sub-Adviser, at its expense, will furnish (i) all necessary investment and management facilities, including salaries of personnel, required for it to execute its duties faithfully and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund Managed Portion (excluding determination of net asset value per share, portfolio accounting and shareholder accounting services). The Sub-Adviser shall be responsible for documented, commercially reasonable expenses relating to the printing and mailing of required supplements to the Fund's ’s registration statement, provided that such supplements relate solely to a change in control of the Sub-Adviser or any change in the portfolio manager or managers assigned by the Sub-Adviser to manage the FundManaged Portion. For the avoidance of doubt, except as set forth above, the Fund will bear all other Fund costs and expenses with respect to Sub-Adviser’s management of the Managed Portion, including but not limited to, all custodial fees, brokerage commissions, clearing fees, borrowing charges interest on margin and other borrowings, and any withholding or transfer taxes. (cd) The Sub-Adviser shall vote proxies relating to the Fund's Managed Portion’s investment securities in accordance with the manner in which the Sub-Adviser's proxy voting guidelines and procedures Adviser believes to be in effect from time to timethe best interests of the Managed Portion, and shall review its proxy voting activities on a periodic basis with the Trustees. The Trust or Adviser may withdraw the proxy voting authority granted to the Sub-Adviser pursuant to this Section at any time upon written notice. (de) The Consistent with Sub-Adviser’s best execution policies, the Sub-Adviser will select brokers and dealers to effect all portfolio transactions subject to the conditions set forth hereinherein (except to the extent such transactions are effected in accordance with such policies or procedures as may be established by the Trustees and provided to the Sub-Adviser). In the selection of selecting brokers, dealers or futures commission merchants and the placing of orders for the purchase and sale of portfolio investments for the Fund, the Sub-Adviser shall use its commercially reasonable best efforts to obtain for the Fund the most favorable price and execution available, except to the extent extent: (i) it may be permitted to pay higher brokerage commissions for brokerage and research services as described below; or (ii) the Adviser restricts the Sub-Adviser from executing transactions with particular broker(s) or dealers(s) as provided below. The Adviser reserves the right to direct the Sub-Adviser Adviser, upon written notice notice, not to execute transactions through any particular broker(s) or dealer(s), and the Sub-Adviser agrees to make reasonable efforts to comply with such request within ten business days of receiving written notice. In using its commercially reasonable best efforts to obtain for the Fund the most favorable price and execution available, the Sub-Adviser Adviser, bearing in mind the Fund’s best interests at all times, shall consider all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker, dealer, or futures commission merchant involved; and the quality of service rendered by the broker, dealer or futures commission merchant in other transactions. Subject to such policies as the Trustees may determinedetermine and provide to the Sub-Adviser, the Sub-Adviser shall not be deemed to have acted unlawfully impermissibly or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker, dealer or futures commission merchant that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker, dealer or futures commission merchant would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker, dealer or futures commission merchant, viewed in terms of either that particular transaction or the Sub-Adviser's ’s over-all responsibilities with respect to the Fund and to other clients of the Sub-Adviser or its affiliates as to which the Sub-Adviser or its affiliates exercises investment discretion. The Sub-Adviser shall maintain records adequate to demonstrate compliance with this sectionSection. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund Managed Portion as well as other clients of the Sub-Adviser, the Sub-Adviser Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable overall price or lower brokerage commissions and/or better execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in compliance with Section 17(d) of the Investment Company Act of 1940 and the rules established thereunderAct, Section 206 of the Investment Advisers Act of 1940 and any the rules established thereunder, and pursuant to policies adopted by the Sub-AdviserAdviser and approved by the Trustees. (ef) The Upon reasonable request, the Sub-Adviser will provide advice and assistance to the Adviser as to the determination of the fair value of certain investments where market quotations are not readily available for purposes of calculating the net asset value of the Fund Managed Portion in accordance with valuation procedures and methods established by the Trustees. (fg) The Sub-Adviser shall furnish the Adviser and the Board of Trustees with such information and reports regarding the Fund's investments as the Adviser reasonably deems appropriate or as the Board of Trustees shall reasonably requestrequest regarding the management of the Managed Portion. The Sub-Adviser shall make its officers and employees available from time to time, including attendance at Board of Trustees Trustees’ Meetings, at such reasonable times as the parties may agree to review the Funds’ investment policies of (solely as they relate to the Fund Managed Portion) and to consult with the Adviser or the Board of Trustees regarding the investment affairs performance of the FundManaged Portion. (gh) The Sub-Adviser shall not consult with any other sub-adviser to the Fund Funds or a sub-adviser to a portfolio that is under common control with any other account managed by the Fund Adviser concerning the assets of the FundFunds, except as permitted by the each Fund’s policies and procedures procedures. Notwithstanding the foregoing, Sub-Adviser shall not be prohibited from consulting with any of its affiliates concerning transactions in securities or other assets generally (i.e., without reference to the Funds), and Sub-Adviser shall not be prohibited from consulting with any of the other covered advisers concerning compliance with paragraphs (a) and (b) of Rule 12d3-1 of the 1940 Act. The Sub-Adviser acknowledges that DIFA has been delegated the responsibility to monitor and evaluate the investment advisory services provided to the Fund by the Sub-adviser. From time to time as DIFA may reasonably request, the Sub-adviser will furnish to DIFA reports and information including but not limited to the following: reports on Fund portfolio transactions, Sub-Adviser’s compliance program, Sub-Adviser’s compliance with the Fund’s compliance program, material violations of any compliance program and other reports on the assets managed by Sub-Adviser under this Agreement, all in such reasonable detail as DIFA may request. Sub-Adviser will also inform the Adviser and DIFA in a timely manner of material changes in portfolio managers responsible for Subadviser Assets, any changes in the ownership or management of Sub-Adviser, or of material changes in the control of Sub-Adviser. (hi) In the performance of its duties, the Sub-Adviser shall be subject to, and shall perform in accordance with, the following: (i) provisions of the organizational documents of the Trust that are applicable apply to the Fund; (ii) the investment objectives, policies and restrictions of the Fund as stated in the Fund's ’s currently effective Prospectus and Statement of Additional Information ("“SAI") as amended from time to time”); (iii) the Investment Company Act of 1940 (federal securities laws, including without limit the "1940 Act") , the Advisers Act, and the Investment Advisers Act of 1940 (the "Advisers Commodity Exchange Act"); (iv) any written instructions and directions of the Trustees, the Adviser Adviser, or Fund management; and (v) its the Sub-Adviser’s general fiduciary responsibility responsibilities under applicable law; provided, however, that, in the case of (i) and (ii), Sub-Adviser shall only be subject to the Fundextent that such documents have been actually provided to the Sub-Adviser. (ij) The Sub-Adviser shall assist provide reasonable assistance, but only with respect to the Fund services provided pursuant to this Agreement, in the preparation of its registration statementstatements, prospectusprospectuses, shareholder reports, certain marketing materials and other regulatory filings, or any amendment or supplement thereto (collectively, "“Regulatory Filings"”) and shall provide the Fund with disclosure for use in the Fund's in, or as may be required by, Regulatory Filings, including, without limitation, any requested disclosure related to the Sub-Adviser's ’s investment management personnel, portfolio manager compensation, Codes of Ethics, firm description, investment management strategies and techniques, and proxy voting policies. (jk) The Sub-Adviser shall furnish the Adviser, the Board of Trustees and/or the Chief Compliance Officer of the Trust and/or the Adviser (the “CCO”) with such information, certifications and reports as such persons may reasonably deem appropriate or may reasonably request from the Sub-Adviser regarding the Sub-Adviser's ’s compliance with applicable law in connection with its services to the Managed Portion, including: (i) Rule 206(4)-7 of the Advisers Act and Act; (ii) the Federal Securities Lawsfederal securities laws, as defined in Rule 38a-1 under the 1940 Act. Such information; (iii) the Commodity Exchange Act; and (iv) any and all other laws, certifications rules, and reports shall includeregulations, without limitationwhether foreign or domestic, those regarding in each case, applicable at any time to the Sub-Adviser's compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, Title V of the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Code of Ethics operations of the Sub-Adviser and certifications as with respect to the validity provision of certain information included in its services to the Fund's Regulatory FilingsManaged Portion. The Sub-Adviser shall make its officers and employees (including its Chief Compliance Officer) available to the Adviser and/or the Chief Compliance Officer of the Trust and/or the Adviser CCO from time to time to examine and review the Sub-Adviser's ’s compliance program and its adherence thereto, during reasonable business hours and upon reasonable notice by the Adviser and/or the CCO. (l) The Sub-Adviser shall have no power, authority, responsibility, or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Managed Portion, including, without limitation, to file proofs of claim or other documents related to such proceedings (the “Litigation”), or to investigate, initiate, supervise, or monitor the Litigation involving the Managed Portion, and Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Sub-Adviser agrees that it shall provide Adviser with any and all documentation or information relating to the Litigation as may reasonably be requested by Adviser. (m) The Sub-Adviser, as the Fund’s agent and attorney-in-fact, when it deems appropriate and without prior consultation with the Adviser or the Fund, may purchase, sell, exchange or convert foreign currency in the spot or forward markets in connection with portfolio trades as agent, at the market rate, as determined by the Sub-Adviser in its sole discretion. Conversion of currencies into and out of the base currency of the Fund in unrestricted markets with respect to portfolio trades shall be performed by the Sub-Adviser. Conversion of currencies into and out of the base currency of the Fund in restricted markets and income repatriation shall generally be the responsibility of the Fund’s custodian. (n) The Sub-Adviser is authorized, on behalf of the Fund, to open brokerage accounts and to negotiate and execute, on its own behalf or on behalf of the Fund, account documentation, agreements, contracts and other documents requested by brokers, dealers, counterparties and other persons in connection with Sub-Adviser’s duties under this Agreement. In such respect, Sub-Adviser shall act as the Adviser’s and the Fund’s agents and attorneys in fact. The Sub-Adviser is authorized, on behalf of the Fund, to negotiate and enter into futures account agreements, ISDA master agreements and related documents, and to open accounts and take other necessary or appropriate actions related thereto, in accordance with Trust procedures. (o) The Adviser represents that the Fund is a “qualified eligible person” within the meaning of Commodity Futures Trading Commission (“CFTC”) Regulations Rule 4.7 and, as such, consents to the Sub-Adviser treating any futures accounts established by the Sub-Adviser in the name and on behalf of the Fund in accordance with the exemption contained in CFTC Regulations Rule 4.7.

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE FUND. (a) Subject to the direction and control of the Board of Trustees (the "Trustees") of the Trust, the Sub-Adviser, at its expense, will furnish continuously an investment program for the Fund which shall at all times meet the diversification requirements of Subchapters L and M under Section 817(h) of the Internal Revenue Code of 1986 (the "Code"). In the event Section 817(h) of the Code is amended, the Adviser shall notify the Sub-Adviser of such event, and the Sub-Adviser shall cause the investment program for the Fund to comply with such amendment(s). The Sub-Adviser, in its discretion, Adviser will make investment decisions on behalf of the Fund and place all orders for the purchase and sale of portfolio securities. The Sub-Adviser will be an independent contractor and will not have authority to act for or represent the Trust or Adviser in any way or otherwise be deemed an agent of the Trust or Adviser except as expressly authorized in this Agreement or another writing by the Trust, Adviser and the Sub-Adviser. (b) The Sub-Adviser, at its expense, will furnish (i) all necessary investment and management facilities, including salaries of personnel, required for it to execute its duties faithfully and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund (excluding determination of net asset value per share, portfolio accounting and shareholder accounting services). The Sub-Adviser shall be responsible for commercially reasonable expenses relating to the printing and mailing of required supplements to the Fund's registration statement, provided that such supplements relate solely to a change in control of the Sub-Adviser or any change in the portfolio manager or managers assigned by the Sub-Adviser to manage the Fund. (c) The Sub-Adviser shall vote proxies relating to the Fund's investment securities in accordance with the manner in which the Sub-Adviser's proxy voting guidelines and procedures Adviser believes to be in effect from time to timethe best interests of the Fund, and shall review its proxy voting activities on a periodic basis with the Trustees. The Trust or Adviser may withdraw the authority granted to the Sub-Adviser pursuant to this Section at any time upon written notice. (d) The Sub-Adviser will select brokers and dealers to effect all portfolio transactions subject to the conditions set forth hereinherein (except to the extent such transactions are effected in accordance with such policies or procedures as may be established by the Board of Trustees and to the extent permitted by the Sub-Adviser's internal guidelines or policies regarding directed brokerage). In the selection of brokers, dealers or futures commission merchants and the placing of orders for the purchase and sale of portfolio investments for the Fund, the Sub-Adviser shall use its best efforts to obtain for the Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. The Adviser reserves the right to direct the Sub-Adviser upon written notice not to execute transactions through any particular broker(s) or dealer(s), and the Sub-Adviser agrees to comply with such request within ten business days of receiving written notice. In using its best efforts to obtain for the Fund the most favorable price and execution available, the Sub-Adviser Adviser, bearing in mind the Fund's best interests at all times, shall consider all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker, dealer, or futures commission merchant involved; and the quality of service rendered by the broker, dealer or futures commission merchant in other transactions. Subject to such policies as the Trustees may determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker, dealer or futures commission merchant that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker, dealer or futures commission merchant would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker, dealer or futures commission merchant, viewed in terms of either that particular transaction or the Sub-Adviser's over-all responsibilities with respect to the Fund and to other clients of the Sub-Adviser or its affiliates as to which the Sub-Adviser or its affiliates exercises investment discretion. The Sub-Adviser shall maintain records adequate to demonstrate compliance with this section. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable overall price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in compliance with Section 17(d) of the Investment Company Act of 1940 and the rules established thereunder, Section 206 of the Investment Advisers Act of 1940 and any rules established thereunder, and pursuant to policies adopted by the Sub-AdviserAdviser and approved by the Board of Trustees of the Fund. (e) The Sub-Adviser will provide advice and assistance to the Investment Adviser as to the determination of the fair value of certain investments where market quotations are not readily available for purposes of calculating net asset value of the Fund in accordance with valuation procedures and methods established by the Trustees. (f) The Sub-Adviser shall furnish the Adviser and the Board of Trustees with such information and reports regarding the Fund's investments as the Adviser deems appropriate or as the Board of Trustees shall reasonably request. The Sub-Adviser shall make its officers and employees available from time to time, including attendance at Board of Trustees Meetings, at such reasonable times as the parties may agree to review investment policies of the Fund Fund, and to consult with the Adviser or the Board of Trustees regarding the investment affairs of the Fund. (g) The Sub-Adviser shall not consult with any other sub-adviser to the Fund or a sub-adviser to a portfolio that is under common control with the Fund concerning the assets of the Fund, except as permitted by the policies and procedures of the Fund. (h) In the performance of its duties, the Sub-Adviser shall be subject to, and shall perform in accordance with, the following: (i) provisions of the organizational documents of the Trust that are applicable to the Fund; (ii) the investment objectives, policies and restrictions of the Fund as stated in the Fund's currently effective Prospectus and Statement of Additional Information ("SAI") ), as amended from time to time; (iii) the Investment Company Act of 1940 (the "1940 Act") and the Investment Advisers Act of 1940 (the "Advisers Act"); (iv) any written instructions and directions of the Trustees, the Adviser or Fund management; and (v) its general fiduciary responsibility to the Fund. (i) The Sub-Adviser shall assist the Fund in the preparation of its registration statement, prospectus, shareholder reports, marketing materials and other regulatory filings, or any amendment or supplement thereto (collectively, "Regulatory Filings") and shall provide the Fund with disclosure for use in the Fund's Regulatory Filings, including, without limitation, any requested disclosure related to the Sub-Adviser's investment management personnel, portfolio manager compensation, Codes of Ethics, firm description, investment management strategies and techniques, and proxy voting policies. (j) The Sub-Adviser shall furnish the Adviser, the Board of Trustees and/or the Chief Compliance Officer of the Trust and/or the Adviser with such information, certifications and reports as such persons may reasonably deem appropriate or may request from the Sub-Adviser regarding the Sub-Adviser's compliance with Rule 206(4)-7 of the Advisers Act and the Federal Securities Laws, as defined in Rule 38a-1 under the 1940 Act. Such information, certifications and reports shall include, without limitation, those regarding the Sub-Adviser's compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, Title V of the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Code of Ethics of the Sub-Adviser and the Trust and certifications as to the validity of certain information included in the Fund's Regulatory Filings. The Sub-Adviser shall make its officers and employees (including its Chief Compliance Officer) available to the Adviser and/or the Chief Compliance Officer of the Trust and/or the Adviser from time to time to examine and review the Sub-Adviser's compliance program and its adherence thereto.

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE FUND. (a) Subject to the direction and control of the Board of Trustees (the "“Trustees"”) of the Trust, the Sub-Adviser, at its expense, Adviser will furnish continuously an investment program for the Fund which shall at all times meet the diversification requirements of Subchapters L and M under Section 817(h) of the Internal Revenue Code of 1986 (the "“Code"”). The Sub-Adviser, in its discretion, Adviser will make investment decisions on behalf of the Fund and place all orders for the purchase and sale of portfolio securities. The Sub-Adviser will be an independent contractor and will not have authority to act for or represent the Trust or Adviser in any way or otherwise be deemed an agent of the Trust or Adviser except as expressly authorized in this Agreement or another as agreed to in writing by the Trust, Adviser and the Sub-Adviser. Pursuant to this agreement Sub-Adviser shall possess full power and authority on behalf of the Fund and at risk of, and in the name of, Fund (a) to buy, sell, exchange, convert and otherwise trade in any and all securities and other assets as Sub-Adviser may select; (b) to instruct any custodian of any security or other asset of the Fund to deliver securities or assets sold, exchanged, or otherwise disposed of from the Fund’s account; (c) to pay cash for securities or assets delivered to any trustee or custodian upon acquisition for the Fund; (d) to consent to any class action, plan or reorganization, merger, combination, consolidation, liquidation or similar plan with reference to such securities or other assets; (e) to exercise or dispose of subscription rights, warrants and fractional shares as it deems to be in Fund’s best interests; (f) to deal through accounts with one or more securities or commodities brokerage firms, dealers or banks; and (g) generally to perform any other act necessary to enable Sub-Adviser to carry out its obligations under this Agreement. This discretionary authority shall remain in full force and effect until Sub-Adviser receives written notice from the Adviser of its termination. It is understood and agreed that Sub-Adviser shall have no obligation whatsoever to initiate, pursue and/or prosecute any claim, proceeding or action on behalf of the Fund or Adviser. (b) The Sub-Adviser, at its expense, will furnish (i) all necessary investment and management facilities, including salaries of Sub-Adviser’s personnel, required for it to execute its duties faithfully and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment as Sub-Adviser determines is necessary for the efficient conduct of the investment affairs of the Fund (excluding determination of net asset value per share, portfolio accounting and shareholder accounting services)Sub-Adviser to execute its obligations under this Agreement. The Sub-Adviser shall be responsible for commercially reasonable expenses relating to the printing and mailing of required supplements to the Fund's ’s registration statement, provided that such supplements relate solely to a change in control of the Sub-Adviser or any change in the portfolio manager or managers assigned by the Sub-Adviser to manage the Fund. (c) The Sub-Adviser shall vote proxies relating to the Fund's ’s investment securities in the manner in which the Sub-Adviser believes to be in the best interests of the Fund, including voting in accordance with the Sub-Adviser's proxy voting guidelines ’s Proxy Voting Policies and procedures in effect from time to timeProcedures, and shall review its proxy voting activities on a periodic basis with the Trustees. The Trust or Adviser may withdraw the authority granted to the Sub-Adviser pursuant to this Section at any time upon written notice. Sub-Adviser’s responsibilities with respect to proxy voting shall be limited to submission of votes, which have been forwarded to Sub-Adviser in a timely manner by the Adviser’s voting agent. Sub-Adviser shall not have any supervisory responsibility with respect to the Adviser’s voting agent. (d) The Sub-Adviser will select brokers and dealers to effect all portfolio transactions subject to the conditions set forth herein. herein (except to the extent such transactions are effected in accordance with such policies or procedures as may be established by the Board of Trustees.) In the selection of brokers, dealers or futures commission merchants and the placing of orders for the purchase and sale of portfolio investments for the Fund, the Sub-Adviser shall use its best efforts to seek to obtain for the Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. The Adviser reserves the right to direct the Sub-Adviser upon written notice not to execute transactions through any particular broker(s) or dealer(s), and the Sub-Adviser agrees to comply with such request within ten business days of receiving written notice. In using its best efforts to obtain for the Fund the most favorable price and execution available, the Sub-Adviser Adviser, bearing in mind the Fund’s best interests at all times, shall consider all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker, dealer, or futures commission merchant involved; and the quality of service rendered by the broker, dealer or futures commission merchant in other transactions. Subject to such policies as the Trustees may determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker, dealer or futures commission merchant that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker, dealer or futures commission merchant would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker, dealer or futures commission merchant, viewed in terms of either that particular transaction or the Sub-Adviser's ’s over-all responsibilities with respect to the Fund and to other clients of the Sub-Adviser or its affiliates as to which the Sub-Adviser or its affiliates exercises investment discretion. The Sub-Adviser shall maintain records it has reasonably determined are adequate to demonstrate compliance with this section. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable overall price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in compliance with Section 17(d) of the Investment Company Act of 1940 and the rules established thereunder, Section 206 of the Investment Advisers Act of 1940 and any rules established thereunder, and pursuant to policies adopted by the Sub-AdviserAdviser and approved by the Board of Trustees of the Fund. (e) The Sub-Adviser will provide reasonable advice and assistance to the Investment Adviser as to the determination of the fair value of certain investments where market quotations are not readily available for purposes of calculating net asset value of the Fund in accordance with valuation procedures and methods established by the Trustees. (f) The Sub-Adviser shall furnish the Adviser and the Board of Trustees with such information and reports regarding the Fund's ’s investments as the Adviser deems appropriate or as the Board of Trustees shall reasonably request. The Sub-Adviser shall make its officers and employees available from time to time, including attendance at Board of Trustees Meetings, at such reasonable times as the parties may agree to review investment policies the Sub-Adviser’s investments on behalf of the Fund and to consult with the Adviser or the Board of Trustees regarding the investment affairs of the Fund. (g) The Sub-Adviser shall not consult with any other sub-adviser to the Fund or a sub-adviser to a portfolio that is under common control with the Fund concerning the assets of the Fund, except as permitted by the policies and procedures of the Fund. (h) In the performance of its duties, the Sub-Adviser shall be subject to, and shall perform in accordance with, the following: (i) provisions of the organizational documents of the Trust that are applicable to the Fund; (ii) the investment objectives, policies and restrictions of the Fund as stated in the Fund's ’s currently effective Prospectus and Statement of Additional Information ("“SAI"”) as amended from time to time; (iii) the Investment Company Act of 1940 1940, as amended (the "“1940 Act"”) and the Investment Advisers Act of 1940 1940, as amended (the "“Advisers Act"”); (iv) any written instructions and directions of the Trustees, the Adviser or Fund management; and (v) its general fiduciary responsibility to the Fund. (i) The Sub-Adviser shall assist provide reasonable assistance to the Fund in the preparation of its registration statement, prospectus, shareholder reports, marketing materials and other regulatory filings, or any amendment or supplement thereto (collectively, "“Regulatory Filings"”) and shall provide the Fund with disclosure for use in the Fund's ’s Regulatory Filings, including, without limitation, any requested disclosure related to the Sub-Adviser's ’s investment management personnel, portfolio manager compensation, Codes of Ethics, firm description, investment management strategies and techniques, and proxy voting policies. (j) The Sub-Adviser shall furnish the Adviser, the Board of Trustees and/or the Chief Compliance Officer of the Trust and/or the Adviser with such information, certifications and reports as such persons may reasonably deem appropriate or may request from the Sub-Adviser regarding the Sub-Adviser's ’s compliance with Rule 206(4)-7 of the Advisers Act Act, and the Federal Securities Laws, as defined in compliance with Rule 38a-1 under the 1940 ActAct (including compliance with the Federal Securities Laws as defined under that Rule). Such information, certifications and reports shall include, without limitation, those regarding the Sub-Adviser's ’s compliance with the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, Title V of the ▇G▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Code of Ethics of the Sub-Adviser and the Trust and certifications as to the validity of certain the information included in the Fund's ’s Regulatory Filings. The Sub-Adviser shall make its officers and employees (including its Chief Compliance Officer) available to the Adviser and/or the Chief Compliance Officer of the Trust and/or the Adviser from time upon reasonable request to time to examine and review the Sub-Adviser's ’s compliance program and its adherence thereto.

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE FUND. (a) Subject to the direction and control of the Board of Trustees (the "Trustees") of the Trust, during the term of this Sub-Advisory Agreement, the Sub-Adviser, at its expense, will furnish continuously an investment program for the Fund which shall meet the diversification requirements of Subchapters L and M under the Internal Revenue Code of 1986 (the "Code"). The Sub-Adviser, in its discretion, Adviser will make investment decisions on behalf of the Fund and place all orders for the purchase and sale of portfolio securities. The Sub-Adviser will be an independent contractor and will not have authority to act for or represent the Trust or Adviser in any way or otherwise be deemed an agent of the Trust or Adviser except as expressly authorized in this Agreement or another writing by the Trust, Adviser and the Sub-Adviser. (b) The Sub-Adviser, at its expense, will furnish (i) all necessary investment and management facilities, including salaries of personnel, required for it to execute its duties faithfully and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund (excluding determination of net asset value per share, portfolio accounting and shareholder accounting services). The Sub-Adviser shall be responsible for commercially reasonable expenses relating to the printing and mailing of required supplements to the Fund's registration statement, provided that such supplements relate solely to a change in control of the Sub-Adviser or any change in the portfolio manager or managers assigned by the Sub-Adviser to manage the Fund., and further provided that Adviser provides Sub-Adviser with an estimate of expense in advance of distributing the supplement.. (c) The Sub-Adviser shall vote proxies relating to the Fund's investment securities in accordance with the Sub-Adviser's proxy voting guidelines policy and procedures in effect guidelines, as they may be amended from time to time, and in the manner in which the Sub-Adviser believes to be in the best interests of the Fund, and shall review its proxy voting activities on a periodic basis with the Trustees. The Trust or Adviser may withdraw the authority granted to the Sub-Adviser pursuant to this Section at any time upon written notice. (d) The Sub-Adviser will select brokers and dealers to effect all portfolio transactions subject to the conditions set forth herein. herein (except to the extent such transactions are effected in accordance with such policies or procedures as may be established by the Board of Trustees and provided to the Sub-Adviser.) In the selection of brokers, dealers or futures commission merchants and the placing of orders for the purchase and sale of portfolio investments for the Fund, the Sub-Adviser shall use its best efforts seek to obtain for the Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. The Adviser reserves the right to direct the Sub-Adviser upon written notice not to execute transactions through any particular broker(s) or dealer(s), and the Sub-Adviser agrees to comply with such request within ten business days of receiving written notice. In using its best efforts seeking to obtain for the Fund the most favorable price and execution available, the Sub-Adviser Adviser, bearing in mind the Fund's best interests at all times, shall consider all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker, dealer, or futures commission merchant involved; and the quality of service rendered by the broker, dealer or futures commission merchant in other transactions. Subject to such policies as the Trustees may determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker, dealer or futures commission merchant that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker, dealer or futures commission merchant would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker, dealer or futures commission merchant, viewed in terms of either that particular transaction or the Sub-Adviser's over-all responsibilities with respect to the Fund and to other clients of the Sub-Adviser or its affiliates as to which the Sub-Adviser or its affiliates exercises investment discretion, notwithstanding that the Fund may not be the exclusive beneficiary of such research. The Sub-Adviser shall maintain records adequate to demonstrate compliance with this section. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable overall price or lower brokerage commissions and efficient execution. Adviser hereby acknowledges that such aggregation of orders may not result in more favorable pricing or lower brokerage commissions in all instances. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in compliance with Section 17(d) of the Investment Company Act of 1940 and the rules established thereunderthereunder (the "1940 Act"), Section 206 of the Investment Advisers Act of 1940 and any rules established thereunder, and pursuant to policies adopted by the Sub-AdviserAdviser and approved by the Board of Trustees of the Fund. (e) The Sub-Adviser will provide advice and reasonable assistance to the Investment Adviser as to the determination of the fair value of certain investments where market quotations are not readily available for purposes of calculating net asset value of the Fund in accordance with valuation procedures and methods established by the Trustees. (f) The Sub-Adviser shall furnish the Adviser and the Board of Trustees with such information and reports regarding the Fund's investments as the Adviser deems reasonably appropriate or as the Board of Trustees shall reasonably request. The Sub-Adviser shall make its officers and employees available from time to time, including attendance at Board of Trustees Meetings, at such reasonable times as the parties may agree to review investment policies of the Fund and to consult with the Adviser or the Board of Trustees regarding the investment affairs of the Fund. (g) The Sub-Adviser shall not consult with any other sub-adviser to the Fund or a sub-adviser to a portfolio that is under common control with the Fund concerning the assets of the Fund, except as permitted by the policies and procedures of the Fund. Notwithstanding the foregoing, Sub-Adviser shall not be prohibited from consulting with any of its affiliated persons concerning transactions in securities or other assets, and Sub-Adviser shall not be prohibited from consulting with any of the other covered advisers concerning compliance with paragraphs (a) and (b) of Rule 12d3-1 of the 1940 Act. (h) In the performance of its duties, the Sub-Adviser shall be subject to, and shall perform in accordance with, the following: (i) provisions of the organizational documents of the Trust that are applicable to the Fund; (ii) the investment objectives, policies and restrictions of the Fund as stated in the Fund's currently effective Prospectus and Statement of Additional Information ("SAI") as amended from time to timetime and communicated to the Sub-Adviser; (iii) the Investment Company Act of 1940 (the "1940 Act") and the Investment Advisers Act of 1940 (the "Advisers Act"); (iv) any written instructions and directions of the Trustees, the Adviser or Fund management; and (v) its general fiduciary responsibility to the Fund. (i) The Sub-Adviser shall assist provide reasonable assistance to the Fund Fund, the Adviser and the Fund's distributor in the preparation of its registration statement, prospectus, shareholder reports, marketing materials and other regulatory filings, or any amendment or supplement thereto (collectively, "Regulatory Filings") and shall provide the Fund with disclosure for use in the Fund's Regulatory Filings, including, without limitation, any requested disclosure related to the Sub-Adviser's investment management personnel, portfolio manager compensation, Codes of Ethics, firm description, investment management strategies and techniques, and proxy voting policies. (j) The Sub-Adviser shall furnish the Adviser, the Board of Trustees and/or the Chief Compliance Officer of the Trust and/or the Adviser with such information, certifications and reports as such persons may reasonably deem appropriate or may request from the Sub-Adviser regarding the Sub-Adviser's compliance with Rule 206(4)-7 of the Advisers Act and the Federal Securities Laws, as defined in Rule 38a-1 under the 1940 Act. Such information, certifications and reports shall include, without limitation, those regarding the Sub-Adviser's compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, Title V of the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Code of Ethics of the Sub-Adviser and the Trust and certifications as to the validity of certain information included in the Fund's Regulatory Filings. The Sub-Adviser shall make its officers and employees (including its Chief Compliance OfficerOfficer or individuals from the Sub-Adviser's Legal and Compliance Department knowledgeable about the Sub-Adviser's compliance program) available to the Adviser and/or the Chief Compliance Officer of the Trust and/or the Adviser from time to time to examine and review the Sub-Adviser's compliance program and its adherence thereto. (k) The Sub-Adviser shall have no power, authority, responsibility, or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Fund, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Fund assets, and Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Sub-Adviser agrees that it shall provide Adviser with any and all documentation or information relating to the Litigation as may reasonably be requested by Adviser. (l) The Adviser does hereby authorize the Sub-Adviser to execute swaps agreements with counterparties on the Adviser's behalf, subject to prior review and approval of the Adviser, as the Sub-Adviser deems appropriate from time to time in order to carry out the Sub-Adviser's responsibilities hereunder.

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE FUND. (a) Subject to the direction and control of the Board of Trustees (the "Trustees") of the Trust, the Sub-Adviser, at its expense, Adviser will furnish continuously an investment program for the Fund which shall at all times meet the diversification requirements of Subchapters L and M under Section 817(h) of the Internal Revenue Code of 1986 (the "Code"). The Sub-Adviser, in its discretion, Adviser will make investment decisions on behalf of the Fund and place all orders for the purchase and sale of portfolio securities. The Sub-Adviser will be an independent contractor and will not have authority to act for or represent the Trust or Adviser in any way or otherwise be deemed an agent of the Trust or Adviser except as expressly authorized in this Agreement or another as agreed to in writing by the Trust, Adviser and the Sub-Adviser. Pursuant to this agreement Sub-Adviser shall possess full power and authority on behalf of the Fund and at risk of, and in the name of, Fund (a) to buy, sell, exchange, convert and otherwise trade in any and all securities and other assets as Sub-Adviser may select; (b) to instruct any custodian of any security or other asset of the Fund to deliver securities or assets sold, exchanged, or otherwise disposed of from the Fund's account; (c) to pay cash for securities or assets delivered to any trustee or custodian upon acquisition for the Fund; (d) to consent to any class action, plan or reorganization, merger, combination, consolidation, liquidation or similar plan with reference to such securities or other assets; (e) to exercise or dispose of subscription rights, warrants and fractional shares as it deems to be in Fund's best interests; (f) to deal through accounts with one or more securities or commodities brokerage firms, dealers or banks; and (g) generally to perform any other act necessary to enable Sub-Adviser to carry out its obligations under this Agreement. This discretionary authority shall remain in full force and effect until Sub-Adviser receives written notice from the Adviser of its termination. It is understood and agreed that Sub-Adviser shall have no obligation whatsoever to initiate, pursue and/or prosecute any claim, proceeding or action on behalf of the Fund or Adviser. (b) The Sub-Adviser, at its expense, will furnish (i) all necessary investment and management facilities, including salaries of Sub-Adviser's personnel, required for it to execute its duties faithfully and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment as Sub-Adviser determines is necessary for the efficient conduct of the investment affairs of the Fund (excluding determination of net asset value per share, portfolio accounting and shareholder accounting services)Sub-Adviser to execute its obligations under this Agreement. The Sub-Adviser shall be responsible for commercially reasonable expenses relating to the printing and mailing of required supplements to the Fund's registration statement, provided that such supplements relate solely to a change in control of the Sub-Adviser or any change in the portfolio manager or managers assigned by the Sub-Adviser to manage the Fund. (c) The Sub-Adviser shall vote proxies relating to the Fund's investment securities in the manner in which the Sub-Adviser believes to be in the best interests of the Fund, including voting in accordance with the Sub-Adviser's proxy voting guidelines Proxy Voting Policies and procedures in effect from time to timeProcedures, and shall review its proxy voting activities on a periodic basis with the Trustees. The Trust or Adviser may withdraw the authority granted to the Sub-Adviser pursuant to this Section at any time upon written notice. Sub-Adviser's responsibilities with respect to proxy voting shall be limited to submission of votes, which have been forwarded to Sub-Adviser in a timely manner by the Adviser's voting agent. Sub-Adviser shall not have any supervisory responsibility with respect to the Adviser's voting agent. (d) The Sub-Adviser will select brokers and dealers to effect all portfolio transactions subject to the conditions set forth herein. herein (except to the extent such transactions are effected in accordance with such policies or procedures as may be established by the Board of Trustees.) In the selection of brokers, dealers or futures commission merchants and the placing of orders for the purchase and sale of portfolio investments for the Fund, the Sub-Adviser shall use its best efforts to seek to obtain for the Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. The Adviser reserves the right to direct the Sub-Adviser upon written notice not to execute transactions through any particular broker(s) or dealer(s), and the Sub-Adviser agrees to comply with such request within ten business days of receiving written notice. In using its best efforts to obtain for the Fund the most favorable price and execution available, the Sub-Adviser Adviser, bearing in mind the Fund's best interests at all times, shall consider all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker, dealer, or futures commission merchant involved; and the quality of service rendered by the broker, dealer or futures commission merchant in other transactions. Subject to such policies as the Trustees may determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker, dealer or futures commission merchant that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker, dealer or futures commission merchant would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker, dealer or futures commission merchant, viewed in terms of either that particular transaction or the Sub-Adviser's over-all responsibilities with respect to the Fund and to other clients of the Sub-Adviser or its affiliates as to which the Sub-Adviser or its affiliates exercises investment discretion. The Sub-Adviser shall maintain records it has reasonably determined are adequate to demonstrate compliance with this section. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable overall price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in compliance with Section 17(d) of the Investment Company Act of 1940 and the rules established thereunder, Section 206 of the Investment Advisers Act of 1940 and any rules established thereunder, and pursuant to policies adopted by the Sub-AdviserAdviser and approved by the Board of Trustees of the Fund. (e) The Sub-Adviser will provide reasonable advice and assistance to the Investment Adviser as to the determination of the fair value of certain investments where market quotations are not readily available for purposes of calculating net asset value of the Fund in accordance with valuation procedures and methods established by the Trustees. (f) The Sub-Adviser shall furnish the Adviser and the Board of Trustees with such information and reports regarding the Fund's investments as the Adviser deems appropriate or as the Board of Trustees shall reasonably request. The Sub-Adviser shall make its officers and employees available from time to time, including attendance at Board of Trustees Meetings, at such reasonable times as the parties may agree to review investment policies the Sub-Adviser's investments on behalf of the Fund and to consult with the Adviser or the Board of Trustees regarding the investment affairs of the Fund. (g) The Sub-Adviser shall not consult with any other sub-adviser to the Fund or a sub-adviser to a portfolio that is under common control with the Fund concerning the assets of the Fund, except as permitted by the policies and procedures of the Fund. (h) In the performance of its duties, the Sub-Adviser shall be subject to, and shall perform in accordance with, the following: (i) provisions of the organizational documents of the Trust that are applicable to the Fund; (ii) the investment objectives, policies and restrictions of the Fund as stated in the Fund's currently effective Prospectus and Statement of Additional Information ("SAI") as amended from time to time; (iii) the Investment Company Act of 1940 1940, as amended (the "1940 Act") and the Investment Advisers Act of 1940 1940, as amended (the "Advisers Act"); (iv) any written instructions and directions of the Trustees, the Adviser or Fund management; and (v) its general fiduciary responsibility to the Fund. (i) The Sub-Adviser shall assist provide reasonable assistance to the Fund in the preparation of its registration statement, prospectus, shareholder reports, marketing materials and other regulatory filings, or any amendment or supplement thereto (collectively, "Regulatory Filings") and shall provide the Fund with disclosure for use in the Fund's Regulatory Filings, including, without limitation, any requested disclosure related to the Sub-Adviser's investment management personnel, portfolio manager compensation, Codes of Ethics, firm description, investment management strategies and techniques, and proxy voting policies. (j) The Sub-Adviser shall furnish the Adviser, the Board of Trustees and/or the Chief Compliance Officer of the Trust and/or the Adviser with such information, certifications and reports as such persons may reasonably deem appropriate or may request from the Sub-Adviser regarding the Sub-Adviser's compliance with Rule 206(4)-7 of the Advisers Act Act, and the Federal Securities Laws, as defined in compliance with Rule 38a-1 under the 1940 ActAct (including compliance with the Federal Securities Laws as defined under that Rule). Such information, certifications and reports shall include, without limitation, those regarding the Sub-Adviser's compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, Title V of the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Code of Ethics of the Sub-Adviser and the Trust and certifications as to the validity of certain the information included in the Fund's Regulatory Filings. The Sub-Adviser shall make its officers and employees (including its Chief Compliance Officer) available to the Adviser and/or the Chief Compliance Officer of the Trust and/or the Adviser from time upon reasonable request to time to examine and review the Sub-Adviser's compliance program and its adherence thereto.

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE FUND. (a) The Adviser hereby appoints the Sub-Adviser as investment adviser, on the terms and conditions set forth herein, for the portion of the Fund’s assets that the Adviser determines in its sole discretion to assign to the Sub-Adviser from time to time (referred to in this Agreement as the “Managed Portion”). The Adviser may, from time to time, make additions to, and withdrawals from, those Fund assets assigned to the Sub-Adviser. The Sub-Adviser accepts these terms and agrees to render the services herein set forth and for the compensation provided on Schedule A to this Agreement. Subject to the direction supervision and control of the Adviser and the Board of Trustees (the "“Trustees"”) of the Trust, the Sub-Adviser, at its expense, will furnish continuously an investment program for the Fund Managed Portion which shall meet the diversification requirements of Subchapters L Subchapter M and M under Section 817(h) of the Internal Revenue Code of 1986 (the "“Code"”). The Sub-Adviser, in its discretion, Adviser will make investment decisions on behalf of the Fund Managed Portion and place all orders for the its purchase and sale of portfolio securities. The Sub-Adviser will be an independent contractor and will not have authority to act for or represent the Trust or Adviser in any way or otherwise be deemed an agent of the Trust or Adviser except as expressly authorized in this Agreement or another writing signed by the Trust, Adviser and the Sub-Adviser. (b) The Sub-Adviser, at its expense, will furnish (i) all necessary investment and management facilities, including salaries of personnel, required for it to execute its duties faithfully and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund Managed Portion (excluding determination of net asset value per share, portfolio accounting and shareholder accounting services). The Sub-Adviser shall be responsible for commercially reasonable expenses relating to the printing and mailing of required supplements to the Fund's ’s registration statement, provided that such supplements relate solely to a change in control of the Sub-Adviser or any change in the portfolio manager or managers assigned by the Sub-Adviser to manage the FundManaged Portion. (c) The Sub-Adviser shall vote proxies relating to the Fund's Managed Portion’s investment securities in accordance with the manner in which the Sub-Adviser's proxy voting guidelines and procedures Adviser believes to be in effect from time to time, the best interests of the Managed Portion and shall review its proxy voting activities on a periodic basis with the Trustees. Sub-Adviser’s obligation to vote proxies shall be contingent upon receipt or proxies from the Fund custodian in a timely manner. The Trust or Adviser may withdraw the authority granted to the Sub-Adviser pursuant to this Section at any time upon written notice. (d) The Sub-Adviser will select brokers and dealers to effect all portfolio transactions subject to the conditions set forth herein. herein (except to the extent such transactions are effected in accordance with such policies or procedures as may be established by the Trustees and received by Sub-Adviser.) In the selection of brokers, dealers or futures commission merchants and the placing of orders for the purchase and sale of portfolio investments for the FundManaged Portion, the Sub-Adviser shall use its best efforts to obtain for the Fund Managed Portion the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. The Adviser reserves the right to direct the Sub-Adviser upon written notice not to execute transactions through any particular broker(s) or dealer(s), and the Sub-Adviser agrees to comply with such request within ten business days of receiving written notice. In using its best efforts to obtain for the Fund Managed Portion the most favorable price and execution available, the Sub-Adviser Adviser, bearing in mind the Managed Portion’s best interests at all times, shall consider all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker, dealer, or futures commission merchant involved; and the quality of service rendered by the broker, dealer or futures commission merchant in other transactions. Subject to such policies as the Trustees may determinedetermine and to the extent such policies are received by the Sub-Adviser, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund Managed Portion to pay a broker, dealer or futures commission merchant that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker, dealer or futures commission merchant would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker, dealer or futures commission merchant, viewed in terms of either that particular transaction or the Sub-Adviser's ’s over-all responsibilities with respect to the Fund Managed Portion and to other clients of the Sub-Adviser or its affiliates as to which the Sub-Adviser or its affiliates exercises investment discretion. The Sub-Adviser shall maintain records adequate to demonstrate compliance with this section. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund Managed Portion as well as other clients of the Sub-Adviser, the Sub-Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable overall price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in compliance with Section 17(d) of the Investment Company Act of 1940 and the rules established thereunderthereunder (the “1940 Act”), Section 206 of the Investment Advisers Act of 1940 and any rules established thereunderthereunder (the “Advisers Act”), and pursuant to policies adopted by the Sub-AdviserAdviser and approved by the Trustees of the Fund. (e) The Sub-Adviser will provide advice and assistance to the Adviser as to the determination of the fair value of certain investments where market quotations are not readily available for purposes of calculating net asset value of the Fund in accordance with valuation procedures and methods established by the Trustees. (f) The Sub-Adviser shall furnish the Adviser and the Board of Trustees with such information and reports regarding the Fund's investments as the Adviser reasonably deems appropriate or as the Board of Trustees shall reasonably request. The Sub-Adviser shall make its officers and employees available from time to time, including attendance at Board of Trustees Trustees’ Meetings, at such reasonable times as the parties may agree to review investment policies of the Fund and to consult with the Adviser or the Board of Trustees regarding the investment affairs of the Fund. (g) The Sub-Adviser shall not consult with any other sub-adviser to the Fund or a sub-adviser to a portfolio that is under common control with the Fund concerning the assets of the Fund, except as permitted by the policies and procedures of the Fund, which shall be provided to Sub-Adviser. (h) In the performance of its duties, the Sub-Adviser shall be subject to, and shall perform in accordance with, the followingfollowing to the extent that Sub-Adviser receives them from Adviser or Trust: (i) provisions of the organizational documents of the Trust that are applicable to the Fund; (ii) the investment objectives, policies and restrictions of the Fund as stated in the Fund's ’s currently effective Prospectus and Statement of Additional Information ("“SAI"”) as amended from time to time; (iii) the Investment Company 1940 Act of 1940 (the "1940 Act") and the Investment Advisers Act of 1940 (the "Advisers Act"); (iv) any written instructions and directions of the Trustees, the Adviser or Fund management; and (v) its general fiduciary responsibility to the Fund. (i) The Sub-Adviser shall assist the Fund in the preparation of its registration statement, prospectus, shareholder reports, marketing materials and other regulatory filings, or any amendment or supplement thereto (collectively, "“Regulatory Filings"”) and shall provide the Fund with disclosure for use in the Fund's ’s Regulatory Filings, including, without limitation, any requested disclosure related to the Sub-Adviser's ’s investment management personnel, portfolio manager compensation, Codes of Ethics, firm description, investment management strategies and techniques, and proxy voting policies. (j) The Sub-Adviser shall furnish the Adviser, the Board of Trustees and/or the Chief Compliance Officer of the Trust and/or the Adviser with such information, certifications and reports as such persons may reasonably deem appropriate or may request from the Sub-Adviser regarding the Sub-Adviser's ’s compliance with Rule 206(4)-7 of the Advisers Act and the Federal Securities Laws, as defined in Rule 38a-1 under the 1940 Act. Such information, certifications and reports shall include, without limitation, those regarding the Sub-Adviser's ’s compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, Title V of the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Code of Ethics of the Sub-Adviser and the Trust and certifications as to the validity of certain information included in the Fund's ’s Regulatory Filings. The Sub-Adviser shall make its officers and employees (including its Chief Compliance Officer) available to the Adviser and/or the Chief Compliance Officer of the Trust and/or the Adviser from time to time to examine and review the Sub-Adviser's ’s compliance program and its adherence thereto.

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE FUND. (a) Subject to the direction and control of the Board of Trustees (the "“Trustees"”) of the Trust, the Sub-Adviser, at its expense, will furnish continuously an investment program for the Fund which shall at all times meet the diversification requirements of Subchapters L and M under Section 817(h) of the Internal Revenue Code of 1986 (the "“Code"”). The Sub-Adviser, in its discretion, Adviser will make investment decisions on behalf of the Fund and place all orders for the purchase and sale of portfolio securities. The Sub-Adviser will be an independent contractor and will not have authority to act for or represent the Trust or Adviser in any way or otherwise be deemed an agent of the Trust or Adviser except as expressly authorized in this Agreement or another writing by the Trust, Adviser and the Sub-Adviser. The Sub-Adviser acknowledges that the Trustees and the Adviser are fiduciaries with management direction and control of the Fund. (b) The Sub-Adviser, at its expense, will furnish (i) all necessary investment and management facilities, including salaries of personnel, required for it to execute its duties faithfully and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund (excluding determination of net asset value per share, portfolio accounting and shareholder accounting services). The Sub-Adviser shall be responsible for commercially reasonable expenses relating to the printing and mailing of required supplements to the Fund's registration statement, provided that such supplements relate solely to a change in control of the Sub-Adviser or any change in the portfolio manager or managers assigned by the Sub-Adviser to manage the Fund. (c) The Sub-Adviser shall vote proxies relating to the Fund's ’s investment securities in accordance with Sub-Adviser's ’s proxy voting guidelines and procedures in effect from time to time, and shall review its proxy voting activities on a periodic basis with the Trustees. The Trust or Adviser may withdraw the authority granted to the Sub-Adviser pursuant to this Section at any time upon written notice. (d) The Sub-Adviser will select brokers and dealers to effect all portfolio transactions subject to the conditions set forth herein. herein (except to the extent such transactions are effected in accordance with such policies or procedures as may be established by the Board of Trustees.) In the selection of brokers, dealers or futures commission merchants and the placing of orders for the purchase and sale of portfolio investments for the Fund, the Sub-Adviser shall use its seek best efforts execution under the circumstances of the particular transaction taking into consideration the full range and quality of a broker’s services in placing brokerage including, among other things, the value of research provided as well as execution capability, commission rate, financial responsibility and responsiveness to obtain for the Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. The Adviser reserves the right to direct the Sub-Adviser. Sub-Adviser upon written notice is not under any duty to execute transactions through any particular broker(s) for the Account before or dealer(s), and the after transactions for other like accounts managed by Sub-Adviser agrees to comply with such request within ten business days of receiving written noticeAdviser. In using its best efforts to obtain for the Fund the most favorable price and execution available, the Sub-Adviser shall consider all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker, dealer, or futures commission merchant involved; and the quality of service rendered by the broker, dealer or futures commission merchant in other transactions. Subject to such policies as the Trustees may determine, the The Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker, dealer or futures commission merchant that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker, dealer or futures commission merchant would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation does so pursuant to the value Section 28(e) of the brokerage Securities and research services provided by such broker, dealer or futures commission merchant, viewed in terms Exchange Act of either that particular transaction or the Sub-Adviser's over-all responsibilities with respect to the Fund 1934 and to other clients of the Sub-Adviser or its affiliates as to which the Sub-Adviser or its affiliates exercises investment discretionapplicable law. The Sub-Adviser shall maintain records adequate to demonstrate compliance with this section. On occasions when the Sub-Adviser deems the may aggregate sales and purchase orders of securities or sale of a security to be derivatives held in the best interest of the Fund as well as with similar orders being made simultaneously for other clients of portfolios managed by Sub-Adviser if, in Sub-Adviser’s reasonable judgment, and subject to applicable rules regulations and the Sub-Adviser’s policy, the Sub-Adviser such aggregation shall result in an overall economic benefit to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable overall executionFund. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in compliance with Section 17(d) of the Investment Company Act of 1940 and the rules established thereunder, Section 206 of the Investment Advisers Act of 1940 and any rules established thereunder, and pursuant to policies adopted by the Sub-AdviserAdviser and approved by the Board of Trustees of the Fund. (e) The Sub-Adviser will provide reasonable advice and assistance to the Adviser as to the determination of the fair value of certain investments where market quotations are not readily available for purposes of calculating net asset value of the Fund in accordance with valuation procedures and methods established by the TrusteesFund. (f) The Sub-Adviser shall furnish the Adviser and the Board of Trustees with such information and reports regarding the Fund's ’s investments as the Adviser deems reasonably appropriate or as the Board of Trustees shall reasonably request. The Sub-Adviser shall make its officers and employees available from time to time, including attendance at Board of Trustees Meetings, at such reasonable times as the parties may agree to review investment policies of the Fund and to consult with the Adviser or the Board of Trustees regarding the investment affairs of the Fund. (g) The Sub-Adviser shall not consult with any other sub-adviser to the Fund or a sub-adviser to a portfolio that is under common control with the Fund concerning the assets of the Fund, except as permitted by the policies and procedures of the Fund. (h) In the performance of its duties, the Sub-Adviser shall be subject to, and shall perform in accordance with, with the following, which shall have been provided to the Sub-Adviser: (i) provisions of the organizational documents of the Trust that are applicable to the Fund; (ii) the investment objectives, policies and restrictions of the Fund as stated in the Fund's ’s currently effective Prospectus and Statement of Additional Information ("“SAI"”) as amended from time to time; (iii) the Investment Company Act of 1940 (the "“1940 Act"”) and the Investment Advisers Act of 1940 (the "“Advisers Act"”); (iv) any written instructions and directions of the Trustees, the Adviser or Fund management; and (viv) its general fiduciary responsibility to the Fund. (i) The Sub-Adviser shall reasonably assist the Fund in the preparation of its registration statement, prospectus, shareholder reports, marketing materials and other regulatory filings, or any amendment or supplement thereto (collectively, "“Regulatory Filings"”) and shall provide the Fund with disclosure for use in the Fund's ’s Regulatory Filings, including, without limitation, any reasonably requested disclosure related to the Sub-Adviser's ’s investment management personnel, portfolio manager compensation, Codes of Ethics, firm description, investment management strategies and techniques, and proxy voting policies. (j) The Sub-Adviser shall furnish the Adviser, the Board of Trustees and/or the Chief Compliance Officer of the Trust and/or the Adviser with such information, certifications and reports as such persons may reasonably deem appropriate or may reasonably request from the Sub-Adviser regarding the Sub-Adviser's ’s compliance with Rule 206(4)-7 of the Advisers Act and the Federal Securities Laws, as defined in Rule 38a-1 under the 1940 Act. Such information, certifications and reports shall include, without limitation, those regarding the Sub-Adviser's ’s compliance with the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, Title V of the ▇G▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Code of Ethics of the Sub-Adviser and the Trust and certifications as to the validity of certain information included in the Fund's ’s Regulatory Filings. The Sub-Adviser shall make its officers and employees (including its Chief Compliance Officer) reasonably available to the Adviser and/or the Chief Compliance Officer of the Trust and/or the Adviser from time to time to examine and review the Sub-Adviser's ’s compliance program and its adherence thereto.

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE FUND. (a) The Adviser hereby appoints the Sub-Adviser as investment adviser, on the terms and conditions set forth herein, for the portion ofthe Fund's assets that the Adviser determines in its sole discretion to assign to the Sub-Adviser from time to time (referred to in this Agreement as the "Managed Portion"). The Adviser may, from time to time, make additions to, and withdrawals from, those Fund assets assigned to the Sub-Adviser. The Sub­ Adviser accepts these terms and agrees to render the services herein set forth and for the compensation provided on Schedule A to this Agreement. Subject to the direction supervision and control of the Adviser and the Board of Trustees (the "Trustees") of the Trust, the Sub-Sub­ Adviser, at its expense, will furnish continuously an investment program for the Fund Managed Portion which shall meet the diversification requirements of Subchapters L Subchapter M and M under Section 817(h) of the Internal Revenue Code of 1986 (the "Code"). The Sub-Adviser, in its discretion, Adviser will make investment decisions on behalf of the Fund Managed Portion and place all orders for the its purchase and sale of portfolio securities. The Sub-Adviser will be an independent contractor and will not have authority to act for or represent the Trust or Adviser in any way or otherwise be deemed an agent of the Trust or Adviser except as expressly authorized in this Agreement or another writing signed by the Trust, Adviser and the Sub-Adviser. (b) The Sub-Adviser, at its expense, will furnish (i) all necessary investment and management facilities, including salaries of personnel, required for it to execute its duties faithfully and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund Managed Portion (excluding determination of net asset value per share, portfolio accounting and shareholder accounting services). The Sub-Adviser shall be responsible for commercially reasonable expenses relating to the printing and mailing of required supplements to the Fund's registration statement, provided that such supplements relate solely to a change in control of the Sub-Adviser or any change in the portfolio manager or managers assigned by the Sub-Sub­ Adviser to manage the FundManaged Portion. (c) The Sub-Adviser shall vote proxies relating to the FundManaged Portion's investment securities in accordance with the manner in which the Sub-Adviser's proxy voting guidelines and procedures Adviser believes to be in effect from time to timethe best interests of the Managed Portion, and shall review its proxy voting activities on a periodic basis with the Trustees. The Trust or Adviser may withdraw the authority granted to the Sub-Adviser pursuant to this Section at any time upon written notice. (d) The Sub-Advisor shall not be responsible for filing proofs of claim or otherwise participating in class action lawsuits with respect to securities held by the Managed Portion. (e) The Sub-Adviser will select brokers and dealers to effect all portfolio transactions subject to the conditions set forth herein. herein (except to the extent such transactions are effected in accordance with such policies or procedures as may be established by the Trustees.) In the selection of brokers, dealers or futures commission merchants and the placing of orders for the purchase and sale of portfolio investments for the FundManaged Portion, the Sub-Adviser shall use its best efforts to obtain for the Fund Managed Portion the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. The Adviser reserves the right to direct the Sub-Adviser upon written notice not to execute transactions through any particular broker(s) or dealer(s), and the Sub-Adviser agrees to comply with such request within ten business days of receiving written notice. In using its best efforts to obtain for the Fund Managed Portion the most favorable price and execution available, the Sub-Adviser Adviser, bearing in mind the Managed Portion's best interests at all times, shall consider all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the ofthe commission; the timing of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker, dealer, or futures commission merchant involved; and the quality of service rendered by the broker, dealer or futures commission merchant in other transactions. Subject to such policies as the Trustees may determine, and as communicated in writing to the Sub-Adviser, the Sub­ Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund Managed Portion to pay a broker, dealer or futures commission merchant that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker, dealer or futures commission merchant would have charged for effecting that transaction, if the Sub-Adviser determines detenhines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker, dealer or futures commission merchant, viewed in terms of either that particular transaction or the Sub-Sub­ Adviser's over-all responsibilities with respect to the Fund Managed Portion and to other clients of the Sub-Adviser or its affiliates as to which the Sub-Adviser or its affiliates exercises investment discretion. The Sub-Sub­ Adviser shall maintain records adequate to demonstrate compliance with this section. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund ofthe Managed Portion as well as other clients of the ofthe Sub-Adviser, the Sub-Sub­ Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable overall price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in compliance with Section 17(d) of the Investment Company Act of 1940 and the rules established thereunderthereunder (the "1940 Act"), Section 206 of the Investment Advisers Act of 1940 and any rules established thereunderthereunder (the "Advisers Act"), and pursuant to policies adopted by the Sub-AdviserAdviser and approved by the Trustees ofthe Fund. (ef) The Sub-Adviser will provide advice and assistance to the Adviser as to the determination of the fair value of certain investments where market quotations are not readily available for purposes of calculating net asset value of the Fund in accordance with valuation procedures and methods established by the Trustees. (fg) The Sub-Adviser shall furnish the Adviser and the Board of Trustees with such information and reports regarding the FundManaged Portion's investments as the Adviser deems appropriate or as the Board of Trustees shall reasonably request. The Sub-Adviser shall make its officers and employees available from time to time, including attendance at Board of Trustees Trustees' Meetings, at such reasonable times as the parties may agree to review investment policies of the Fund and to consult with the Adviser or the Board of Trustees regarding the investment affairs of the Fund. (gh) The Sub-Adviser shall not consult with any other sub-adviser to the Fund or a sub-sub­ adviser to a portfolio that is under common control with the Fund concerning the assets of the ofthe Fund, except as permitted by the policies and procedures of the Fund. (hi) In the performance of its duties, the Sub-Adviser shall be subject to, and shall perform in accordance with, the following: (i) provisions of the organizational documents of the Trust that are applicable to the Fund; (ii) the investment objectives, policies and restrictions of the Fund as stated in the Fund's currently effective Prospectus and Statement of Additional Information ("SAIS▇▇") as amended from time to time; (iii) the Investment Company Act of 1940 (the "1940 Act") and , the Investment Advisers Act of 1940 (the "Advisers Act"); (iv) any written instructions and directions of the Trustees, the Adviser or Fund management; and (v) its general fiduciary responsibility to the Fund. (ij) The Sub-Adviser shall assist the Fund in the preparation of its registration statement, prospectus, shareholder reports, marketing materials and other regulatory filings, or any amendment or supplement thereto (collectively, "Regulatory Filings") and shall provide the Fund with disclosure for use in the Fund's Regulatory Filings, including, without limitation, any requested disclosure related to the Sub-Adviser's investment management personnel, portfolio manager compensation, Codes of Ethics, firm description, investment management strategies and techniques, and proxy voting policies. (jk) The Sub-Adviser shall furnish the Adviser, the Board of Trustees and/or the Chief Compliance Officer of the Trust and/or the Adviser with such information, certifications and reports as such persons may reasonably deem appropriate or may request from the Sub-Sub­ Adviser regarding the Sub-Adviser's compliance with Rule 206(4)-7 of the Advisers Act and the Federal Securities Laws, as defined in Rule 38a-1 under the 1940 Act. Such information, certifications and reports shall include, without limitation, those regarding the Sub-Adviser's compliance with the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002of2002, Title V of the ▇G▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Code of Ethics of the Sub-Adviser and the Trust and certifications as to the validity of certain information included in the Fund's Regulatory Filings. The Sub-Adviser shall make its officers and employees (including its Chief Compliance Officer) available to the Adviser and/or the Chief Compliance Officer of the Trust and/or the Adviser from time to time to examine and review the 'Sub-Adviser's compliance program and its adherence thereto. (I) The Sub-Adviser shall, as part of its compliance process, perform diversification testing under Subchapter M and Section 817(h) of the Code based upon its own records with respect to the Managed Portion and report promptly any failure indicated by such testing to the Adviser, and take any necessary actions to remedy such failure. Notwithstanding the foregoing sentence, the Adviser agrees that the official testing for the Fund's compliance with diversification testing under Section 817(h) and Subchapter M of the Code shall be performed by Adviser, the Fund's custodian or services provider other than the Sub-Adviser.

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE FUND. (a) Subject to the direction and control of the Board of Trustees (the "“Trustees"”) of the Trust, the Sub-Adviser, at its expense, will furnish continuously an investment program for the Fund which shall at all times meet the diversification requirements of Subchapters L and M under Section 817(h) of the Internal Revenue Code of 1986 (the "“Code"”). The Sub-Adviser, in its discretion, Adviser will make investment decisions on behalf of the Fund and place all orders for the purchase and sale of portfolio securities. The Sub-Adviser will be an independent contractor and will not have authority to act for or represent the Trust or Adviser in any way or otherwise be deemed an agent of the Trust or Adviser except as expressly authorized in this Agreement or another writing by the Trust, Adviser and the Sub-Adviser. (b) The Sub-Adviser, at its expense, will furnish (i) all necessary investment and management facilities, including salaries of personnel, required for it to execute its duties faithfully and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund (excluding determination of net asset value per share, portfolio accounting and shareholder accounting services). The Sub-Adviser shall be responsible for commercially reasonable expenses relating to the printing and mailing of required supplements to the Fund's ’s registration statement, provided that such supplements relate solely to a change in control of the Sub-Adviser or any change in the portfolio manager or managers assigned by the Sub-Adviser to manage the Fund. (c) The Sub-Adviser shall vote proxies relating to the Fund's ’s investment securities in accordance with the manner in which the Sub-Adviser's proxy voting guidelines and procedures Adviser believes to be in effect from time to timethe best interests of the Fund, and shall review its proxy voting activities on a periodic basis with the Trustees. The Trust or Adviser may withdraw the authority granted to the Sub-Adviser pursuant to this Section at any time upon written notice. (d) The Sub-Adviser will select brokers and dealers to effect all portfolio transactions subject to the conditions set forth herein. herein (except to the extent such transactions are effected in accordance with such policies or procedures as may be established by the Board of Trustees.) In the selection of brokers, dealers or futures commission merchants and the placing of orders for the purchase and sale of portfolio investments for the Fund, the Sub-Adviser shall use its best efforts to obtain for the Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. The Adviser reserves the right to direct the Sub-Adviser upon written notice not to execute transactions through any particular broker(s) or dealer(s), and the Sub-Adviser agrees to comply with such request within ten business days of receiving written notice. In using its best efforts to obtain for the Fund the most favorable price and execution available, the Sub-Adviser Adviser, bearing in mind the Fund’s best interests at all times, shall consider all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker, dealer, or futures commission merchant involved; and the quality of service rendered by the broker, dealer or futures commission merchant in other transactions. Subject to such policies as the Trustees may determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker, dealer or futures commission merchant that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker, dealer or futures commission merchant would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker, dealer or futures commission merchant, viewed in terms of either that particular transaction or the Sub-Adviser's ’s over-all responsibilities with respect to the Fund and to other clients of the Sub-Adviser or its affiliates as to which the Sub-Adviser or its affiliates exercises investment discretion. The Sub-Adviser shall maintain records adequate to demonstrate compliance with this section. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable overall price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in compliance with Section 17(d) of the Investment Company Act of 1940 and the rules established thereunder, Section 206 of the Investment Advisers Act of 1940 and any rules established thereunder, and pursuant to policies adopted by the Sub-AdviserAdviser and approved by the Board of Trustees of the Fund. (e) The Sub-Adviser will provide advice and assistance to the Investment Adviser as to the determination of the fair value of certain investments where market quotations are not readily available for purposes of calculating net asset value of the Fund in accordance with valuation procedures and methods established by the Trustees. (f) The Sub-Adviser shall furnish the Adviser and the Board of Trustees with such information and reports regarding the Fund's ’s investments as the Adviser deems appropriate or as the Board of Trustees shall reasonably request. The Sub-Adviser shall make its officers and employees available from time to time, including attendance at Board of Trustees Meetings, at such reasonable times as the parties may agree to review investment policies of the Fund and to consult with the Adviser or the Board of Trustees regarding the investment affairs of the Fund. (g) The Sub-Adviser shall not consult with any other sub-adviser to the Fund or a sub-adviser to a portfolio that is under common control with the Fund concerning the assets of the Fund, except as permitted by the policies and procedures of the Fund. (h) In the performance of its duties, the Sub-Adviser shall be subject to, and shall perform in accordance with, the following: (i) provisions of the organizational documents of the Trust that are applicable to the Fund; (ii) the investment objectives, policies and restrictions of the Fund as stated in the Fund's ’s currently effective Prospectus and Statement of Additional Information ("“SAI"”) as amended from time to time; (iii) the Investment Company Act of 1940 (the "“1940 Act"”) and the Investment Advisers Act of 1940 (the "“Advisers Act"”); (iv) any written instructions and directions of the Trustees, the Adviser or Fund management; and (v) its general fiduciary responsibility to the Fund. (i) The Sub-Adviser shall assist the Fund in the preparation of its registration statement, prospectus, shareholder reports, marketing materials and other regulatory filings, or any amendment or supplement thereto (collectively, "“Regulatory Filings"”) and shall provide the Fund with disclosure for use in the Fund's ’s Regulatory Filings, including, without limitation, any requested disclosure related to the Sub-Adviser's ’s investment management personnel, portfolio manager compensation, Codes of Ethics, firm description, investment management strategies and techniques, and proxy voting policies. (j) The Sub-Adviser shall furnish the Adviser, the Board of Trustees and/or the Chief Compliance Officer of the Trust and/or the Adviser with such information, certifications and reports as such persons may reasonably deem appropriate or may request from the Sub-Adviser regarding the Sub-Adviser's ’s compliance with Rule 206(4)-7 of the Advisers Act and the Federal Securities Laws, as defined in Rule 38a-1 under the 1940 Act. Such information, certifications and reports shall include, without limitation, those regarding the Sub-Adviser's ’s compliance with the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, Title V of the ▇G▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Code of Ethics of the Sub-Adviser and the Trust and certifications as to the validity of certain information included in the Fund's ’s Regulatory Filings. The Sub-Adviser shall make its officers and employees (including its Chief Compliance Officer) available to the Adviser and/or the Chief Compliance Officer of the Trust and/or the Adviser from time to time to examine and review the Sub-Adviser's ’s compliance program and its adherence thereto.

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE FUND. (a) The Adviser hereby appoints the Sub-Adviser as investment adviser, on the terms and conditions set forth in this Agreement, for the portion of the Fund’s assets that the Adviser determines in its sole discretion to assign to the Sub-Adviser from time to time (referred to in this Agreement as the “Managed Portion”). The Adviser may, from time to time, increase or reduce the amount of the Managed Portion. The Sub-Adviser accepts these terms and agrees to render the services herein set forth and for the compensation provided on Schedule A to this Agreement. (b) Subject to the direction supervision and control of the Adviser and the Board of Trustees (the "“Trustees"”) of the Trust, during the term of this Agreement, the Sub-Adviser, at its expense, will furnish continuously an investment program for the Fund Managed Portion which shall at all applicable times meet the diversification requirements of Subchapters L and M under the Internal Revenue Code of 1986 (the "“Code"”). The Sub-Adviser, in its discretion, Adviser will make investment decisions on behalf of the Fund Managed Portion and place all orders for the its purchase and sale of portfolio securities. The Sub-Adviser will be an independent contractor and will not have authority to act for or represent the Trust or Adviser in any way or otherwise be deemed an agent of the Trust or Adviser Adviser, except as expressly authorized in this Agreement or another writing signed by the TrustAdviser. The Sub-Adviser may delegate certain of Sub-Adviser’s duties hereunder to a Sub-Advisory Affiliate, provided that any such arrangements are entered into in accordance with all applicable requirements of the Investment Company Act of 1940 (the “1940 Act”). The Sub-Adviser acknowledges and agrees that any such delegation by the Sub-AdviserAdviser shall in no way relieve the Sub-Adviser of its duties and obligations hereunder, all such duties and obligations hereunder shall remain the sole responsibility of the Sub-Adviser as if no such delegation had occurred, Sub-Adviser shall at all times provide appropriate supervision and oversight of any such persons, and Sub-Adviser shall be fully responsible and liable for all actions or omissions to act by such persons. Sub-Adviser shall notify the Adviser promptly in writing at least ninety days in advance in the event that a Sub-Advisory Affiliate Agreement is to be amended in any material fashion. The Sub-Adviser acknowledges and agrees that the Sub-Advisory Affiliates are not parties to this Agreement and are not intended beneficiaries of this Agreement and that they have no rights under this Agreement. In addition to duties delegated to a Sub-Advisory Affiliate, to the extent permitted by law, the Sub-Adviser may from time to time employ or associate itself with such other person or persons, including affiliates, as it believes to be particularly fitted to assist it in the execution or performance of its obligations under this Agreement; provided, however, that the use of such persons does not relieve the Sub-Adviser from any obligation or duty under this Agreement, and provided no such person serves or acts as an investment adviser separate from the Sub-Adviser so as to require a new written contract pursuant to the 1940 Act and SEC interpretations. The Sub-Adviser shall remain liable for the performance of its obligations under this Agreement, and for the acts and omissions of its employees or associates. (bc) The Sub-Adviser, at its expense, will furnish (i) all necessary investment and management facilities, including salaries of personnel, required for it to execute its duties faithfully and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund Managed Portion (excluding determination of net asset value per share, portfolio accounting and shareholder accounting services). The Sub-Adviser shall be responsible for documented, commercially reasonable expenses relating to the printing and mailing of required supplements to the Fund's ’s registration statement, provided that such supplements relate solely to a change in control of the Sub-Adviser or any change in the portfolio manager or managers assigned by the Sub-Adviser to manage the Fund. (c) The Sub-Adviser shall vote proxies relating to the Fund's investment securities in accordance with Sub-Adviser's proxy voting guidelines and procedures in effect from time to time, and shall review its proxy voting activities on a periodic basis with the Trustees. The Trust or Adviser may withdraw the authority granted to the Sub-Adviser pursuant to this Section at any time upon written notice. (d) The Sub-Adviser will select brokers and dealers to effect all portfolio transactions subject to the conditions set forth herein. In the selection of brokers, dealers or futures commission merchants and the placing of orders for the purchase and sale of portfolio investments for the Fund, the Sub-Adviser shall use its best efforts to obtain for the Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. The Adviser reserves the right to direct the Sub-Adviser upon written notice not to execute transactions through any particular broker(s) or dealer(s), and the Sub-Adviser agrees to comply with such request within ten business days of receiving written notice. In using its best efforts to obtain for the Fund the most favorable price and execution available, the Sub-Adviser shall consider all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker, dealer, or futures commission merchant involved; and the quality of service rendered by the broker, dealer or futures commission merchant in other transactions. Subject to such policies as the Trustees may determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker, dealer or futures commission merchant that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker, dealer or futures commission merchant would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker, dealer or futures commission merchant, viewed in terms of either that particular transaction or the Sub-Adviser's over-all responsibilities with respect to the Fund and to other clients of the Sub-Adviser or its affiliates as to which the Sub-Adviser or its affiliates exercises investment discretion. The Sub-Adviser shall maintain records adequate to demonstrate compliance with this section. On occasions when may incur certain Expenses (as defined below) on behalf of a Fund for which the Fund and not the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable overall execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in compliance with Section 17(d) of the Investment Company Act of 1940 and the rules established thereunder, Section 206 of the Investment Advisers Act of 1940 and any rules established thereunder, and pursuant to policies adopted by the Sub-Adviser. (e) The Sub-Adviser will provide advice and assistance to the Adviser as to the determination of the fair value of certain investments where market quotations are not readily available for purposes of calculating net asset value of the Fund in accordance with valuation procedures and methods established by the Trustees. (f) The Sub-Adviser responsible. “Expenses” shall furnish the Adviser and the Board of Trustees with such information and reports regarding the Fund's investments as the Adviser deems appropriate or as the Board of Trustees shall reasonably request. The Sub-Adviser shall make its officers and employees available from time to time, including attendance at Board of Trustees Meetings, at such reasonable times as the parties may agree to review investment policies of the Fund and to consult with the Adviser or the Board of Trustees regarding the investment affairs of the Fund. (g) The Sub-Adviser shall not consult with any other sub-adviser to the Fund or a sub-adviser to a portfolio that is under common control with the Fund concerning the assets of the Fund, except as permitted by the policies and procedures of the Fund. (h) In the performance of its duties, the Sub-Adviser shall be subject to, and shall perform in accordance with, the followingmean: (i) provisions certain post investment decision, pre-acquisition due diligence expenses (“Pre-Acquisition Expenses”) as part of the organizational documents cost of acquisition of certain investment opportunities for the Trust that Fund (the following are applicable examples (but not an exclusive list) of Pre-Acquisition Expenses: (a) legal fees; and (b) other professional fees such as investment banking and financial consulting fees); and (ii) certain post investment expenditures to protect or enhance an investment or to pursue other claims or legal action on behalf of the Fund; (ii) the investment objectivesthese Expenses may include, policies and restrictions of the Fund as stated in the Fund's currently effective Prospectus and Statement of Additional Information ("SAI") as amended from time to time; (iii) the Investment Company Act of 1940 (the "1940 Act") and the Investment Advisers Act of 1940 (the "Advisers Act"); (iv) any written instructions and directions of the Trusteesfor example, the Adviser or Fund management; and (v) its general fiduciary responsibility to the Fund. (i) The Sub-Adviser shall assist the Fund in the preparation of its registration statement, prospectuslitigation expenses, shareholder reportsactivism expenses, marketing materials and other regulatory filingsbank lender syndicate expenses, or any amendment or supplement thereto (collectively, "Regulatory Filings") and shall provide the Fund with disclosure for use in the Fund's Regulatory Filings, including, without limitation, any requested disclosure related to the Sub-Adviser's investment management personnel, portfolio manager compensation, Codes of Ethics, firm description, investment management strategies and techniquesprivate transaction expenses, and proxy voting policiesbank debt expenses. (j) The Sub-Adviser shall furnish the Adviser, the Board of Trustees and/or the Chief Compliance Officer of the Trust and/or the Adviser with such information, certifications and reports as such persons may reasonably deem appropriate or may request from the Sub-Adviser regarding the Sub-Adviser's compliance with Rule 206(4)-7 of the Advisers Act and the Federal Securities Laws, as defined in Rule 38a-1 under the 1940 Act. Such information, certifications and reports shall include, without limitation, those regarding the Sub-Adviser's compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, Title V of the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Code of Ethics of the Sub-Adviser and certifications as to the validity of certain information included in the Fund's Regulatory Filings. The Sub-Adviser shall make its officers and employees (including its Chief Compliance Officer) available to the Adviser and/or the Chief Compliance Officer of the Trust and/or the Adviser from time to time to review the Sub-Adviser's compliance program and its adherence thereto.

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE FUND. (a) The Adviser hereby appoints the Sub-Adviser as investment adviser, on the terms and conditions set forth in this Agreement, for the portion of the Fund’s assets that the Adviser or Delaware Investments Fund Advisers (“DIFA”) determines in its sole discretion to assign to the Sub-Adviser from time to time (the “Managed Portion”). The Adviser may, from time to time, increase or reduce the amount of the Managed Portion. The Sub-Adviser accepts these terms and agrees to render the services herein set forth and for the compensation provided on Schedule A to this Agreement. (b) Subject to the direction supervision and control of the Adviser and the Board of Trustees (the "“Trustees"”) of the Trust, during the term of this Agreement, the Sub-Adviser, at its expense, will furnish continuously an investment program for the Fund Managed Portion which shall at all applicable times meet the diversification requirements of Subchapters L and M under the Internal Revenue Code of 1986 (the "“Code"”). The Sub-Adviser, in its discretion, Adviser will make investment decisions on behalf of the Fund Managed Portion and place all orders for the its purchase and sale of portfolio securities. To the extent permitted by law, the Sub-Adviser may from time to time employ or associate itself with such person or persons, including affiliates, as it believes to be particularly fitted to assist it in the execution or performance of its obligations under this Agreement; provided, however, that the use of such persons does not relieve the Sub-Adviser from any obligation or duty under this Agreement, and provided no such person serves or acts as an investment adviser separate from the Sub-Adviser so as to require a new written contract pursuant to the 1940 Act and SEC interpretations. The Sub-Adviser shall remain liable for the performance of its obligations under this Agreement, and for the acts and omissions of its employees or associates. The Sub-Adviser will be an independent contractor and will not have authority to act for or represent the Trust or Adviser in any way or otherwise be deemed an agent of the Trust or Adviser Adviser, except as expressly authorized in this Agreement or another writing signed by the Trust, Adviser and the Sub-Adviser. (bc) The Sub-Adviser, at its expense, will furnish (i) all necessary investment and management facilities, including salaries of personnel, required for it to execute its duties faithfully and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund Managed Portion (excluding determination of net asset value per share, portfolio accounting and shareholder accounting services). The Sub-Adviser shall be responsible for documented, commercially reasonable expenses relating to the printing Printing and mailing of required supplements to the Fund's ’s registration statement, provided that such supplements relate solely to a change in control of the Sub-Adviser or any change in the portfolio manager or managers assigned by the Sub-Adviser to manage the FundManaged Portion. For the avoidance of doubt, except as set forth above, the Fund will bear all other Fund costs and expenses with respect to Sub-Adviser’s management of the Managed Portion, including but not limited to, all custodial fees, brokerage commissions, clearing fees, borrowing charges interest on margin and other borrowings, and any withholding or transfer taxes. (cd) The Sub-Adviser shall vote proxies relating to the Fund's Managed Portion’s investment securities in accordance with the manner in which the Sub-Adviser's proxy voting guidelines and procedures Adviser believes to be in effect from time to timethe best interests of the Managed Portion, and shall review its proxy voting activities on a periodic basis with the Trustees. The Trust or Adviser may withdraw the proxy voting authority granted to the Sub-Adviser pursuant to this Section at any time upon written notice. (de) The Consistent with Sub-Adviser’s best execution policies, the Sub-Adviser will select brokers and dealers to effect all portfolio transactions subject to the conditions set forth hereinherein (except to the extent such transactions are effected in accordance with such policies or procedures as may be established by the Trustees and provided to the Sub-Adviser). In the selection of selecting brokers, dealers or futures commission merchants and the placing of orders for the purchase and sale of portfolio investments for the Fund, the Sub-Adviser shall use its commercially reasonable best efforts to obtain for the Fund the most favorable price and execution available, except to the extent extent: (i) it may be permitted to pay higher brokerage commissions for brokerage and research services as described below; or (ii) the Adviser restricts the Sub-Adviser from executing transactions with particular broker(s) or dealers(s) as provided below. The Adviser reserves the right to direct the Sub-Adviser Adviser, upon written notice notice, not to execute transactions through any particular broker(s) or dealer(s), and the Sub-Adviser agrees to make reasonable efforts to comply with such request within ten business days of receiving written notice. In using its commercially reasonable best efforts to obtain for the Fund the most favorable price and execution available, the Sub-Adviser Adviser, bearing in mind the Fund’s best interests at all times, shall consider all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker, dealer, or futures commission merchant involved; and the quality of service rendered by the broker, dealer or futures commission merchant in other transactions. Subject to such policies as the Trustees may determinedetenitine and provide to the Sub-Adviser, the Sub-Adviser shall not be deemed to have acted unlawfully impermissibly or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker, dealer or futures commission merchant that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker, dealer or futures commission merchant would have charged for effecting that transaction, if the Sub-Adviser determines detennines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker, dealer or futures commission merchant, viewed in terms of either that particular transaction or the Sub-Adviser's ’s over-all responsibilities with respect to the Fund and to other clients of the Sub-Adviser or its affiliates as to which the Sub-Adviser or its affiliates exercises investment discretion. The Sub-Adviser shall maintain records adequate to demonstrate compliance with this sectionSection. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund Managed Portion as well as other clients of the Sub-Adviser, the Sub-Adviser Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable overall price or lower brokerage commissions and/or better execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in compliance with Section 17(d) of the Investment Company Act of 1940 and the rules established thereunderAct, Section 206 of the Investment Advisers Act of 1940 and any the rules established thereunder, and pursuant to policies adopted by the Sub-AdviserAdviser and approved by the Trustees. (ef) The Upon reasonable request, the Sub-Adviser will provide advice and assistance to the Adviser as to the determination of the fair value of certain investments where market quotations are not readily available for purposes of calculating the net asset value of the Fund Managed Portion in accordance with valuation procedures and methods established by the Trustees. (fg) The Sub-Adviser shall furnish the Adviser and the Board of Trustees with such information and reports regarding the Fund's investments as the Adviser reasonably deems appropriate or as the Board of Trustees shall reasonably requestrequest regarding the management of the Managed Portion. The Sub-Adviser shall make its officers and employees available from time to time, including attendance at Board of Trustees Trustees’ Meetings, at such reasonable times as the parties may agree to review the Funds’ investment policies of (solely as they relate to the Fund Managed Portion) and to consult with the Adviser or the Board of Trustees regarding the investment affairs performance of the FundManaged Portion. (gh) The Sub-Adviser shall not consult with any other sub-adviser to the Fund Funds or a sub-adviser to a portfolio that is under common control with any other account managed by the Fund Adviser concerning the assets of the FundFunds, except as permitted by the each Fund’s policies and procedures procedures. Notwithstanding the foregoing, Sub-Adviser shall not be prohibited from consulting with any of its affiliates concerning transactions in securities or other assets generally (i.e., without reference to the Funds), and Sub-Adviser shall not be prohibited from consulting with any of the other covered advisers concerning compliance with paragraphs (a) and (b) of Rule 12d3-1 of the 1940 Act. The Sub-Adviser acknowledges that DIFA has been delegated the responsibility to monitor and evaluate the investment advisory services provided to the Fund by the Sub-adviser. From time to time as DIFA may reasonably request, the Sub-adviser will furnish to DIFA reports and information including but not limited to the following: reports on Fund portfolio transactions, Sub-Adviser’s compliance program, Sub-Adviser’s compliance with the Fund’s compliance program, material violations of any compliance program and other reports on the assets managed by Sub-Adviser under this Agreement, all in such reasonable detail as DIFA may request. Sub-Adviser will also inform the Adviser and DIFA in a timely manner of material changes in portfolio managers responsible for Subadviser Assets, any changes in the ownership or management of Sub-Adviser, or of material changes in the control of Sub-Adviser. (hi) In the performance perfoi_lance of its duties, the Sub-Adviser shall be subject to, and shall perform in accordance with, the following: (i) provisions of the organizational documents of the Trust that are applicable apply to the Fund; (ii) the investment objectives, policies and restrictions of the Fund as stated in the Fund's ’s currently effective Prospectus and Statement of Additional Information ("“SAI") as amended from time to time”); (iii) the Investment Company Act of 1940 (federal securities laws, including without limit the "1940 Act") , the Advisers Act, and the Investment Advisers Act of 1940 (the "Advisers Commodity Exchange Act"); (iv) any written instructions and directions of the Trustees, the Adviser Adviser, or Fund management; and (v) its the Sub-Adviser’s general fiduciary responsibility responsibilities under applicable law; provided, however, that, in the case of (i) and (ii), Sub-Adviser shall only be subject to the Fundextent that such documents have been actually provided to the Sub-Adviser. (ij) The Sub-Adviser shall assist provide reasonable assistance, but only with respect to the Fund services provided pursuant to this Agreement, in the preparation of its registration statementstatements, prospectusprospectuses, shareholder reports, certain marketing materials and other regulatory filings, or any amendment or supplement thereto (collectively, "“Regulatory Filings"”) and shall provide the Fund with disclosure for use in the Fund's in, or as may be required by, Regulatory Filings, including, without limitation, any requested disclosure related to the Sub-Adviser's ’s investment management personnel, portfolio manager compensation, Codes of Ethics, firm description, investment management strategies and techniques, and proxy voting policies. (jk) The Sub-Adviser shall furnish the Adviser, the Board of Trustees and/or the Chief Compliance Officer of the Trust and/or the Adviser (the “CCO”) with such information, certifications and reports as such persons may reasonably deem appropriate or may reasonably request from the Sub-Adviser regarding the Sub-Adviser's ’s compliance with applicable law in connection with its services to the Managed Portion, including: (i) Rule 206(4)-7 of the Advisers Act and Act; (ii) the Federal Securities Lawsfederal securities laws, as defined in Rule 38a-1 under the 1940 Act. Such information; (iii) the Commodity Exchange Act; and (iv) any and all other laws, certifications rules, and reports shall includeregulations, without limitationwhether foreign or domestic, those regarding in each case, applicable at any time to the Sub-Adviser's compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, Title V of the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Code of Ethics operations of the Sub-Adviser and certifications as with respect to the validity provision of certain information included in the Fund's Regulatory Filings. The Sub-Adviser shall make its officers and employees (including its Chief Compliance Officer) available services to the Adviser and/or the Chief Compliance Officer of the Trust and/or the Adviser from time to time to review the Sub-Adviser's compliance program and its adherence thereto.Managed Portion. The

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE FUND. (a) Subject to the direction and control of the Board of Trustees (the "Trustees") of the Trust, the Sub-Adviser, at its expense, will furnish continuously an investment program for the Fund which shall at all times meet the diversification requirements of Subchapters L and M under Section 817(h) of the Internal Revenue Code of 1986 (the "Code"). In the event Section 817(h) of the Code is amended, the Adviser shall notify the Sub-Adviser of such event, and the Sub-Adviser shall cause the investment program for the Fund to comply with such amendment(s). The Sub-Adviser, in its discretion, Adviser will make investment decisions on behalf of the Fund and place all orders for the purchase and sale of portfolio securities. The Sub-Adviser will be an independent contractor and will not have authority to act for or represent the Trust or Adviser in any way or otherwise be deemed an agent of the Trust or Adviser except as expressly authorized in this Agreement or another writing by the Trust, Adviser and the Sub-Adviser. (b) The Sub-Adviser, at its expense, will furnish (i) all necessary investment and management facilities, including salaries of personnel, required for it to execute its duties faithfully and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund (excluding determination of net asset value per share, portfolio accounting and shareholder accounting services). The Sub-Adviser shall be responsible for commercially reasonable expenses relating to the printing and mailing of required supplements to the Fund's registration statement, provided that such supplements relate solely to a change in control of the Sub-Adviser or any change in the portfolio manager or managers assigned by the Sub-Adviser to manage the Fund. (c) The Sub-Adviser shall vote proxies relating to the Fund's investment securities in accordance with the manner in which the Sub-Adviser's proxy voting guidelines and procedures Adviser believes to be in effect from time to timethe best interests of the Fund, and shall review its proxy voting activities on a periodic basis with the Trustees. The Trust or Adviser may withdraw the authority granted to the Sub-Adviser pursuant to this Section at any time upon written notice. (d) The Sub-Adviser will select brokers and dealers to effect all portfolio transactions subject to the conditions set forth hereinherein (except to the extent such transactions are effected in accordance with such policies or procedures as may be established by the Board of Trustees and to the extent permitted by the Sub-Adviser's internal guidelines or policies regarding directed brokerage). In the selection of brokers, dealers or futures commission merchants and the placing of orders for the purchase and sale of portfolio investments for the Fund, the Sub-Adviser shall use its best efforts to obtain for the Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. The Adviser reserves the right to direct the Sub-Adviser upon written notice not to execute transactions through any particular broker(s) or dealer(s), and the Sub-Adviser agrees to comply with such request within ten business days of receiving written notice. In using its best efforts to obtain for the Fund the most favorable price and execution available, the Sub-Adviser Adviser, bearing in mind the Fund's best interests at all times, shall consider all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker, dealer, or futures commission merchant involved; and the quality of service rendered by the broker, dealer or futures commission merchant in other transactions. Subject to such policies as the Trustees may determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker, dealer or futures commission merchant that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker, dealer or futures commission merchant would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker, dealer or futures commission merchant, viewed in terms of either that particular transaction or the Sub-Adviser's over-all responsibilities with respect to the Fund and to other clients of the Sub-Adviser or its affiliates as to which the Sub-Adviser or its affiliates exercises investment discretion. The Sub-Adviser shall maintain records adequate to demonstrate compliance with this section. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable overall price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in compliance with Section 17(d) of the Investment Company Act of 1940 and the rules established thereunder, Section 206 of the Investment Advisers Act of 1940 and any rules established thereunder, and pursuant to policies adopted by the Sub-AdviserAdviser and approved by the Board of Trustees of the Fund. (e) The Sub-Adviser will provide advice and assistance to the Investment Adviser as to the determination of the fair value of certain investments where market quotations are not readily available for purposes of calculating net asset value of the Fund in accordance with valuation procedures and methods established by the Trustees. (f) The Sub-Adviser shall furnish the Adviser and the Board of Trustees with such information and reports regarding the Fund's investments as the Adviser deems appropriate or as the Board of Trustees shall reasonably request. The Sub-Adviser shall make its officers and employees available from time to time, including attendance at Board of Trustees Meetings, at such reasonable times as the parties may agree to review investment policies of the Fund Fund, and to consult with the Adviser or the Board of Trustees regarding the investment affairs of the Fund. (g) The Sub-Adviser shall not consult with any other sub-adviser to the Fund or a sub-adviser to a portfolio that is under common control with the Fund concerning the assets of the Fund, except as permitted by the policies and procedures of the Fund. (h) In the performance of its duties, the Sub-Adviser shall be subject to, and shall perform in accordance with, the following: (i) provisions of the organizational documents of the Trust that are applicable to the Fund; (ii) the investment objectives, policies and restrictions of the Fund as stated in the Fund's currently effective Prospectus and Statement of Additional Information ("SAI") ), as amended from time to time; (iii) the Investment Company Act of 1940 (the "1940 Act") and the Investment Advisers Act of 1940 (the "Advisers Act"); (iv) any written instructions and directions of the Trustees, the Adviser or Fund management; and (v) its general fiduciary responsibility to the Fund. (i) The Sub-Adviser shall assist the Fund in the preparation of its registration statement, prospectus, shareholder reports, marketing materials and other regulatory filings, or any amendment or supplement thereto (collectively, "Regulatory Filings") and shall provide the Fund with disclosure for use in the Fund's Regulatory Filings, including, without limitation, any requested disclosure related to the Sub-Adviser's investment management personnel, portfolio manager compensation, Codes of Ethics, firm description, investment management strategies and techniques, and proxy voting policies. (j) The Sub-Adviser shall furnish the Adviser, the Board of Trustees and/or the Chief Compliance Officer of the Trust and/or the Adviser with such information, certifications and reports as such persons may reasonably deem appropriate or may request from the Sub-Adviser regarding the Sub-Adviser's compliance with Rule 206(4)-7 of the Advisers Act and the Federal Securities Laws, as defined in Rule 38a-1 under the 1940 Act. Such information, certifications and reports shall include, without limitation, those regarding the Sub-Adviser's compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, Title V of the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Code of Ethics of the Sub-Adviser and the Trust and certifications as to the validity of certain information included in the Fund's Regulatory Filings. The Sub-Adviser shall make its officers and employees (including its Chief Compliance Officer) available to the Adviser and/or the Chief Compliance Officer of the Trust and/or the Adviser from time to time to review the Sub-Adviser's compliance program and its adherence thereto.Compliance

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE FUND. (a) Subject always to the direction and control of the Board Directors of Trustees Lincoln National Aggressive Growth Fund, Inc. (the "TrusteesFund") of ), a Maryland corporation, which is an eligible investment fund for Lincoln National Variable Annuity Account C (the Trust"Separate Account"), the Sub-Adviser, at its expense, will furnish continuously an investment program for the Fund which shall at all times meet the diversification requirements of Subchapters L and M under Section 817(h) of the Internal Revenue Code of 1986 1986, as amended (the "Code"). The Sub-Adviser, in its discretion, Adviser will make investment decisions on behalf of the Fund and place all orders for the purchase and sale of portfolio securities. In the performance of its duties, the Sub-Adviser will comply with the provisions of the organizational documents and Bylaws of the Fund and the stated investment objective, policies and restrictions of the Fund, and will use its best efforts to safeguard and promote the welfare of the Fund, and to comply with other policies which the Directors or the Adviser, as the case may be, may from time to time determine. The Sub-Adviser will be an independent contractor shall make its officers and will not have authority employees available to act for or represent the Trust or Adviser in any way or otherwise be deemed an agent from time to time at such reasonable times as the parties may agree to review investment policies of the Trust or Fund and to consult with the Adviser except as expressly authorized in this Agreement or another writing by regarding the Trust, Adviser and investment affairs of the Fund. Sub-AdviserAdviser understands and agrees that in addition to the Separate Account, the Fund in the future may also be used as an eligible investment fund for other variable annuity and/or variable life insurance separate accounts. (b) The Sub-Adviser, at its expense, will furnish (i) all necessary investment and management facilities, including salaries of personnel, required for it to execute its duties faithfully and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund (excluding determination of net asset value per share, portfolio accounting share and shareholder accounting services). The As a particular service to be rendered by Sub-Adviser shall be responsible for commercially reasonable expenses relating to the printing and mailing Adviser, but not by way of required supplements to the Fund's registration statementlimitation, provided that such supplements relate solely to a change in control of the Sub-Adviser or any change in the portfolio manager or managers assigned by the Sub-Adviser to manage the Fund. (c) The Sub-Adviser shall vote proxies relating to the Fund's investment securities in accordance with Sub-Adviser's proxy voting guidelines and procedures in effect from time to time, and shall review its proxy voting activities on a periodic basis with the Trustees. The Trust or Adviser may withdraw the authority granted to the Sub-Adviser pursuant to this Section at any time upon written noticeportfolio securities. (dc) The Sub-Adviser will select brokers and dealers to effect all portfolio transactions subject to the conditions set forth herein. In the selection of brokers, brokers and dealers or futures commission merchants and the placing of orders for the purchase and sale of portfolio investments for the Fund, the Sub-Sub- Adviser shall use its best efforts to obtain for the Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. The Adviser reserves the right to direct the Sub-Adviser upon written notice not to execute transactions through any particular broker(s) or dealer(s), and the Sub-Adviser agrees to comply with such request within ten business days of receiving written notice. In using its best efforts to obtain for the Fund the most favorable price and execution available, the Sub-Adviser Adviser, bearing in mind the Fund's best interests at all times, shall consider all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker, dealer, broker or futures commission merchant dealer involved; and the quality of service rendered by the broker, broker or dealer or futures commission merchant in other transactions. Subject to such policies as the Trustees Directors of the Fund may determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker, broker or dealer or futures commission merchant that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker, broker or dealer or futures commission merchant would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker, dealer broker or futures commission merchantdealer, viewed in terms of either that particular transaction or the Sub-Sub- Adviser's over-all responsibilities with respect to the Fund and to other clients of the Sub-Adviser or its affiliates as to which the Sub-Adviser or its affiliates exercises investment discretion. The Sub-Adviser shall maintain records adequate to demonstrate compliance with this section. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable overall execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in compliance with Section 17(d) of the Investment Company Act of 1940 and the rules established thereunder, Section 206 of the Investment Advisers Act of 1940 and any rules established thereunder, and pursuant to policies adopted by the Sub-Adviser. (e) The Sub-Adviser will provide advice and assistance to the Adviser as to the determination of the fair value of certain investments where market quotations are not readily available for purposes of calculating net asset value of the Fund in accordance with valuation procedures and methods established by the Trustees. (f) The Sub-Adviser shall furnish the Adviser and the Board of Trustees with such information and reports regarding the Fund's investments as the Adviser deems appropriate or as the Board of Trustees shall reasonably request. The Sub-Adviser shall make its officers and employees available from time to time, including attendance at Board of Trustees Meetings, at such reasonable times as the parties may agree to review investment policies of the Fund and to consult with the Adviser or the Board of Trustees regarding the investment affairs of the Fund. (gd) The Sub-Adviser shall not consult with be obligated to pay any other sub-adviser to expenses of or for the Fund or a sub-adviser to a portfolio that is under common control with the Fund concerning the assets of the Fund, except as permitted not expressly assumed by the policies and procedures of the Fund. (h) In the performance of its duties, the Sub-Adviser shall be subject to, and shall perform pursuant to this Section 1 other than as provided in accordance with, the following: (i) provisions of the organizational documents of the Trust that are applicable to the Fund; (ii) the investment objectives, policies and restrictions of the Fund as stated in the Fund's currently effective Prospectus and Statement of Additional Information ("SAI") as amended from time to time; (iii) the Investment Company Act of 1940 (the "1940 Act") and the Investment Advisers Act of 1940 (the "Advisers Act"); (iv) any written instructions and directions of the Trustees, the Adviser or Fund management; and (v) its general fiduciary responsibility to the FundSection 3. (i) The Sub-Adviser shall assist the Fund in the preparation of its registration statement, prospectus, shareholder reports, marketing materials and other regulatory filings, or any amendment or supplement thereto (collectively, "Regulatory Filings") and shall provide the Fund with disclosure for use in the Fund's Regulatory Filings, including, without limitation, any requested disclosure related to the Sub-Adviser's investment management personnel, portfolio manager compensation, Codes of Ethics, firm description, investment management strategies and techniques, and proxy voting policies. (j) The Sub-Adviser shall furnish the Adviser, the Board of Trustees and/or the Chief Compliance Officer of the Trust and/or the Adviser with such information, certifications and reports as such persons may reasonably deem appropriate or may request from the Sub-Adviser regarding the Sub-Adviser's compliance with Rule 206(4)-7 of the Advisers Act and the Federal Securities Laws, as defined in Rule 38a-1 under the 1940 Act. Such information, certifications and reports shall include, without limitation, those regarding the Sub-Adviser's compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, Title V of the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Code of Ethics of the Sub-Adviser and certifications as to the validity of certain information included in the Fund's Regulatory Filings. The Sub-Adviser shall make its officers and employees (including its Chief Compliance Officer) available to the Adviser and/or the Chief Compliance Officer of the Trust and/or the Adviser from time to time to review the Sub-Adviser's compliance program and its adherence thereto.

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE FUND. (a) The Trust and the Advisor appoint the Sub-Advisor to act as investment sub-advisor to the Fund on the terms set forth in this Agreement. Subject to the direction and control of the Board of Trustees (the "Trustees") of the Trust, the Sub-Adviser, at its expense, will furnish continuously an investment program for the Fund which shall meet the diversification requirements of Subchapters L Subchapter M and M under Section 817(h) of the Internal Revenue Code of 1986 (the "Code"). The Sub-Adviser, in its discretion, Adviser will make investment decisions on behalf of the Fund and place all orders for the purchase and sale of portfolio securities. The Sub-Adviser will be an independent contractor and will not have authority to act for or represent the Trust or Adviser in any way or otherwise be deemed an agent of the Trust or Adviser except as expressly authorized in this Agreement or another writing by the Trust, Adviser and the Sub-Adviser. (b) The Sub-Adviser, at its expense, will furnish (i) all necessary investment and management facilities, including salaries of personnel, required for it to execute its duties faithfully and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund (excluding determination of net asset value per share, portfolio accounting and shareholder accounting services). The Sub-Adviser shall be responsible for commercially reasonable expenses relating to the printing and mailing of required supplements to the Fund's registration statement, provided that such supplements relate solely to a change in control of the Sub-Adviser or any change in the portfolio manager or managers assigned by the Sub-Adviser to manage the Fund. (c) The Sub-Adviser shall vote proxies relating to the Fund's investment securities in accordance with the manner in which the Sub-Adviser's proxy voting guidelines and procedures Adviser believes to be in effect from time to timethe best interests of the Fund, and shall review its proxy voting activities on a periodic basis with the Trustees. The Trust or Adviser may withdraw the authority granted to the Sub-Adviser pursuant to this Section at any time upon written notice. (d) The Sub-Advisor shall not be responsible for filing proofs of claim or otherwise participating in class action lawsuits with respect to securities held by the Fund. (e) The Sub-Adviser will select brokers and dealers to effect all portfolio transactions subject to the conditions set forth herein. herein (except to the extent such transactions are effected in accordance with such policies or procedures as may be established by the Board of Trustees.) In the selection of brokers, dealers or futures commission merchants and the placing of orders for the purchase and sale of portfolio investments for the Fund, the Sub-Adviser shall use its best efforts to obtain for the Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. The Adviser reserves the right to direct the Sub-Adviser upon written notice not to execute transactions through any particular broker(s) or dealer(s), and the Sub-Adviser agrees to comply with such request within ten business days of receiving written notice. In using its best efforts to obtain for the Fund the most favorable price and execution available, the Sub-Adviser Adviser, bearing in mind the Fund's best interests at all times, shall consider all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker, dealer, or futures commission merchant involved; and the quality of service rendered by the broker, dealer or futures commission merchant in other transactions. Subject to such policies as the Trustees may determine, and as communicated in writing to the Sub-Adviser, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker, dealer or futures commission merchant that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker, dealer or futures commission merchant would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker, dealer or futures commission merchant, viewed in terms of either that particular transaction or the Sub-Adviser's over-all responsibilities with respect to the Fund and to other clients of the Sub-Adviser or its affiliates as to which the Sub-Adviser or its affiliates exercises investment discretion. The Sub-Adviser shall maintain records adequate to demonstrate compliance with this section. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable overall price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in compliance with Section 17(d) of the Investment Company Act of 1940 and the rules established thereunder, Section 206 of the Investment Advisers Act of 1940 and any rules established thereunder, and pursuant to policies adopted by the Sub-AdviserAdviser and approved by the Board of Trustees of the Fund. (ef) The Sub-Adviser will provide advice and assistance to the Investment Adviser as to the determination of the fair value of certain investments where market quotations are not readily available for purposes of calculating net asset value of the Fund in accordance with valuation procedures and methods established by the Trustees. (fg) The Sub-Adviser shall furnish the Adviser and the Board of Trustees with such information and reports regarding the Fund's investments as the Adviser deems appropriate or as the Board of Trustees shall reasonably request. The Sub-Adviser shall make its officers and employees available from time to time, including attendance at Board of Trustees Meetings, at such reasonable times as the parties may agree to review investment policies of the Fund and to consult with the Adviser or the Board of Trustees regarding the investment affairs of the Fund. (gh) The Sub-Adviser shall not consult with any other sub-adviser to the Fund or a sub-adviser to a portfolio that is under common control with the Fund concerning the assets of the Fund, except as permitted by the policies and procedures of the Fund. (hi) In the performance of its duties, the Sub-Adviser shall be subject to, and shall perform in accordance with, the following: (i) provisions of the organizational documents of the Trust that are applicable to the Fund; (ii) the investment objectives, policies and restrictions of the Fund as stated in the Fund's currently effective Prospectus and Statement of Additional Information ("SAI") as amended from time to time; (iii) the Investment Company Act of 1940 (the "1940 Act") and the Investment Advisers Act of 1940 (the "Advisers Act"); (iv) any written instructions and directions of the Trustees, the Adviser or Fund management; and (v) its general fiduciary responsibility to the Fund. (ij) The Sub-Adviser shall assist the Fund in the preparation of its registration statement, prospectus, shareholder reports, marketing materials and other regulatory filings, or any amendment or supplement thereto (collectively, "Regulatory Filings") and shall provide the Fund with disclosure for use in the Fund's Regulatory Filings, including, without limitation, any requested disclosure related to the Sub-Adviser's investment management personnel, portfolio manager compensation, Codes of Ethics, firm description, investment management strategies and techniques, and proxy voting policies. (jk) The Sub-Adviser shall furnish the Adviser, the Board of Trustees and/or the Chief Compliance Officer of the Trust and/or the Adviser with such information, certifications and reports as such persons may reasonably deem appropriate or may request from the Sub-Adviser regarding the Sub-Adviser's compliance with Rule 206(4)-7 of the Advisers Act and the Federal Securities Laws, as defined in Rule 38a-1 under the 1940 Act. Such information, certifications and reports shall include, without limitation, those regarding the Sub-Adviser's compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, Title V of the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Code of Ethics of the Sub-Adviser and the Trust and certifications as to the validity of certain information included in the Fund's Regulatory Filings. The Sub-Adviser shall make its officers and employees (including its Chief Compliance Officer) available to the Adviser and/or the Chief Compliance Officer of the Trust and/or the Adviser from time to time to examine and review the Sub-Adviser's compliance program and its adherence thereto. (l) The Sub-Adviser shall, as part of its compliance process, perform diversification testing under Subchapter M and Section 817(h) of the Code based upon its own records with respect to the Fund assets managed by the Sub-Adviser and report promptly any failure indicated by such testing to the Adviser, and take any necessary actions to remedy such failure. Notwithstanding the foregoing sentence, the Adviser agrees that the official testing for the Fund's compliance with diversification testing under Section 817(h) and Subchapter M of the Code shall be performed by Adviser, the Fund's custodian or services provider other than the Sub-Adviser.

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE FUND. (a) Subject to the direction and control of the Board of Trustees (the "“Trustees"”) of the Trust, the Sub-Adviser, at its expense, will furnish continuously an investment program for the Fund which shall at all times meet the diversification requirements of Subchapters L and M under Section 817(h) of the Internal Revenue Code of 1986 (the "“Code"”). The Sub-Adviser, in its discretion, Adviser will make investment decisions on behalf of the Fund and place all orders for the purchase and sale of portfolio securities. The Sub-Adviser will be an independent contractor and will not have authority to act for or represent the Trust or Adviser in any way or otherwise be deemed an agent of the Trust or Adviser except as expressly authorized in this Agreement or another writing by the Trust, Adviser and the Sub-Adviser. (b) The Sub-Adviser, at its expense, will furnish (i) all necessary investment and management facilities, including salaries of personnel, required for it to execute its duties faithfully and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund (excluding determination of net asset value per share, portfolio accounting and shareholder accounting services). The Sub-Adviser shall be responsible for commercially reasonable expenses relating to the printing and mailing of required supplements to the Fund's ’s registration statement, provided that such supplements relate solely to a change in control of the Sub-Adviser or any change in the portfolio manager or managers assigned by the Sub-Adviser to manage the Fund. (c) The Sub-Adviser shall vote proxies relating to the Fund's ’s investment securities in accordance with the manner in which the Sub-Adviser's proxy voting guidelines and procedures Adviser believes to be in effect from time to timethe best interests of the Fund, and shall review its proxy voting activities on a periodic basis with the Trustees. The Trust or Adviser may withdraw the authority granted to the Sub-Adviser pursuant to this Section at any time upon written notice. (d) The Sub-Adviser will select brokers and dealers to effect all portfolio transactions subject to the conditions set forth herein. In the selection of brokers, dealers or futures commission merchants and the placing of orders for the purchase and sale of portfolio investments for the Fund, the Sub-Adviser shall use its best efforts to obtain for the Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. The Adviser reserves the right to direct the Sub-Adviser upon written notice not to execute transactions through any particular broker(s) or dealer(s), and the Sub-Adviser agrees to comply with such request within ten business days of receiving written notice. In using its best efforts to obtain for the Fund the most favorable price and execution available, the Sub-Adviser shall consider all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker, dealer, or futures commission merchant involved; and the quality of service rendered by the broker, dealer or futures commission merchant in other transactions. Subject to such policies as the Trustees may determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker, dealer or futures commission merchant that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker, dealer or futures commission merchant would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker, dealer or futures commission merchant, viewed in terms of either that particular transaction or the Sub-Adviser's over-all responsibilities with respect to the Fund and to other clients of the Sub-Adviser or its affiliates as to which the Sub-Adviser or its affiliates exercises investment discretion. The Sub-Adviser shall maintain records adequate to demonstrate compliance with this section. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable overall execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in compliance with Section 17(d) of the Investment Company Act of 1940 and the rules established thereunder, Section 206 of the Investment Advisers Act of 1940 and any rules established thereunder, and pursuant to policies adopted by the Sub-Adviser. (e) The Sub-Adviser will provide advice and assistance to the Adviser as to the determination of the fair value of certain investments where market quotations are not readily available for purposes of calculating net asset value of the Fund in accordance with valuation procedures and methods established by the Trustees. (f) The Sub-Adviser shall furnish the Adviser and the Board of Trustees with such information and reports regarding the Fund's investments as the Adviser deems appropriate or as the Board of Trustees shall reasonably request. The Sub-Adviser shall make its officers and employees available from time to time, including attendance at Board of Trustees Meetings, at such reasonable times as the parties may agree to review investment policies of the Fund and to consult with the Adviser or the Board of Trustees regarding the investment affairs of the Fund. (g) The Sub-Adviser shall not consult with any other sub-adviser to the Fund or a sub-adviser to a portfolio that is under common control with the Fund concerning the assets of the Fund, except as permitted by the policies and procedures of the Fund. (h) In the performance of its duties, the Sub-Adviser shall be subject to, and shall perform in accordance with, the following: (i) provisions of the organizational documents of the Trust that are applicable to the Fund; (ii) the investment objectives, policies and restrictions of the Fund as stated in the Fund's currently effective Prospectus and Statement of Additional Information ("SAI") as amended from time to time; (iii) the Investment Company Act of 1940 (the "1940 Act") and the Investment Advisers Act of 1940 (the "Advisers Act"); (iv) any written instructions and directions of the Trustees, the Adviser or Fund management; and (v) its general fiduciary responsibility to the Fund. (i) The Sub-Adviser shall assist the Fund in the preparation of its registration statement, prospectus, shareholder reports, marketing materials and other regulatory filings, or any amendment or supplement thereto (collectively, "Regulatory Filings") and shall provide the Fund with disclosure for use in the Fund's Regulatory Filings, including, without limitation, any requested disclosure related to the Sub-Adviser's investment management personnel, portfolio manager compensation, Codes of Ethics, firm description, investment management strategies and techniques, and proxy voting policies. (j) The Sub-Adviser shall furnish the Adviser, the Board of Trustees and/or the Chief Compliance Officer of the Trust and/or the Adviser with such information, certifications and reports as such persons may reasonably deem appropriate or may request from the Sub-Adviser regarding the Sub-Adviser's compliance with Rule 206(4)-7 of the Advisers Act and the Federal Securities Laws, as defined in Rule 38a-1 under the 1940 Act. Such information, certifications and reports shall include, without limitation, those regarding the Sub-Adviser's compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, Title V of the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Code of Ethics of the Sub-Adviser and certifications as to the validity of certain information included in the Fund's Regulatory Filings. The Sub-Adviser shall make its officers and employees (including its Chief Compliance Officer) available to the Adviser and/or the Chief Compliance Officer of the Trust and/or the Adviser from time to time to review the Sub-Adviser's compliance program and its adherence thereto.

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE FUND. (a) The Adviser hereby appoints the Sub-Adviser as investment adviser, on the tenns and conditions set forth herein, for the portion of the Fund's assets that the Adviser determines in its sole discretion to assign to the Sub-Adviser from time to time (referred to in this Agreement as the "Managed Portion"). The Adviser may, from time to time, make additions to, and withdrawals from, those Fund assets assigned to the Sub-Adviser. The Sub­ Adviser accepts these terms and agrees to render the services herein set forth and for the compensation provided on Schedule A to this Agreement. (b) Subject to the direction supervision and control of the Adviser and the Board of Trustees (the "Trustees") of the Trust, the Sub-Adviser, at its expense, will furnish continuously an investment program for the Fund Managed Portion which shall at all applicable times meet the diversification requirements of Subchapters L and M under the Internal Intemal Revenue Code of 1986 1986, as amended (the "Code"). The Sub-Adviser, in its discretion, Adviser will make investment decisions on behalf of the Fund Managed Portion and place all orders for the its purchase and sale of portfolio securities. The Sub-Adviser will be an independent contractor and will not have authority to act for or represent the Trust or Adviser in any way or otherwise be deemed an agent of the Trust or Adviser Adviser, except as expressly authorized in this Agreement or another writing signed by the Trust, Adviser and the Sub-Adviser. (bc) The Sub-Adviser, at its expense, will furnish (i) all necessary investment and management facilities, including salaries of personnel, required for it to execute its duties faithfully and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund Managed Portion (excluding determination of net asset value per share, portfolio accounting and shareholder accounting services). The Sub-Adviser shall be responsible for commercially reasonable expenses relating to the printing and mailing of required supplements to the Fund's registration statement, provided that such supplements relate solely to a change in control of the Sub-Adviser or any change in the portfolio manager or managers assigned by the Sub-Sub­ Adviser to manage the FundManaged Portion. (cd) The Sub-Adviser shall vote proxies relating to the FundManaged Portion's investment securities in accordance with Sub-Adviser's proxy voting guidelines and procedures in effect from time to time, and shall review its proxy voting activities on a periodic basis with the TrusteesTmstees. The Trust Tmst or Adviser may withdraw the proxy voting authority granted to the Sub-Sub­ Adviser pursuant to this Section at any time upon written notice. (de) The Sub-Adviser will select brokers and dealers to effect all portfolio transactions subject to the conditions set forth herein. herein (except to the extent such transactions are effected in accordance with such policies or procedures as may be established by the Tmstees.) In the selection of selecting brokers, dealers or futures commission merchants and the placing of orders for the purchase and sale of portfolio investments for the Fundinvestments, the Sub-Adviser shall use its best efforts to obtain for the Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. The Adviser reserves the right tight to direct the Sub-Adviser Adviser, upon written notice notice, not to execute transactions through any particular broker(s) or dealer(s), and the Sub-Adviser agrees to comply with such request within ten business days of receiving written notice. In using its best efforts effotis to obtain for the Fund the most favorable price and execution available, the Sub-Adviser Adviser, bearing in mind the Managed Portion's best interests at all times, shall consider all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience expetience and financial stability of the ofthe broker, dealer, or futures commission merchant involved; and the quality of service rendered by the broker, dealer or futures commission merchant in other transactions. Subject to such policies as the Trustees Tmstees may determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund Managed Portion to pay a broker, dealer or futures commission merchant that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker, dealer or futures commission merchant would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker, dealer or futures commission merchant, viewed in terms of either that particular transaction or the Sub-Adviser's over-all responsibilities with respect to the Fund Managed Portion and to other clients of the Sub-Adviser or its affiliates as to which the Sub-Adviser or its affiliates exercises investment discretion. The Sub-Adviser shall maintain records adequate to demonstrate compliance with this sectionSection. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund Managed Potiion as well as other clients of the Sub-Adviser, the Sub-Adviser Sub­ Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable overall price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in compliance with Section 17(d) of the Investment Company Act of 1940 and the rules established thereunderAct, Section 206 of the Investment Advisers Act of 1940 and any rules established thereunderthereunder (the "Advisers Act"), and pursuant to policies adopted by the Sub-AdviserAdviser and approved by the Trustees. (ef) The Sub-Adviser will provide advice and assistance to the Adviser as to the determination of the fair value of certain ce1iain investments where market quotations are not readily available for purposes of calculating the Fund's net asset value of the Fund in accordance with valuation procedures and methods established by the Trustees. (fg) The Sub-Adviser shall furnish the Adviser and the Board of Trustees with such information infonnation and reports regarding the Fund's investments repotis as the Adviser deems appropriate or as the Board of Trustees shall reasonably request. The Sub-Adviser shall make its officers and employees available from time to time, including attendance at Board of Trustees Trustees' Meetings, at such reasonable times as the parties may agree to review the Fund's investment policies of the Fund and to consult with the Adviser or the Board of Trustees regarding the Managed Portion's investment affairs of the Fundaffairs. (gh) The Sub-Adviser shall not consult with any other sub-adviser to either the Fund or a sub-adviser to a portfolio that is under common control with any other account managed by the Fund Adviser concerning the assets of the Fund's assets, except as permitted by the Fund's policies and procedures of the Fundprocedures. (hi) In the performance of its duties, the Sub-Adviser shall be subject to, and shall perform in accordance with, the following: (i) provisions of the organizational documents of the Trust Tmst that are applicable apply to the Fund; (ii) the investment objectives, policies and restrictions of the Fund as stated in the Fund's currently effective Prospectus and Statement of Additional Information ("SAIS▇▇") as amended from time to time); (iii) the Investment Company Act of 1940 (federal securities laws, including without limit the "1940 Act") , the Advisers Act, and the Investment Advisers Act of 1940 (the "Advisers Commodity Exchange Act"); (iv) any written instructions instmctions and directions of the Trustees, the Adviser Adviser, or Fund management; and (v) its the Sub-Adviser's general fiduciary responsibility to the Fundfiducia1y responsibilities under applicable law. (ij) The Sub-Adviser shall assist the Fund in the preparation of its registration statementstatements, prospectusprospectuses, shareholder reports, certain marketing materials and other regulatory filings, or any amendment or supplement thereto (collectively, "Regulatory Regulatmy Filings") and shall provide the Fund with disclosure for use in in, or as may be required by, the Fund's Regulatory Filings, including, without limitation, any requested disclosure related to the Sub-Adviser's investment management personnel, portfolio manager compensation, Codes of Ethics, firm description, investment management strategies and techniques, and proxy voting policies. (jk) The Sub-Adviser shall furnish the Adviser, the Board of Trustees ofTtustees and/or the Chief Compliance Officer of the Trust Ttust and/or the Adviser (the "CCO") with such informationinfmmation, certifications and reports as such persons may reasonably deem appropriate or may request from the Sub-Adviser regarding the Sub-Adviser's compliance with applicable law, including: (i) Rule 206(4)-7 of the Advisers Act and Act; (ii) the Federal Securities Lawsfederal securities laws, as defined in Rule 38a-1 under the 1940 Act. Such information; (iii) the Commodity Exchange Act; and (iv) any and all other laws, certifications rules, and reports shall includeregulations, without limitationwhether foreign or domestic, those regarding in each case, applicable at any time to the Sub-Adviser's compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, Title V of the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Code of Ethics operations of the Sub-Adviser and certifications as its services to the validity of certain information included in the Fund's Regulatory FilingsManaged Portion. The Sub-Adviser shall make its officers and employees (including its Chief Compliance Officer) available to the Adviser and/or the Chief Compliance Officer of the Trust and/or the Adviser CCO from time to time to examine and review the Sub-Adviser's compliance program and its adherence thereto.

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE FUND. (a) The Adviser hereby appoints the Sub-Adviser as investment adviser, on the terms and conditions set forth in this Agreement, for the portion of the Fund’s assets that the Adviser determines in its sole discretion to assign to the Sub-Adviser from time to time (referred to in this Agreement as the “Managed Portion”). The Adviser may, from time to time, increase or reduce the amount of the Managed Portion. The Sub-Adviser accepts these terms and agrees to render the services herein set forth. (b) Subject to the direction supervision and control of the Adviser and the Board of Trustees Directors of the Fund (the "Trustees") “Fund Board”), during the term of the Trustthis Agreement, the Sub-Adviser, at its expense, will furnish continuously an investment program for the Fund which shall meet the diversification requirements of Subchapters L and M under the Internal Revenue Code of 1986 (the "Code")Managed Portion. The Sub-Adviser, in its discretion, Adviser will make investment decisions on behalf of the Fund Managed Portion and place all orders for the its purchase and sale of portfolio securities. In addition, notwithstanding anything herein to the contrary, the Sub-Adviser agrees to operate subject to the supervision of the Board of Trustees of the Trust (the “Trust Board”) and officers of the Trust to the extent the Trust Board and/or Trust officers reasonably deem the exercise of such supervision necessary in order to discharge their duties to the Parent Company and its shareholders; provided, however, that any change to the investment strategy of the Managed Portion shall be mutually agreed upon in writing in advance of the change by the Sub-Adviser and the Adviser. To the extent permitted by law, the Sub-Adviser may from time to time employ or associate itself with such person or persons, including affiliates, as it believes to be particularly fitted to assist it in the execution or performance of its obligations under this Agreement; provided, however, that the use of such persons does not relieve the Sub-Adviser from any obligation or duty under this Agreement, and provided no such person serves or acts as an investment adviser separate from the Sub-Adviser so as to require a new written contract pursuant to the ▇▇▇▇ ▇▇▇. The Sub-Adviser shall remain liable for the performance of its obligations under this Agreement, and for the acts and omissions of its employees or associates. The Sub-Adviser will be an independent contractor and will not have authority to act for or represent the Trust Fund or Adviser in any way or otherwise be deemed an agent of the Trust Fund or Adviser Adviser, except as expressly authorized in this Agreement or another writing signed by the Trust, Adviser and the Sub-Adviser. (bc) The Sub-Adviser, at its expense, will furnish (i) all necessary investment and management facilities, including salaries of personnel, required for it to execute its duties faithfully and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund Managed Portion (excluding determination of net asset value per share, portfolio accounting and shareholder accounting services). The Sub-Adviser shall be responsible for documented, commercially reasonable expenses relating to the printing and mailing of required supplements to the Fund's Parent Company’s registration statement, provided that such supplements relate solely to a change in control of the Sub-Adviser or any change in the portfolio manager or managers assigned by the Sub-Adviser to manage the FundManaged Portion. (cd) The Sub-Adviser shall vote proxies relating to the Fund's Managed Portion’s investment securities in accordance with the manner in which the Sub-Adviser's proxy voting guidelines and procedures Adviser believes to be in effect from time to timethe best interests of the Managed Portion, and shall review its proxy voting activities on a periodic basis with the TrusteesTrust Board. The Trust Board or Adviser may withdraw the proxy voting authority granted to the Sub-Adviser pursuant to this Section at any time upon written notice. (de) The Sub-Adviser will select brokers and dealers to effect all portfolio transactions subject to the conditions set forth herein. herein (except to the extent such transactions are effected in accordance with such policies or procedures as may be established by the Trust Board and provided to the Sub-Adviser.) In the selection of selecting brokers, dealers or futures commission merchants and the placing of orders for the purchase and sale of portfolio investments for the Fundpursuant to services to be provided under this Agreement, the Sub-Adviser shall use its commercially reasonable best efforts to obtain for the Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. The Adviser reserves the right to direct the Sub-Adviser Adviser, upon written notice notice, not to execute transactions through any particular broker(s) or dealer(s), and the Sub-Adviser agrees to comply with such request within ten business days of receiving written notice. In using its commercially reasonable best efforts to obtain for the Fund the most favorable price and execution available, the Sub-Adviser Adviser, bearing in mind the Managed Portion’s best interests at all times, shall consider all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker, dealer, or futures commission merchant involved; and the quality of service rendered by the broker, dealer or futures commission merchant in other transactions. Subject to such policies as the Trustees Trust Board may determinedetermine and provide to the Sub-Adviser, the Sub-Adviser shall not be deemed to have acted unlawfully impermissibly or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund Managed Portion to pay a broker, dealer or futures commission merchant that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker, dealer or futures commission merchant would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker, dealer or futures commission merchant, viewed in terms of either that particular transaction or the Sub-Adviser's ’s over-all responsibilities with respect to the Fund Managed Portion and to other clients of the Sub-Adviser or its affiliates as to which the Sub-Adviser or its affiliates exercises investment discretion. The Sub-Adviser shall maintain records adequate to demonstrate compliance with this sectionSection. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund Managed Portion as well as other clients of the Sub-Adviser, the Sub-Adviser Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable overall price or lower brokerage commissions and/or better execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in compliance with Section 17(d) of the Investment Company Act of 1940 and the rules established thereunderAct, Section 206 of the Investment Advisers Act of 1940 1940, as amended (the “Advisers Act”) and any the rules established thereunder, and pursuant to policies adopted by the Sub-AdviserAdviser and approved by the Trust Board. (ef) The Upon reasonable request, the Sub-Adviser will provide advice and assistance to the Adviser as to the determination of the fair value of certain investments where market quotations are not readily available for purposes of calculating the net asset value of the Fund Managed Portion in accordance with valuation procedures and methods established by the TrusteesTrust Board. (fg) The Sub-Adviser shall furnish the Adviser Adviser, the Fund, the Fund Board and the Trust Board of Trustees with such information and reports regarding the Fund's investments as the Adviser reasonably deems appropriate or as the Fund Board of Trustees or Trust Board shall reasonably requestrequest regarding the management of the Managed Portion. The Sub-Adviser shall make its officers and employees available from time to time, including attendance at Board of Trustees Trust Board’s Meetings, at such reasonable times as the parties may agree to review the Fund’s or the Parent Company’s investment policies of (solely as they relate to the Fund Managed Portion) and to consult with the Adviser Adviser, the Fund Board or the Trust Board of Trustees regarding the investment affairs performance of the FundManaged Portion. (gh) The Sub-Adviser shall not consult with any other sub-adviser to the Fund Fund, the Parent Company, or a sub-adviser to a portfolio that is under common control with the Fund Trust or any other account managed by the Adviser concerning the assets of the Fund, except as permitted by the Fund’s policies and procedures procedures. Notwithstanding the foregoing, Sub-Adviser shall not be prohibited from consulting with any of its affiliates concerning transactions in securities or other assets generally (i.e., without reference to the Fund), and Sub-Adviser shall not be prohibited from consulting with any of the Fundother covered advisers concerning compliance with paragraphs (a) and (b) of Rule 12d3-1 of the 1940 Act. (hi) In the performance of its duties, the Sub-Adviser shall be subject to, and shall perform in accordance with, the following: (i) provisions of the organizational documents of the Trust that are applicable to the Fund; (ii) the investment objectives, policies and restrictions of the Fund as stated in the Fund's currently effective Prospectus and Statement of Additional Information ("SAI") as amended from time to time; (iii) the Investment Company Act of 1940 (the "1940 Act") and the Investment Advisers Act of 1940 (the "Advisers Act"); (iv) any written instructions and directions of the TrusteesFund Board, the Adviser Adviser, or Fund managementthe Trust Board; and (viv) its the Sub-Adviser’s general fiduciary responsibility responsibilities under applicable law; provided, however, that, in the case of (i) and (ii), Sub-Adviser shall only be subject to the Fundextent that such documents have been actually provided to the Sub-Adviser. (ij) The Sub-Adviser shall assist provide reasonable assistance, but only with respect to the Fund services provided pursuant to this Agreement, in the preparation of its the Parent Company’s registration statementstatements, prospectusprospectuses, shareholder reports, certain marketing materials and other regulatory filings, or any amendment or supplement thereto (collectively, "“Regulatory Filings"”) and shall provide the Fund with disclosure for use in the Fund's in, or as may be required by, Regulatory Filings, including, without limitation, any requested disclosure related to the Sub-Adviser's ’s investment management personnel, portfolio manager compensation, Codes of Ethics, firm description, investment management strategies and techniques, and proxy voting policies. (jk) The Sub-Adviser shall furnish the Fund, the Adviser, the Trust Board of Trustees and/or the Chief Compliance Officer of the Trust and/or the Adviser (the “CCO”) with such information, certifications and reports as such persons may reasonably deem appropriate or may request from the Sub-Adviser regarding the Sub-Adviser's ’s compliance with applicable law, including: (i) Rule 206(4)-7 of the Advisers Act and Act; (ii) the Federal Securities Lawsfederal securities laws, as defined in Rule 38a-1 under the 1940 Act. Such information; (iii) the Commodity Exchange Act; and (iv) any and all other laws, certifications rules, and reports shall includeregulations, without limitationwhether foreign or domestic, those regarding in each case, applicable at any time to the Sub-Adviser's compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, Title V of the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Code of Ethics operations of the Sub-Adviser and certifications as with respect to the validity provision of certain information included in its services to the Fund's Regulatory FilingsManaged Portion. The Sub-Adviser shall make its officers and employees (including its Chief Compliance Officer) available to the Adviser and/or the Chief Compliance Officer of the Trust and/or the Adviser CCO from time to time to examine and review the Sub-Adviser's ’s compliance program and its adherence thereto. (l) The Sub-Adviser shall have no power, authority, responsibility, or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Managed Portion, including, without limitation, to file proofs of claim or other documents related to such proceedings (the “Litigation”), or to investigate, initiate, supervise, or monitor the Litigation involving the Managed Portion, and Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Sub-Adviser agrees that it shall provide Adviser with any and all documentation or information relating to the Litigation as may reasonably be requested by Adviser. (m) The Adviser hereby authorizes the Sub-Adviser to execute such swap agreements with counterparties on the Adviser’s behalf, subject to prior review and to prior written approval of the Adviser, as the Sub-Adviser deems appropriate from time to time in order to carry out the Sub-Adviser’s responsibilities under this Agreement. (n) The Adviser represents that the Fund is a “qualified eligible person” within the meaning of Commodity Futures Trading Commission (“CFTC”) Regulations Rule 4.7 and, as such, consents to the Sub-Adviser treating any futures accounts established by the Sub-Adviser in the name and on behalf of the Fund in accordance with the exemption contained in CFTC Regulations Rule 4.7.

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE FUND. (a) Subject to the direction and control of the Board of Trustees (the "Trustees") of the Trust, during the term of this Sub Advisory Agreement, the Sub-Adviser, at its expense, will furnish continuously an investment program for the Fund which shall meet the diversification requirements of Subchapters L and M under the Internal Revenue Code of 1986 (the "Code"). The Sub-Adviser, in its discretion, Adviser will make investment decisions on behalf of the Fund and place all orders for the purchase and sale of portfolio securities. The Sub-Adviser will be an independent contractor and will not have authority to act for or represent the Trust or Adviser in any way or otherwise be deemed an agent of the Trust or Adviser except as expressly authorized in this Agreement or another writing by the Trust, Adviser and the Sub-Adviser. (b) The Sub-Adviser, at its expense, will furnish (i) all necessary investment and management facilities, including salaries of personnel, required for it to execute its duties faithfully and and. (ii) administrative facilities, including bookkeeping, clerical personnel and avid ' equipment necessary for the efficient conduct of the investment affairs of the Fund (excluding excludurg determination of net asset value per share, portfolio accounting and shareholder accounting services). The Sub-Adviser shall be responsible for commercially reasonable expenses relating to the printing and mailing of required supplements to the Fund's registration statement, provided that such supplements relate solely to a change in control of the Sub-Adviser or any change in the portfolio manager or managers assigned by the Sub-Adviser to manage the Fund., and further provided that Adviser provides Sub-Adviser with an estimate of expense in advance of distributing the supplement.. (ce) The Sub-Adviser shall vote proxies relating to the Fund's investment securities in accordance with the Sub-Adviser's proxy voting guidelines policy and procedures in effect guidelines, as they may be amended from time to time, and in the manner in which the Sub-Adviser believes to be in the best interests of the Fund, and shall review its proxy voting activities on a periodic basis with the Trustees. The Trust or Adviser may withdraw the authority granted to the Sub-Adviser pursuant to this Section at any time upon written notice. (d) The Sub-Adviser will select brokers and dealers to effect all portfolio transactions subject to the conditions set forth herein. herein (except to the extent such transactions are effected in accordance with such policies or procedures as may be established by the Board of Trustees and provided to the Sub-Adviser.) In the selection of brokers, dealers or futures commission merchants and the placing of orders for the purchase and sale of portfolio investments for the Fund, the Sub-Adviser shall use its best efforts seek to obtain for the Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. The Adviser reserves the right to direct the Sub-Adviser upon written notice not to execute transactions through any particular broker(s) or dealer(s), and the Sub-Adviser agrees to comply with such request within ten business days of receiving written notice. In using its best efforts seeking to obtain for the Fund the most favorable price and execution available, the Sub-Adviser Adviser, bearing in mind the Fund's best interests at all times, shall consider all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker, dealer, or futures commission merchant involved; and the quality of service rendered by the broker, dealer or futures commission merchant in other transactions. Subject to such policies as the Trustees may determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker, dealer or futures commission merchant that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker, dealer or futures commission connnission merchant would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker, dealer or futures commission merchant, viewed in terms of either that particular transaction or the Sub-Adviser's over-all responsibilities with respect to the Fund and to other clients of the Sub-Adviser or its affiliates as to which the Sub-Adviser or its affiliates exercises investment discretion, notwithstanding that the Fund may not be the exclusive beneficiary of such research. The Sub-Adviser shall maintain records adequate to demonstrate compliance with this section. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable overall price or lower brokerage commissions and efficient execution. Adviser hereby acknowledges that such aggregation of orders may not result in more favorable pricing or lower brokerage commissions in all instances. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in compliance with Section 17(d) of the Investment Company Act of 1940 and the rules tiles established thereunderthereunder (the "1940 Act"), Section 206 of the Investment Advisers Act of 1940 and any rules established thereunder, and pursuant to policies adopted by the Sub-AdviserAdviser and approved by the Board of Trustees of the Fund. (e) The Sub-Adviser will provide advice and reasonable assistance to the Investment Adviser as to the determination of the fair value of certain investments where market quotations are not readily available for purposes of calculating net asset value of the Fund in accordance with valuation procedures and methods established by the Trustees. (f) The Sub-Adviser shall furnish the Adviser and the Board of Trustees with such information and reports regarding the Fund's investments as the Adviser deems reasonably appropriate or as the Board of Trustees shall reasonably request. The Sub-Adviser shall make its officers and employees available from time to time, including attendance at Board of Trustees Meetings, at such reasonable times as the parties may agree to review investment policies of the Fund and to consult with the Adviser or the Board of Trustees regarding the investment affairs of the Fund. (g) The Sub-Adviser shall not consult with any other sub-adviser to the Fund or a sub-adviser to a portfolio that is under common control with the Fund concerning the assets of the Fund, except as permitted by the policies and procedures of the Fund. Notwithstanding the foregoing, Sub-Adviser shall not be prohibited from consulting with any of its affiliated persons concerning transactions in securities or other assets, and Sub-Adviser shall not be prohibited from consulting with any of the other covered advisers concerning compliance with paragraphs (a) and (b) of Rule 12d3-1 of the 1940 Act. (h) In the performance of its duties, the Sub-Adviser shall be subject to, and shall perform in accordance with, the following: (i) provisions of the organizational documents of the Trust that are axe applicable to the Fund; (ii) the investment objectives, policies and restrictions of the Fund as stated in the Fund's currently effective Prospectus and Statement of Additional Information ("SAI") as amended from time to timetime and communicated to the Sub-Adviser; (iii) the Investment Company Act of 1940 (the "1940 Act") and the Investment Advisers Act of 1940 (the "Advisers Act"); (iv) any written instructions and directions of the Trustees, the Adviser or Fund Fuzed management; and (v) its general fiduciary responsibility to the Fund. (i) The Sub-Adviser shall assist provide reasonable assistance to the Fund Fund, the Adviser and the Fund's distributor in the preparation of its registration statement, prospectus, shareholder reports, marketing materials and other regulatory filings, or any amendment or supplement thereto (collectively, "Regulatory Filings") and shall provide the Fund with disclosure for use in the Fund's Regulatory Filings, including, without limitation, any requested disclosure related to the Sub-Adviser's investment management personnel, portfolio manager compensation, Codes of Ethics, firm description, investment management strategies and techniques, and proxy voting policies., (j) The Sub-Adviser shall furnish the Adviser, the Board of Trustees and/or the Chief Compliance Officer of the Trust and/or the Adviser with such information, certifications and reports as such persons may reasonably deem appropriate or may request from the Sub-Adviser regarding the Sub-Adviser's compliance with Rule 206(4)-7 of the Advisers Act and the Federal Securities Laws, as defined in Rule 38a-1 38asl under the 1940 Act. Such information, certifications and reports shall include, without limitation, those regarding the Sub-Adviser's compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, Title V of the ▇▇▇▇▇-Granvn-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Code of Ethics of the Sub-Adviser and the Trust and certifications as to the validity of certain information included in the Fund's Regulatory Filings. The Sub-Adviser shall make matte its officers and employees (including its Chief Compliance OfficerOfficer or individuals from the Sub-Adviser's Legal and Compliance Department knowledgeable about the Sub-Adviser's compliance program) available to the Adviser and/or the Chief Compliance Officer of the Trust and/or the Adviser from time to time to examine and review the Sub-Adviser's compliance program and its adherence thereto, (k) The Sub-Adviser shall have no power, authority, responsibility, or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any three in the Fund, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving Fuld assets, and Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Sub-Adviser agrees that it shall provide Adviser with any and all documentation or information relating to the Litigation as may reasonably be requested by Adviser. (1) The Adviser does hereby authorize the Sub-Adviser to execute swaps agreements with counterparties on the Adviser's behalf, subject to prior review and approval of the Adviser, as the Sub-Adviser deems appropriate from time to time in order to carry out the Sub-Adviser's responsibilities hereunder.

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE FUND. (a) The Adviser hereby appoints the Sub-Adviser as investment adviser, on the terms and conditions set forth herein, for the portion of the Fund’s assets that the Adviser determines in its sole discretion to assign to the Sub-Adviser from time to time (referred to in this Agreement as the “Managed Portion”). The Adviser may, from time to time, make additions to, and withdrawals from, those Fund assets assigned to the Sub-Adviser. The Sub-Adviser accepts these terms and agrees to render the services herein set forth and for the compensation provided on Schedule A to this Agreement. (b) Subject to the direction supervision and control of the Adviser and the Board of Trustees (the "“Trustees"”) of the Trust, the Sub-Adviser, at its expense, will furnish continuously an investment program for the Fund Managed Portion which shall meet the diversification requirements of Subchapters L and M under the Internal Revenue Code of 1986 (the "“Code"”). The Sub-Adviser, in its discretion, will make investment decisions on behalf of the Fund Managed Portion and place all orders for the its purchase and sale of portfolio securities. The Sub-Adviser will be an independent contractor and will not have authority to act for or represent the Trust or Adviser in any way or otherwise be deemed an agent of the Trust or Adviser Adviser, except as expressly authorized in this Agreement or another writing signed by the Trust, Adviser and the Sub-Adviser. (bc) The Sub-Adviser, at its expense, will furnish (i) all necessary investment and management facilities, including salaries of personnel, required for it to execute its duties faithfully and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund Managed Portion (excluding determination of net asset value per share, portfolio accounting and shareholder accounting services). The Sub-Adviser shall be responsible for commercially reasonable expenses relating to the printing and mailing of required supplements to the Fund's ’s registration statement, provided that such supplements relate solely to a change in control of the Sub-Adviser or any change in the portfolio manager or managers assigned by the Sub-Adviser to manage the FundManaged Portion. (cd) The Sub-Adviser shall vote proxies relating to the Fund's Managed Portion’s investment securities in accordance with Sub-Adviser's ’s proxy voting guidelines and procedures in effect from time to time, time and shall review its proxy voting activities on a periodic basis with the Trustees. The Trust or Adviser may withdraw the proxy voting authority granted to the Sub-Adviser pursuant to this Section at any time upon written notice. (de) The Sub-Adviser will select brokers and dealers to effect all portfolio transactions subject to the conditions set forth herein. In the selection of selecting brokers, dealers or futures commission merchants and the placing of orders for the purchase and sale of portfolio investments for the Fundinvestments, the Sub-Adviser shall use its best efforts to obtain for the Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. The Adviser reserves the right to direct the Sub-Adviser Adviser, upon written notice notice, not to execute transactions through any particular broker(s) or dealer(s), and the Sub-Adviser agrees to comply with such request within ten business days of receiving written notice. In using its best efforts to obtain for the Fund the most favorable price and execution available, the Sub-Adviser, bearing in mind the Sub-Adviser is a fiduciary to the Managed Portion, shall consider all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker, dealer, or futures commission merchant involved; and the quality of service rendered by the broker, dealer or futures commission merchant in other transactions. Subject to such policies as the Trustees may determine, the The Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund Managed Portion to pay a broker, dealer or futures commission merchant that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker, dealer or futures commission merchant would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker, dealer or futures commission merchant, viewed in terms of either that particular transaction or the Sub-Adviser's ’s over-all responsibilities with respect to the Fund Managed Portion and to other clients of the Sub-Adviser or its affiliates as to which the Sub-Adviser or its affiliates exercises investment discretion. The Sub-Adviser shall maintain records adequate to demonstrate compliance with this sectionSection. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund Managed Portion as well as other clients of the Sub-Adviser, the Sub-Adviser Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable overall execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in compliance with Section 17(d) of the Investment Company Act of 1940 and the rules established thereunderAct, Section 206 of the Investment Advisers Act of 1940 and any rules established thereunderthereunder (the “Advisers Act”), and pursuant to policies adopted by the Sub-Adviser. (ef) The Sub-Adviser will provide advice and assistance to the Adviser as to the determination of the fair value of certain investments where market quotations are not readily available for purposes of calculating the Fund’s net asset value of the Fund in accordance with valuation procedures and methods established by the Trustees. (fg) The Sub-Adviser shall furnish the Adviser and the Board of Trustees with such information and reports regarding the Fund's investments as the Adviser deems appropriate or as the Board of Trustees shall reasonably request. The Sub-Adviser shall make its officers and employees available from time to time, including attendance at Board of Trustees Trustees’ Meetings, at such reasonable times as the parties may agree to review the Fund’s investment policies of the Fund and to consult with the Adviser or the Board of Trustees regarding the Managed Portion’s investment affairs of the Fundaffairs. (gh) The Sub-Adviser shall not consult with any other sub-adviser to the Fund or with a sub-adviser to a portfolio fund that is under common control with the Fund concerning transactions for the assets of the FundFund in securities or other assets, except as permitted by the Fund’s policies and procedures of the Fundprocedures. (hi) In the performance of its duties, the Sub-Adviser shall be subject to, and shall perform in accordance with, the following: (i) provisions of the organizational documents of the Trust that are applicable apply to the Fund; (ii) the investment objectives, policies and restrictions of the Fund as stated in the Fund's ’s currently effective Prospectus and Statement of Additional Information ("“SAI") as amended from time to time”); (iii) the Investment Company Act of 1940 (federal securities laws, including without limit the "1940 Act") , the Advisers Act, and the Investment Advisers Act of 1940 (the "Advisers Commodity Exchange Act"); (iv) any written instructions and directions of the Trustees, the Adviser Adviser, or Fund managementmanagement that are not inconsistent with (i)-(iii) and (v) of this sub-section 1(i); and (v) its the Sub-Adviser’s general fiduciary responsibility to the Fundresponsibilities under applicable law. (ij) The Sub-Adviser shall assist the Fund in the preparation of its registration statementstatements, prospectusprospectuses, shareholder reports, certain marketing materials and other regulatory filings, or any amendment or supplement thereto (collectively, "“Regulatory Filings"”) and shall provide the Fund with disclosure for use in in, or as may be required by, the Fund's ’s Regulatory Filings, including, without limitation, any requested disclosure related to the Sub-Adviser's ’s investment management personnel, portfolio manager compensation, Codes of Ethics, firm description, investment management strategies and techniques, and proxy voting policies. (jk) The Sub-Adviser shall furnish the Adviser, the Board of Trustees and/or the Chief Compliance Officer of the Trust and/or the Adviser (the “CCO”) with such information, certifications and reports as such persons may reasonably deem appropriate or may and request from the Sub-Adviser regarding the Sub-Adviser's ’s compliance with applicable law, including: (i) Rule 206(4)-7 of the Advisers Act and Act; (ii) the Federal Securities Lawsfederal securities laws, as defined in Rule 38a-1 under the 1940 Act. Such information, certifications ; (iii) the Commodity Exchange Act; and reports shall include, without limitation, those regarding the (iv) any state laws that Adviser has notified Sub-Adviser's compliance with Adviser are applicable to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, Title V of the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Code of Ethics operations of the Sub-Adviser and certifications as its services to the validity of certain information included in the Fund's Regulatory FilingsManaged Portion. The Sub-Adviser shall make its officers and employees (including its Chief Compliance Officer) available to the Adviser and/or the Chief Compliance Officer of the Trust and/or the Adviser CCO from time to time to review the Sub-Adviser's ’s compliance program and its adherence thereto.

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE FUND. (a) The Trust and the Advisor appoint the Sub-Advisor to act as investment sub-advisor to the Fund on the terms set forth in this Agreement. Subject to the direction and control of the Board of Trustees (the "Trustees") of the Trust, the Sub-Adviser, at its expense, will furnish continuously an investment program for the Fund which shall at all times meet the diversification requirements of Subchapters L and M under Section 817(h) of the Internal Revenue Code of 1986 (the "Code"). The Sub-Adviser, in its discretion, Adviser will make investment decisions on behalf of the Fund and place all orders for the purchase and sale of portfolio securities. The Sub-Adviser will be an independent contractor and will not have authority to act for or represent the Trust or Adviser in any way or otherwise be deemed an agent of the Trust or Adviser except as expressly authorized in this Agreement or another writing by the Trust, Adviser and the Sub-Adviser. (b) The Sub-Adviser, at its expense, will furnish (i) all necessary investment and management facilities, including salaries of personnel, required for it to execute its duties faithfully and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund (excluding determination of net asset value per share, portfolio accounting and shareholder accounting services). The Sub-Adviser shall be responsible for commercially reasonable expenses relating to the printing and mailing of required supplements to the Fund's registration statement, provided that such supplements relate solely to a change in control of the Sub-Sub- Adviser or any change in the portfolio manager or managers assigned by the Sub-Adviser to manage the Fund. (c) The Sub-Adviser shall vote proxies relating to the Fund's investment securities in accordance with the manner in which the Sub-Adviser's proxy voting guidelines and procedures Adviser believes to be in effect from time to timethe best interests of the Fund, and shall review its proxy voting activities on a periodic basis with the Trustees. The Trust or Adviser may withdraw the authority granted to the Sub-Adviser pursuant to this Section at any time upon written notice. (d) The Sub-Advisor shall not be responsible for filing proofs of claim or otherwise participating in class action lawsuits with respect to securities held by the Fund. (e) The Sub-Adviser will select brokers and dealers to effect all portfolio transactions subject to the conditions set forth herein. herein (except to the extent such transactions are effected in accordance with such policies or procedures as may be established by the Board of Trustees.) In the selection of brokers, dealers or futures commission merchants and the placing of orders for the purchase and sale of portfolio investments for the Fund, the Sub-Adviser shall use its best efforts to obtain for the Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. The Adviser reserves the right to direct the Sub-Adviser upon written notice not to execute transactions through any particular broker(s) or dealer(s), and the Sub-Adviser agrees to comply with such request within ten business days of receiving written notice. In using its best efforts to obtain for the Fund the most favorable price and execution available, the Sub-Adviser Adviser, bearing in mind the Fund's best interests at all times, shall consider all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker, dealer, or futures commission merchant involved; and the quality of service rendered by the broker, dealer or futures commission merchant in other transactions. Subject to such policies as the Trustees may determine, and as communicated in writing to the Sub-Adviser, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker, dealer or futures commission merchant that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker, dealer or futures commission merchant would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker, dealer or futures commission merchant, viewed in terms of either that particular transaction or the Sub-Adviser's over-all responsibilities with respect to the Fund and to other clients of the Sub-Adviser or its affiliates as to which the Sub-Adviser or its affiliates exercises investment discretion. The Sub-Adviser shall maintain records adequate to demonstrate compliance with this section. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable overall price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in compliance with Section 17(d) of the Investment Company Act of 1940 and the rules established thereunder, Section 206 of the Investment Advisers Act of 1940 and any rules established thereunder, and pursuant to policies adopted by the Sub-AdviserAdviser and approved by the Board of Trustees of the Fund. (ef) The Sub-Adviser will provide advice and assistance to the Investment Adviser as to the determination of the fair value of certain investments where market quotations are not readily available for purposes of calculating net asset value of the Fund in accordance with valuation procedures and methods established by the Trustees. (fg) The Sub-Adviser shall furnish the Adviser and the Board of Trustees with such information and reports regarding the Fund's investments as the Adviser deems appropriate or as the Board of Trustees shall reasonably request. The Sub-Adviser shall make its officers and employees available from time to time, including attendance at Board of Trustees Meetings, at such reasonable times as the parties may agree to review investment policies of the Fund and to consult with the Adviser or the Board of Trustees regarding the investment affairs of the Fund. (gh) The Sub-Adviser shall not consult with any other sub-adviser to the Fund or a sub-adviser to a portfolio that is under common control with the Fund concerning the assets of the Fund, except as permitted by the policies and procedures of the Fund. (hi) In the performance of its duties, the Sub-Adviser shall be subject to, and shall perform in accordance with, the following: (i) provisions of the organizational documents of the Trust that are applicable to the Fund; (ii) the investment objectives, policies and restrictions of the Fund as stated in the Fund's currently effective Prospectus and Statement of Additional Information ("SAI") as amended from time to time; (iii) the Investment Company Act of 1940 (the "1940 Act") and the Investment Advisers Act of 1940 (the "Advisers Act"); (iv) any written instructions and directions of the Trustees, the Adviser or Fund management; and (v) its general fiduciary responsibility to the Fund. (ij) The Sub-Adviser shall assist the Fund in the preparation of its registration statement, prospectus, shareholder reports, marketing materials and other regulatory filings, or any amendment or supplement thereto (collectively, "Regulatory Filings") and shall provide the Fund with disclosure for use in the Fund's Regulatory Filings, including, without limitation, any requested disclosure related to the Sub-Adviser's investment management personnel, portfolio manager compensation, Codes of Ethics, firm description, investment management strategies and techniques, and proxy voting policies. (jk) The Sub-Adviser shall furnish the Adviser, the Board of Trustees and/or the Chief Compliance Officer of the Trust and/or the Adviser with such information, certifications and reports as such persons may reasonably deem appropriate or may request from the Sub-Sub- Adviser regarding the Sub-Adviser's compliance with Rule 206(4)-7 of the Advisers Act and the Federal Securities Laws, as defined in Rule 38a-1 under the 1940 Act. Such information, certifications and reports shall include, without limitation, those regarding the Sub-Adviser's compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, Title V of the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Code of Ethics of the Sub-Adviser and the Trust and certifications as to the validity of certain information included in the Fund's Regulatory Filings. The Sub-Adviser shall make its officers and employees (including its Chief Compliance Officer) available to the Adviser and/or the Chief Compliance Officer of the Trust and/or the Adviser from time to time to examine and review the Sub-Adviser's compliance program and its adherence thereto. (l) The Sub-Adviser shall, as part of its compliance process, perform diversification testing under Section 817(h) of the Code based upon its own records with respect to the Fund assets managed by the Sub-Adviser and report promptly any failure indicated by such testing to the Adviser, and take any necessary actions to remedy such failure. Notwithstanding the foregoing sentence, the Adviser agrees that the official testing for the Fund's compliance with diversification testing under Section 817(h) of the Code shall be performed by Adviser, the Fund's custodian or services provider other than the Sub-Adviser.

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE FUND. (a) The Adviser hereby appoints the Sub-Adviser as investment adviser, on the terms and conditions set forth herein, for the portion of the Fund's assets that the Adviser determines in its sole discretion to assign to the Sub-Adviser from time to time (referred to in this Agreement as the "Managed Portion"). The Adviser may, from time to time, make additions to, and withdrawals from, those Fund assets assigned to the Sub-Adviser. The Sub­ Adviser accepts these terms and agrees to render the services herein set forth and for the compensation provided on Schedule A to this Agreement. (b) Subject to the direction supervision and control of the Adviser and the Board of Trustees (the "Trustees") of the Trust, the Sub-Adviser, at its expense, will furnish continuously an investment program for the Fund Managed Portion which shall at all times meet the diversification requirements of Subchapters L and Land M under the Internal Revenue Code of 1986 (the "Code"). The Sub-Adviser, in its discretion, Adviser will make investment decisions on behalf of the Fund Managed Portion and place all orders for the its purchase and sale of portfolio securities. The Sub-Adviser will be an independent contractor and will not have authority to act for or represent the Trust or Adviser in any way or otherwise be deemed an agent of the Trust or Adviser Adviser, except as expressly authorized in this Agreement or another writing signed by the Trust, Adviser and the Sub-Adviser. (bc) The Sub-Adviser, at its expense, will furnish (i) all necessary investment and management facilities, including salaries of personnel, required for it to execute its duties faithfully and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund Managed Portion (excluding determination of net asset value per share, portfolio accounting and shareholder accounting services). The Sub-Adviser shall be responsible for commercially reasonable expenses relating to the printing and mailing of required supplements to the Fund's registration statement, provided that such supplements relate solely to a change in control of the Sub-Adviser or any change in the portfolio manager or managers assigned by the Sub-Sub­ Adviser to manage the FundManaged Portion. (cd) The Sub-Adviser shall vote proxies relating to the FundManaged Portion's investment securities in accordance with the manner in which the Sub-Adviser's proxy voting guidelines and procedures Adviser believes to be in effect from time to timethe best interests of the Managed Portion, and shall review its proxy voting activities on a periodic basis with the Trustees. The Trust or Adviser may withdraw the proxy voting authority granted to the Sub-Sub­ Adviser pursuant to this Section at any time upon written notice. (de) The Sub-Adviser will select brokers and dealers unaffiliated with the Sub-Adviser to effect all portfolio transactions subject to the conditions set forth herein. herein (except to the extent such transactions are effected in accordance with such policies or procedures as may be established by the Trustees.) In the selection of selecting brokers, dealers or futures commission merchants and the placing of orders for the purchase and sale of portfolio investments for the Fundinvestments, the Sub-Adviser shall use its best efforts to obtain for the Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. The Adviser reserves the right to direct the Sub-Adviser Adviser, upon written notice notice, not to execute transactions through any particular broker(s) or dealer(s), and the Sub-Adviser agrees to comply with such request within ten business days of receiving written notice. In using its best efforts to obtain for the Fund the most favorable price and execution available, the Sub-Adviser Adviser, bearing in mind the Managed Portion's best interests at all times, shall consider all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker, dealer, or futures commission merchant involved; and the quality of service rendered by the broker, dealer or futures commission merchant in other transactions. Subject to such policies as the Trustees may determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund Managed Portion to pay a broker, dealer or futures commission merchant that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker, dealer or futures commission merchant would have charged for effecting that transaction, if the Sub-Sub­ Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker, dealer or futures commission merchant, viewed in terms of either that particular transaction or the Sub-Sub­ Adviser's over-all responsibilities with respect to the Fund Managed Portion and to other clients of the Sub-Adviser or its affiliates as to which the Sub-Adviser or its affiliates exercises investment discretion. The Sub-Sub­ Adviser shall maintain records adequate to demonstrate compliance with this sectionSection. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund Managed Portion as well as other clients of the Sub-Adviser, the Sub-Adviser Sub- Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable overall price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in compliance with Section 17(d) of the Investment Company Act of 1940 and the rules established thereunderAct, Section 206 of the Investment Advisers Act of 1940 and any rules established thereunderthereunder (the "Advisers Act"), and pursuant to policies adopted by the Sub-AdviserAdviser and approved by the Trustees. (ef) The Sub-Adviser will provide advice and assistance to the Adviser as to the determination of the fair value of certain investments where market quotations are not readily available for purposes of calculating the Fund's net asset value of the Fund in accordance with valuation procedures and methods established by the Trustees. (fg) The Sub-Adviser shall furnish the Adviser and the Board of Trustees with such information and reports regarding the Fund's investments as the Adviser deems appropriate or as the Board of Trustees shall reasonably request. The Sub-Adviser shall make its officers and employees available from time to time, including attendance at Board of Trustees Trustees' Meetings, at such reasonable times as the parties may agree to review the Fund's investment policies of the Fund and to consult with the Adviser or the Board of Trustees regarding the Managed Portion's investment affairs of the Fundaffairs. (gh) The Sub-Adviser shall not consult with any other sub-adviser to either the Fund or a sub-adviser to a portfolio that is under common control with any other account managed by the Fund Adviser concerning the assets of the Fund's assets, except as permitted by the Fund's policies and procedures of the Fundprocedures. (hi) In the performance of its duties, the Sub-Adviser shall be subject to, and shall perform in accordance with, the following: (i) provisions of the organizational documents of the Trust that are applicable apply to the Fund; (ii) the investment objectives, policies and restrictions of the Fund as stated in the Fund's currently effective Prospectus and Statement of Additional Information ("SAIS▇▇") as amended from time to time); (iii) the Investment Company Act of 1940 (federal securities laws, including without limit the "1940 Act") , the Advisers Act, and the Investment Advisers Act of 1940 (the "Advisers Commodity Exchange Act"); (iv) any written instructions and directions of the Trustees, the Adviser Adviser, or Fund management; and (v) its general fiduciary responsibility to the Fund. (i) The Sub-Adviser shall assist the Fund in the preparation of its registration statement, prospectus, shareholder reports, marketing materials and other regulatory filings, or any amendment or supplement thereto (collectively, "Regulatory Filings") and shall provide the Fund with disclosure for use in the Fund's Regulatory Filings, including, without limitation, any requested disclosure related to the Sub-Adviser's investment management personnel, portfolio manager compensation, Codes of Ethics, firm description, investment management strategies and techniques, and proxy voting policiesgeneral fiduciary responsibilities under applicable law. (j) The Sub-Adviser shall furnish the Adviser, the Board of Trustees and/or the Chief Compliance Officer of the Trust and/or the Adviser with such information, certifications and reports as such persons may reasonably deem appropriate or may request from the Sub-Adviser regarding the Sub-Adviser's compliance with Rule 206(4)-7 of the Advisers Act and the Federal Securities Laws, as defined in Rule 38a-1 under the 1940 Act. Such information, certifications and reports shall include, without limitation, those regarding the Sub-Adviser's compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, Title V of the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Code of Ethics of the Sub-Adviser and certifications as to the validity of certain information included in the Fund's Regulatory Filings. The Sub-Adviser shall make its officers and employees (including its Chief Compliance Officer) available to the Adviser and/or the Chief Compliance Officer of the Trust and/or the Adviser from time to time to review the Sub-Adviser's compliance program and its adherence thereto.

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE FUND. a. The LVIP FI Equity-Income Fund (athe “Fund”) is a series of the Lincoln Variable Insurance Products Trust (the “Trust”), a Delaware statutory trust. The Fund is an eligible investment fund for Lincoln National Variable Annuity Account C (the “Separate Account”). Subject always to the direction and control of the Board of Trustees (the "Trustees") of the Trust, the Sub-Adviser, at its expense, will furnish continuously an investment program for the Fund which shall at all times meet the diversification requirements of Subchapters L and M under Section 817 (h) of the Internal Revenue Code of 1986 1986, as amended (the "“Code"”). The Sub-Adviser, in its discretion, Adviser will make investment decisions on behalf of the Fund and place all orders for the purchase and sale of portfolio securitiessecurities in accordance with the provisions of the organizational documents and By-laws of the Trust and the stated investment objective, policies and restrictions of the Fund as set forth in the Fund’s prospectus. Adviser will provide the Sub-Adviser with copies of the organizational documents of the Trust and the Fund’s prospectus, and any amendments to those items as may occur from time to time. Sub-Adviser will use its best efforts to safeguard and promote the welfare of the Fund, and to comply with other policies which the Trustees or the Adviser may from time to time determine and communicate in writing to the Sub-Adviser. The Sub-Adviser will be an independent contractor shall make its officers and will not have authority employees available to act for or represent the Trust or Adviser in any way or otherwise be deemed an agent from time to time, at such reasonable times as the parties may agree, to review investment policies of the Trust or Fund and to consult with the Adviser except as expressly authorized in this Agreement or another writing by regarding the Trust, Adviser and investment affairs of the Fund. Sub-AdviserAdviser understands and agrees that in addition to the Separate Account, the Fund may also be used as an eligible investment fund for other variable annuity and/or variable life insurance separate accounts. (b) b. The Sub-Adviser, at its expense, will furnish (i) all necessary investment and management facilities, including salaries of personnel, required for it to execute its duties faithfully and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund (excluding determination of net asset value per share, portfolio accounting share and shareholder accounting services). The As a particular service to be rendered by Sub-Adviser shall be responsible for commercially reasonable expenses relating to the printing and mailing Adviser, but not by way of required supplements to the Fund's registration statementlimitation, provided that such supplements relate solely to a change in control of the Sub-Adviser or any change in the portfolio manager or managers assigned by the Sub-Adviser to manage the Fund. (c) The Sub-Adviser shall vote proxies relating to the Fund's investment securities in accordance with Sub-Adviser's proxy voting guidelines and procedures in effect from time to time, and shall review its proxy voting activities on a periodic basis with the Trustees. The Trust or Adviser may withdraw the authority granted to the Sub-Adviser pursuant to this Section at any time upon written notice’s portfolio securities. (d) The Sub-Adviser will select brokers and dealers to effect all portfolio transactions subject to the conditions set forth herein. c. In the selection of brokers, brokers and dealers or futures commission merchants and the placing of orders for the purchase and sale of portfolio investments for the Fund, the Sub-Adviser shall use its best efforts to obtain for the Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. The Adviser reserves the right to direct the Sub-Adviser upon written notice not to execute transactions through any particular broker(s) or dealer(s), and the Sub-Adviser agrees to comply with such request within ten business days of receiving written notice. In using its best efforts to obtain for the Fund the most favorable price and execution available, the Sub-Adviser Adviser, bearing in mind the Fund’s best interests at all times, shall consider all factors it deems relevant, including by way of illustration: price; , the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker, dealer, broker or futures commission merchant dealer involved; and the quality of service rendered by the broker, broker or dealer or futures commission merchant in other transactions. Subject to such policies as the Trustees of the Trust may determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker, broker or dealer or futures commission merchant that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker, broker or dealer or futures commission merchant would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker, dealer broker or futures commission merchantdealer, viewed in terms of either that particular transaction or the Sub-Adviser's ’s over-all responsibilities with respect to the Fund and to other clients of the Sub-Adviser or its affiliates as to which the Sub-Adviser or its affiliates exercises investment discretion. The Sub-Adviser shall maintain records adequate to demonstrate compliance with this section. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable overall execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in compliance with Section 17(d) of the Investment Company Act of 1940 and the rules established thereunder, Section 206 of the Investment Advisers Act of 1940 and any rules established thereunder, and pursuant to policies adopted by the Sub-Adviser. (e) The Sub-Adviser will provide advice and assistance to the Adviser as to the determination of the fair value of certain investments where market quotations are not readily available for purposes of calculating net asset value of the Fund in accordance with valuation procedures and methods established by the Trustees. (f) The Sub-Adviser shall furnish the Adviser and the Board of Trustees with such information and reports regarding the Fund's investments as the Adviser deems appropriate or as the Board of Trustees shall reasonably request. The Sub-Adviser shall make its officers and employees available from time to time, including attendance at Board of Trustees Meetings, at such reasonable times as the parties may agree to review investment policies of the Fund and to consult with the Adviser or the Board of Trustees regarding the investment affairs of the Fund. (g) d. The Sub-Adviser shall not consult with be obligated to pay any other sub-adviser to expenses of or for the Fund or a sub-adviser to a portfolio that is under common control with the Fund concerning the assets of the Fund, except as permitted not expressly assumed by the policies and procedures of the Fund. (h) In the performance of its duties, the Sub-Adviser shall be subject to, and shall perform pursuant to Section 1 other than as provided in accordance with, the following: (i) provisions of the organizational documents of the Trust that are applicable to the Fund; (ii) the investment objectives, policies and restrictions of the Fund as stated in the Fund's currently effective Prospectus and Statement of Additional Information ("SAI") as amended from time to time; (iii) the Investment Company Act of 1940 (the "1940 Act") and the Investment Advisers Act of 1940 (the "Advisers Act"); (iv) any written instructions and directions of the Trustees, the Adviser or Fund management; and (v) its general fiduciary responsibility to the FundSection 3. (i) The Sub-Adviser shall assist the Fund in the preparation of its registration statement, prospectus, shareholder reports, marketing materials and other regulatory filings, or any amendment or supplement thereto (collectively, "Regulatory Filings") and shall provide the Fund with disclosure for use in the Fund's Regulatory Filings, including, without limitation, any requested disclosure related to the Sub-Adviser's investment management personnel, portfolio manager compensation, Codes of Ethics, firm description, investment management strategies and techniques, and proxy voting policies. (j) The Sub-Adviser shall furnish the Adviser, the Board of Trustees and/or the Chief Compliance Officer of the Trust and/or the Adviser with such information, certifications and reports as such persons may reasonably deem appropriate or may request from the Sub-Adviser regarding the Sub-Adviser's compliance with Rule 206(4)-7 of the Advisers Act and the Federal Securities Laws, as defined in Rule 38a-1 under the 1940 Act. Such information, certifications and reports shall include, without limitation, those regarding the Sub-Adviser's compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, Title V of the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Code of Ethics of the Sub-Adviser and certifications as to the validity of certain information included in the Fund's Regulatory Filings. The Sub-Adviser shall make its officers and employees (including its Chief Compliance Officer) available to the Adviser and/or the Chief Compliance Officer of the Trust and/or the Adviser from time to time to review the Sub-Adviser's compliance program and its adherence thereto.

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE FUND. (a) The Trust and the Advisor appoint the Sub-Advisor to act as investment sub-advisor to the Fund on the terms set forth in this Agreement. Subject to the direction and control of the Board of Trustees (the "“Trustees"”) of the Trust, the Sub-Adviser, at its expense, will furnish continuously an investment program for the Fund which shall at all times meet the diversification requirements of Subchapters L and M under Section 817(h) of the Internal Revenue Code of 1986 (the "“Code"”). The Sub-Adviser, in its discretion, Adviser will make investment decisions on behalf of the Fund and place all orders for the purchase and sale of portfolio securities. The Sub-Adviser will be an independent contractor and will not have authority to act for or represent the Trust or Adviser in any way or otherwise be deemed an agent of the Trust or Adviser except as expressly authorized in this Agreement or another writing by the Trust, Adviser and the Sub-Adviser. (b) The Sub-Adviser, at its expense, will furnish (i) all necessary investment and management facilities, including salaries of personnel, required for it to execute its duties faithfully and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund (excluding determination of net asset value per share, portfolio accounting and shareholder accounting services). The Sub-Adviser shall be responsible for commercially reasonable expenses relating to the printing and mailing of required supplements to the Fund's ’s registration statement, provided that such supplements relate solely to a change in control of the Sub-Adviser or any change in the portfolio manager or managers assigned by the Sub-Adviser to manage the Fund. (c) The Sub-Adviser shall vote proxies relating to the Fund's ’s investment securities in accordance with the manner in which the Sub-Adviser's proxy voting guidelines and procedures Adviser believes to be in effect from time to timethe best interests of the Fund, and shall review its proxy voting activities on a periodic basis with the Trustees. The Trust or Adviser may withdraw the authority granted to the Sub-Adviser pursuant to this Section at any time upon written notice. (d) The Sub-Advisor shall not be responsible for filing proofs of claim or otherwise participating in class action lawsuits with respect to securities held by the Fund. (e) The Sub-Adviser will select brokers and dealers to effect all portfolio transactions subject to the conditions set forth herein. herein (except to the extent such transactions are effected in accordance with such policies or procedures as may be established by the Board of Trustees.) In the selection of brokers, dealers or futures commission merchants and the placing of orders for the purchase and sale of portfolio investments for the Fund, the Sub-Adviser shall use its best efforts to obtain for the Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. The Adviser reserves the right to direct the Sub-Adviser upon written notice not to execute transactions through any particular broker(s) or dealer(s), and the Sub-Adviser agrees to comply with such request within ten business days of receiving written notice. In using its best efforts to obtain for the Fund the most favorable price and execution available, the Sub-Adviser Adviser, bearing in mind the Fund’s best interests at all times, shall consider all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker, dealer, or futures commission merchant involved; and the quality of service rendered by the broker, dealer or futures commission merchant in other transactions. Subject to such policies as the Trustees may determine, and as communicated in writing to the Sub-Adviser, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker, dealer or futures commission merchant that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker, dealer or futures commission merchant would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker, dealer or futures commission merchant, viewed in terms of either that particular transaction or the Sub-Adviser's ’s over-all responsibilities with respect to the Fund and to other clients of the Sub-Adviser or its affiliates as to which the Sub-Adviser or its affiliates exercises investment discretion. The Sub-Adviser shall maintain records adequate to demonstrate compliance with this section. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable overall price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in compliance with Section 17(d) of the Investment Company Act of 1940 and the rules established thereunder, Section 206 of the Investment Advisers Act of 1940 and any rules established thereunder, and pursuant to policies adopted by the Sub-AdviserAdviser and approved by the Board of Trustees of the Fund. (ef) The Sub-Adviser will provide advice and assistance to the Investment Adviser as to the determination of the fair value of certain investments where market quotations are not readily available for purposes of calculating net asset value of the Fund in accordance with valuation procedures and methods established by the Trustees. (fg) The Sub-Adviser shall furnish the Adviser and the Board of Trustees with such information and reports regarding the Fund's ’s investments as the Adviser deems appropriate or as the Board of Trustees shall reasonably request. The Sub-Adviser shall make its officers and employees available from time to time, including attendance at Board of Trustees Meetings, at such reasonable times as the parties may agree to review investment policies of the Fund and to consult with the Adviser or the Board of Trustees regarding the investment affairs of the Fund. (gh) The Sub-Adviser shall not consult with any other sub-adviser to the Fund or a sub-adviser to a portfolio that is under common control with the Fund concerning the assets of the Fund, except as permitted by the policies and procedures of the Fund. (hi) In the performance of its duties, the Sub-Adviser shall be subject to, and shall perform in accordance with, the following: (i) provisions of the organizational documents of the Trust that are applicable to the Fund; (ii) the investment objectives, policies and restrictions of the Fund as stated in the Fund's ’s currently effective Prospectus and Statement of Additional Information ("“SAI"”) as amended from time to time; (iii) the Investment Company Act of 1940 (the "“1940 Act"”) and the Investment Advisers Act of 1940 (the "“Advisers Act"”); (iv) any written instructions and directions of the Trustees, the Adviser or Fund management; and (v) its general fiduciary responsibility to the Fund. (ij) The Sub-Adviser shall assist the Fund in the preparation of its registration statement, prospectus, shareholder reports, marketing materials and other regulatory filings, or any amendment or supplement thereto (collectively, "“Regulatory Filings"”) and shall provide the Fund with disclosure for use in the Fund's ’s Regulatory Filings, including, without limitation, any requested disclosure related to the Sub-Adviser's ’s investment management personnel, portfolio manager compensation, Codes of Ethics, firm description, investment management strategies and techniques, and proxy voting policies. (jk) The Sub-Adviser shall furnish the Adviser, the Board of Trustees and/or the Chief Compliance Officer of the Trust and/or the Adviser with such information, certifications and reports as such persons may reasonably deem appropriate or may request from the Sub-Adviser regarding the Sub-Adviser's ’s compliance with Rule 206(4)-7 of the Advisers Act and the Federal Securities Laws, as defined in Rule 38a-1 under the 1940 Act. Such information, certifications and reports shall include, without limitation, those regarding the Sub-Adviser's ’s compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, Title V of the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Code of Ethics of the Sub-Adviser and the Trust and certifications as to the validity of certain information included in the Fund's ’s Regulatory Filings. The Sub-Adviser shall make its officers and employees (including its Chief Compliance Officer) available to the Adviser and/or the Chief Compliance Officer of the Trust and/or the Adviser from time to time to examine and review the Sub-Adviser's ’s compliance program and its adherence thereto. (l) The Sub-Adviser shall, as part of its compliance process, perform diversification testing under Section 817(h) of the Code based upon its own records with respect to the Fund assets managed by the Sub-Adviser and report promptly any failure indicated by such testing to the Adviser, and take any necessary actions to remedy such failure. Notwithstanding the foregoing sentence, the Adviser agrees that the official testing for the Fund’s compliance with diversification testing under Section 817(h) of the Code shall be performed by Adviser, the Fund’s custodian or services provider other than the Sub-Adviser.

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE FUND. (a) The Equity-Income Fund (the "Fund") is a series of the Lincoln Variable Insurance Products Trust (the "Trust"), a Delaware statutory trust. The Fund is an eligible investment fund for Lincoln National Variable Annuity Account C (the "Separate Account"). Subject always to the direction and control of the Board of Trustees (the "Trustees") of the Trust, the Sub-Adviser, at its expense, will furnish continuously an investment program for the Fund which shall at all times meet the diversification requirements of Subchapters L and M under Section 817(h) of the Internal Revenue Code of 1986 1986, as amended (the "Code"). The Sub-Adviser, in its discretion, Adviser will make investment decisions on behalf of the Fund and place all orders for the purchase and sale of portfolio securitiessecurities in accordance with the provisions of the organizational documents and By-laws of the Trust and the stated investment objective, policies and restrictions of the Fund as set forth in the Fund's prospectus. Adviser will provide the Sub-Adviser with copies of the organizational documents of the Trust and the Fund's prospectus, and any amendments to those items as may occur from time to time. Sub-Adviser will use its best efforts to safeguard and promote the welfare of the Fund, and to comply with other policies which the Trustees or the Adviser may from time to time determine and communicate in writing to the Sub-Adviser. The Sub-Adviser will be an independent contractor shall make its officers and will not have authority employees available to act for or represent the Trust or Adviser in any way or otherwise be deemed an agent from time to time, at such reasonable times as the parties may agree, to review investment policies of the Trust or Fund and to consult with the Adviser except as expressly authorized in this Agreement or another writing by regarding the Trust, Adviser and investment affairs of the Fund. Sub-AdviserAdviser understands and agrees that in addition to the Separate Account, the Fund may also be used as an eligible investment fund for other variable annuity and/or variable life insurance separate accounts. (b) The Sub-Adviser, at its expense, will furnish (i) all necessary investment and management facilities, including salaries of personnel, required for it to execute its duties faithfully and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund (excluding determination of net asset value per share, portfolio accounting share and shareholder accounting services). The As a particular service to be rendered by Sub-Adviser shall be responsible for commercially reasonable expenses relating to the printing and mailing Adviser, but not by way of required supplements to the Fund's registration statementlimitation, provided that such supplements relate solely to a change in control of the Sub-Adviser or any change in the portfolio manager or managers assigned by the Sub-Adviser to manage the Fund. (c) The Sub-Adviser shall vote proxies relating to the Fund's investment securities in accordance with Sub-Adviser's proxy voting guidelines and procedures in effect from time to time, and shall review its proxy voting activities on a periodic basis with the Trustees. The Trust or Adviser may withdraw the authority granted to the Sub-Adviser pursuant to this Section at any time upon written noticeportfolio securities. (dc) The Sub-Adviser will select brokers and dealers to effect all portfolio transactions subject to the conditions set forth herein. In the selection of brokers, brokers and dealers or futures commission merchants and the placing of orders for the purchase and sale of portfolio investments for the Fund, the Sub-Adviser shall use its best efforts to obtain for the Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. The Adviser reserves the right to direct the Sub-Adviser upon written notice not to execute transactions through any particular broker(s) or dealer(s), and the Sub-Adviser agrees to comply with such request within ten business days of receiving written notice. In using its best efforts to obtain for the Fund the most favorable price and execution available, the Sub-Adviser Adviser, bearing in mind the Fund's best interests at all times, shall consider all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker, dealer, broker or futures commission merchant dealer involved; and the quality of service rendered by the broker, broker or dealer or futures commission merchant in other transactions. Subject to such policies as the Trustees of the Trust may determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker, broker or dealer or futures commission merchant that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker, broker or dealer or futures commission merchant would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker, dealer broker or futures commission merchantdealer, viewed in terms of either that particular transaction or the Sub-Adviser's over-all responsibilities with respect to the Fund and to other clients of the Sub-Adviser or its affiliates as to which the Sub-Adviser or its affiliates exercises investment discretion. The Sub-Adviser shall maintain records adequate to demonstrate compliance with this section. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable overall execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in compliance with Section 17(d) of the Investment Company Act of 1940 and the rules established thereunder, Section 206 of the Investment Advisers Act of 1940 and any rules established thereunder, and pursuant to policies adopted by the Sub-Adviser. (e) The Sub-Adviser will provide advice and assistance to the Adviser as to the determination of the fair value of certain investments where market quotations are not readily available for purposes of calculating net asset value of the Fund in accordance with valuation procedures and methods established by the Trustees. (f) The Sub-Adviser shall furnish the Adviser and the Board of Trustees with such information and reports regarding the Fund's investments as the Adviser deems appropriate or as the Board of Trustees shall reasonably request. The Sub-Adviser shall make its officers and employees available from time to time, including attendance at Board of Trustees Meetings, at such reasonable times as the parties may agree to review investment policies of the Fund and to consult with the Adviser or the Board of Trustees regarding the investment affairs of the Fund. (gd) The Sub-Adviser shall not consult with be obligated to pay any other sub-adviser to expenses of or for the Fund or a sub-adviser to a portfolio that is under common control with the Fund concerning the assets of the Fund, except as permitted not expressly assumed by the policies and procedures of the Fund. (h) In the performance of its duties, the Sub-Adviser shall be subject to, and shall perform pursuant to this Section 1 other than as provided in accordance with, the following: (i) provisions of the organizational documents of the Trust that are applicable to the Fund; (ii) the investment objectives, policies and restrictions of the Fund as stated in the Fund's currently effective Prospectus and Statement of Additional Information ("SAI") as amended from time to time; (iii) the Investment Company Act of 1940 (the "1940 Act") and the Investment Advisers Act of 1940 (the "Advisers Act"); (iv) any written instructions and directions of the Trustees, the Adviser or Fund management; and (v) its general fiduciary responsibility to the FundSection 3. (i) The Sub-Adviser shall assist the Fund in the preparation of its registration statement, prospectus, shareholder reports, marketing materials and other regulatory filings, or any amendment or supplement thereto (collectively, "Regulatory Filings") and shall provide the Fund with disclosure for use in the Fund's Regulatory Filings, including, without limitation, any requested disclosure related to the Sub-Adviser's investment management personnel, portfolio manager compensation, Codes of Ethics, firm description, investment management strategies and techniques, and proxy voting policies. (j) The Sub-Adviser shall furnish the Adviser, the Board of Trustees and/or the Chief Compliance Officer of the Trust and/or the Adviser with such information, certifications and reports as such persons may reasonably deem appropriate or may request from the Sub-Adviser regarding the Sub-Adviser's compliance with Rule 206(4)-7 of the Advisers Act and the Federal Securities Laws, as defined in Rule 38a-1 under the 1940 Act. Such information, certifications and reports shall include, without limitation, those regarding the Sub-Adviser's compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, Title V of the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Code of Ethics of the Sub-Adviser and certifications as to the validity of certain information included in the Fund's Regulatory Filings. The Sub-Adviser shall make its officers and employees (including its Chief Compliance Officer) available to the Adviser and/or the Chief Compliance Officer of the Trust and/or the Adviser from time to time to review the Sub-Adviser's compliance program and its adherence thereto.

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE FUND. (a) Subject to the direction and control of the Board of Trustees (the "Trustees") of the Trust, during the term of this Sub-Advisory Agreement, the Sub-Adviser, at its expense, will furnish continuously an investment program for the Fund which shall meet the diversification requirements of Subchapters L and M under the Internal Revenue Code of 1986 (the "Code"). The Sub-Adviser, in its discretion, Adviser will make investment decisions on behalf of the Fund and place all orders for the purchase and sale of portfolio securities. The Sub-Adviser will be an independent contractor and will not have authority to act for or represent the Trust or Adviser in any way or otherwise be deemed an agent of the Trust or Adviser except as expressly authorized in this Agreement or another writing by the Trust, Adviser and the Sub-Adviser. (b) The Sub-Adviser, at its expense, will furnish (i) all necessary investment and management facilities, including salaries of personnel, required for it to execute its duties faithfully and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund (excluding determination of net asset value per share, portfolio accounting and shareholder accounting services). The Sub-Adviser shall be responsible for commercially reasonable expenses relating to the printing and mailing of required supplements to the Fund's registration statement, provided that such supplements relate solely to a change in control of the Sub-Adviser or any change in the portfolio manager or managers assigned by the Sub-Adviser to manage the Fund., and further provided that Adviser provides Sub-Adviser with an estimate of expense in advance of distributing the supplement.. (c) The Sub-Adviser shall vote proxies relating to the Fund's investment securities in accordance with the Sub-Adviser's proxy voting guidelines policy and procedures in effect guidelines, as they may be amended from time to time, and in the manner in which the Sub-Adviser believes to be in the best interests of the Fund, and shall review its proxy voting activities on a periodic basis with the Trustees. The Trust or Adviser may withdraw the authority granted to the Sub-Adviser pursuant to this Section at any time upon written notice. (d) The Sub-Adviser will select brokers and dealers to effect all portfolio transactions subject to the conditions set forth herein. herein (except to the extent such transactions are effected in accordance with such policies or procedures as may be established by the Board of Trustees and provided to the Sub-Adviser.) In the selection of brokers, dealers or futures commission merchants and the placing of orders for the purchase and sale of portfolio investments for the Fund, the Sub-Adviser shall use its best efforts seek to obtain for the Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. The Adviser reserves the right to direct the Sub-Adviser upon written notice not to execute transactions through any particular broker(s) or dealer(s), and the Sub-Adviser agrees to comply with such request within ten business days of receiving written notice. In using its best efforts seeking to obtain for the Fund the most favorable price and execution available, the Sub-Adviser Adviser, bearing in mind the Fund's best interests at all times, shall consider all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker, dealer, or futures commission merchant involved; and the quality of service rendered by the broker, dealer or futures commission merchant in other transactions. Subject to such policies as the Trustees may determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker, dealer or futures commission merchant that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker, dealer or futures commission merchant would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker, dealer or futures commission merchant, viewed in terms of either that particular transaction or the Sub-Adviser's over-all responsibilities with respect to the Fund and to other clients of the Sub-Adviser or its affiliates as to which the Sub-Adviser or its affiliates exercises investment discretion, notwithstanding that the Fund may not be the exclusive beneficiary of such research. The Sub-Adviser shall maintain records adequate to demonstrate compliance with this section. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable overall price or lower brokerage commissions and efficient execution. Adviser hereby acknowledges that such aggregation of orders may not result in more favorable pricing or lower brokerage commissions in all instances. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in compliance with Section 17(d) of the Investment Company Act of 1940 and the rules established thereunder, Section 206 of the Investment Advisers Act of 1940 and any rules established thereunder, and pursuant to policies adopted by the Sub-Adviser. (e) The Sub-Adviser will provide advice and assistance to the Adviser as to the determination of the fair value of certain investments where market quotations are not readily available for purposes of calculating net asset value of the Fund in accordance with valuation procedures and methods established by the Trustees. (f) The Sub-Adviser shall furnish the Adviser and the Board of Trustees with such information and reports regarding the Fund's investments as the Adviser deems appropriate or as the Board of Trustees shall reasonably request. The Sub-Adviser shall make its officers and employees available from time to time, including attendance at Board of Trustees Meetings, at such reasonable times as the parties may agree to review investment policies of the Fund and to consult with the Adviser or the Board of Trustees regarding the investment affairs of the Fund. (g) The Sub-Adviser shall not consult with any other sub-adviser to the Fund or a sub-adviser to a portfolio that is under common control with the Fund concerning the assets of the Fund, except as permitted by the policies and procedures of the Fund. (h) In the performance of its duties, the Sub-Adviser shall be subject to, and shall perform in accordance with, the following: (i) provisions of the organizational documents of the Trust that are applicable to the Fund; (ii) the investment objectives, policies and restrictions of the Fund as stated in the Fund's currently effective Prospectus and Statement of Additional Information ("SAI") as amended from time to time; (iii) the Investment Company Act of 1940 (the "1940 Act") and the Investment Advisers Act of 1940 (the "Advisers Act"); (iv) any written instructions and directions of the Trustees, the Adviser or Fund management; and (v) its general fiduciary responsibility to the Fund. (i) The Sub-Adviser shall assist the Fund in the preparation of its registration statement, prospectus, shareholder reports, marketing materials and other regulatory filings, or any amendment or supplement thereto (collectively, "Regulatory Filings") and shall provide the Fund with disclosure for use in the Fund's Regulatory Filings, including, without limitation, any requested disclosure related to the Sub-Adviser's investment management personnel, portfolio manager compensation, Codes of Ethics, firm description, investment management strategies and techniques, and proxy voting policies. (j) The Sub-Adviser shall furnish the Adviser, the Board of Trustees and/or the Chief Compliance Officer of the Trust and/or the Adviser with such information, certifications and reports as such persons may reasonably deem appropriate or may request from the Sub-Adviser regarding the Sub-Adviser's compliance with Rule 206(4)-7 of the Advisers Act and the Federal Securities Laws, as defined in Rule 38a-1 under the 1940 Act. Such information, certifications and reports shall include, without limitation, those regarding the Sub-Adviser's compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, Title V of the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Code of Ethics of the Sub-Adviser and certifications as to the validity of certain information included in the Fund's Regulatory Filings. The Sub-Adviser shall make its officers and employees (including its Chief Compliance Officer) available to the Adviser and/or the Chief Compliance Officer of the Trust and/or the Adviser from time to time to review the Sub-Adviser's compliance program and its adherence thereto.

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE FUND. (a) Subject to the direction and control of the Board of Trustees (the "Trustees") of the Trust, the Sub-Adviser, at its expense, will furnish continuously an investment program for the Fund which shall meet the diversification requirements of Subchapters L and M under the Internal Revenue Code of 1986 (the "Code"). The Sub-Adviser, in its discretion, will make investment decisions on behalf of the Fund and place all orders for the purchase and sale of portfolio securities. The Sub-Adviser will be an independent contractor and will not have authority to act for or represent the Trust or Adviser in any way or otherwise be deemed an agent of the Trust or Adviser except as expressly authorized in this Agreement or another writing by the Trust, Adviser and the Sub-Adviser. (b) The Sub-Adviser, at its expense, will furnish (i) all necessary investment and management facilities, including salaries of personnel, required for it to execute its duties faithfully and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund (excluding determination of net asset value per share, portfolio accounting and shareholder accounting services). The Sub-Adviser shall be responsible for commercially reasonable expenses relating to the printing and mailing of required supplements to the Fund's registration statement, provided that such supplements relate solely to a change in control of the Sub-Adviser or any change in the portfolio manager or managers assigned by the Sub-Adviser to manage the Fund. (c) The Sub-Adviser shall vote proxies relating to the Fund's investment securities in accordance with Sub-Adviser's proxy voting guidelines and procedures in effect from time to time, and shall review its proxy voting activities on a periodic basis with the Trustees. The Trust or Adviser may withdraw the authority granted to the Sub-Adviser pursuant to this Section at any time upon written notice. (d) The Sub-Adviser will select brokers and dealers to effect all portfolio transactions subject to the conditions set forth herein. In the selection of brokers, dealers or futures commission merchants and the placing of orders for the purchase and sale of portfolio investments for the Fund, the Sub-Adviser shall use its best efforts to obtain for the Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. The Adviser reserves the right to direct the Sub-Adviser upon written notice not to execute transactions through any particular broker(s) or dealer(s), and the Sub-Adviser agrees to comply with such request within ten business days of receiving written notice. In using its best efforts to obtain for the Fund the most favorable price and execution available, the Sub-Adviser shall consider all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker, dealer, or futures commission merchant involved; and the quality of service rendered by the broker, dealer or futures commission merchant in other transactions. Subject to such policies as the Trustees may determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker, dealer or futures commission merchant that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker, dealer or futures commission merchant would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker, dealer or futures commission merchant, viewed in terms of either that particular transaction or the Sub-Adviser's over-all responsibilities with respect to the Fund and to other clients of the Sub-Adviser or its affiliates as to which the Sub-Adviser or its affiliates exercises investment discretion. The Sub-Adviser shall maintain records adequate to demonstrate compliance with this section. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable overall execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in compliance with Section 17(d) of the Investment Company Act of 1940 and the rules established thereunder, Section 206 of the Investment Advisers Act of 1940 and any rules established thereunder, and pursuant to policies adopted by the Sub-Adviser. (e) The Sub-Adviser will provide advice and assistance to the Adviser as to the determination of the fair value of certain investments where market quotations are not readily available for purposes of calculating net asset value of the Fund in accordance with valuation procedures and methods established by the Trustees. (f) The Sub-Adviser shall furnish the Adviser and the Board of Trustees with such information and reports regarding the Fund's investments as the Adviser deems appropriate or as the Board of Trustees shall reasonably request. The Sub-Adviser shall make its officers and employees available from time to time, including attendance at Board of Trustees Meetings, at such reasonable times as the parties may agree to review investment policies of the Fund and to consult with the Adviser or the Board of Trustees regarding the investment affairs of the Fund. (g) The Sub-Adviser shall not consult with any other sub-adviser to the Fund or a sub-adviser to a portfolio that is under common control with the Fund concerning the assets of the Fund, except as permitted by the policies and procedures of the Fund. (h) In the performance of its duties, the Sub-Adviser shall be subject to, and shall perform in accordance with, the following: (i) provisions of the organizational documents of the Trust that are applicable to the Fund; (ii) the investment objectives, policies and restrictions of the Fund as stated in the Fund's currently effective Prospectus and Statement of Additional Information ("SAI") as amended from time to time; (iii) the Investment Company Act of 1940 (the "1940 Act") and the Investment Advisers Act of 1940 (the "Advisers Act"); (iv) any written instructions and directions of the Trustees, the Adviser or Fund management; and (v) its general fiduciary responsibility to the Fund. (i) The Sub-Adviser shall assist the Fund in the preparation of its registration statement, prospectus, shareholder reports, marketing materials and other regulatory filings, or any amendment or supplement thereto (collectively, "Regulatory Filings") and shall provide the Fund with disclosure for use in the Fund's Regulatory Filings, including, without limitation, any requested disclosure related to the Sub-Adviser's investment management personnel, portfolio manager compensation, Codes of Ethics, firm description, investment management strategies and techniques, and proxy voting policies. (j) The Sub-Adviser shall furnish the Adviser, the Board of Trustees and/or the Chief Compliance Officer of the Trust and/or the Adviser with such information, certifications and reports as such persons may reasonably deem appropriate or may request from the Sub-Adviser regarding the Sub-Adviser's compliance with Rule 206(4)-7 of the Advisers Act and the Federal Securities Laws, as defined in Rule 38a-1 under the 1940 Act. Such information, certifications and reports shall include, without limitation, those regarding the Sub-Adviser's compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, Title V of the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Code of Ethics of the Sub-Adviser and certifications as to the validity of certain information included in the Fund's Regulatory Filings. The Sub-Adviser shall make its officers and employees (including its Chief Compliance Officer) available to the Adviser and/or the Chief Compliance Officer of the Trust and/or the Adviser from time to time to review the Sub-Adviser's compliance program and its adherence thereto.

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE FUND. (a) Subject always to the direction and control of the Board Directors of Trustees Lincoln National Aggressive Growth Fund, Inc. (the "TrusteesFund") of ), a Maryland corporation, which is an eligible investment fund for Lincoln National Variable Annuity Account C (the Trust"Separate Account"), the Sub-Adviser, at its expense, will furnish continuously an investment program for the Fund which shall at all times meet the diversification requirements of Subchapters L and M under Section 817(h) of the Internal Revenue Code of 1986 1986, as amended (the "Code"). The Sub-Adviser, in its discretion, Adviser will make investment decisions on behalf of the Fund and place all orders for the purchase and sale of portfolio securities. In the performance of its duties, the Sub-Adviser will comply with the provisions of the organizational documents and Bylaws of the Fund and the stated investment objective, policies and restrictions of the Fund, and will use its best efforts to safeguard and promote the welfare of the Fund, and to comply with other policies which the Directors or the Adviser, as the case may be, may from time to time determine. The Sub-Adviser will be an independent contractor shall make its officers and will not have authority employees available to act for or represent the Trust or Adviser in any way or otherwise be deemed an agent from time to time at such reasonable times as the parties may agree to review investment policies of the Trust or Fund and to consult with the Adviser except as expressly authorized in this Agreement or another writing by regarding the Trust, Adviser and investment affairs of the Fund. Sub-AdviserAdviser understands and agrees that in addition to the Separate Account, the Fund in the future may also be used as an eligible investment fund for other variable annuity and/or variable life insurance separate accounts. (b) The Sub-Adviser, at its expense, will furnish (i) all necessary investment and management facilities, including salaries of personnel, required for it to execute its duties faithfully and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund (excluding determination of net asset value per share, portfolio accounting share and shareholder accounting services). The As a particular service to be rendered by Sub-Adviser shall be responsible for commercially reasonable expenses relating to the printing and mailing Adviser, but not by way of required supplements to the Fund's registration statementlimitation, provided that such supplements relate solely to a change in control of the Sub-Adviser or any change in the portfolio manager or managers assigned by the Sub-Adviser to manage the Fund. (c) The Sub-Adviser shall vote proxies relating to the Fund's investment securities in accordance with Sub-Adviser's proxy voting guidelines and procedures in effect from time to time, and shall review its proxy voting activities on a periodic basis with the Trustees. The Trust or Adviser may withdraw the authority granted to the Sub-Adviser pursuant to this Section at any time upon written noticeportfolio securities. (dc) The Sub-Adviser will select brokers and dealers to effect all portfolio transactions subject to the conditions set forth herein. In the selection of brokers, brokers and dealers or futures commission merchants and the placing of orders for the purchase and sale of portfolio investments for the Fund, the Sub-Adviser shall use its best efforts to obtain for the Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. The Adviser reserves the right to direct the Sub-Adviser upon written notice not to execute transactions through any particular broker(s) or dealer(s), and the Sub-Adviser agrees to comply with such request within ten business days of receiving written notice. In using its best efforts to obtain for the Fund the most favorable price and execution available, the Sub-Adviser Adviser, bearing in mind the Fund's best interests at all times, shall consider all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker, dealer, broker or futures commission merchant dealer involved; and the quality of service rendered by the broker, broker or dealer or futures commission merchant in other transactions. Subject to such policies as the Trustees Directors of the Fund may determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker, broker or dealer or futures commission merchant that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker, broker or dealer or futures commission merchant would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker, dealer broker or futures commission merchantdealer, viewed in terms of either that particular transaction or the Sub-Adviser's over-all responsibilities with respect to the Fund and to other clients of the Sub-Adviser or its affiliates as to which the Sub-Adviser or its affiliates exercises investment discretion. The Sub-Adviser shall maintain records adequate to demonstrate compliance with this section. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable overall execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in compliance with Section 17(d) of the Investment Company Act of 1940 and the rules established thereunder, Section 206 of the Investment Advisers Act of 1940 and any rules established thereunder, and pursuant to policies adopted by the Sub-Adviser. (e) The Sub-Adviser will provide advice and assistance to the Adviser as to the determination of the fair value of certain investments where market quotations are not readily available for purposes of calculating net asset value of the Fund in accordance with valuation procedures and methods established by the Trustees. (f) The Sub-Adviser shall furnish the Adviser and the Board of Trustees with such information and reports regarding the Fund's investments as the Adviser deems appropriate or as the Board of Trustees shall reasonably request. The Sub-Adviser shall make its officers and employees available from time to time, including attendance at Board of Trustees Meetings, at such reasonable times as the parties may agree to review investment policies of the Fund and to consult with the Adviser or the Board of Trustees regarding the investment affairs of the Fund. (gd) The Sub-Adviser shall not consult with be obligated to pay any other sub-adviser to expenses of or for the Fund or a sub-adviser to a portfolio that is under common control with the Fund concerning the assets of the Fund, except as permitted not expressly assumed by the policies and procedures of the Fund. (h) In the performance of its duties, the Sub-Adviser shall be subject to, and shall perform pursuant to this Section 1 other than as provided in accordance with, the following: (i) provisions of the organizational documents of the Trust that are applicable to the Fund; (ii) the investment objectives, policies and restrictions of the Fund as stated in the Fund's currently effective Prospectus and Statement of Additional Information ("SAI") as amended from time to time; (iii) the Investment Company Act of 1940 (the "1940 Act") and the Investment Advisers Act of 1940 (the "Advisers Act"); (iv) any written instructions and directions of the Trustees, the Adviser or Fund management; and (v) its general fiduciary responsibility to the FundSection 3. (i) The Sub-Adviser shall assist the Fund in the preparation of its registration statement, prospectus, shareholder reports, marketing materials and other regulatory filings, or any amendment or supplement thereto (collectively, "Regulatory Filings") and shall provide the Fund with disclosure for use in the Fund's Regulatory Filings, including, without limitation, any requested disclosure related to the Sub-Adviser's investment management personnel, portfolio manager compensation, Codes of Ethics, firm description, investment management strategies and techniques, and proxy voting policies. (j) The Sub-Adviser shall furnish the Adviser, the Board of Trustees and/or the Chief Compliance Officer of the Trust and/or the Adviser with such information, certifications and reports as such persons may reasonably deem appropriate or may request from the Sub-Adviser regarding the Sub-Adviser's compliance with Rule 206(4)-7 of the Advisers Act and the Federal Securities Laws, as defined in Rule 38a-1 under the 1940 Act. Such information, certifications and reports shall include, without limitation, those regarding the Sub-Adviser's compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, Title V of the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Code of Ethics of the Sub-Adviser and certifications as to the validity of certain information included in the Fund's Regulatory Filings. The Sub-Adviser shall make its officers and employees (including its Chief Compliance Officer) available to the Adviser and/or the Chief Compliance Officer of the Trust and/or the Adviser from time to time to review the Sub-Adviser's compliance program and its adherence thereto.

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE FUND. (a) Subject to the direction and control of the Board of Trustees (the "Trustees") of the Trust, the Sub-Adviser, at its expense, will furnish continuously an investment program for the Managed Portion of the Fund which shall at all times meet the diversification requirements of Subchapters L and M under Section 817(h) of the Internal Revenue Code of 1986 (the "Code"). The Sub-Adviser, in its discretion, Adviser will make investment decisions on behalf of the Fund and place all orders for the purchase and sale of portfolio securities. The Sub-Adviser will be an independent contractor and will not have authority to act for or represent the Trust or Adviser in any way or otherwise be deemed an agent of the Trust or Adviser except as expressly authorized in this Agreement or another writing by the Trust, Adviser and the Sub-Adviser. (b) The Sub-Adviser, at its expense, will furnish (i) all necessary investment and management facilities, including salaries of personnel, required for it to execute its duties faithfully and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Managed Portion of the Fund (excluding determination of net asset value per share, portfolio accounting and shareholder accounting services). The Sub-Adviser shall be responsible for commercially reasonable expenses relating to the printing and mailing of required supplements to the Fund's registration statement, provided that such supplements relate solely to a change in control of the Sub-Adviser or any change in the portfolio manager or managers assigned by the Sub-Adviser to manage the Fund. (c) The Sub-Adviser shall vote proxies relating to the Fund's investment securities in accordance with the manner in which the Sub-Adviser's proxy voting guidelines and procedures Adviser believes to be in effect from time to timethe best interests of the Fund, and shall review its proxy voting activities on a periodic basis with the Trustees. Sub-Adviser's obligation to vote proxies shall be contingent upon receipt or proxies from the Fund custodian in a timely manner. The Trust or Adviser may withdraw the authority granted to the Sub-Adviser pursuant to this Section at any time upon written notice. (d) The Sub-Adviser will select brokers and dealers to effect all portfolio transactions with respect to the Managed Portion subject to the conditions set forth herein. herein (except to the extent such transactions are effected in accordance with such policies or procedures as may be established by the Board of Trustees and received by Sub-Adviser.) In the selection of brokers, dealers or futures commission merchants and the placing of orders for the purchase and sale of portfolio investments for the Managed Portion of the Fund, the Sub-Adviser shall use its best efforts to obtain for the Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. The Adviser reserves the right to direct the Sub-Adviser upon written notice not to execute transactions through any particular broker(s) or dealer(s), and the Sub-Adviser agrees to comply with such request within ten business days of receiving written notice. In using its best efforts to obtain for the Managed Portion of the Fund the most favorable price and execution available, the Sub-Adviser Adviser, bearing in mind the Fund's best interests at all times, shall consider all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker, dealer, or futures commission merchant involved; and the quality of service rendered by the broker, dealer or futures commission merchant in other transactions. Subject to such policies as the Trustees may determinedetermine and to the extent such policies are received by the Sub-Adviser, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker, dealer or futures commission merchant that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker, dealer or futures commission merchant would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker, dealer or futures commission merchant, viewed in terms of either that particular transaction or the Sub-Adviser's over-all responsibilities with respect to the Fund and to other clients of the Sub-Adviser or its affiliates as to which the Sub-Adviser or its affiliates exercises investment discretion. The Sub-Adviser shall maintain records adequate to demonstrate compliance with this section. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable overall price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in compliance with Section 17(d) of the Investment Company Act of 1940 and the rules established thereunder, Section 206 of the Investment Advisers Act of 1940 and any rules established thereunder, and pursuant to policies adopted by the Sub-AdviserAdviser and approved by the Board of Trustees of the Fund. (e) The Sub-Adviser will provide advice and assistance to the Investment Adviser as to the determination of the fair value of certain investments held in the Managed Portion of the Fund where market quotations are not readily available for purposes of calculating net asset value of the Fund in accordance with valuation procedures and methods established by the Trustees. (f) The Sub-Adviser shall furnish the Adviser and the Board of Trustees with such information and reports regarding investments in the Fund's investments Managed Portion of the Fund as the Adviser reasonably deems appropriate or as the Board of Trustees shall reasonably request. The Sub-Adviser shall make its officers and employees available from time to time, including attendance at Board of Trustees Meetings, at such reasonable times as the parties may agree to review investment policies of the Managed Portion of the Fund and to consult with the Adviser or the Board of Trustees regarding the investment affairs of the Managed Portion of the Fund. (g) The Sub-Adviser shall not consult with any other sub-adviser to the Fund or a sub-adviser to a portfolio that is under common control with the Fund concerning the assets of the Fund, except as permitted by the policies and procedures of the Fund, which shall be provided to Sub-Adviser. (h) In the performance of its duties, the Sub-Adviser shall be subject to, and shall perform in accordance with, the followingfollowing to the extent that Sub-Adviser receives them from Adviser or Trust: (i) provisions of the organizational documents of the Trust that are applicable to the Managed Portion of the Fund; (ii) the investment objectives, policies and restrictions of the Fund as stated in the Fund's currently effective Prospectus and Statement of Additional Information ("SAI") as amended from time to time; (iii) the Investment Company Act of 1940 (the "1940 Act") and the Investment Advisers Act of 1940 (the "Advisers Act"); (iv) any written instructions and directions of the Trustees, the Adviser or Fund management; and (v) its general fiduciary responsibility to the Fund. (i) The Sub-Adviser shall assist the Fund in the preparation of its registration statement, prospectus, shareholder reports, marketing materials and other regulatory filings, or any amendment or supplement thereto (collectively, "Regulatory Filings") and shall provide the Fund with disclosure for use in the Fund's Regulatory Filings, including, without limitation, any requested disclosure related to the Sub-Adviser's investment management personnel, portfolio manager compensation, Codes of Ethics, firm description, investment management strategies and techniques, and proxy voting policies. (j) The Sub-Adviser shall furnish the Adviser, the Board of Trustees and/or the Chief Compliance Officer of the Trust and/or the Adviser with such information, certifications and reports as such persons may reasonably deem appropriate or may request from the Sub-Sub- Adviser regarding the Sub-Adviser's compliance with Rule 206(4)-7 of the Advisers Act and the Federal Securities Laws, as defined in Rule 38a-1 under the 1940 Act. Such information, certifications and reports shall include, without limitation, those regarding the Sub-Adviser's compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, Title V of the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Code of Ethics of the Sub-Adviser and the Trust and certifications as to the validity of certain information included in the Fund's Regulatory Filings. The Sub-Adviser shall make its officers and employees (including its Chief Compliance Officer) available to the Adviser and/or the Chief Compliance Officer of the Trust and/or the Adviser from time to time to examine and review the Sub-Adviser's compliance program and its adherence thereto.

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE FUND. (a) The Adviser hereby appoints the Sub-Adviser as investment adviser, on the terms and conditions set forth herein, for the portion of the Fund's assets that the Adviser determines in its sole discretion to assign to the Sub-Adviser from time to time (referred to in this Agreement as the "Managed Portion"). The Adviser may, from time to time, make additions to, and withdrawals from, those Fund assets assigned to the Sub-Adviser. The Sub­ Adviser accepts these terms and agrees to render the services herein set forth and for the compensation provided on Schedule A to this Agreement. (b) Subject to the direction supervision and control of the Adviser and the Board of Trustees (the "Trustees") of the Trust, the Sub-Adviser, at its expense, will furnish continuously an investment program for the Fund Managed Portion which shall meet the diversification requirements of Subchapters L and M under the Internal Revenue Code of 1986 (the "Code"). The Sub-Adviser, in its discretion, will make investment decisions on behalf of the Fund Managed Portion and place all orders for the its purchase and sale of portfolio securities. The Sub-Adviser will be an independent contractor and will not have authority to act for or represent the Trust or Adviser in any way or otherwise be deemed an agent of the Trust or Adviser Adviser, except as expressly authorized in this Agreement or another writing signed by the Trust, Adviser and Adviser. Pursuant to this Agreement the Sub-Adviser shall possess full power and authority on behalf of the Fund and at risk of and in the name of the Fund (a) to buy, sell, exchange, convert and otherwise trade in any and all securities and other assets as the Sub-Adviser may select; (b) to instruct any custodian of any security or other asset of the Fund to deliver securities or assets sold, exchanged, or otherwise disposed of from the Fund’s account; (c) to pay cash for securities or assets delivered to any trustee or custodian upon acquisition for the Fund; (d) to consent to any class action, plan or reorganization, merger, combination, consolidation, liquidation or similar plan with reference to such securities or other assets; (e) to exercise or dispose of subscription rights, warrants and fractional shares as it deems to be in the Fund’s best interests; (f) to deal through accounts with one or more securities or commodities brokerage firms, dealers or banks; and (g) generally to perform any other act necessary to enable the Sub-Adviser to carry out its obligations under this Agreement. This discretionary authority shall remain in full force and effect until this Agreement terminates. It is understood and agreed that the Sub-Adviser shall have no obligation whatsoever to initiate, pursue and/or prosecute any claim, proceeding or action on behalf of the Fund or Adviser. (bc) The Sub-Adviser, at its expense, will furnish (i) all necessary investment and management facilities, including salaries of personnel, required for it to execute its duties faithfully and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund Managed Portion (excluding determination of net asset value per share, portfolio accounting and shareholder accounting services). The Sub-Adviser shall be responsible for commercially reasonable expenses relating to the printing and mailing of required supplements to the Fund's registration statement, provided that such supplements relate solely to a change in control of the Sub-Adviser or any change in the portfolio manager or managers assigned by the Sub-Sub Adviser to manage the FundManaged Portion. (cd) The Sub-Adviser shall vote proxies relating to the FundManaged Portion's investment securities in accordance with the Sub-Adviser's proxy voting guidelines Proxy Voting Policies and procedures in effect from time to timeProcedures, and shall review its proxy voting activities on a periodic basis with the Trustees. The Trust or Adviser may withdraw the proxy voting authority granted to the Sub-Sub­ Adviser pursuant to this Section at any time upon written notice. The Sub-Adviser’s responsibilities with respect to proxy voting shall be limited to submission of votes, which have been forwarded to the Sub-Adviser in a timely manner by the Adviser or the Adviser’s voting agent. The Sub-Adviser shall not have any supervisory responsibility with respect to Adviser’s voting agent. (de) The Sub-Adviser will select brokers and dealers to effect all portfolio transactions subject to the conditions set forth hereinherein (except to the extent such transactions are effected in accordance with such policies or procedures as may be established by the Trustees). In the selection of selecting brokers, dealers or futures commission merchants and the placing of orders for the purchase and sale of portfolio investments for the FundManaged Portion, the Sub-Adviser shall use its best efforts to seek to obtain for the Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. The Adviser reserves the right to direct the Sub-Adviser Sub­ Adviser, upon written notice notice, not to execute transactions through any particular broker(s) or dealer(s), and the Sub-Adviser agrees to comply with such request within ten business days of receiving written notice. In using its best efforts to obtain for the Fund the most favorable price and execution available, the Sub-Adviser Adviser, bearing in mind the Managed Portion’s best interests at all times, shall consider all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker, dealer, or futures commission merchant involved; and the quality of service rendered by the broker, dealer or futures commission merchant in other transactions. Subject to such policies as the Trustees may determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund Managed Portion to pay a broker, dealer or futures commission merchant that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker, dealer or futures commission merchant would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker, dealer or futures commission merchant, viewed in terms of either that particular transaction or the Sub-Adviser's over-all responsibilities with respect to the Fund Managed Portion and to other clients of the Sub-Adviser or its affiliates as to which the Sub-Sub­ Adviser or its affiliates exercises investment discretion. The Sub-Adviser shall maintain records adequate to demonstrate compliance with this sectionSection. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund Managed Portion as well as other clients of the Sub-Adviser, the Sub-Adviser Sub­ Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable overall price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in compliance with Section 17(d) of the Investment Company Act of 1940 and the rules established thereunderAct, Section 206 of the Investment Advisers Act of 1940 and any rules established thereunderthereunder (the "Advisers Act"), and pursuant to policies adopted by the Sub-Adviser. (ef) The Sub-Adviser will provide advice and assistance to the Adviser as to the determination of the fair value of certain investments where market quotations are not readily available for purposes of calculating the Fund's net asset value of the Fund in accordance with valuation procedures and methods established by the Trustees. (fg) The Sub-Adviser shall furnish the Adviser and the Board of Trustees with such information and reports regarding the Fund's investments Managed Portion’s investements as the Adviser deems appropriate or as the Board of Trustees shall reasonably request. The Sub-Adviser shall make its officers and employees available from time to time, including attendance at Board of Trustees Trustees' Meetings, at such reasonable times as the parties may agree to review the Fund's investment policies of the Fund and to consult with the Adviser or the Board of Trustees regarding the Managed Portion's investment affairs of the Fundaffairs. (gh) The Sub-Adviser shall not consult with any other sub-adviser to the Fund or with a sub-adviser to a portfolio fund that is under common control with the Fund concerning transactions for the assets of the FundFund in securities or other assets, except as permitted by the Fund's policies and procedures of the Fundprocedures. (hi) In the performance of its duties, the Sub-Adviser shall be subject to, and shall perform in accordance with, the following: (i) provisions of the organizational documents of the Trust that are applicable apply to the Fund; (ii) the investment objectives, policies and restrictions of the Fund as stated in the Fund's currently effective Prospectus and Statement of Additional Information ("SAIS▇▇") as amended from time to time); (iii) the Investment Company Act of 1940 (federal securities laws, including without limit the "1940 Act") , the Advisers Act, and the Investment Advisers Act of 1940 (the "Advisers Commodity Exchange Act"); (iv) any written instructions and directions of the Trustees, the Adviser Adviser, or Fund management; and management that are not inconsistent with (vi)-(iii) its general fiduciary responsibility to the Fund. (i) The Sub-Adviser shall assist the Fund in the preparation of its registration statement, prospectus, shareholder reports, marketing materials and other regulatory filings, or any amendment or supplement thereto (collectively, "Regulatory Filings") and shall provide the Fund with disclosure for use in the Fund's Regulatory Filings, including, without limitation, any requested disclosure related to the Sub-Adviser's investment management personnel, portfolio manager compensation, Codes of Ethics, firm description, investment management strategies and techniques, and proxy voting policies. (j) The Sub-Adviser shall furnish the Adviser, the Board of Trustees and/or the Chief Compliance Officer of the Trust and/or the Adviser with such information, certifications and reports as such persons may reasonably deem appropriate or may request from the Sub-Adviser regarding the Sub-Adviser's compliance with Rule 206(4)-7 of the Advisers Act and the Federal Securities Laws, as defined in Rule 38a-1 under the 1940 Act. Such information, certifications and reports shall include, without limitation, those regarding the Sub-Adviser's compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, Title V of the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Code of Ethics of the Sub-Adviser and certifications as to the validity of certain information included in the Fund's Regulatory Filings. The Sub-Adviser shall make its officers and employees (including its Chief Compliance Officer) available to the Adviser and/or the Chief Compliance Officer of the Trust and/or the Adviser from time to time to review the Sub-Adviser's compliance program and its adherence thereto.and

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE FUND. (a) Subject to the direction and control of the Board of Trustees (the "“Trustees"”) of the Trust, the Sub-Adviser, at its expense, will furnish continuously an investment program for the Fund which shall at all times meet the diversification requirements of Subchapters L and M under Section 817(h) of the Internal Revenue Code of 1986 (the "“Code"”). The Sub-Adviser, in its discretion, Adviser will make investment decisions on behalf of the Fund and place all orders for the purchase and sale of portfolio securities. The Sub-Adviser will be an independent contractor and will not have authority to act for or represent the Trust or Adviser in any way or otherwise be deemed an agent of the Trust or Adviser except as expressly authorized in this Agreement or another writing by the Trust, Adviser and the Sub-Adviser. (b) The Sub-Adviser, at its expense, will furnish (i) all necessary investment and management facilities, including salaries of personnel, required for it to execute its duties faithfully and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund (excluding determination of net asset value per share, portfolio accounting and shareholder accounting services). The Sub-Adviser shall be responsible for commercially reasonable expenses relating to the printing and mailing of required supplements to the Fund's ’s registration statement, provided that such supplements relate solely to a change in control of the Sub-Adviser or any change in the portfolio manager or managers assigned by the Sub-Adviser to manage the Fund. (c) The Sub-Adviser shall vote proxies relating to the Fund's ’s investment securities in accordance with the manner in which the Sub-Adviser's proxy voting guidelines and procedures Adviser believes to be in effect from time to timethe best interests of the Fund, and shall review its proxy voting activities on a periodic basis with the Trustees. The Trust or Adviser may withdraw the authority granted to the Sub-Adviser pursuant to this Section at any time upon written notice. (d) The Sub-Adviser will select brokers and dealers to effect all portfolio transactions subject to the conditions set forth herein. herein (except to the extent such transactions are effected in accordance with such policies or procedures as may be established by the Board of Trustees.) In the selection of brokers, dealers or futures commission merchants and the placing of orders for the purchase and sale of portfolio investments for the Fund, the Sub-Adviser shall use its best efforts to obtain for the Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. The Adviser reserves the right to direct the Sub-Adviser upon written notice not to execute transactions through any particular broker(s) or dealer(s), and the Sub-Adviser agrees to comply with such request within ten business days of receiving written notice. In using its best efforts to obtain for the Fund the most favorable price and execution available, the Sub-Adviser Adviser, bearing in mind the Fund’s best interests at all times, shall consider all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker, dealer, or futures commission merchant involved; and the quality of service rendered by the broker, dealer or futures commission merchant in other transactions. Subject to such policies as the Trustees may determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker, dealer or futures commission merchant that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker, dealer or futures commission merchant would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker, dealer or futures commission merchant, viewed in terms of either that particular transaction or the Sub-Adviser's ’s over-all responsibilities with respect to the Fund and to other clients of the Sub-Adviser or its affiliates as to which the Sub-Adviser or its affiliates exercises investment discretion. The Sub-Adviser shall maintain records adequate to demonstrate compliance with this section. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable overall price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in compliance with Section 17(d) of the Investment Company Act of 1940 and the rules established thereunder, Section 206 of the Investment Advisers Act of 1940 and any rules established thereunder, and pursuant to policies adopted by the Sub-AdviserAdviser and provided to the Board of Trustees of the Fund. (e) The Sub-Adviser will provide advice and assistance to the Investment Adviser as to the determination of the fair value of certain investments where market quotations are not readily available for purposes of calculating net asset value of the Fund in accordance with valuation procedures and methods established by the Trustees. (f) The Sub-Adviser shall furnish the Adviser and the Board of Trustees with such information and reports regarding the Fund's ’s investments as the Adviser deems appropriate or as the Board of Trustees shall reasonably request. The Sub-Adviser shall make its officers and employees available from time to time, including attendance at Board of Trustees Meetings, at such reasonable times as the parties may agree to review investment policies of the Fund and to consult with the Adviser or the Board of Trustees regarding the investment affairs of the Fund. (g) The Sub-Adviser shall not consult with any other sub-adviser to the Fund or a sub-adviser to a portfolio that is under common control with the Fund concerning the assets of the Fund, except as permitted by the policies and procedures of the Fund. (h) In the performance of its duties, the Sub-Adviser shall be subject to, and shall perform in accordance with, the following: (i) provisions of the organizational documents of the Trust that are applicable to the Fund; (ii) the investment objectives, policies and restrictions of the Fund as stated in the Fund's ’s currently effective Prospectus and Statement of Additional Information ("“SAI"”) as amended from time to time; (iii) the Investment Company Act of 1940 (the "“1940 Act"”) and the Investment Advisers Act of 1940 (the "“Advisers Act"”); (iv) any written instructions and directions of the Trustees, the Adviser or Fund management; and (v) its general fiduciary responsibility to the Fund; provided that the Sub-Adviser shall not be required to act in conformity with the documents or instructions set out in (i), (ii) and (iv) above, or any amendments to such documents or instructions, until the Adviser has provided copies of such documents or instructions to the Sub-Adviser. (i) The Sub-Adviser shall assist the Fund in the preparation of its registration statement, prospectus, shareholder reports, marketing materials and other regulatory filings, or any amendment or supplement thereto (collectively, "“Regulatory Filings"”) and shall provide the Fund with disclosure for use in the Fund's ’s Regulatory Filings, including, without limitation, any requested disclosure related to the Sub-Adviser's ’s investment management personnel, portfolio manager compensation, Codes of Ethics, firm description, investment management strategies and techniques, and proxy voting policies. (j) The Sub-Adviser shall furnish the Adviser, the Board of Trustees and/or the Chief Compliance Officer of the Trust and/or the Adviser with such information, certifications and reports as such persons may reasonably deem appropriate or may reasonably request from the Sub-Adviser regarding the Sub-Adviser's ’s compliance with Rule 206(4)-7 of the Advisers Act and the Federal Securities Laws, as defined in Rule 38a-1 under the 1940 Act. Such information, certifications and reports shall include, without limitation, those regarding the Sub-Adviser's ’s compliance with the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, Title V of the ▇G▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Code of Ethics of the Sub-Adviser and the Trust and certifications as to the validity of certain information included in the Fund's ’s Regulatory Filings. The Sub-Adviser shall make its officers and employees (including its Chief Compliance Officer) available to the Adviser and/or the Chief Compliance Officer of the Trust and/or the Adviser from time to time to examine and review the Sub-Adviser's ’s compliance program and its adherence thereto.

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE FUND. (a) Subject to the direction and control of the Board of Trustees (the "“Trustees"”) of the Trust, the Sub-Adviser, at its expense, will furnish continuously an investment program for the Fund which shall meet portion of the Fund’s assets that the Adviser determines in its sole discretion to assign to the Sub-Adviser from time to time (the “Managed Portion”). In the performance of its duties and obligations under this Agreement, the Sub-Adviser will comply with the diversification requirements of Subchapters L and M under Section 817 of the Internal Revenue Code of 1986 (the "“Code"”). The Sub-Adviser, in its discretion, Adviser will make investment decisions on behalf of the Fund Managed Portion and place all orders for the purchase and sale of portfolio securities. The Sub-Adviser will be an independent contractor responsible for determining and will not have authority to act for or represent the Trust or Adviser in any way or otherwise be deemed an agent allocating that portion of the Trust or Adviser except as expressly authorized in this Agreement or another writing by Managed Portion to be allocated to ▇▇▇▇▇▇▇ Square Partners (“JSP”) from time to time, to the Trustextent consistent with the Fund’s investment objectives, Adviser strategies, and the Sub-Adviserpolicies. (b) The Sub-Adviser, at its expense, will furnish (i) all necessary investment and management facilities, including salaries of personnel, required for it to execute its duties faithfully and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund Managed Portion (excluding determination of net asset value per share, portfolio accounting and shareholder accounting services). The Sub-Adviser shall be responsible for commercially reasonable expenses relating to the printing and mailing of required supplements to the Fund's registration statement, provided that such supplements relate solely to a change in control of the Sub-Adviser or any change in the portfolio manager or managers assigned by the Sub-Adviser to manage the Fund. (c) The Sub-Adviser shall vote proxies relating to the Fund's Managed Portion’s investment securities in accordance with the manner in which the Sub-Adviser's proxy voting guidelines and procedures Adviser believes to be in effect from time to timethe best interests of the Managed Portion, and shall review its proxy voting activities on a periodic basis with the Trustees. The Trust or Adviser Upon sixty (60) days’ written notice to the Sub-Adviser, the Trustees may withdraw the authority granted to the Sub-Adviser pursuant to this Section at any time upon written noticeSection. (d) The Sub-Adviser will select brokers and dealers to effect all portfolio transactions subject to the conditions set forth herein. In the selection of brokers, dealers or futures commission merchants and the placing of orders for the purchase and sale of portfolio investments for the FundManaged Portion, the Sub-Adviser shall use its best efforts to obtain for the Fund Managed Portion the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. The Adviser reserves the right to direct the Sub-Adviser upon written notice not to execute transactions through any particular broker(s) or dealer(s), and the Sub-Adviser agrees to comply with such request within ten business days of receiving written notice. In using its best efforts to obtain for the Fund Managed Portion the most favorable price and execution available, the Sub-Adviser Adviser, bearing in mind the Fund’s best interests at all times, shall consider all factors it deems relevant, including by way of illustration: , price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker, dealer, or futures commission merchant involved; and the quality of service rendered by the broker, dealer or futures commission merchant in other transactions. Subject to such policies as the Trustees may determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund Managed Portion to pay a broker, dealer or futures commission merchant that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker, dealer or futures commission merchant would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker, dealer or futures commission merchant, viewed in terms of either that particular transaction or the Sub-Adviser's ’s over-all responsibilities with respect to the Fund Managed Portion and to other clients of the Sub-Adviser or its affiliates as to which the Sub-Adviser or its affiliates exercises investment discretion. The Sub-Adviser shall maintain records adequate to demonstrate compliance with this section. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable overall execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in compliance with Section 17(d) of the Investment Company Act of 1940 and the rules established thereunder, Section 206 of the Investment Advisers Act of 1940 and any rules established thereunder, and pursuant to policies adopted by the Sub-Adviser. (e) The Sub-Adviser will provide advice and assistance to the Investment Adviser as to the determination of the fair value of certain investments where market quotations are not readily available for purposes of calculating net asset value of the Fund Managed Portion in accordance with valuation procedures and methods established by the Trustees. (f) The Sub-Adviser shall furnish the Adviser and the Board of Trustees with such information and reports regarding the Fund's Managed Portion’s investments as the Adviser deems appropriate or as the Board of Trustees shall reasonably request. The Sub-Adviser shall make its officers and employees available to the Adviser from time to time, including attendance at Board of Trustees Meetings, time at such reasonable times as the parties may agree to review investment policies of the Fund Managed Portion and to consult with the Adviser or the Board of Trustees regarding the investment affairs of the FundManaged Portion. (g) The Sub-Adviser shall not consult with any other sub-adviser to the Fund or a sub-adviser to a portfolio that is under common control with the Fund concerning the assets of the Fund, except as permitted by the policies and procedures of the Fund, and except that the Adviser and the Sub-Adviser agree that Sub-Adviser shall consult with, monitor, and evaluate the investment advisory services provided to the Fund by JSP and assist the Adviser in supervising JSP and JSP’s services pursuant to JSP’s Sub-Advisory Agreement with the Adviser for the management of the large cap growth equity sleeve of the Fund, if any. Such authorization may be revoked at any time in the discretion of Adviser. The Sub-Adviser acknowledges its fiduciary duty to the Fund with respect to such supervision. In connection with such oversight responsibility, the Sub-Adviser shall request that JSP furnish to the Sub-Adviser reports and information including but not limited to the following: reports on Fund portfolio transactions, JSP’s compliance program, JSP’s compliance with the Fund’s compliance program, material violations of any compliance program and other reports on the assets managed by JSP under its subadvisory agreement with the Adviser (“Subadviser Assets”), all in such reasonable detail as the Sub-Adviser may request. (h) In the performance of its duties, the Sub-Adviser shall be subject to, and shall perform in accordance with, the following: (i) provisions of the organizational documents of the Trust that are applicable to the Fund; (ii) the stated investment objectives, policies and restrictions of the Fund as stated in the Fund's currently effective Prospectus and Statement of Additional Information ("SAI") as amended from time to time; (iii) the Investment Company Act of 1940 (the "“1940 Act"”) and the Investment Advisers Act of 1940 (the "“Advisers Act"”); (iv) any written instructions and directions of the Trustees, the Adviser or Fund management; and (v) its general fiduciary responsibility to the Fund. (i) The Sub-Adviser shall assist the Fund in the preparation of its registration statement, prospectus, shareholder reports, marketing materials and other regulatory filings, or any amendment or supplement thereto (collectively, "“Regulatory Filings"”) and shall provide the Fund with disclosure for use in the Fund's ’s Regulatory Filings, including, without limitation, any requested disclosure related to the Sub-Adviser's Advisor’s investment management personnel, portfolio manager compensation, Codes of Ethics, firm description, investment management strategies and techniques, and proxy voting policies. (j) The Sub-Adviser shall furnish the Adviser, the Board of Trustees and/or the Chief Compliance Officer of the Trust and/or the Adviser with such information, certifications and reports as such persons may reasonably deem appropriate or may request from the Sub-Adviser regarding the Sub-Adviser's ’s compliance with Rule 206(4)-7 of the Advisers Act and the Federal Securities Laws, as defined in Rule 38a-1 under the 1940 Act. Such information, certifications and reports shall include, without limitation, those regarding the Sub-Adviser's ’s compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, Title V of the Gramm ▇▇▇▇▇-▇▇▇▇▇-▇ ▇▇▇▇▇▇ Act, the Code of Ethics of the Sub-Adviser and the Trust and certifications as to the validity of certain information included in the Fund's ’s Regulatory Filings. The Sub-Adviser shall make its officers and employees (including its Chief Compliance Officer) available to the Adviser and/or the Chief Compliance Officer of the Trust and/or the Adviser from time to time to examine and review the Sub-Sub- Adviser's ’s compliance program and its adherence thereto. (k) Except as expressly provided under this Agreement, neither the Sub-Adviser nor any of its officers or employees shall act upon or disclose to any person any material non-public information with respect to the Fund, the Trust or the Adviser, including, without limitation, the portfolio holdings of the Fund. (1) The Sub-Adviser shall, as part of a complete portfolio compliance testing program, perform quarterly diversification testing under Section 817(h) of the Code based upon its own records with respect to the Managed Portion. However, the Adviser agrees that the official testing for the Fund’s compliance with the Code shall be performed by the Adviser or by the Fund’s custodian. The Sub-Adviser shall provide timely notice each calendar quarter if, in accordance with its records, such diversification with respect to the Managed Portion was not satisfied. The Adviser agrees that in the event that the Managed Portion was not in compliance with Section 817(h) or Section 851 of the Code that it will instruct the Sub-Adviser on the corrections that it should take within 30 days of the end of the calendar quarter. If the Managed Portion fails the diversification requirements of Section 817(h) of the Code, the Sub-Adviser shall assist the Adviser in the preparation of any request for relief or argument to the Commissioner of the Internal Revenue Service pursuant to Treas. Reg. Section 1-817-5(c)(2) and Revenue Procedures 92-95 (or its successor).

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE FUND. (a) Subject to the direction and control of the Board of Trustees (the "Trustees") of the Trust, the Sub-Adviser, at its expense, Adviser will furnish continuously an investment program for the Fund which shall meet the diversification requirements of Subchapters L and M under the Internal Revenue Code of 1986 (the "Code"). The Sub-Adviser, in its discretion, Adviser will make investment decisions on behalf of the Fund and place all orders for the purchase and sale of portfolio securities. The Sub-Adviser will be an independent contractor and will not have authority to act for or represent the Trust or Adviser in any way or otherwise be deemed an agent of the Trust or Adviser except as expressly authorized in this Agreement or another as agreed to in writing by the Trust, Adviser and the Sub-Adviser. Pursuant to this agreement Sub-Adviser shall possess full power and authority on behalf of the Fund and at risk of, and in the name of, Fund (a) to buy, sell, exchange, convert and otherwise trade in any and all securities and other assets as Sub-Adviser may select; (b) to instruct any custodian of any security or other asset of the Fund to deliver securities or assets sold, exchanged, or otherwise disposed of from the Fund's account; (c) to pay cash for securities or assets delivered to any trustee or custodian upon acquisition for the Fund; (d) to consent to any class action, plan or reorganization, merger, combination, consolidation, liquidation or similar plan with reference to such securities or other assets; (e) to exercise or dispose of subscription rights, warrants and fractional shares as it deems to be in Fund's best interests; (f} to deal through accounts with one or more securities or commodities brokerage firms, dealers or banks; and (g) generally to perform any other act necessary to enable Sub-Adviser to carry out its obligations under this Agreement, This discretionary authority shall remain in full force and effect until Sub-Adviser receives written notice from the Adviser of its termination. It is understood and agreed that Sub-Adviser shall have no obligation whatsoever to initiate, pursue and/or prosecute any claim, proceeding or action on behalf of the Fund or Adviser. (b) The Sub-Adviser, at its expense, will furnish (i) all necessary investment and management facilities, including salaries of Sub-Adviser's personnel, required for it to execute its duties faithfully and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment as Sub-Adviser determines is necessary for the efficient conduct of the investment affairs of the Fund (excluding determination of net asset value per share, portfolio accounting and shareholder accounting services)Sub-Adviser to execute its obligations under this Agreement. The Sub-Adviser shall be responsible for commercially reasonable expenses relating to the printing and mailing of required supplements to the Fund's registration statement, provided that such supplements relate solely to a change in control of the Sub-Adviser or any change in the portfolio manager or managers assigned by the Sub-Adviser to manage the Fund. (c) The Sub-Adviser shall vote proxies relating to the Fund's investment securities in accordance with Sub-Adviser's proxy voting guidelines and procedures in effect from time to time, and shall review its proxy voting activities on a periodic basis with the Trustees. The Trust or Adviser may withdraw the authority granted to the Sub-Adviser pursuant to this Section at any time upon written notice. (d) The Sub-Adviser will select brokers and dealers to effect all portfolio transactions subject to the conditions set forth herein. In the selection of brokers, dealers or futures commission merchants and the placing of orders for the purchase and sale of portfolio investments for the Fund, the Sub-Adviser shall use its best efforts to obtain for the Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. The Adviser reserves the right to direct the Sub-Adviser upon written notice not to execute transactions through any particular broker(s) or dealer(s), and the Sub-Adviser agrees to comply with such request within ten business days of receiving written notice. In using its best efforts to obtain for the Fund the most favorable price and execution available, the Sub-Adviser shall consider all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker, dealer, or futures commission merchant involved; and the quality of service rendered by the broker, dealer or futures commission merchant in other transactions. Subject to such policies as the Trustees may determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker, dealer or futures commission merchant that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker, dealer or futures commission merchant would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker, dealer or futures commission merchant, viewed in terms of either that particular transaction or the Sub-Adviser's over-all responsibilities with respect to the Fund and to other clients of the Sub-Adviser or its affiliates as to which the Sub-Adviser or its affiliates exercises investment discretion. The Sub-Adviser shall maintain records adequate to demonstrate compliance with this section. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable overall execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in compliance with Section 17(d) of the Investment Company Act of 1940 and the rules established thereunder, Section 206 of the Investment Advisers Act of 1940 and any rules established thereunder, and pursuant to policies adopted by the Sub-Adviser. (e) The Sub-Adviser will provide advice and assistance to the Adviser as to the determination of the fair value of certain investments where market quotations are not readily available for purposes of calculating net asset value of the Fund in accordance with valuation procedures and methods established by the Trustees. (f) The Sub-Adviser shall furnish the Adviser and the Board of Trustees with such information and reports regarding the Fund's investments as the Adviser deems appropriate or as the Board of Trustees shall reasonably request. The Sub-Adviser shall make its officers and employees available from time to time, including attendance at Board of Trustees Meetings, at such reasonable times as the parties may agree to review investment policies of the Fund and to consult with the Adviser or the Board of Trustees regarding the investment affairs of the Fund. (g) The Sub-Adviser shall not consult with any other sub-adviser to the Fund or a sub-adviser to a portfolio that is under common control with the Fund concerning the assets of the Fund, except as permitted by the policies and procedures of the Fund. (h) In the performance of its duties, the Sub-Adviser shall be subject to, and shall perform in accordance with, the following: (i) provisions of the organizational documents of the Trust that are applicable to the Fund; (ii) the investment objectives, policies and restrictions of the Fund as stated in the Fund's currently effective Prospectus and Statement of Additional Information ("SAI") as amended from time to time; (iii) the Investment Company Act of 1940 (the "1940 Act") and the Investment Advisers Act of 1940 (the "Advisers Act"); (iv) any written instructions and directions of the Trustees, the Adviser or Fund management; and (v) its general fiduciary responsibility to the Fund. (i) The Sub-Adviser shall assist the Fund in the preparation of its registration statement, prospectus, shareholder reports, marketing materials and other regulatory filings, or any amendment or supplement thereto (collectively, "Regulatory Filings") and shall provide the Fund with disclosure for use in the Fund's Regulatory Filings, including, without limitation, any requested disclosure related to the Sub-Adviser's investment management personnel, portfolio manager compensation, Codes of Ethics, firm description, investment management strategies and techniques, and proxy voting policies. (j) The Sub-Adviser shall furnish the Adviser, the Board of Trustees and/or the Chief Compliance Officer of the Trust and/or the Adviser with such information, certifications and reports as such persons may reasonably deem appropriate or may request from the Sub-Adviser regarding the Sub-Adviser's compliance with Rule 206(4)-7 of the Advisers Act and the Federal Securities Laws, as defined in Rule 38a-1 under the 1940 Act. Such information, certifications and reports shall include, without limitation, those regarding the Sub-Adviser's compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, Title V of the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Code of Ethics of the Sub-Adviser and certifications as to the validity of certain information included in the Fund's Regulatory Filings. The Sub-Adviser shall make its officers and employees (including its Chief Compliance Officer) available to the Adviser and/or the Chief Compliance Officer of the Trust and/or the Adviser from time to time to review the Sub-Adviser's compliance program and its adherence thereto.

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE FUND. (a) Subject to the direction and control of the Board of Trustees (the "“Trustees"”) of the Trust, the Sub-Adviser, at its expense, will furnish continuously an investment program for the Fund which shall at all times meet the diversification requirements of Subchapters L and M under Section 817(h) of the Internal Revenue Code of 1986 (the "“Code"”). The Sub-Adviser, in its discretion, Adviser will make investment decisions on behalf of the Fund and place all orders for the purchase and sale of portfolio securities. The Sub-Adviser will be an independent contractor and will not have authority to act for or represent the Trust or Adviser in any way or otherwise be deemed an agent of the Trust or Adviser except as expressly authorized in this Agreement or another writing by the Trust, Adviser and the Sub-Adviser. (b) The Sub-Adviser, at its expense, will furnish (i) all necessary investment and management facilities, including salaries of personnel, required for it to execute its duties faithfully and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund (excluding determination of net asset value per share, portfolio accounting and shareholder accounting services). The Sub-Adviser shall be responsible for commercially reasonable expenses relating to the printing and mailing of required supplements to the Fund's ’s registration statement, provided that such supplements relate solely to a change in control of the Sub-Adviser or any change in the portfolio manager or managers assigned by the Sub-Adviser to manage the Fund. (c) The Sub-Adviser shall vote proxies relating to the Fund's ’s investment securities in accordance with the manner in which the Sub-Adviser's proxy voting guidelines and procedures Adviser believes to be in effect from time to timethe best interests of the Fund, and shall review its proxy voting activities on a periodic basis with the Trustees. The Trust or Adviser may withdraw the authority granted to the Sub-Adviser pursuant to this Section at any time upon prior written notice. (d) The Sub-Adviser will select brokers and dealers to effect all portfolio transactions subject to the conditions set forth herein, or as may be further permitted by such policies or procedures as may be established by the Board of Trustees. In the selection of brokers, brokers or dealers or futures commission merchants and the placing of orders for the purchase and sale of portfolio investments for the Fund, the Sub-Adviser shall use its best efforts to obtain for the Fund the most favorable price and best execution available, except to available in the extent it circumstances. The Sub-Adviser may be permitted to pay higher brokerage commissions for brokerage and research services as described below. The Adviser reserves the right to direct the Sub-Adviser upon written notice not to execute transactions through any particular broker(s) or dealer(s), and the Sub-Adviser agrees to comply with such request within ten business days of receiving written notice. The Adviser acknowledges that to the extent it directs the Sub-Adviser not to execute transactions through a particular broker or dealer, the Fund will not be able to participate in the Sub-Adviser’s aggregation with respect to transactions placed by the Sub-Adviser for its other clients with such broker or dealer, as discussed below. In using its best efforts to obtain for the Fund the most favorable price and best execution availableavailable in the circumstances, the Sub-Adviser Adviser, bearing in mind the Fund’s best interests at all times, shall consider all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker, dealer, broker or futures commission merchant dealer involved; and the quality of service rendered by the broker, broker or dealer or futures commission merchant in other transactions. Subject to such policies as the Trustees may determinedetermine in compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker, broker or dealer or futures commission merchant that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker, broker or dealer or futures commission merchant would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker, dealer broker or futures commission merchantdealer, viewed in terms of either that particular transaction or the Sub-Adviser's ’s over-all responsibilities with respect to the Fund and to other clients of the Sub-Adviser or its affiliates as to which the Sub-Adviser or its affiliates exercises investment discretion. The Sub-Adviser shall maintain records adequate to demonstrate compliance with this section. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable overall price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in compliance with Section 17(d) of the Investment Company Act of 1940 and the rules established thereunder, Section 206 of the Investment Advisers Act of 1940 and any rules established thereunder, and pursuant to policies adopted by the Sub-Adviser and approved by the Board of Trustees. The Sub-Adviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Fund or that the Fund will perform comparably with any standard or index, including other clients of the Sub-Adviser, whether public or private. (e) The Sub-Adviser will provide advice and assistance to the Investment Adviser as to the determination of the fair value of certain investments where market quotations are not readily available for purposes of calculating net asset value of the Fund in accordance with valuation procedures and methods established by the Trustees. (f) The Sub-Adviser shall furnish the Adviser and the Board of Trustees with such information and reports regarding the Fund's ’s investments as the Adviser deems appropriate or as the Board of Trustees shall reasonably request. The Sub-Adviser shall make its certain officers and employees available from time to time, including attendance at Board of Trustees Meetings, at such reasonable times as the parties may agree to review investment policies of the Fund and to consult with the Adviser or the Board of Trustees regarding the investment affairs of the Fund. (g) The Sub-Adviser shall not consult with any other sub-adviser to the Fund or a sub-adviser to a portfolio that is under common control with the Fund concerning the assets of the Fund, except as permitted by the policies and procedures of the Fund. (h) In the performance of its duties, the Sub-Adviser shall be subject to, and shall perform in accordance with, the following: (i) provisions of the organizational documents of the Trust that are applicable to the Fund; (ii) the investment objectives, policies and restrictions of the Fund as stated in the Fund's ’s currently effective Prospectus and Statement of Additional Information ("“SAI"”) as amended from time to time; (iii) the Investment Company Act of 1940 (the "“1940 Act"”) and the Investment Advisers Act of 1940 (the "“Advisers Act"”); (iv) any written instructions and directions of the Trustees, the Adviser or Fund management; and (v) its general fiduciary responsibility to the Fund. (i) The Sub-Adviser shall reasonably assist the Fund in the preparation of its registration statement, prospectus, shareholder reports, marketing materials and other regulatory filings, or any amendment or supplement thereto (collectively, "“Regulatory Filings"”) pertaining to the Fund, and shall provide the Fund with disclosure disclosures pertaining to the Fund for use in the Fund's ’s Regulatory Filings, including, without limitation, any requested disclosure related to the Sub-Adviser's ’s investment management personnel, portfolio manager compensation, Codes of Ethics, firm description, investment management strategies and techniques, and proxy voting policies. (j) The Sub-Adviser shall furnish the Adviser, the Board of Trustees and/or the Chief Compliance Officer of the Trust and/or the Adviser with such information, certifications and reports as such persons may reasonably deem appropriate or and may request from the Sub-Adviser regarding the Sub-Adviser's ’s compliance with Rule 206(4)-7 of the Advisers Act and the Federal Securities Laws, as defined in Rule 38a-1 under the 1940 Act. Such information, certifications and reports shall include, without limitation, those regarding the Sub-Adviser's ’s compliance with the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, Title V of the ▇G▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Code of Ethics of the Sub-Adviser and the Trust and certifications as to the validity of certain information included in the Fund's ’s Regulatory Filings. The Sub-Adviser shall make its certain officers and employees (including its Chief Compliance Officer) reasonably available to the Adviser and/or the Chief Compliance Officer of the Trust and/or the Adviser from time to time to examine and review the Sub-Adviser's ’s compliance program and its adherence thereto.

SERVICES TO BE RENDERED BY SUB-ADVISER TO THE FUND. (a) The Adviser hereby appoints the Sub-Adviser as investment adviser, on the terms and conditions set forth in this Agreement, for the portion of each of the Fund's assets that the Adviser determines in its sole discretion to assign to the Sub-Adviser from time to time (referred to in this Agreement as the "Managed Portion"). The Adviser may, from time to time, increase or reduce the amount of the Managed Portion. The Sub-Adviser accepts these terms and agrees to render the services herein set forth and for the compensation provided on Schedule A to this Agreement. (b) Subject to the direction supervision and control of the Adviser and the Board of Trustees (the "Trustees") of the Trust, during the term of this Agreement, the Sub-Adviser, at its expense, will furnish continuously an investment program for the Fund Managed Portion which shall at all applicable times meet the diversification requirements of Subchapters L and M under the Internal Revenue Code of 1986 (the "Code"). The Sub-Adviser, in its discretion, Adviser will make investment decisions on behalf of the Fund Managed Portion and place all orders for the its purchase and sale of portfolio securities. The Sub-Adviser will be an independent contractor and will not have authority to act for or represent the Trust or Adviser in any way or otherwise be deemed an agent of the Trust or Adviser Adviser, except as expressly authorized in this Agreement or another writing signed by the Trust, Adviser and the Sub-Adviser. (bc) The Sub-Adviser, at its expense, will furnish (i) all necessary investment and management facilities, including salaries of personnel, required for it to execute its duties faithfully and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund Managed Portion (excluding determination of net asset value per share, portfolio accounting and shareholder accounting services). The Sub-Adviser shall be responsible for documented, commercially reasonable expenses relating to the printing and mailing of required supplements to the Fund's registration statement, provided that such supplements relate solely to a change in control of the Sub-Adviser or any change in the portfolio manager or managers assigned by the Sub-Adviser to manage the FundManaged Portion. (cd) The Sub-Adviser shall vote proxies relating to the FundManaged Portion's investment securities in accordance with the manner in which the Sub-Adviser's proxy voting guidelines and procedures Adviser believes to be in effect from time to timethe best interests of the Managed Portion, and shall review its proxy voting activities on a periodic basis with the Trustees. The Trust or Adviser may withdraw the proxy voting authority granted to the Sub-Adviser pursuant to this Section at any time upon written notice. (de) The Sub-Adviser will select brokers and dealers to effect all portfolio transactions subject to the conditions set forth herein. herein (except to the extent such transactions are effected in accordance with such policies or procedures as may be established by the Trustees and provided to the Sub-Adviser.) In the selection of selecting brokers, dealers or futures commission merchants and the placing of orders for the purchase and sale of portfolio investments for the Fundpursuant to services to be provided under this Agreement, the Sub-Adviser shall use its commercially reasonable best efforts to obtain for the Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. The Adviser reserves the right to direct the Sub-Adviser Adviser, upon written notice notice, not to execute transactions through any particular broker(s) or dealer(s), and the Sub-Adviser agrees to comply with such request within ten business days of receiving written notice. In using its commercially reasonable best efforts to obtain for the Fund the most favorable price and execution available, the Sub-Adviser Adviser, bearing in mind the Managed Portion's best interests at all times, shall consider all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker, dealer, or futures commission merchant involved; and the quality of service rendered by the broker, dealer or futures commission merchant in other transactions. Subject to such policies as the Trustees may determinedetermine and provide to the Sub-Adviser, the Sub-Adviser shall not be deemed to have acted unlawfully impermissibly or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund Managed Portion to pay a broker, dealer or futures commission merchant that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker, dealer or futures commission merchant would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker, dealer or futures commission merchant, viewed in terms of either that particular transaction or the Sub-Adviser's over-all responsibilities with respect to the Fund Managed Portion and to other clients of the Sub-Adviser or its affiliates as to which the Sub-Adviser or its affiliates exercises investment discretion. The Sub-Adviser shall maintain records adequate to demonstrate compliance with this sectionSection. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund Managed Portion as well as other clients of the Sub-Adviser, the Sub-Adviser Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable overall price or lower brokerage commissions and/or better execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in compliance with Section 17(d) of the Investment Company Act of 1940 and the rules established thereunderAct, Section 206 of the Investment Advisers Act of 1940 1940, as amended (the "Advisers Act") and any the rules established thereunder, and pursuant to policies adopted by the Sub-AdviserAdviser and approved by the Trustees. (ef) The Upon reasonable request, the Sub-Adviser will provide advice and assistance to the Adviser as to the determination of the fair value of certain investments where market quotations are not readily available for purposes of calculating the net asset value of the Fund Managed Portion in accordance with valuation procedures and methods established by the Trustees. (fg) The Sub-Adviser shall furnish the Adviser and the Board of Trustees with such information and reports regarding the Fund's investments as the Adviser reasonably deems appropriate or as the Board of Trustees shall reasonably requestrequest regarding the management of the Managed Portion. The Sub-Adviser shall make its officers and employees available from time to time, including attendance at Board of Trustees Trustees' Meetings, at such reasonable times as the parties may agree to review the Funds' investment policies of (solely as they relate to the Fund Managed Portion) and to consult with the Adviser or the Board of Trustees regarding the investment affairs performance of the FundManaged Portion. (gh) The Sub-Adviser shall not consult with any other sub-adviser to either of the Fund Funds or a sub-adviser to a portfolio that is under common control with any other account managed by the Fund Adviser concerning the assets of the FundFunds, except as permitted by the each Fund's policies and procedures procedures. Notwithstanding the foregoing, Sub-Adviser shall not be prohibited from consulting with any of its affiliates concerning transactions in securities or other assets generally (i.e., without reference to the Funds), and Sub-Adviser shall not be prohibited from consulting with any of the Fundother covered advisers concerning compliance with paragraphs (a) and (b) of Rule 12d3-1 of the 1940 Act. (hi) In the performance of its duties, the Sub-Adviser shall be subject to, and shall perform in accordance with, the following: (i) provisions of the organizational documents of the Trust that are applicable apply to the Fund; (ii) the investment objectives, policies and restrictions of the Fund as stated in the Fund's currently effective Prospectus and Statement of Additional Information ("SAI") as amended from time to time); (iii) the Investment Company Act of 1940 (federal securities laws, including without limit the "1940 Act") , the Advisers Act, and the Investment Advisers Act of 1940 (the "Advisers Commodity Exchange Act"); (iv) any written instructions and directions of the Trustees, the Adviser Adviser, or Fund management; and (v) its the Sub-Adviser's general fiduciary responsibility responsibilities under applicable law; provided, however, that, in the case of (i) and (ii), Sub-Adviser shall only be subject to the Fundextent that such documents have been actually provided to the Sub-Adviser. (ij) The Sub-Adviser shall assist provide reasonable assistance, but only with respect to the Fund services provided pursuant to this Agreement, in the preparation of its registration statementstatements, prospectusprospectuses, shareholder reports, certain marketing materials and other regulatory filings, or any amendment or supplement thereto (collectively, "Regulatory Filings") and shall provide the Fund with disclosure for use in the Fund's in, or as may be required by, Regulatory Filings, including, without limitation, any requested disclosure related to the Sub-Adviser's investment management personnel, portfolio manager compensation, Codes of Ethics, firm description, investment management strategies and techniques, and proxy voting policies. (jk) The Sub-Adviser shall furnish the Adviser, the Board of Trustees and/or the Chief Compliance Officer of the Trust and/or the Adviser (the "CCO") with such information, certifications and reports as such persons may reasonably deem appropriate or may request from the Sub-Adviser regarding the Sub-Adviser's compliance with applicable law, including: (i) Rule 206(4)-7 of the Advisers Act and Act; (ii) the Federal Securities Lawsfederal securities laws, as defined in Rule 38a-1 under the 1940 Act. Such information; (iii) the Commodity Exchange Act; and (iv) any and all other laws, certifications rules, and reports shall includeregulations, without limitationwhether foreign or domestic, those regarding in each case, applicable at any time to the Sub-Adviser's compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, Title V of the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Code of Ethics operations of the Sub-Adviser and certifications as with respect to the validity provision of certain information included in its services to the Fund's Regulatory FilingsManaged Portion. The Sub-Adviser shall make its officers and employees (including its Chief Compliance Officer) available to the Adviser and/or the Chief Compliance Officer of the Trust and/or the Adviser CCO from time to time to examine and review the Sub-Adviser's compliance program and its adherence thereto. (l) The Sub-Adviser shall have no power, authority, responsibility, or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Managed Portion, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving the Managed Portion, and Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated hereunder. Nevertheless, the Sub-Adviser agrees that it shall provide Adviser with any and all documentation or information relating to the Litigation as may reasonably be requested by Adviser. (m) The Adviser hereby authorizes the Sub-Adviser to execute such swap agreements with counterparties on the Adviser's behalf, subject to prior review and to prior written approval of the Adviser, as the Sub-Adviser deems appropriate from time to time in order to carry out the Sub-Adviser's responsibilities under this Agreement.