Common use of Services to be Performed Clause in Contracts

Services to be Performed. Subject always to the supervision of Manager and the Trust’s Board of Trustees (the “Board”), Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion of each Fund’s investment portfolio allocated by Manager to Sub-Adviser. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Trust, will monitor each Fund’s investments, and will comply with the provisions of the Trust’s Declaration of Trust and By-laws, each as amended from time to time (the “Trust Documents”), and the stated investment objectives, policies and restrictions of each Fund. Manager will provide Sub-Adviser with current copies of the Trust Documents, each Fund’s prospectus and Statement of Additional Information and any amendments thereto, and any objectives, policies or restrictions not appearing therein as they may be relevant to Sub-Adviser’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each Fund and to consult with each other regarding the investment affairs of each Fund. Sub-Adviser will report to Manager and the Board with respect to the implementation of its investment program for each Fund. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for each Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of each Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Funds, or be in breach of any obligation owing to the Trust or the Funds under this Agreement, or otherwise, solely by reason of its having caused a Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or Sub-Adviser’s overall responsibilities with respect to its accounts, including the Funds, as to which it exercises investment discretion. In addition, if in the judgment of Sub-Adviser, a Fund would be benefited by supplemental services, Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that Sub-Adviser determines in good faith that the commission or spread paid is reasonable in relation to the services provided. Sub-Adviser will properly communicate to the officers and trustees of the Trust such information relating to transactions for each Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to Manager, Sub-Adviser or any affiliated person of the Trust, Manager or Sub-Adviser, except as may be permitted under the 1940 Act, and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Manager and the Trust’s Board of Trustees (and the “Board”)Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion Fund, all on behalf of each the Fund’s investment portfolio allocated by Manager to Sub-Adviser. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Trust, will monitor each the Fund’s investments, and will comply with the provisions of the Trust’s Declaration of Trust and By-laws, each as amended from time to time (the “Trust Documents”)time, and the stated investment objectives, policies and restrictions of each the Fund. Manager will provide Sub-Adviser with current copies of the Trust DocumentsTrust’s Declaration of Trust, each Fund’s By-laws, prospectus and Statement of Additional Information and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to Sub-Adviser’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each the Fund and to consult with each other regarding the investment affairs of each the Fund. Sub-Adviser will report to Manager and the Board of Trustees and to Manager with respect to the implementation of its investment program for each Fundsuch program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for each the Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of each Fundthe Trust’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the FundsFund, or be in breach of any obligation owing to the Trust or the Funds Fund under this Agreement, or otherwise, solely by reason of its having caused a the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities with respect to its accounts, including the FundsFund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, a the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determines determined in good faith that the commission or spread paid is was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust such information relating to transactions for each Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the Trust, Manager Manager, or Sub-Adviser, except as may be permitted under the 1940 Act, Act and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. ; Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Manager and the Trust’s 's Board of Trustees (and the “Board”)Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion Fund, all on behalf of each the Fund’s investment portfolio allocated by Manager to Sub-Adviser. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Trust, will monitor each the Fund’s 's investments, and will comply with the provisions of the Trust’s 's Declaration of Trust and By-laws, each as amended from time to time (the “Trust Documents”)time, and the stated investment objectives, policies and restrictions of each the Fund. Manager will provide Sub-Adviser with current copies of the Trust DocumentsTrust's Declaration of Trust, each Fund’s By-laws, prospectus and Statement of Additional Information and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to Sub-Adviser’s 's performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each the Fund and to consult with each other regarding the investment affairs of each the Fund. Sub-Adviser will report to Manager and the Board of Trustees and to Manager with respect to the implementation of its investment program for each Fundsuch program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for each the Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of each Fund’s the Trust's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the FundsFund, or be in breach of any obligation owing to the Trust or the Funds Fund under this Agreement, or otherwise, solely by reason of its having caused a Fund the Trust to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a Fund the Trust in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s 's overall responsibilities with respect to its accounts, including the FundsTrust, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, a the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determines determined in good faith that the commission or spread paid is was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust such information relating to transactions for each the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the Trust, Manager Manager, or Sub-Adviser, except as may be permitted under the 1940 Act, and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. ; Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Manager and the Trust’s Board of Trustees (and the “Board”)Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion Funds, all on behalf of each Fund’s investment portfolio allocated by Manager to Sub-Adviserthe Funds. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Trust, will monitor each Fund’s the Funds’ investments, and will comply with the provisions of the Trust’s Declaration of Trust and By-laws, each as amended from time to time (the “Trust Documents”)time, and the stated investment objectives, policies and restrictions of each Fundthe Funds. Manager will provide Sub-Adviser with current copies of the Trust DocumentsTrust’s Declaration of Trust, each Fund’s By-laws, prospectus and Statement of Additional Information and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to Sub-Adviser’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each Fund the Funds and to consult with each other regarding the investment affairs of each Fundthe Funds. Sub-Adviser will report to Manager and the Board of Trustees and to Manager with respect to the implementation of its investment program for each Fundsuch program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for each Fundthe Funds, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of each Fundthe Trust’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Funds, or be in breach of any obligation owing to the Trust or the Funds under this Agreement, or otherwise, solely by reason of its having caused a Fund the Funds to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a Fund the Funds in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities with respect to its accounts, including the Funds, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, a Fund the Funds would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determines determined in good faith that the commission or spread paid is was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust such information relating to transactions for each Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the Trust, Manager Manager, or Sub-Adviser, except as may be permitted under the 1940 Act, Act and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. ; Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Manager and the Trust’s Board of Trustees (the “Board”)Trustees, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion each Fund, all on behalf of each Fund’s investment portfolio allocated by Manager to Sub-Adviser. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Trust, will monitor each Fund’s investments, and will comply with the provisions of the Trust’s Declaration of Trust and By-laws, each as amended from time to time (the “Trust Documents”)time, and the stated investment objectives, policies and restrictions of each Fund. Manager will provide Sub-Adviser with current copies of the Trust’s Declaration of Trust Documentsand By-laws, each Fund’s prospectus and Statement of Additional Information and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to Sub-Adviser’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each Fund and to consult with each other regarding the investment affairs of each Fund. Sub-Adviser will report to Manager and the Trust’s Board of Trustees with respect to the implementation of its investment program for each Fundsuch program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for each Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of each Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Funds, or be in breach of any obligation owing to the Trust or the Funds under this Agreement, or otherwise, solely by reason of its having caused a Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or Sub-Adviser’s overall responsibilities with respect to its accounts, including the Funds, as to which it exercises investment discretion. In addition, if in the judgment of Sub-Adviser, a Fund would be benefited by supplemental services, Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that Sub-Adviser determines in good faith that the commission or spread paid is reasonable in relation to the services provided. Sub-Adviser will properly communicate to the officers and trustees of the Trust such information relating to transactions for each Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to Manager, Sub-Adviser or any affiliated person of the Trust, Manager or Sub-Adviser, except as may be permitted under the 1940 Act, and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Manager and the Trust’s Fund's Board of Trustees (and the “Board”)Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion Fund, all on behalf of each the Fund’s investment portfolio allocated by Manager to Sub-Adviser. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the TrustFund, will monitor each the Fund’s 's investments, and will comply with the provisions of the Trust’s Fund's Declaration of Trust and By-laws, each as amended from time to time (the “Trust Documents”)time, and the stated investment objectives, policies and restrictions of each the Fund. Manager will provide Sub-Adviser with current copies of the Trust DocumentsFund's Declaration of Trust, each Fund’s By-laws, prospectus and Statement of Additional Information and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to Sub-Adviser’s 's performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each the Fund and to consult with each other regarding the investment affairs of each the Fund. Sub-Adviser will report to Manager and the Board of Trustees and to Manager with respect to the implementation of its investment program for each Fundsuch program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for each the Fund, and is directed to use its best commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of each the Fund’s 's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Sub- Adviser may select itself as a broker, in an agency capacity, to execute transactions in portfolio securities for the Fund in accordance with policies and procedures adopted by the Board of Trustees from time to time. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the FundsFund, or be in breach of any obligation owing to the Trust or the Funds Fund under this Agreement, or otherwise, solely by reason of its having caused a the Fund to pay a member of a securities exchange, a broker or a dealer (including the Sub-Adviser's internal broker-dealer) a commission for effecting a securities transaction for a the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s 's overall responsibilities with respect to its accounts, including the FundsFund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, a the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determines determined in good faith that the commission or spread paid is was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust Fund such information relating to transactions for each the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the TrustFund, Manager Manager, or Sub-Adviser, except as may be permitted under the 1940 Act, and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. ; Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Manager and the Trust’s Board of Trustees (the “Board”)Trustees, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, vote proxies for, and place all orders for the purchase and sale of securities for the portion Fund, all on behalf of each the Fund’s investment portfolio allocated by Manager to Sub-Adviser. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Trust, will monitor each the Fund’s investments, and will comply with the provisions of the Trust’s Declaration of Trust and By-laws, each as amended from time to time (the “Trust Documents”)time, and the stated investment objectives, policies and restrictions of each the Fund. Manager will provide Sub-Adviser with current copies of the Trust’s Declaration of Trust Documentsand By-laws, each the Fund’s prospectus and Statement of Additional Information and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to Sub-Adviser’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each the Fund and to consult with each other regarding the investment affairs of each the Fund. Sub-Adviser will report to Manager and the Trust’s Board of Trustees with respect to the implementation of its investment program for each Fundsuch program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for each the Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of each the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the FundsFund, or be in breach of any obligation owing to the Trust or the Funds Fund under this Agreement, or otherwise, solely by reason of its having caused a the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or Sub-Adviser’s overall responsibilities with respect to its accounts, including the FundsFund, as to which it exercises investment discretion. In addition, if in the judgment of Sub-Adviser, a the Fund would be benefited by supplemental services, Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that Sub-Adviser determines in good faith that the commission or spread paid is reasonable in relation to the services provided. Sub-Adviser will properly communicate to the officers and trustees of the Trust such information relating to transactions for each the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to Manager, Sub-Adviser or any affiliated person of the Trust, Manager or Sub-Adviser, except as may be permitted under the 1940 Act, and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Manager and the Trust’s Fund's Board of Trustees (and the “Board”)Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion Fund, all on behalf of each the Fund’s investment portfolio allocated by Manager to Sub-Adviser. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the TrustFund, will monitor each the Fund’s 's investments, and will comply with the provisions of the Trust’s Fund's Declaration of Trust and By-laws, each as amended from time to time (the “Trust Documents”)time, and the stated investment objectives, policies and restrictions of each the Fund. Manager will provide Sub-Adviser with current copies of the Trust DocumentsFund's Declaration of Trust, each Fund’s By-laws, prospectus and Statement of Additional Information and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to Sub-Adviser’s 's performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each the Fund and to consult with each other regarding the investment affairs of each the Fund. Sub-Adviser will report to Manager and the Board of Trustees and to Manager with respect to the implementation of its investment program for each Fundsuch program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for each the Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of each the Fund’s 's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the FundsFund, or be in breach of any obligation owing to the Trust or the Funds Fund under this Agreement, or otherwise, solely by reason of its having caused a the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s 's overall responsibilities with respect to its accounts, including the FundsFund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, a the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determines determined in good faith that the commission or spread paid is was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust Fund such information relating to transactions for each the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the TrustFund, Manager Manager, or Sub-Adviser, except as may be permitted under the 1940 Act, and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. ; Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Manager and the Trust’s Board of Trustees (and the “Board”)Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion Fund, all on behalf of each the Fund’s investment portfolio allocated by Manager to Sub-Adviser. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Trust, will monitor each the Fund’s investments, and will comply with the provisions of the Trust’s Declaration of Trust and By-laws, each as amended from time to time (the “Trust Documents”)time, and the stated investment objectives, policies and restrictions of each the Fund. Manager will provide Sub-Adviser with current copies of the Trust DocumentsTrust’s Declaration of Trust, each Fund’s By-laws, prospectus and Statement of Additional Information and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to Sub-Adviser’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each the Fund and to consult with each other regarding the investment affairs of each the Fund. Sub-Adviser will report to Manager and the Board of Trustees and to Manager with respect to the implementation of its investment program for each Fundsuch program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for each the Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of each Fundthe Trust’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the FundsFund, or be in breach of any obligation owing to the Trust or the Funds Fund under this Agreement, or otherwise, solely by reason of its having caused a Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities with respect to its accounts, including the FundsFund, as to which it exercises investment discretion. In addition, if if, in the judgment of the Sub-Adviser, a Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determines determined in good faith that the commission or spread paid is was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust such information relating to transactions for each the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the Trust, Manager or Sub-Adviser, except as may be permitted under the 1940 Act, Act and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Manager and the Trust’s Board of Trustees (and the “Board”)Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion Fund, all on behalf of each the Fund’s investment portfolio allocated by Manager to Sub-Adviser. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Trust, will monitor each the Fund’s investments, and will comply with the provisions of the Trust’s Declaration of Trust and By-laws, each as amended from time to time (the “Trust Documents”)time, and the stated investment objectives, policies and restrictions of each the Fund. Manager will provide Sub-Adviser with current copies of the Trust DocumentsTrust’s Declaration of Trust, each Fund’s By-laws, prospectus and Statement of Additional Information and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to Sub-Adviser’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each the Fund and to consult with each other regarding the investment affairs of each the Fund. Sub-Adviser will report to Manager and the Board of Trustees and to Manager with respect to the implementation of its investment program for each Fundsuch program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for each the Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of each Fundthe Trust’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the FundsFund, or be in breach of any obligation owing to the Trust or the Funds Fund under this Agreement, or otherwise, solely by reason of its having caused a the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities with respect to its accounts, including the FundsFund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, a the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determines determined in good faith that the commission or spread paid is was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust such information relating to transactions for each the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the Trust, Manager Manager, or Sub-Adviser, except as may be permitted under the 1940 Act, Act and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. ; Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Manager and the TrustFund’s Board of Trustees (and the “Board”)Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion of each the Fund’s investment portfolio allocated by Manager to Sub-Adviser, all on behalf of the Fund and in accordance with the investment policies of the Fund, as such policies may subsequently be changed by the Fund’s Board of Trustees and publicly described. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the TrustFund, will monitor each the Fund’s investmentsinvestments in securities selected for the Fund by the Sub-Adviser hereunder, and will comply with the provisions of the TrustFund’s Declaration of Trust and By-laws, each as amended from time to time (the “Trust Documents”)time, and the stated investment objectives, policies and restrictions of each the Fund. Manager will provide Sub-Adviser with current copies of the Trust Documents, each Fund’s Declaration of Trust, By-laws, prospectus and Statement of Additional Information and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to Sub-Adviser’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each the Fund and to consult with each other regarding the investment affairs of each the Fund. Sub-Adviser will report to Manager and the Board of Trustees and to Manager with respect to the implementation of such program. The Sub-Adviser will vote all proxies solicited by or with respect to the issuers of securities which assets of the Fund’s investment portfolio allocated by Manager to Sub-Adviser are invested, consistent with its investment program for each proxy voting guidelines and based upon the best interests of the Fund. The Sub-Adviser will maintain appropriate records detailing its voting of proxies on behalf of the Fund and upon reasonable request will provide a report setting forth the proposals voted on and how the Fund’s shares were voted, including the name of the corresponding issuers. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for each the Fund, and is directed to use its best commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of each the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the FundsFund, or be in breach of any obligation owing to the Trust or the Funds Fund under this Agreement, or otherwise, solely by reason of its having caused a the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities with respect to its accounts, including the FundsFund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, a the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which that another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determines determined in good faith that the commission or spread paid is was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust Fund such information relating to transactions for each the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the TrustFund, Manager Manager, or Sub-Adviser, except as may be permitted under the 1940 Act, and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. ; Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Manager and the Trust’s Fund's Board of Trustees (and the “Board”)Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion of each the Fund’s 's investment portfolio allocated to preferred securities, all on behalf of the Fund and as described in the investment policy section of the Fund's initial registration statement on Form N-2 as declared effective by Manager to Sub-Adviserthe Securities and Exchange Commission, as such policies described therein may subsequently be changed by the Fund's Board of Trustees and publicly described. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the TrustFund, will monitor each the Fund’s investments's investments in preferred securities, and will comply with the provisions of the Trust’s Fund's Declaration of Trust and By-laws, each as amended from time to time (the “Trust Documents”)time, and the stated investment objectives, policies and restrictions of each the Fund. Manager will provide Sub-Adviser with current copies of the Trust DocumentsFund's Declaration of Trust, each Fund’s By-laws, prospectus and Statement of Additional Information and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to Sub-Adviser’s 's performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each the Fund and to consult with each other regarding the investment affairs of each the Fund. Sub-Adviser will report to Manager and the Board of Trustees and to Manager with respect to the implementation of its investment program for each Fundsuch program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for each the Fund, and is directed to use its best commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of each the Fund’s 's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Sub-Adviser may select itself as a broker, in an agency capacity, to execute transactions in portfolio securities for the Fund in accordance with policies and procedures adopted by the Fund's Board of Trustees from time to time. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the FundsFund, or be in breach of any obligation owing to the Trust or the Funds Fund under this Agreement, or otherwise, solely by reason of its having caused a the Fund to pay a member of a securities exchange, a broker or a dealer (including the Sub-Adviser's internal broker-dealer) a commission for effecting a securities transaction for a the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s 's overall responsibilities with respect to its accounts, including the FundsFund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, a the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which that another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determines determined in good faith that the commission or spread paid is was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust Fund such information relating to transactions for each the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the TrustFund, Manager Manager, or Sub-Adviser, except as may be permitted under the 1940 Act, and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. ; Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Manager and the Trust’s Board of Trustees (and the “Board”)Adviser, the Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of the Fund, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion of each Fund’s investment portfolio allocated portfolio, all on behalf of the Fund and as described in the Fund’s registration statement on Form N-1A (File No. 811-22417) as the same may thereafter be amended from time to time and communicated by Manager the Fund or the Adviser to the Sub-AdviserAdviser in writing. In the performance of its duties, the Sub-Adviser will satisfy its fiduciary duties to in all material respects (a) monitor the Trust, will monitor each Fund’s investments, and will (b) comply with the provisions of the Trust’s Declaration of Trust and By-laws, each as amended from time to time (and communicated by the “Trust Documents”)Fund or the Adviser to the Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of each Fundthe Fund as such objectives, policies and restrictions may subsequently be changed by the Trust’s Board of Trustees and communicated by the Trust, Fund or Adviser to the Sub-Adviser in writing. Manager will provide The Trust, Fund or Adviser has provided the Sub-Adviser with current copies of the Trust DocumentsTrust’s Declaration of Trust, each Fund’s prospectus and Statement By-laws, prospectus, statement of Additional Information additional information and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to the Sub-Adviser’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each Fund and to consult with each other regarding the investment affairs of each Fund. Sub-Adviser will report to Manager and the Board with respect to the implementation of its investment program for each Fund. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities investments for each the Fund, and is directed to use its best commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of each Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other brokerage services providedprovided by a broker or dealer in accordance with the provisions of Section 28(e) under the Securities and Exchange Act of 1934, as amended. Subject to approval by the Trust’s Board of Trustees and compliance with the policies and procedures adopted by the Board of Trustees for the Fund and to the extent permitted by and in conformance with applicable law (including Rule 17e-1 of the 1940 Act), the Sub-Adviser may select brokers or dealers affiliated with the Sub-Adviser. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the FundsFund, or be in breach of any obligation owing to the Trust or the Funds Fund under this Agreement, or otherwise, solely by reason of its having caused a the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities with respect to its accounts, including the FundsFund, as to which it exercises investment discretion. In addition, Sub-Adviser may aggregate purchase and sale orders of securities placed with respect to the assets of the Fund with similar orders being made simultaneously for other accounts managed by Sub-Adviser or its affiliates, if in Sub-Adviser’s reasonable judgment such aggregation is consistent with seeking best execution in accordance with the judgment terms hereof. In the event that a purchase or sale of an asset of the Fund occurs as part of any aggregate sale or purchase orders, the objective of Sub-AdviserAdviser and any of its affiliates involved in such transaction shall be to allocate the securities so purchased or sold, as well as expenses incurred in the transaction, among the Fund and other accounts in an equitable manner. Nevertheless, the Trust, Fund and Adviser acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to the price or size of the securities positions obtainable or salable. Whenever the Fund and one or more other investment advisory clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a Fund manner believed by Sub-Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being fully invested that would be benefited by supplemental servicesnot occur if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess and its affiliates may purchase securities of spreads or commissions which another broker or dealer may charge an issuer for one client and at approximately the same transactiontime recommend selling or sell the same or similar types of securities for another client. The Sub-Adviser will vote proxies solicited by or with respect to the issuers of securities which assets of the Fund’s investment portfolio allocated by the Adviser to the Sub-Adviser are invested, provided that consistent with the Adviser’s written Proxy Policies and Procedures, and communicated by the Fund or the Adviser to the Sub-Adviser in writing. The Sub-Adviser will maintain appropriate records in accordance with applicable law detailing its voting of proxies on behalf of the Fund and upon request will provide a report setting forth the proposals voted on and how the Trust’s shares were voted, including the name of the corresponding issuers. The Sub-Adviser will not arrange purchases or sales of securities between the Fund and other accounts advised by the Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 of the 0000 Xxx) and the Fund’s policies and procedures, (b) the Sub-Adviser determines the purchase or sale is in good faith the best interests of the Fund, and (c) the Fund’s Board of Trustees has approved these types of transactions. The Fund may adopt policies and procedures that modify or restrict the commission Sub-Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein provided that such policies and procedures are communicated by the Fund or spread paid is reasonable in relation the Adviser to the services providedSub-Adviser in writing. The Sub-Adviser will properly communicate to the officers and trustees of the Trust Fund such information relating to transactions for each the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to Managerthe Adviser, the Sub-Adviser or any affiliated person of the TrustFund, Manager the Adviser, or the Sub-Adviser, except as may be permitted under the 1940 Act, and under no circumstances will Sub-Adviser select brokers Act or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealersrules adopted thereunder. The Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Manager and the Trust’s Board of Trustees (the “Board”), Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion of each Fund’s investment portfolio allocated by Manager to Sub-AdviserAdviser by Manager or its delegate. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Trust, will monitor the portion of each Fund’s investmentsinvestment portfolio allocated to it, and will comply with the provisions of the Trust’s Declaration of Trust and By-laws, each as amended from time to time (the “Trust Documents”), and the stated investment objectives, policies and restrictions of each Fund. Manager will provide Sub-Adviser with current copies of the Trust Documents, each Fund’s prospectus and Statement of Additional Information and any amendments thereto, and any objectives, policies or restrictions not appearing therein as they may be relevant to Sub-Adviser’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each Fund and to consult with each other regarding the investment affairs of each Fund. Sub-Adviser will report to Manager and the Board with respect to the implementation of its investment program for each Fund. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for each Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of each Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Funds, or be in breach of any obligation owing to the Trust or the Funds under this Agreement, or otherwise, solely by reason of its having caused a Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or Sub-Adviser’s overall responsibilities with respect to its accounts, including the Funds, as to which it exercises investment discretion. In addition, if in the judgment of Sub-Adviser, a Fund would be benefited by supplemental services, Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that Sub-Adviser determines in good faith that the commission or spread paid is reasonable in relation to the services provided. Sub-Adviser will properly communicate to the officers and trustees of the Trust such information relating to transactions for each Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to Manager, Sub-Adviser or any affiliated person of the Trust, Manager or Sub-Adviser, except as may be permitted under the 1940 Act, and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Manager and the Trust’s Fund's Board of Trustees (and the “Board”)Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion of each the Fund’s 's investment portfolio allocated by Manager to the Sub-Adviser, all on behalf of the Fund and as described in the investment policy section of the Fund's initial registration statement on Form N-2 as declared effective by the Securities and Exchange Commission, as such policies described therein may subsequently be changed by the Fund's Board of Trustees and publicly described. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the TrustFund, will monitor each the Fund’s investments's investments in convertible securities (and other assets in which the Sub-Adviser is authorized to invest), and will comply with the provisions of the Trust’s Fund's Declaration of Trust and By-laws, each as amended from time to time (the “Trust Documents”)time, and the stated investment objectives, policies and restrictions of each the Fund. Manager will provide Sub-Adviser with current copies of the Trust DocumentsFund's Declaration of Trust, each Fund’s By-laws, prospectus and Statement of Additional Information and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to Sub-Adviser’s 's performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each the Fund and to consult with each other regarding the investment affairs of each the Fund. Sub-Adviser will report to Manager and the Board of Trustees and to Manager with respect to the implementation of its investment program for each Fundsuch program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for each the Fund, and is directed to use its best commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of each the Fund’s 's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the FundsFund, or be in breach of any obligation owing to the Trust or the Funds Fund under this Agreement, or otherwise, solely by reason of its having caused a the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s 's overall responsibilities with respect to its accounts, including the FundsFund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, a the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which that another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determines determined in good faith that the commission or spread paid is was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust Fund such information relating to transactions for each the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the TrustFund, Manager Manager, or Sub-Adviser, except as may be permitted under the 1940 Act, and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. ; Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Manager and the Trust’s Board of Trustees (and the “Board”)Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion Fund, all on behalf of each the Fund’s investment portfolio allocated by Manager to Sub-Adviser. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Trust, will monitor each the Fund’s investments, and will comply with the provisions of the Trust’s Declaration of Trust and By-laws, each as amended from time to time (the “Trust Documents”)time, and the stated investment objectives, policies and restrictions of each the Fund. Manager will provide Sub-Adviser with current copies of the Trust DocumentsTrust’s Declaration of Trust, each Fund’s By-laws, prospectus and Statement of Additional Information and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to Sub-Adviser’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each the Fund and to consult with each other regarding the investment affairs of each the Fund. Sub-Adviser will report to Manager and the Board of Trustees and to Manager with respect to the implementation of its investment program for each Fundsuch program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for each the Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of each Fundthe Trust’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Funds, or be in breach of any obligation owing to the Trust or the Funds under this Agreement, or otherwise, solely by reason of its having caused a Fund the Trust to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a Fund the Trust in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities with respect to its accounts, including the FundsTrust, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, a Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determines determined in good faith that the commission or spread paid is was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust such information relating to transactions for each the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the Trust, Manager Manager, or Sub-Adviser, except as may be permitted under the 1940 Act, Act and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. ; Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Manager and the TrustFund’s Board of Trustees and Nuveen Asset Management, the Fund’s investment adviser (the “BoardAdviser”), the Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion of each the Fund’s investment portfolio allocated by Manager the Adviser to the Sub-Adviser, all on behalf of the Fund and as described in the investment policy section of the Fund’s registration statement on Form N-2 as declared effective by the Securities and Exchange Commission, as such policies described therein may subsequently be changed by the Fund’s Board of Trustees and publicly described. In the performance of its duties, the Sub-Adviser will satisfy its fiduciary duties to the TrustFund, will monitor each the Fund’s investmentsinvestments in securities selected for the Fund by the Sub-Adviser hereunder, and will comply with the provisions of the TrustFund’s Declaration of Trust and By-laws, each as amended from time to time (the “Trust Documents”)time, and the stated investment objectives, policies and restrictions of each the Fund. Manager The Adviser will provide the Sub-Adviser with current copies of the Trust Documents, each Fund’s Declaration of Trust, By-laws, prospectus and Statement of Additional Information and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to the Sub-Adviser’s performance under this Agreement. The Sub-Adviser and Manager the Adviser will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each the Fund and to consult with each other regarding the investment affairs of each the Fund. The Sub-Adviser will report to Manager and the Board of Trustees and to the Adviser with respect to the implementation of such program. The Sub-Adviser will vote all proxies solicited by or with respect to the issuers of securities which assets of the Fund’s investment portfolio allocated by the Adviser to the Sub-Adviser are invested, consistent with its investment program for each proxy voting guidelines and based upon the best interests of the Fund. The Sub-Adviser will maintain appropriate records detailing its voting of proxies on behalf of the Fund and upon reasonable request will provide a report setting forth the proposals voted on and how the Fund’s shares were voted, including the name of the corresponding issuers. The Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for each the Fund, and is directed to use its best commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of each the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the FundsFund, or be in breach of any obligation owing to the Trust or the Funds Fund under this Agreement, or otherwise, solely by reason of its having caused a the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities with respect to its accounts, including the FundsFund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, a the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which that another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determines determined in good faith that the commission or spread paid is was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust Fund such information relating to transactions for each the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to Managerthe Fund, the Adviser, the Sub-Adviser or any affiliated person of the TrustFund, Manager the Adviser, or the Sub-Adviser, except as may be permitted under the 1940 Act. In performing its services hereunder, and under no circumstances will the Sub-Adviser select brokers or dealers may engage any of its affiliates to the extent legal permissible under applicable law, provided that the Sub-Adviser will remain liable to the Fund at all times for Fund transactions on the basis performance of Fund share sales by its obligations hereunder, will remain responsible for the acts and omissions of such brokers or dealersaffiliates, and will be solely responsible for any fees owed to such affiliates. The Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Manager and the TrustFund’s Board of Trustees (and the “Board”)Adviser, the Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion of each Fund’s investment portfolio allocated portfolio, all on behalf of the Fund and consistent with the investment objectives, policies and restrictions of the Fund, as such objectives, policies and restrictions may subsequently be changed by Manager to the Fund’s Board of Trustees and publicly described and as the Sub-AdviserAdviser is notified of such changes. In the performance of its duties, the Sub-Adviser will satisfy its fiduciary duties to the TrustFund, will monitor each the Fund’s investmentsinvestments in securities selected for the Fund by the Sub-Adviser hereunder, and will comply with the provisions of the TrustFund’s Declaration of Trust and By-laws, each as amended from time to time (the “Trust Documents”)time, and the stated investment objectives, policies and restrictions of each the Fund, to the extent the Sub-Adviser has been notified of such objectives, policies and restrictions. Manager The Adviser will provide the Sub-Adviser with current copies of the Trust Documents, each Fund’s prospectus Declaration of Trust and Statement of Additional Information By-laws and any amendments thereto, and any written objectives, policies policies, procedures or restrictions not appearing therein limitations as they may be relevant to the Sub-Adviser’s performance under this Agreement. The Sub-Adviser and Manager the Adviser will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each the Fund and to consult with each other regarding the investment affairs of each the Fund. The Sub-Adviser will report to Manager the Fund’s Board of Trustees and to the Board Adviser with respect to the implementation of its investment program for each such program. The Sub-Adviser will vote proxies solicited by or with respect to the issuers of securities in which assets of the Fund allocated by the Adviser to the Sub-Adviser are invested, consistent with the Sub-Adviser’s proxy voting guidelines, as in effect from time to time, and the best interests of the Fund. The Sub-Adviser will maintain appropriate records detailing its voting of proxies on behalf of the Fund and upon reasonable request will provide a report setting forth the proposals voted on and how the Fund’s shares were voted including the name of the corresponding issuers. The Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for each the Fund, and is directed to use its best commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of each the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or and other services services, if any, that may be provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the FundsFund, or be in breach of any obligation owing to the Trust or the Funds Fund under this Agreement, or otherwise, solely by reason of its having caused a the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities with respect to its accounts, including the FundsFund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, a the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which that another broker or dealer may charge for the same transaction, transaction provided that the Sub-Adviser determines determined in good faith that the commission or spread paid is was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust Fund such information relating to transactions for each the Fund as they may reasonably request. In no instance will the Fund’s portfolio securities be purchased from or sold to Managerthe Adviser, the Sub-Adviser or any affiliated person of the TrustFund, Manager the Adviser or the Sub-Adviser, except as may be permitted under the 1940 Act, and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. The Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Manager and the TrustFund’s Board of Trustees (and the “Board”)Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion Fund, all on behalf of each the Fund’s investment portfolio allocated by Manager to Sub-Adviser. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the TrustFund, will monitor each the Fund’s investments, and will comply with the provisions of the TrustFund’s Declaration of Trust and By-laws, each as amended from time to time (the “Trust Documents”)time, and the stated investment objectives, policies and restrictions of each the Fund. Manager will provide Sub-Adviser with current copies of the Trust Documents, each Fund’s Declaration of Trust, By-laws, prospectus and Statement of Additional Information and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to Sub-Adviser’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each the Fund and to consult with each other regarding the investment affairs of each the Fund. Sub-Adviser will report to Manager and the Board of Trustees and to Manager with respect to the implementation of its investment program for each Fundsuch program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for each the Fund, and is directed to use its best commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of each the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Sub-Adviser may select itself as a broker, in an agency capacity, to execute transactions in portfolio securities for the Fund in accordance with policies and procedures adopted by the Board of Trustees from time to time. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the FundsFund, or be in breach of any obligation owing to the Trust or the Funds Fund under this Agreement, or otherwise, solely by reason of its having caused a the Fund to pay a member of a securities exchange, a broker or a dealer (including the Sub-Adviser’s internal broker-dealer) a commission for effecting a securities transaction for a the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities with respect to its accounts, including the FundsFund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, a the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determines determined in good faith that the commission or spread paid is was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust Fund such information relating to transactions for each the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the TrustFund, Manager Manager, or Sub-Adviser, except as may be permitted under the 1940 Act, and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. ; Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Manager and the Trust’s Board of Trustees (and the “Board”)Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion each Fund, all on behalf of each Fund’s investment portfolio allocated by Manager to Sub-Adviser. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Trust, will monitor each Fund’s investments, and will comply with the provisions of the Trust’s Declaration of Trust and By-laws, each as amended from time to time (the “Trust Documents”)time, and the stated investment objectives, policies and restrictions of each Fund. Manager will provide Sub-Adviser with current copies of the Trust DocumentsTrust’s Declaration of Trust, each Fund’s By-laws, prospectus and Statement of Additional Information and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to Sub-Adviser’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each Fund and to consult with each other regarding the investment affairs of each Fund. Sub-Adviser will report to Manager and the Board of Trustees and to Manager with respect to the implementation of its investment program for each Fundsuch program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for each Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of each Fundthe Trust’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the FundsFund, or be in breach of any obligation owing to the Trust or the Funds Fund under this Agreement, or otherwise, solely by reason of its having caused a Fund the Trust to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a Fund the Trust in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities with respect to its accounts, including the FundsTrust, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, a Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determines determined in good faith that the commission or spread paid is was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust such information relating to transactions for each Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the Trust, Manager Manager, or Sub-Adviser, except as may be permitted under the 1940 Act, Act and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. ; Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Manager and the Trust’s Board of Trustees (and the “Board”)Adviser, the Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of the Fund, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion of each Fund’s investment portfolio allocated portfolio, all on behalf of the Fund and as described in the Fund’s registration statement on Form N-1A (File No. 333-167073) as the same may thereafter be amended from time to time and communicated by Manager the Fund or the Adviser to the Sub-AdviserAdviser in writing. In the performance of its duties, the Sub-Adviser will satisfy its fiduciary duties to in all material respects (a) monitor the Trust, will monitor each Fund’s investments, and will (b) comply with the provisions of the Trust’s Declaration of Trust and By-laws, each as amended from time to time (and communicated by the “Trust Documents”)Fund or the Adviser to the Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of each Fundthe Fund as such objectives, policies and restrictions may subsequently be changed by the Trust’s Board of Trustees and communicated by the Trust, Fund or Adviser to the Sub-Adviser in writing. Manager will provide The Trust, Fund or Adviser has provided the Sub-Adviser with current copies of the Trust DocumentsTrust’s Declaration of Trust, each Fund’s prospectus and Statement By-laws, prospectus, statement of Additional Information additional information and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to the Sub-Adviser’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each Fund and to consult with each other regarding the investment affairs of each Fund. Sub-Adviser will report to Manager and the Board with respect to the implementation of its investment program for each Fund. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities investments for each the Fund, and is directed to use its best commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of each Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other brokerage services providedprovided by a broker or dealer in accordance with the provisions of Section 28(e) under the Securities and Exchange Act of 1934, as amended. Subject to approval by the Trust’s Board of Trustees and compliance with the policies and procedures adopted by the Board of Trustees for the Fund and to the extent permitted by and in conformance with applicable law (including Rule 17e-1 of the 1940 Act), the Sub-Adviser may select brokers or dealers affiliated with the Sub-Adviser. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the FundsFund, or be in breach of any obligation owing to the Trust or the Funds Fund under this Agreement, or otherwise, solely by reason of its having caused a the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities with respect to its accounts, including the FundsFund, as to which it exercises investment discretion. In addition, Sub-Adviser may aggregate purchase and sale orders of securities placed with respect to the assets of the Fund with similar orders being made simultaneously for other accounts managed by Sub-Adviser or its affiliates, if in Sub-Adviser’s reasonable judgment such aggregation is consistent with seeking best execution in accordance with the judgment terms hereof. In the event that a purchase or sale of an asset of the Fund occurs as part of any aggregate sale or purchase orders, the objective of Sub-AdviserAdviser and any of its affiliates involved in such transaction shall be to allocate the securities so purchased or sold, as well as expenses incurred in the transaction, among the Fund and other accounts in an equitable manner. Nevertheless, the Trust, Fund and Adviser acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to the price or size of the securities positions obtainable or salable. Whenever the Fund and one or more other investment advisory clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a Fund manner believed by Sub-Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being fully invested that would be benefited by supplemental servicesnot occur if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess and its affiliates may purchase securities of spreads or commissions which another broker or dealer may charge an issuer for one client and at approximately the same transactiontime recommend selling or sell the same or similar types of securities for another client. The Sub-Adviser will vote proxies solicited by or with respect to the issuers of securities which assets of the Fund’s investment portfolio allocated by the Adviser to the Sub-Adviser are invested, provided that consistent with the Adviser’s written Proxy Policies and Procedures, and communicated by the Fund or the Adviser to the Sub-Adviser in writing. The Sub-Adviser will maintain appropriate records in accordance with applicable law detailing its voting of proxies on behalf of the Fund and upon request will provide a report setting forth the proposals voted on and how the Trust’s shares were voted, including the name of the corresponding issuers. The Sub-Adviser will not arrange purchases or sales of securities between the Fund and other accounts advised by the Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 of the 0000 Xxx) and the Fund’s policies and procedures, (b) the Sub-Adviser determines the purchase or sale is in good faith the best interests of the Fund, and (c) the Fund’s Board of Trustees has approved these types of transactions. The Fund may adopt policies and procedures that modify or restrict the commission Sub-Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein provided that such policies and procedures are communicated by the Fund or spread paid is reasonable in relation the Adviser to the services providedSub-Adviser in writing. The Sub-Adviser will properly communicate to the officers and trustees of the Trust Fund such information relating to transactions for each the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to Managerthe Adviser, the Sub-Adviser or any affiliated person of the TrustFund, Manager the Adviser, or the Sub-Adviser, except as may be permitted under the 1940 Act, and under no circumstances will Sub-Adviser select brokers Act or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealersrules adopted thereunder. The Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Manager and the Trust’s Fund's Board of Trustees (the “"Board of Trustees" or the "Board”)") and the Manager, the Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of the Fund, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities and other instruments for the portion Fund's investment portfolio, all on behalf of each the Fund and as described in the Fund’s 's most recent effective registration statement on Form N-2 and as the same and such investment portfolio allocated by Manager policies described therein may thereafter be amended from time to Sub-Advisertime. In the performance of its duties, the Sub-Adviser will in all material respects (a) satisfy its any applicable fiduciary duties it may have to the TrustFund, will (b) monitor each the Fund’s 's investments, and will (c) comply with the provisions of the Trust’s Fund's Declaration of Trust and By-laws, each as amended from time to time (and communicated by the “Trust Documents”)Fund or the Manager to the Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of each the Fund as such objectives, policies and restrictions may subsequently be changed by the Fund's Board of Trustees and communicated by the Fund or the Manager to the Sub-Adviser in writing and (d) assist in the valuation of portfolio securities held by the Fund as requested by the Manager of the Fund. The Fund or the Manager will provide the Sub-Adviser with current copies of the Trust DocumentsFund's Declaration of Trust, each Fund’s prospectus and Statement By-laws, prospectus, statement of Additional Information additional information and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to the Sub-Adviser’s 's performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each Fund and to consult with each other regarding the investment affairs of each Fund. Sub-Adviser will report to Manager and the Board with respect to the implementation of its investment program for each Fund. The Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities investments for each the Fund, and is directed to use its best commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of each the Fund’s 's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Subject to approval by the Fund's Board of Trustees and compliance with the policies and procedures adopted by the Board of Trustees for the Fund and to the extent permitted by and in conformance with applicable law (including Rule 17e-1 under the 1940 Act), the Sub-Adviser may select brokers or dealers affiliated with the Sub-Adviser. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the FundsFund, or be in breach of any obligation owing to the Trust or the Funds Fund under this Agreement, or otherwise, solely by reason of its having caused a the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s 's overall responsibilities with respect to its accounts, including the FundsFund, as to which it exercises investment discretion. In addition, the Sub-Adviser may, to the extent permitted by applicable law, aggregate purchase and sale orders of securities placed with respect to the assets of the Fund with similar orders being made simultaneously for other accounts managed by the Sub-Adviser or its affiliates, if in the judgment of Sub-Adviser's reasonable judgment such aggregation shall result in an overall economic benefit to the Fund, taking into consideration the selling or purchase price, brokerage commissions and other expenses. In the event that a purchase or sale of an asset of the Fund would be benefited by supplemental servicesoccurs as part of any aggregate sale or purchase orders, the objective of the Sub-Adviser and any of its affiliates involved in such transaction shall be to allocate the securities so purchased or sold, as well as expenses incurred in the transaction, among the Fund and other accounts in a fair and equitable manner. Nevertheless, the Fund and the Manager acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to the price or size of the securities positions obtainable or salable. Whenever the Fund and one or more other investment advisory clients of the Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by the Sub-Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being fully invested that would not occur if such an allocation were not made. Moreover, it is authorized possible that due to pay spreads differing investment objectives or commissions to brokers or dealers furnishing such services in excess for other reasons, the Sub-Adviser and its affiliates may purchase securities of spreads or commissions which another broker or dealer may charge an issuer for one client and at approximately the same transactiontime recommend selling or sell the same or similar types of securities for another client. The Sub-Adviser will not arrange purchases or sales of securities between the Fund and other accounts advised by the Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 under the 1940 Act) and the Fund'x xxxxxxes and procedures, provided that (b) the Sub-Adviser determines the purchase or sale is in good faith the best interests of the Fund, and (c) the Fund's Board of Trustees has approved these types of transactions. The Fund may adopt policies and procedures that modify or restrict the commission or spread paid is reasonable in relation Sub-Adviser's authority regarding the execution of the Fund's portfolio transactions provided herein. Such policies and procedures and any amendments thereto will be communicated by the Manager to the services providedSub-Adviser. For purposes of complying with Rule 10f-3, Rule 12d3-1, Rule 17a-10 and Rule 17e-1 under the 1940 Act, the Sub-Adviser hereby agrees that it will not consult with any other sub-adviser of an investment company or a series of an investment company that is advised by the Manager (the "First Trust Fund complex") or an affiliated person of a sub-adviser (including any sub-adviser that is a principal underwriter or an affiliated person of such principal underwriter), concerning transactions for the Fund or any fund in the First Trust Fund complex in securities or other fund assets. In addition, with respect to a fund in the First Trust Fund complex with multiple sub-advisers, the Sub-Adviser shall be limited to providing investment advice with respect to only the discrete portion of the fund's portfolio as may be determined from time-to-time by the Board of Trustees or the Manager, and shall not consult with the sub-adviser (including any sub-adviser that is a principal underwriter or an affiliated person of such principal underwriter) as to any other portion of the fund's portfolio concerning transactions for the fund in securities or other assets. The Sub-Adviser will properly communicate to the officers and trustees Trustees of the Trust Fund such information relating to transactions for each the Fund as they may reasonably request. In no instance will the Fund's portfolio securities be purchased from or sold to the Manager, the Sub-Adviser or any affiliated person of either the TrustFund, Manager the Manager, or the Sub-Adviser, except as may be permitted under the 1940 Act, and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. The Sub-Adviser further agrees that it:

Services to be Performed. (a) Subject always to the supervision oversight of Manager and the Trust’s 's Board of Trustees (the “Board”)"Board of Trustees") and the Manager, the Sub-Adviser will act as sub-adviser for and manage on a discretionary basis the investment and reinvestment of the assets of each Fund allocated to the Sub-Adviser from time to time, furnish an investment program in respect of, make investment decisions for, report such investment decisions to the Manager and if authorized under Section 3 hereof, place all orders (either directly or through the Manager) for the purchase and sale of securities and other assets for the portion respective Fund's investment portfolio, all on behalf of each such Fund and consistent with such Fund’s investment portfolio allocated by Manager 's currently effective registration statement on Form N-1A as the same may thereafter be amended from time to Sub-Advisertime. In the performance of its duties, the Sub-Adviser will in all material respects (i) satisfy its any applicable fiduciary duties it may have to the Trustapplicable Fund, will (ii) monitor each a Fund’s investments's investments or other instruments selected for the Fund by the Sub-Adviser, and will (iii) comply with the provisions of the Trust’s 's Declaration of Trust and By-laws, each as amended from time to time and communicated by the Fund or the Manager to the Sub-Adviser in writing, (iv) comply with (A) the “Trust Documents”), and the stated investment objectives, policies and restrictions stated in the applicable Fund's most recently effective prospectus and statement of each Fund. additional information, (B) such other investment objectives, policies, restrictions or instructions as the Manager will provide or the Trust's Board of Trustees may communicate to the Sub-Adviser with current copies of the Trust Documents, each Fund’s prospectus and Statement of Additional Information and any amendments theretoin writing, and (C) any changes to the objectives, policies policies, restrictions or restrictions not appearing therein instructions required under the foregoing (A) and (B) as they may be relevant communicated to the Sub-Adviser’s performance under this AgreementAdviser in writing, and (v) provide assistance in connection with the valuation of portfolio assets held by the respective Fund as reasonably requested by the Manager or the respective Fund. The Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review the investment objectives, policies and restrictions of each the applicable Fund and to consult with each other regarding the investment affairs of each such Fund. Each Fund or the Manager shall provide the Sub-Adviser will report to Manager with current copies of the Trust's Declaration of Trust, the Trust's By-laws, the respective Fund's prospectus and the Board with respect statement of additional information and any amendments thereto, and any policies or limitations not appearing therein as they may be relevant to the implementation of its investment program for each Fund. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for each Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of each Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Funds, or be in breach of any obligation owing to the Trust or the Funds Adviser's performance under this Agreement, or otherwise, solely by reason of its having caused a Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or Sub-Adviser’s overall responsibilities with respect to its accounts, including the Funds, as to which it exercises investment discretion. In addition, if in the judgment of Sub-Adviser, a Fund would be benefited by supplemental services, Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that Sub-Adviser determines in good faith that the commission or spread paid is reasonable in relation to the services provided. Sub-Adviser will properly communicate to the officers and trustees of the Trust such information relating to transactions for each Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to Manager, Sub-Adviser or any affiliated person of the Trust, Manager or Sub-Adviser, except as may be permitted under the 1940 Act, and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. Sub-Adviser further agrees that it:.

Services to be Performed. Subject always to the supervision of Manager and the Trust’s Board of Trustees (and the “Board”)Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion of each Fund’s investment portfolio allocated by Manager to Sub-Adviser. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Trust, will monitor each Fund’s investments, and will comply with the provisions of the Trust’s Declaration of Trust and By-laws, each as amended from time to time (the “Trust Documents”), and the stated investment objectives, policies and restrictions of each Fund. Manager will provide Sub-Adviser with current copies of the Trust Documents, each Fund’s prospectus and Statement of Additional Information and any amendments thereto, and any objectives, policies or restrictions not appearing therein as they may be relevant to Sub-Adviser’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each Fund and to consult with each other regarding the investment affairs of each Fund. Sub-Adviser will report to Manager and the Board with respect to the implementation of its investment program for each Fund. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for each Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of each Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fundsa Fund, or be in breach of any obligation owing to the Trust or the Funds each Fund under this Agreement, or otherwise, solely by reason of its having caused a Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or Sub-Adviser’s overall responsibilities with respect to its accounts, including the Fundsa Fund, as to which it exercises investment discretion. In addition, if in the judgment of Sub-Adviser, a Fund would be benefited by supplemental services, Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that Sub-Adviser determines in good faith that the commission or spread paid is reasonable in relation to the services provided. Sub-Adviser will properly communicate to the officers and trustees of the Trust such information relating to transactions for each Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to Manager, Sub-Adviser or any affiliated person of the Trust, Manager or Sub-Adviser, except as may be permitted under the 1940 Act, and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Manager and the Trust’s Board of Trustees (the “Board”)Trustees, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion Fund, all on behalf of each the Fund’s investment portfolio allocated by Manager to Sub-Adviser. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Trust, will monitor each the Fund’s investments, and will comply with the provisions of the Trust’s Declaration of Trust and By-laws, each as amended from time to time (the “Trust Documents”)time, and the stated investment objectives, policies and restrictions of each the Fund. Manager will provide Sub-Adviser with current copies of the Trust’s Declaration of Trust Documentsand By-laws, each the Fund’s prospectus and Statement of Additional Information and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to Sub-Adviser’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each the Fund and to consult with each other regarding the investment affairs of each the Fund. Sub-Adviser will report to Manager and the Trust’s Board of Trustees with respect to the implementation of its investment program for each Fundsuch program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for each the Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of each the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the FundsFund, or be in breach of any obligation owing to the Trust or the Funds Fund under this Agreement, or otherwise, solely by reason of its having caused a Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or Sub-Adviser’s overall responsibilities with respect to its accounts, including the FundsFund, as to which it exercises investment discretion. In addition, if in the judgment of Sub-Adviser, a Fund would be benefited by supplemental services, Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that Sub-Adviser determines in good faith that the commission or spread paid is reasonable in relation to the services provided. Sub-Adviser will properly communicate to the officers and trustees of the Trust such information relating to transactions for each the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to Manager, Sub-Adviser or any affiliated person of the Trust, Manager or Sub-Adviser, except as may be permitted under the 1940 Act, and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Manager and the Trust’s Board of Trustees (the “Board”)Trustees, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion Fund, all on behalf of each the Fund’s investment portfolio allocated by Manager to Sub-Adviser. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Trust, will monitor each the Fund’s investments, and will comply with the provisions of the Trust’s Declaration of Trust and By-laws, each as amended from time to time (the “Trust Documents”)time, and the stated investment objectives, policies and restrictions of each the Fund. Manager will provide Sub-Adviser with current copies of the Trust’s Declaration of Trust Documentsand By-laws, each the Fund’s prospectus and Statement of Additional Information and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to Sub-Adviser’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each the Fund and to consult with each other regarding the investment affairs of each the Fund. Sub-Adviser will report to Manager and the Trust’s Board of Trustees with respect to the implementation of its investment program for each Fundsuch program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for each the Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of each the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the FundsFund, or be in breach of any obligation owing to the Trust or the Funds Fund under this Agreement, or otherwise, solely by reason of its having caused a the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if Sub-Adviser determined determines in good faith that the commission paid was is reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or Sub-Adviser’s overall responsibilities with respect to its accounts, including the FundsFund, as to which it exercises investment discretion. In addition, if in the judgment of Sub-Adviser, a the Fund would be benefited by supplemental services, Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that Sub-Adviser determines determined in good faith that the commission or spread paid is was reasonable in relation to the services provided. Sub-Adviser will properly communicate to the officers and trustees of the Trust such information relating to transactions for each the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to Manager, Sub-Adviser or any affiliated person of the Trust, Manager Manager, or Sub-Adviser, except as may be permitted under the 1940 Act, and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. ; Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Manager and the Trust’s Board of Trustees (and the “Board”)Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion Funds on behalf of each Fund’s investment portfolio allocated by Manager to Sub-Advisersuch Funds. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Trust, will monitor each Fund’s investments, and will comply with the provisions of the Trust’s Declaration of Trust and By-laws, each as amended from time to time (the “Trust Documents”)time, and the stated investment objectives, policies and restrictions of each Fund. Manager will provide Sub-Adviser with current copies of the Trust DocumentsTrust’s Declaration of Trust, each Fund’s By-laws, prospectus and Statement of Additional Information and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to Sub-Adviser’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each Fund and to consult with each other regarding the investment affairs of each Fund. Sub-Adviser will report to Manager and the Board of Trustees and to Manager with respect to the implementation of its investment program for each Fundsuch program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for each Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of each Fundthe Trust’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Funds, or be in breach of any obligation owing to the Trust or the Funds under this Agreement, or otherwise, solely by reason of its having caused a Fund the Trust to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a Fund the Trust in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities with respect to its accounts, including the FundsTrust, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, a Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determines determined in good faith that the commission or spread paid is was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust such information relating to transactions for each Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the Trust, Manager Manager, or Sub-Adviser, except as may be permitted under the 1940 Act, Act and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. ; Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Manager and the TrustCompany’s Board of Trustees Directors (the “Board”), Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion of each Fund’s investment portfolio allocated by Manager to Sub-Adviser. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the TrustCompany, will monitor each Fund’s investments, and will comply with the provisions of the TrustCompany’s Declaration Articles of Trust Incorporation and By-laws, each as amended from time to time (the “Trust Charter Documents”), and the stated investment objectives, policies and restrictions of each Fund. Manager will provide Sub-Adviser with current copies of the Trust Charter Documents, each Fund’s prospectus and Statement of Additional Information and any amendments thereto, and any objectives, policies or restrictions not appearing therein as they may be relevant to Sub-Adviser’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each Fund and to consult with each other regarding the investment affairs of each Fund. Sub-Adviser will report to Manager and the Board with respect to the implementation of its investment program for each Fund. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for each Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of each Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust Company or the Funds, or be in breach of any obligation owing to the Trust Company or the Funds under this Agreement, or otherwise, solely by reason of its having caused a Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or Sub-Adviser’s overall responsibilities with respect to its accounts, including the Funds, as to which it exercises investment discretion. In addition, if in the judgment of Sub-Adviser, a Fund would be benefited by supplemental services, Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that Sub-Adviser determines in good faith that the commission or spread paid is reasonable in relation to the services provided. Sub-Adviser will properly communicate to the officers and trustees directors of the Trust Company such information relating to transactions for each Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to Manager, Sub-Adviser or any affiliated person of the TrustCompany, Manager or Sub-Adviser, except as may be permitted under the 1940 Act, and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Manager and the TrustFund’s Board of Trustees (and the “Board”)Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion Fund, all on behalf of each the Fund’s investment portfolio allocated by Manager to Sub-Adviser. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the TrustFund, will monitor each the Fund’s investments, and will comply with the provisions of the TrustFund’s Declaration of Trust and By-laws, each as amended from time to time (the “Trust Documents”)time, and the stated investment objectivesobjective, policies and restrictions of each the Fund. Manager will provide Sub-Adviser with current copies of the Trust Documents, each Fund’s Declaration of Trust, By-laws, prospectus and Statement of Additional Information and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to Sub-Adviser’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each the Fund and to consult with each other regarding the investment affairs of each the Fund. Sub-Adviser will report to Manager and the Board of Trustees and to Manager with respect to the implementation of such program. Sub-Adviser will vote all proxies solicited by or with respect to the issuers of securities which assets of the Fund are invested, consistent with its investment program for each proxy voting guidelines and based upon the best interests of the Fund. Sub-Adviser will maintain appropriate records detailing its voting of proxies on behalf of the Fund and upon reasonable request will provide a report setting forth the proposals voted on and how the Fund’s shares were voted, including the name of the corresponding issuers. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for each the Fund, and is directed to use its best commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of each the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Sub-Adviser may select itself as a broker, in an agency capacity, to execute transactions in portfolio securities for the Fund in accordance with policies and procedures adopted by the Fund’s Board of Trustees from time to time. It is understood that Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the FundsFund, or be in breach of any obligation owing to the Trust or the Funds Fund under this Agreement, or otherwise, solely by reason of its having caused a the Fund to pay a member of a securities exchange, a broker or a dealer (including Sub-Adviser’s internal broker-dealer) a commission for effecting a securities transaction for a the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or Sub-Adviser’s overall responsibilities with respect to its accounts, including the FundsFund, as to which it exercises investment discretion. In addition, if in the judgment of Sub-Adviser, a the Fund would be benefited by supplemental services, Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which that another broker or dealer may charge for the same transaction, provided that Sub-Adviser determines determined in good faith that the commission or spread paid is was reasonable in relation to the services provided. Sub-Adviser will properly communicate to the officers and trustees of the Trust Fund such information relating to transactions for each the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the TrustFund, Manager Manager, or Sub-Adviser, except as may be permitted under the 1940 Act, and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. ; Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Manager and the TrustCompany’s Board of Trustees Directors (the “Board”), Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion of each Fund’s investment portfolio allocated by Manager to Sub-Adviser. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the TrustCompany, will monitor each Fund’s investments, and will comply with the provisions of the TrustCompany’s Declaration Articles of Trust Incorporation and By-laws, each as amended from time to time (the “Trust Charter Documents”), and the stated investment objectives, policies and restrictions of each Fund. Manager will provide Sub-Adviser with current copies of the Trust Charter Documents, each Fund’s prospectus and Statement of Additional Information and any amendments thereto, and any objectives, policies or restrictions not appearing therein as they may be relevant to Sub-Adviser’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each Fund and to consult with each other regarding the investment affairs of each Fund. Sub-Adviser will report to Manager and the Board with respect to the implementation of its investment program for each Fund. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for each Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of each Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that Sub-Sub- Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust Company or the Funds, or be in breach of any obligation owing to the Trust Company or the Funds under this Agreement, or otherwise, solely by reason of its having caused a Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or Sub-Adviser’s overall responsibilities with respect to its accounts, including the Funds, as to which it exercises investment discretion. In addition, if in the judgment of Sub-Adviser, a Fund would be benefited by supplemental services, Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that Sub-Adviser determines in good faith that the commission or spread paid is reasonable in relation to the services provided. Sub-Adviser will properly communicate to the officers and trustees directors of the Trust Company such information relating to transactions for each Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to Manager, Sub-Adviser or any affiliated person of the TrustCompany, Manager or Sub-Adviser, except as may be permitted under the 1940 Act, and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Manager and the Trust’s Board of Trustees (the “BoardBoard of Trustees”), Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion Fund, all on behalf of each the Fund’s investment portfolio allocated by Manager to Sub-Adviser. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Trust, will monitor each the Fund’s investments, and will comply with the provisions of the Trust’s Declaration of Trust and By-laws, each as amended from time to time (the “Trust Documents”)time, and the stated investment objectivesobjective, policies and restrictions of each the Fund. Manager will provide Sub-Adviser with current copies of the Trust DocumentsTrust’s Declaration of Trust, each Fund’s By-laws, prospectus and Statement of Additional Information and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to Sub-Adviser’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each the Fund and to consult with each other regarding the investment affairs of each the Fund. Sub-Adviser will report to Manager and the Board of Trustees and to Manager with respect to the implementation of its investment program for each Fundsuch program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of certain portfolio securities for each the Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of each Fundthe Trust’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the FundsFund, or be in breach of any obligation owing to the Trust or the Funds Fund under this Agreement, or otherwise, solely by reason of its having caused a the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or Sub-Adviser’s overall responsibilities with respect to its accounts, including the FundsFund, as to which it exercises investment discretion. In addition, if in the judgment of Sub-Adviser, a the Fund would be benefited by supplemental services, Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that Sub-Adviser determines determined in good faith that the commission or spread paid is was reasonable in relation to the services provided. Sub-Adviser will properly communicate to the officers and trustees of the Trust such information relating to transactions for each the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to Manager, Sub-Adviser or any affiliated person of either the Trust, Manager Manager, or Sub-Adviser, except as may be permitted under the 1940 Act, and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. ; Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Manager and the TrustFund’s Board of Trustees (and the “Board”)Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion Fund, all on behalf of each the Fund’s investment portfolio allocated by Manager to Sub-Adviser. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the TrustFund, will monitor each the Fund’s investments, and will comply with the provisions of the Trust’s Declaration of Trust and By-laws, each as amended from time to time (the “Trust Documents”)time, and the stated investment objectives, policies and restrictions of each the Fund. Manager will provide Sub-Adviser with current copies of the Trust’s Declaration of Trust Documentsand By-laws, each the Fund’s prospectus and Statement of Additional Information and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to Sub-Adviser’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each the Fund and to consult with each other regarding the investment affairs of each the Fund. Sub-Adviser will report to Manager and the Board of Trustees and to Manager with respect to the implementation of its investment program for each Fundsuch program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for each the Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of each the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the FundsFund, or be in breach of any obligation owing to the Trust or the Funds Fund under this Agreement, or otherwise, solely by reason of its having caused a the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities with respect to its accounts, including the FundsFund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, a the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determines determined in good faith that the commission or spread paid is was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust such information relating to transactions for each the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the Trust, Manager Manager, or Sub-Adviser, except as may be permitted under the 1940 Act, Act and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. ; Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Manager and the Trust’s Board of Trustees (the “Board”)Trustees, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion Fund, all on behalf of each the Fund’s investment portfolio allocated by Manager to Sub-Adviser. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Trust, will monitor each the Fund’s investments, and will comply with the provisions of the Trust’s Declaration of Trust and By-laws, each as amended from time to time (the “Trust Documents”)time, and the stated investment objectives, policies and restrictions of each the Fund. Manager will provide Sub-Adviser with current copies of the Trust’s Declaration of Trust Documentsand By-laws, each the Fund’s prospectus and Statement of Additional Information and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to Sub-Adviser’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each the Fund and to consult with each other regarding the investment affairs of each the Fund. Sub-Adviser will report to Manager and the Trust’s Board of Trustees with respect to the implementation of its investment program for each Fundsuch program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for each the Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of each the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the FundsFund, or be in breach of any obligation owing to the Trust or the Funds Fund under this Agreement, or otherwise, solely by reason of its having caused a the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or Sub-Adviser’s overall responsibilities with respect to its accounts, including the FundsFund, as to which it exercises investment discretion. In addition, if in the judgment of Sub-Adviser, a the Fund would be benefited by supplemental services, Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that Sub-Adviser determines in good faith that the commission or spread paid is reasonable in relation to the services provided. Sub-Adviser will properly communicate to the officers and trustees of the Trust such information relating to transactions for each the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to Manager, Sub-Adviser or any affiliated person of either the Trust, Manager Manager, or Sub-Adviser, except as may be permitted under the 1940 Act, and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Manager and the Trust’s Fund's Board of Trustees (and the “Board”)Manager, Sub-Adviser will act as sub-adviser for, and to manage the investment and reinvestment of the assets of the Fund, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion Fund's investment portfolio, all on behalf of each the Fund and as described in the Fund’s investment portfolio allocated 's registration statement on Form N-2 (File No. 333-105251) as declared effective by the Securities and Exchange Commission, as such policies described therein may subsequently be changed by the Fund's Board of Trustees and communicated by the Fund or Manager to Sub-AdviserAdviser in writing. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the TrustFund, will monitor each the Fund’s investments's investments in senior loans (and other assets in which the Sub-Adviser is authorized to invest), and will comply with the provisions of the Trust’s Fund's Declaration of Trust and By-laws, each as amended from time to time (and communicated by the “Trust Documents”)Fund or Manager to Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of each the Fund. The Fund or Manager will provide Sub-Adviser with current copies of the Trust DocumentsFund's Declaration of Trust, each Fund’s By-laws, prospectus and Statement of Additional Information and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to Sub-Adviser’s 's performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other Manager and the Fund from time to time at reasonable times to review investment policies of each the Fund and to consult with each other regarding the investment affairs of each the Fund. Sub-Adviser will report to Manager and the Board of Trustees and to Manager with respect to the implementation of its investment program for each Fundsuch program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities investments for each the Fund, and is directed to use its best commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of each the Fund’s 's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the FundsFund, or be in breach of any obligation owing to the Trust or the Funds Fund under this Agreement, or otherwise, solely by reason of its having caused a the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s 's overall responsibilities with respect to its accounts, including the FundsFund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, a the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which that another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determines determined in good faith that the commission or spread paid is was reasonable in relation to the services providedprovided and complies with the Fund's policies and procedures. The Fund may adopt policies and procedures that modify or restrict the Sub-Adviser's authority regarding the execution of the Fund's portfolio transactions provided above. All purchase and sale orders and related transactions shall be placed through brokers, dealers or banks selected by Sub-Adviser, upon such instructions as may be given or authorized by Sub-Adviser. In placing orders for corporate loans, which are generally privately negotiated principal transactions, Sub-Adviser may select the agent bank or selling party, in its discretion, in a manner consistent with the principles of best execution. The selection of the agent or selling party will be determined by Sub-Adviser based upon a number of factors, including the best price obtainable, the desired time of the trade, confidentiality, execution and operational capabilities, ongoing borrower diligence, reputation for integrity and sound financial condition and practices. In broker transactions, Sub-Adviser exercises discretion to determine the commission rates, if any, subject to the requirements to obtain best execution as described above. In addition, Sub-Adviser may, to the extent permitted by applicable law, aggregate purchase and sale orders of securities placed with respect to the assets of the Fund with similar orders being made simultaneously for other accounts managed by Sub-Adviser or its affiliates, if in Sub-Adviser's reasonable judgment such aggregation shall result in an overall economic benefit to the Fund, taking into consideration the advantageous selling or purchase price, brokerage commissions and other expenses. In the event that a purchase or sale of an asset of the Fund occurs as part of any aggregate sale or purchase orders, the objective of Sub-Adviser and any of its affiliates involved in such transaction shall be to allocate the securities so purchased or sold, as well as expenses incurred in the transaction, among the Fund and other accounts in an equitable manner. Nevertheless, the Fund and Manager acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to the price or size of the securities positions obtainable or salable. Whenever the Fund and one or more other investment advisory clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by Sub-Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being fully invested that would not occur if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, Sub-Adviser and its affiliates may purchase securities or loans of an issuer for one client and at approximately the same time recommend selling or sell the same or similar types of securities or loans for another client. Sub-Adviser will properly not arrange purchases or sales of securities or loans between the Fund and other accounts unless (a) such purchases or sales are in accordance with applicable law and the Fund's policies and procedures and (b) the Sub-Adviser determines the purchase or sale is in the best interests of the Fund. Subject to compliance with the foregoing conditions, if the Sub-Adviser does arrange for the purchase or sale of securities or loans between the Fund and other accounts, the Sub-Adviser in these transactions will obtain a transaction price from one or more unaffiliated third party dealers or a quotation service and effect the trade at the mean of the bid and asked prices quoted by such dealer or at the price obtained from the quotation service. The Sub-Adviser will communicate to the officers and trustees of the Trust Fund such information relating to transactions for each the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the TrustFund, Manager Manager, or Sub-Adviser, except as may be permitted under the 1940 Act, and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Manager and the Trust’s Board of Trustees (the “Board”)Trustees, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion Fund, all on behalf of each the Fund’s investment portfolio allocated by Manager to Sub-Adviser. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Trust, will monitor each the Fund’s investments, and will comply with the provisions of the Trust’s Declaration of Trust and By-laws, each as amended from time to time (the “Trust Documents”)time, and the stated investment objectives, policies and restrictions of each the Fund. Manager will provide Sub-Adviser with current copies of the Trust’s Declaration of Trust Documentsand By-laws, each the Fund’s prospectus and Statement of Additional Information and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to Sub-Adviser’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each the Fund and to consult with each other regarding the investment affairs of each the Fund. Sub-Adviser will report to Manager and the Trust’s Board of Trustees with respect to the implementation of its investment program for each Fundsuch program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for each the Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of each the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the FundsFund, or be in breach of any obligation owing to the Trust or the Funds Fund under this Agreement, or otherwise, solely by reason of its having caused a the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or Sub-Adviser’s overall responsibilities with respect to its accounts, including the FundsFund, as to which it exercises investment discretion. In addition, if in the judgment of Sub-Adviser, a the Fund would be benefited by supplemental services, Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that Sub-Adviser determines in good faith that the commission or spread paid is reasonable in relation to the services provided. Sub-Adviser will properly communicate to the officers and trustees of the Trust such information relating to transactions for each the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to Manager, Sub-Adviser or any affiliated person of the Trust, Manager or Sub-Adviser, except as may be permitted under the 1940 Act, and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Manager and the Trust’s Board of Trustees (and the “Board”)Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion each Fund, all on behalf of each Fund’s investment portfolio allocated by Manager to Sub-Adviser. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Trust, will monitor each Fund’s investments, and will comply with the provisions of the Trust’s Declaration of Trust and By-laws, each as amended from time to time (the “Trust Documents”)time, and the stated investment objectives, policies and restrictions of each Fund. Manager will provide Sub-Adviser with current copies of the Trust DocumentsTrust’s Declaration of Trust, each Fund’s By-laws, prospectus and Statement of Additional Information and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to Sub-Adviser’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each Fund and to consult with each other regarding the investment affairs of each Fund. Sub-Adviser will report to Manager and the Board of Trustees and to Manager with respect to the implementation of its investment program for each Fundsuch program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for each Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of each Fundthe Trust’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Funds, or be in breach of any obligation owing to the Trust or the Funds under this Agreement, or otherwise, solely by reason of its having caused a Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities with respect to its accounts, including the Funds, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, a Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determines determined in good faith that the commission or spread paid is was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust such information relating to transactions for each Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the Trust, Manager Manager, or Sub-Adviser, except as may be permitted under the 1940 Act, Act and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. ; Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Manager and the TrustFund’s Board of Trustees (and the “Board”)Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion Fund, all on behalf of each the Fund’s investment portfolio allocated by Manager to Sub-Adviser. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the TrustFund, will monitor each the Fund’s investments, and will comply with the provisions of the TrustFund’s Declaration of Trust and By-laws, each as amended from time to time (the “Trust Documents”)time, and the stated investment objectives, policies and restrictions of each the Fund. Manager will provide Sub-Adviser with current copies of the Trust Documents, each Fund’s Declaration of Trust, By-laws, prospectus and Statement of Additional Information and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to Sub-Adviser’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each the Fund and to consult with each other regarding the investment affairs of each the Fund. Sub-Adviser will report to Manager and the Board of Trustees and to Manager with respect to the implementation of its investment program for each Fundsuch program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for each the Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of each the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the FundsFund, or be in breach of any obligation owing to the Trust or the Funds Fund under this Agreement, or otherwise, solely by reason of its having caused a the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities with respect to its accounts, including the FundsFund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, a the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determines determined in good faith that the commission or spread paid is was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust Fund such information relating to transactions for each the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the TrustFund, Manager Manager, or Sub-Adviser, except as may be permitted under the 1940 Act, and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. ; Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Manager and the Trust’s Board of Trustees (the “Board”), Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion of each Fund’s investment portfolio allocated by Manager to Sub-Adviser. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Trust, will monitor each Fund’s investments, and will comply with the provisions of the Trust’s Declaration of Trust and By-laws, each as amended from time to time (the “Trust Documents”), and the stated investment objectives, policies and restrictions of each Fund. Manager will provide Sub-Adviser with current copies of the Trust Documents, each Fund’s prospectus and Statement of Additional Information and any amendments thereto, and any objectives, policies or restrictions not appearing therein as they may be relevant to Sub-Adviser’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each Fund and to consult with each other regarding the investment affairs of each Fund. Sub-Adviser will report to Manager and the Board with respect to the implementation of its investment program for each Fund. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for each Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of each Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fundsa Fund, or be in breach of any obligation owing to the Trust or the Funds each Fund under this Agreement, or otherwise, solely by reason of its having caused a Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or Sub-Adviser’s overall responsibilities with respect to its accounts, including the Fundsa Fund, as to which it exercises investment discretion. In addition, if in the judgment of Sub-Adviser, a Fund would be benefited by supplemental services, Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that Sub-Adviser determines in good faith that the commission or spread paid is reasonable in relation to the services provided. Sub-Adviser will properly communicate to the officers and trustees of the Trust such information relating to transactions for each Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to Manager, Sub-Adviser or any affiliated person of the Trust, Manager or Sub-Adviser, except as may be permitted under the 1940 Act, and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Manager and the Trust’s 's Board of Trustees (and the “Board”)Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion each Fund, all on behalf of each Fund’s investment portfolio allocated by Manager to Sub-Adviser. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Trust, will monitor each Fund’s 's investments, and will comply with the provisions of the Trust’s 's Declaration of Trust and By-laws, each as amended from time to time (the “Trust Documents”)time, and the stated investment objectives, policies and restrictions of each Fund. Manager will provide Sub-Adviser with current copies of the Trust DocumentsTrust's Declaration of Trust, each Fund’s By-laws, prospectus and Statement of Additional Information and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to Sub-Adviser’s 's performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each Fund and to consult with each other regarding the investment affairs of each Fund. Sub-Adviser will report to Manager and the Board of Trustees and to Manager with respect to the implementation of its investment program for each Fundsuch program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for each Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of each Fund’s the Trust's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the FundsFund, or be in breach of any obligation owing to the Trust or the Funds Fund under this Agreement, or otherwise, solely by reason of its having caused a Fund the Trust to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a Fund the Trust in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s 's overall responsibilities with respect to its accounts, including the FundsTrust, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, a Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determines determined in good faith that the commission or spread paid is was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust such information relating to transactions for each Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the Trust, Manager Manager, or Sub-Adviser, except as may be permitted under the 1940 Act, Act and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. ; Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Manager and the Trust’s Board of Trustees (the “Board”)) and the Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion Fund, all on behalf of each the Fund’s investment portfolio allocated by Manager to Sub-Adviser. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Trust, will monitor each the Fund’s investments, and will comply with the provisions of the Trust’s Declaration of Trust and By-laws, each as amended from time to time (the “Trust Documents”)time, and the stated investment objectives, policies and restrictions of each the Fund. Manager will provide Sub-Adviser with current copies of the Trust DocumentsTrust’s Declaration of Trust, each Fund’s By-laws, prospectus and Statement of Additional Information and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to Sub-Adviser’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each the Fund and to consult with each other regarding the investment affairs of each the Fund. Sub-Adviser will report to Manager and the Board and to Manager with respect to the implementation of its investment program for each Fundprogram. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for each the Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of each Fundthe Trust’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the FundsFund, or be in breach of any obligation owing to the Trust or the Funds Fund under this Agreement, or otherwise, solely by reason of its having caused a the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities with respect to its accounts, including the FundsFund, as to which it exercises investment discretion. In addition, if if, in the judgment of the Sub-Adviser, a the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determines determined in good faith that the commission or spread paid is was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust such information relating to transactions for each the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the Trust, Manager or Sub-Adviser, except as may be permitted under the 1940 Act, Act and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Manager and the Trust’s 's Board of Trustees (and the “Board”)Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion Fund, all on behalf of each the Fund’s investment portfolio allocated by Manager to Sub-Adviser. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Trust, and will monitor each the Fund’s ' investments, and will comply with the provisions of the Trust’s 's Declaration of Trust and By-laws, each as amended from time to time (the “Trust Documents”)time, and the stated investment objectives, policies and restrictions of each the Fund. Manager will provide Sub-Adviser with current copies of the Trust DocumentsTrust's Declaration of Trust, each Fund’s prospectus and Statement of Additional Information By-laws, SEC registration statement (including the prospectus) and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to Sub-Adviser’s 's performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each the Fund and to consult with each other regarding the investment affairs of each the Fund. Sub-Adviser will report to Manager and the Board of Trustees and to Manager with respect to the implementation of its investment program for each Fundsuch program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for each the Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of each the Fund’s 's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the FundsFund, or be in breach of any obligation owing to the Trust or the Funds Fund under this Agreement, or otherwise, solely by reason of its having caused a the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s 's overall responsibilities with respect to its accounts, including the FundsFund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, a the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determines determined in good faith that the commission or spread paid is was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust such information relating to transactions for each any Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the Trust, Manager Manager, or Sub-Adviser, except as may be permitted under the 1940 Act, and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. ; Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Manager and the Trust’s 's Board of Trustees (and the “Board”)Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion each Fund, all on behalf of each Fund’s investment portfolio allocated by Manager to Sub-Adviser. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Trust, will monitor each Fund’s 's investments, and will comply with the provisions of the Trust’s 's Declaration of Trust and By-laws, each as amended from time to time (the “Trust Documents”)time, and the stated investment objectives, policies and restrictions of each Fund. Manager will provide Sub-Adviser with current copies of the Trust DocumentsTrust's Declaration of Trust, each Fund’s By-laws, prospectus and Statement of Additional Information and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to Sub-Adviser’s 's performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each Fund and to consult with each other regarding the investment affairs of each Fund. Sub-Adviser will report to Manager and the Board of Trustees and to Manager with respect to the implementation of its investment program for each Fundsuch program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for each Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of each Fund’s the Trust's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Funds, or be in breach of any obligation owing to the Trust or the Funds under this Agreement, or otherwise, solely by reason of its having caused a Fund the Trust to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a Fund the Trust in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s 's overall responsibilities with respect to its accounts, including the FundsTrust, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, a Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determines determined in good faith that the commission or spread paid is was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust such information relating to transactions for each Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the Trust, Manager Manager, or Sub-Adviser, except as may be permitted under the 1940 Act, Act and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. ; Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Manager and the Trust’s 's Board of Trustees (and the “Board”)Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion each Fund, all on behalf of each Fund’s investment portfolio allocated by Manager to , except for Nuveen Global Value Fund, the Sub-AdviserAdviser shall provide services only with respect to the assets of the Fund allocated to international investments. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the each Trust, will monitor each Fund’s 's investments, and will comply with the provisions of the Trust’s Trusts' Declaration of Trust and By-laws, each as amended from time to time (the “Trust Documents”)time, and the stated investment objectives, policies and restrictions of each Fund. Manager will provide Sub-Adviser with current copies of the Trust Documentseach Trust's Declaration of Trust, each Fund’s By-laws, prospectus and Statement of Additional Information and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to Sub-Adviser’s 's performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each Fund and to consult with each other regarding the investment affairs of each Fund. Sub-Adviser will report to Manager and the Board of Trustees and to Manager with respect to the implementation of its investment program for each Fundsuch program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for each Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of each Fund’s Trust's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust Trusts or the Funds, or be in breach of any obligation owing to the Trust Trusts or the Funds under this Agreement, or otherwise, solely by reason of its having caused a Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s 's overall responsibilities with respect to its accounts, including the Funds, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, a Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determines determined in good faith that the commission or spread paid is was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the each Trust such information relating to transactions for each Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the TrustTrusts, Manager Manager, or Sub-Adviser, except as may be permitted under the 1940 Act, Act and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. ; Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Manager and the Trust’s Board of Trustees (and the “Board”)Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion each Fund, all on behalf of each Fund’s investment portfolio allocated by Manager to , except for Nuveen Global Value Fund, the Sub-AdviserAdviser shall provide services only with respect to the assets of the Fund allocated to international investments. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the each Trust, will monitor each Fund’s investments, and will comply with the provisions of the Trust’s Declaration of Trust and By-laws, each as amended from time to time (the “Trust Documents”)time, and the stated investment objectives, policies and restrictions of each Fund. Manager will provide Sub-Adviser with current copies of the Trust Documentseach Trust’s Declaration of Trust, each Fund’s By-laws, prospectus and Statement of Additional Information and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to Sub-Adviser’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each Fund and to consult with each other regarding the investment affairs of each Fund. Sub-Adviser will report to Manager and the Board of Trustees and to Manager with respect to the implementation of its investment program for each Fundsuch program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for each Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of each FundTrust’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the FundsFund, or be in breach of any obligation owing to the Trust or the Funds Fund under this Agreement, or otherwise, solely by reason of its having caused a Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities with respect to its accounts, including the FundsFund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, a Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determines determined in good faith that the commission or spread paid is was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the each Trust such information relating to transactions for each Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the Trust, Manager Manager, or Sub-Adviser, except as may be permitted under the 1940 Act, Act and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. ; Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Manager and the Trust’s Board of Trustees (and the “Board”)Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion Fund, all on behalf of each the Fund’s investment portfolio allocated by Manager to Sub-Adviser. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Trust, will monitor each the Fund’s investments, and will comply with the provisions of the Trust’s Declaration of Trust and By-laws, each as amended from time to time (the “Trust Documents”)time, and the stated investment objectives, policies and restrictions of each the Fund. Manager will provide Sub-Adviser with current copies of the Trust DocumentsTrust’s Declaration of Trust, each Fund’s By-laws, prospectus and Statement of Additional Information and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to Sub-Adviser’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each the Fund and to consult with each other regarding the investment affairs of each the Fund. Sub-Adviser will report to Manager and the Board of Trustees and to Manager with respect to the implementation of its investment program for each Fundsuch program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for each the Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of each Fundthe Trust’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the FundsFund, or be in breach of any obligation owing to the Trust or the Funds Fund under this Agreement, or otherwise, solely by reason of its having caused a Fund the Trust to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a Fund the Trust in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities with respect to its accounts, including the FundsTrust, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, a the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determines determined in good faith that the commission or spread paid is was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust such information relating to transactions for each the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the Trust, Manager Manager, or Sub-Adviser, except as may be permitted under the 1940 Act, Act and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. ; Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Manager and the Trust’s Board of Trustees (the “Board”)and Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion each Fund, all on behalf of each Fund’s investment portfolio allocated by Manager to Sub-Adviser. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Trust, will monitor each Fund’s investments, and will comply with the provisions of the Trust’s Declaration of Trust and By-laws, each as amended from time to time (the “Trust Documents”)time, and the stated investment objectives, policies and restrictions of each Fund. Manager will provide Sub-Adviser with current copies of the Trust DocumentsTrust’s Declaration of Trust, each Fund’s By-laws, prospectus and Statement of Additional Information and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to Sub-Adviser’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each Fund and to consult with each other regarding the investment affairs of each Fund. Sub-Adviser will report to the Trust’s Board of Trustees and to Manager and the Board with respect to the implementation of its investment program for each Fundsuch program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for each Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of each Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Funds, or be in breach of any obligation owing to the Trust or the Funds under this Agreement, or otherwise, solely by reason of its having caused a Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or Sub-Adviser’s overall responsibilities with respect to its accounts, including the Funds, as to which it exercises investment discretion. In addition, if in the judgment of Sub-Adviser, a Fund would be benefited by supplemental services, Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that Sub-Adviser determines in good faith that the commission or spread paid is reasonable in relation to the services provided. Sub-Adviser will properly communicate to the officers and trustees of the Trust such information relating to transactions for each Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to Manager, Sub-Adviser or any affiliated person of the Trust, Manager or Sub-Adviser, except as may be permitted under the 1940 Act, and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Manager and the Trust’s Board of Trustees (the “Board”)and Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion Funds, all on behalf of each Fund’s investment portfolio allocated by Manager to Sub-Adviserthe Funds. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Trust, will monitor each Fund’s the Funds’ investments, and will comply with the provisions of the Trust’s Declaration of Trust and By-laws, each as amended from time to time (the “Trust Documents”)time, and the stated investment objectives, policies and restrictions of each Fundthe Funds. Manager will provide Sub-Adviser with current copies of the Trust DocumentsTrust’s Declaration of Trust, each Fund’s By-laws, prospectus and Statement of Additional Information and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to Sub-Adviser’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each Fund the Funds and to consult with each other regarding the investment affairs of each Fundthe Funds. Sub-Adviser will report to Manager and the Board of Trustees and to Manager with respect to the implementation of its investment program for each Fundsuch program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for each Fundthe Funds, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of each Fundthe Trust’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Funds, or be in breach of any obligation owing to the Trust or the Funds under this Agreement, or otherwise, solely by reason of its having caused a Fund the Funds to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a Fund the Funds in excess of the amount of commission another member of an exchange, broker or dealer would have charged if Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or Sub-Adviser’s overall responsibilities with respect to its accounts, including the Funds, as to which it exercises investment discretion. In addition, if in the judgment of Sub-Adviser, a Fund the Funds would be benefited by supplemental services, Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that Sub-Adviser determines determined in good faith that the commission or spread paid is was reasonable in relation to the services provided. Sub-Adviser will properly communicate to the officers and trustees of the Trust such information relating to transactions for each Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to Manager, Sub-Adviser or any affiliated person of either the Trust, Manager Manager, or Sub-Adviser, except as may be permitted under the 1940 Act, and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. ; Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Manager and the Trust’s Fund's Board of Trustees (and the “Board”)Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion Portfolio, all on behalf of each Fund’s investment portfolio allocated by Manager to Sub-Adviserthe Portfolio. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the TrustFund (as set forth in Section 7, below), and will monitor each Fund’s the Portfolio's investments, and will comply with the provisions of the Trust’s Fund's Declaration of Trust and By-laws, each as amended from time to time (the “Trust Documents”)time, and the stated investment objectives, policies and restrictions of each Fundthe Portfolio. Manager will provide Sub-Adviser with current copies of the Trust DocumentsFund's Declaration of Trust, each Fund’s By-laws, prospectus and Statement of Additional Information and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to Sub-Sub- Adviser’s 's performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each Fund the Portfolio and to consult with each other regarding the investment affairs of each Fundthe Portfolio. Sub-Adviser will report to Manager and the Board of Trustees and to Manager with respect to the implementation of its investment program for each Fundsuch program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for each Fundthe Portfolio, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of each the Fund’s 's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust Fund or the FundsPortfolio, or be in breach of any obligation owing to the Trust Fund or the Funds Portfolio under this Agreement, or otherwise, solely by reason of its having caused a the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if Sub-the Sub- Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s 's overall responsibilities with respect to its accounts, including the FundsFund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, a Fund the Portfolio would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that Sub-the Sub- Adviser determines determined in good faith that the commission or spread paid is was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust Fund such information relating to transactions for each Fund any Portfolio as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the TrustFund, Manager Manager, or Sub-Sub- Adviser, except as may be permitted under the 1940 Act, and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. ; Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Manager and the Trust’s Board of Trustees (and the “Board”)Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion each Fund, all on behalf of each Fund’s investment portfolio allocated by Manager to Sub-Adviser. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Trust, will monitor each Fund’s investments, and will comply with the provisions of the Trust’s Declaration of Trust and By-laws, each as amended from time to time (the “Trust Documents”)time, and the stated investment objectives, policies and restrictions of each Fund. Manager will provide Sub-Adviser with current copies of the Trust DocumentsTrust’s Declaration of Trust, each Fund’s By-laws, prospectus and Statement of Additional Information and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to Sub-Adviser’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each Fund and to consult with each other regarding the investment affairs of each Fund. Sub-Adviser will report to Manager and the Board of Trustees and to Manager with respect to the implementation of its investment program for each Fundsuch program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for each Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of each Fundthe Trust’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Funds, or be in breach of any obligation owing to the Trust or the Funds under this Agreement, or otherwise, solely by reason of its having caused a Fund the Trust to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a Fund the Trust in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities with respect to its accounts, including the FundsTrust, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, a Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determines determined in good faith that the commission or spread paid is was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust such information relating to transactions for each Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the Trust, Manager Manager, or Sub-Adviser, except as may be permitted under the 1940 Act, Act and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. ; Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Manager and the Trust’s Fund's ------------------------ Board of Trustees (and the “Board”)Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion Fund, all on behalf of each the Fund’s investment portfolio allocated by Manager to Sub-Adviser. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the TrustFund, will monitor each the Fund’s 's investments, and will comply with the provisions of the Trust’s Fund's Declaration of Trust and By-laws, each as amended from time to time (the “Trust Documents”)time, and the stated investment objectives, policies and restrictions of each the Fund. Manager will provide Sub-Adviser with current copies of the Trust DocumentsFund's Declaration of Trust, each Fund’s By-laws, prospectus and Statement of Additional Information and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to Sub-Adviser’s 's performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each the Fund and to consult with each other regarding the investment affairs of each the Fund. Sub-Adviser will report to Manager and the Board of Trustees and to Manager with respect to the implementation of its investment program for each Fundsuch program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for each the Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of each the Fund’s 's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the FundsFund, or be in breach of any obligation owing to the Trust or the Funds Fund under this Agreement, or otherwise, solely by reason of its having caused a the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s 's overall responsibilities with respect to its accounts, including the FundsFund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, a the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determines determined in good faith that the commission or spread paid is was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust Fund such information relating to transactions for each the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the TrustFund, Manager Manager, or Sub-Adviser, except as may be permitted under the 1940 Act, and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. ; Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Manager and the Trust’s Board of Trustees (the “Board”), Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion of each Fund’s investment portfolio allocated to the Sub-Adviser by Manager to Sub-Adviseror its delegate. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Trust, will monitor the portion of each Fund’s investmentsinvestment portfolio allocated to it, and will comply with the provisions of the Trust’s Declaration of Trust and By-laws, each as amended from time to time (the “Trust Documents”), and the stated investment objectives, policies and restrictions of each Fund. Manager will provide Sub-Adviser with current copies of the Trust Documents, each Fund’s prospectus and Statement of Additional Information and any amendments thereto, and any objectives, policies or restrictions not appearing therein as they may be relevant to Sub-Adviser’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each Fund and to consult with each other regarding the investment affairs of each Fund. Sub-Adviser will report to Manager and the Board with respect to the implementation of its investment program for each Fund. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for each Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of each Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Funds, or be in breach of any obligation owing to the Trust or the Funds under this Agreement, or otherwise, solely by reason of its having caused a Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or Sub-Adviser’s overall responsibilities with respect to its accounts, including the Funds, as to which it exercises investment discretion. In addition, if in the judgment of Sub-Adviser, a Fund would be benefited by supplemental services, Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that Sub-Adviser determines in good faith that the commission or spread paid is reasonable in relation to the services provided. Sub-Adviser will properly communicate to the officers and trustees of the Trust such information relating to transactions for each Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to Manager, Sub-Adviser or any affiliated person of the Trust, Manager or Sub-Adviser, except as may be permitted under the 1940 Act, and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Manager and the Trust’s Board of Trustees (the “Board”)) and the Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion Fund, all on behalf of each the Fund’s investment portfolio allocated by Manager to Sub-Adviser. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Trust, will monitor each the Fund’s investments, and will comply with the provisions of the Trust’s Declaration of Trust and By-laws, each as amended from time to time (the “Trust Documents”)time, and the stated investment objectives, policies and restrictions of each the Fund. Manager will provide Sub-Adviser with current copies of the Trust DocumentsTrust’s Declaration of Trust, each Fund’s By-laws, prospectus and Statement of Additional Information and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to Sub-Adviser’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each the Fund and to consult with each other regarding the investment affairs of each the Fund. Sub-Adviser will report to Manager and the Board and to Manager with respect to the implementation of its investment program for each Fundsuch program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for each the Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of each Fundthe Trust’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the FundsFund, or be in breach of any obligation owing to the Trust or the Funds Fund under this Agreement, or otherwise, solely by reason of its having caused a the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities with respect to its accounts, including the FundsFund, as to which it exercises investment discretion. In addition, if if, in the judgment of the Sub-Adviser, a the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determines determined in good faith that the commission or spread paid is was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust such information relating to transactions for each the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the Trust, Manager or Sub-Adviser, except as may be permitted under the 1940 Act, Act and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Manager and the Trust’s 's Board of Trustees (and the “Board”)Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion Fund, all on behalf of each the Fund’s investment portfolio allocated by Manager to Sub-Adviser. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Trust, will monitor each the Fund’s 's investments, and will comply with the provisions of the Trust’s 's Declaration of Trust and By-laws, each as amended from time to time (the “Trust Documents”)time, and the stated investment objectives, policies and restrictions of each the Fund. Manager will provide Sub-Adviser with current copies of the Trust DocumentsTrust's Declaration of Trust, each Fund’s By-laws, prospectus and Statement of Additional Information and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to Sub-Adviser’s 's performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each the Fund and to consult with each other regarding the investment affairs of each the Fund. Sub-Sub- Adviser will report to Manager and the Board of Trustees and to Manager with respect to the implementation of its investment program for each Fundsuch program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for each the Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of each Fund’s the Trust's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the FundsFund, or be in breach of any obligation owing to the Trust or the Funds Fund under this Agreement, or otherwise, solely by reason of its having caused a Fund the Trust to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a Fund the Trust in excess of the amount of commission another member of an exchange, broker or dealer would have charged if Sub-the Sub- Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s 's overall responsibilities with respect to its accounts, including the FundsTrust, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, a the Fund would be benefited by supplemental services, Sub-the Sub- Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that Sub-the Sub- Adviser determines determined in good faith that the commission or spread paid is was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust such information relating to transactions for each the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the Trust, Manager Manager, or Sub-Adviser, except as may be permitted under the 1940 Act, and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. ; Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Manager and the Trust’s Fund's Board of Trustees (and the “Board”)Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion Portfolio, all on behalf of each Fund’s investment portfolio allocated by Manager to Sub-Adviserthe Portfolio. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the TrustFund (as set forth in Section 7, below), and will monitor each Fund’s the Portfolio's investments, and will comply with the provisions of the Trust’s Fund's Declaration of Trust and By-laws, each as amended from time to time (the “Trust Documents”)time, and the stated investment objectives, policies and restrictions of each Fundthe Portfolio. Manager will provide Sub-Adviser with current copies of the Trust DocumentsFund's Declaration of Trust, each Fund’s By-laws, prospectus and Statement of Additional Information and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to Sub-Adviser’s 's performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each Fund the Portfolio and to consult with each other regarding the investment affairs of each Fundthe Portfolio. Sub-Adviser will report to Manager and the Board of Trustees and to Manager with respect to the implementation of its investment program for each Fundsuch program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for each Fundthe Portfolio, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of each the Fund’s 's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust Fund or the FundsPortfolio, or be in breach of any obligation owing to the Trust Fund or the Funds Portfolio under this Agreement, or otherwise, solely by reason of its having caused a the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s 's overall responsibilities with respect to its accounts, including the FundsFund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, a Fund the Portfolio would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determines determined in good faith that the commission or spread paid is was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust Fund such information relating to transactions for each Fund any Portfolio as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the TrustFund, Manager Manager, or Sub-Adviser, except as may be permitted under the 1940 Act, and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. ; Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Manager and the Trust’s Board of Trustees (and the “Board”)Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion Fund, all on behalf of each the Fund’s investment portfolio allocated by Manager to Sub-Adviser. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Trust, will monitor each the Fund’s investments, and will comply with the provisions of the Trust’s Declaration of Trust and By-laws, each as amended from time to time (the “Trust Documents”)time, and the stated investment objectives, policies and restrictions of each the Fund. Manager will provide Sub-Adviser with current copies of the Trust’s Declaration of Trust Documentsand By-laws, each the Fund’s prospectus and Statement of Additional Information and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to Sub-Adviser’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each the Fund and to consult with each other regarding the investment affairs of each the Fund. Sub-Adviser will report to Manager and the Trust’s Board of Trustees with respect to the implementation of its investment program for each Fundsuch program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for each the Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of each the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the FundsFund, or be in breach of any obligation owing to the Trust or the Funds Fund under this Agreement, or otherwise, solely by reason of its having caused a the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or Sub-Adviser’s overall responsibilities with respect to its accounts, including the FundsFund, as to which it exercises investment discretion. In addition, if in the judgment of Sub-Adviser, a the Fund would be benefited by supplemental services, Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that Sub-Adviser determines in good faith that the commission or spread paid is reasonable in relation to the services provided. Sub-Adviser will properly communicate to the officers and trustees of the Trust such information relating to transactions for each the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to Manager, Sub-Adviser or any affiliated person of the Trust, Manager or Sub-Adviser, except as may be permitted under the 1940 Act, and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Manager and the Trust’s Fund's Board of Trustees (and the “Board”)Manager, the Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of the Fund, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion Fund's investment portfolio, all on behalf of each the Fund and as described in the Fund’s investment portfolio allocated by Manager 's most recent effective registration statement on Form N-2, as the same may thereafter be amended from time to Sub-Advisertime. In the performance of its duties, the Sub-Adviser will in all material respects (a) satisfy its any applicable fiduciary duties it may have to the TrustFund, will (b) monitor each the Fund’s 's investments, and will (c) comply with the provisions of the Trust’s Fund's Declaration of Trust and By-laws, each as amended from time to time (and communicated by the “Trust Documents”)Fund or the Manager to the Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of each the Fund as such objectives, policies and restrictions may subsequently be changed by the Fund's Board of Trustees and communicated by the Fund or the Manager to the Sub-Adviser in writing. The Fund or the Manager will provide has provided the Sub-Adviser with current copies of the Trust DocumentsFund's Declaration of Trust, each Fund’s prospectus and Statement By-laws, prospectus, statement of Additional Information additional information and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to the Sub-Adviser’s 's performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each Fund and to consult with each other regarding the investment affairs of each Fund. Sub-Adviser will report to Manager and the Board with respect to the implementation of its investment program for each Fund. The Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities investments for each the Fund, and is directed to use its best commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of each the Fund’s 's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Subject to approval by the Fund's Board of Trustees and compliance with the policies and procedures adopted by the Board of Trustees for the Fund and to the extent permitted by and in conformance with applicable law (including Rule 17e-1 of the 1940 Act), the Sub-Adviser may select brokers or dealers affiliated with the Sub-Adviser. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the FundsFund, or be in breach of any obligation owing to the Trust or the Funds Fund under this Agreement, or otherwise, solely by reason of its having caused a the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s 's overall responsibilities with respect to its accounts, including the FundsFund, as to which it exercises investment discretion. In addition, the Sub-Adviser may, to the extent permitted by applicable law, aggregate purchase and sale orders of securities placed with respect to the assets of the Fund with similar orders being made simultaneously for other accounts managed by the Sub-Adviser or its affiliates, if in the judgment of Sub-Adviser's reasonable judgment such aggregation shall result in an overall economic benefit to the Fund, taking into consideration the selling or purchase price, brokerage commissions and other expenses. In the event that a purchase or sale of an asset of the Fund would be benefited by supplemental servicesoccurs as part of any aggregate sale or purchase orders, the objective of the Sub-Adviser and any of its affiliates involved in such transaction shall be to allocate the securities so purchased or sold, as well as expenses incurred in the transaction, among the Fund and other accounts in a fair and equitable manner. Nevertheless, the Fund and Manager acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to the price or size of the securities positions obtainable or salable. Whenever the Fund and one or more other investment advisory clients of the Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by the Sub-Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being fully invested that would not occur if such an allocation were not made. Moreover, it is authorized possible that due to pay spreads differing investment objectives or commissions to brokers or dealers furnishing such services in excess for other reasons, the Sub-Adviser and its affiliates may purchase securities of spreads or commissions which another broker or dealer may charge an issuer for one client and at approximately the same transactiontime recommend selling or sell the same or similar types of securities for another client. The Sub-Adviser will not arrange purchases or sales of securities between the Fund and other accounts advised by the Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 of the 1940 Act) and the Fund's xxxxxxxx and procedures, provided that (b) the Sub-Adviser determines the purchase or sale is in good faith the best interests of the Fund, and (c) the Fund's Board of Trustees has approved these types of transactions. The Fund may adopt policies and procedures that modify or restrict the commission or spread paid is reasonable in relation to Sub-Adviser's authority regarding the services providedexecution of the Fund's portfolio transactions provided herein. The Sub-Adviser will properly communicate to the officers and trustees of the Trust Fund such information relating to transactions for each the Fund as they may reasonably request. In no instance will the Fund's portfolio securities be purchased from or sold to the Manager, the Sub-Adviser or any affiliated person of either the TrustFund, Manager the Manager, or the Sub-Adviser, except as may be permitted under the 1940 Act, and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. The Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Manager and the Trust’s Board of Trustees (the “Board”)) and the Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion Fund, all on behalf of each the Fund’s investment portfolio allocated by Manager to Sub-Adviser. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Trust, will monitor each the Fund’s investments, and will comply with the provisions of the Trust’s Declaration of Trust and By-laws, each as amended from time to time (the “Trust Documents”)time, and the stated investment objectives, policies and restrictions of each the Fund. Manager will provide Sub-Adviser with current copies of the Trust DocumentsTrust’s Declaration of Trust, each Fund’s By-laws, prospectus and Statement of Additional Information and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to Sub-Adviser’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each the Fund and to consult with each other regarding the investment affairs of each the Fund. Sub-Adviser will report to Manager and the Board and to Manager with respect to the implementation of its investment program for each Fundprogram. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for each the Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of each Fundthe Trust’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the FundsFund, or be in breach of any obligation owing to the Trust or the Funds Fund under this Agreement, or otherwise, solely by reason of its having caused a the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities with respect to its accounts, including the FundsFund, as to which it exercises investment discretion. In addition, if if, in the judgment of the Sub-Adviser, a the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determines determined in good faith that the commission or spread paid is was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust such information relating to transactions for each the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the Trust, Manager or Sub-Adviser, except as may be permitted under the 1940 Act, Act and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Manager and the Trust’s Board of Trustees (the “Board”)Trustees, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion each Fund, all on behalf of each Fund’s investment portfolio allocated by Manager to Sub-Adviser. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Trust, will monitor each Fund’s investments, and will comply with the provisions of the Trust’s Declaration of Trust and By-laws, each as amended from time to time (the “Trust Documents”)time, and the stated investment objectives, policies and restrictions of each Fund. Manager will provide Sub-Adviser with current copies of the Trust’s Declaration of Trust Documentsand By-laws, each Fund’s prospectus and Statement of Additional Information and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to Sub-Adviser’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each Fund and to consult with each other regarding the investment affairs of each Fund. Sub-Adviser will report to Manager and the Trust’s Board of Trustees with respect to the implementation of its investment program for each Fundsuch program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for each Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of each Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Funds, or be in breach of any obligation owing to the Trust or the Funds under this Agreement, or otherwise, solely by reason of its having caused a Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or Sub-Adviser’s overall responsibilities with respect to its accounts, including the Funds, as to which it exercises investment discretion. In addition, if in the judgment of Sub-Sub- Adviser, a Fund would be benefited by supplemental services, Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that Sub-Adviser determines in good faith that the commission or spread paid is reasonable in relation to the services provided. Sub-Adviser will properly communicate to the officers and trustees of the Trust such information relating to transactions for each Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to Manager, Sub-Adviser or any affiliated person of the Trust, Manager or Sub-Adviser, except as may be permitted under the 1940 Act, and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Manager and the Trust’s Board of Trustees (and the “Board”)Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion Funds, all on behalf of each Fund’s investment portfolio allocated by Manager to Sub-Adviserthe Funds. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Trust, and will monitor each Fund’s the Funds’ investments, and will comply with the provisions of the Trust’s Declaration of Trust and By-laws, each as amended from time to time (the “Trust Documents”)time, and the stated investment objectives, policies and restrictions of each Fundthe Funds. Manager will provide Sub-Adviser with current copies of the Trust DocumentsTrust’s Declaration of Trust, each Fund’s prospectus and Statement of Additional Information By-laws, SEC registration statement (including the prospectus) and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to Sub-Adviser’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each Fund the Funds and to consult with each other regarding the investment affairs of each Fundthe Funds. Sub-Adviser will report to Manager and the Board of Trustees and to Manager with respect to the implementation of its investment program for each Fundsuch program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for each Fundthe Funds, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of each Fund’s the Funds’ orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Funds, or be in breach of any obligation owing to the Trust or the Funds under this Agreement, or otherwise, solely by reason of its having caused a Fund the Funds to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a Fund the Funds in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities with respect to its accounts, including the Funds, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, a Fund the Funds would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determines determined in good faith that the commission or spread paid is was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust such information relating to transactions for each any Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the Trust, Manager Manager, or Sub-Adviser, except as may be permitted under the 1940 Act, and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. ; Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Manager and the TrustFund’s Board of Trustees (and the “Board”)Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion of each the Fund’s investment portfolio allocated by Manager to the Sub-Adviser, all on behalf of the Fund. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the TrustFund, will monitor each the Fund’s investments, and will comply with the provisions of the TrustFund’s Declaration of Trust and By-laws, each as amended from time to time (the “Trust Documents”)time, and the stated investment objectives, policies and restrictions of each the Fund. Manager will provide Sub-Adviser with current copies of the Trust Documents, each Fund’s Declaration of Trust, By-laws, prospectus and Statement of Additional Information and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to Sub-Adviser’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each the Fund and to consult with each other regarding the investment affairs of each the Fund. Sub-Adviser will report to Manager and the Board of Trustees and to Manager with respect to the implementation of such program. The Sub-Adviser will vote all proxies solicited by or with respect to the issuers of securities which assets of the Fund’s investment portfolio allocated to Sub-Adviser are invested, consistent with its investment program for each proxy voting guidelines and based upon the best interests of the Fund. The Sub-Adviser will maintain appropriate records detailing its voting of proxies on behalf of the Fund and upon reasonable request will provide a report setting forth the proposals voted on and how the Fund’s shares were voted, including the name of the corresponding issuers. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for each the Fund, and is directed to use its best commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of each the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the FundsFund, or be in breach of any obligation owing to the Trust or the Funds Fund under this Agreement, or otherwise, solely by reason of its having caused a the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities with respect to its accounts, including the FundsFund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, a the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which that another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determines determined in good faith that the commission or spread paid is was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust Fund such information relating to transactions for each the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the TrustFund, Manager Manager, or Sub-Adviser, except as may be permitted under the 1940 Act, and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. ; Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Manager and the Trust’s Fund's Board of Trustees (and the “Board”)Manager, the Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of the Fund, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion Fund's investment portfolio, all on behalf of each the Fund and as described in the Fund’s investment portfolio allocated 's most recent registration statement as declared effective by Manager the SEC, and as the same may thereafter be amended from time to Sub-Advisertime. In the performance of its duties, the Sub-Adviser will in all material respects (a) satisfy its any applicable fiduciary duties it may have to the TrustFund, will (b) monitor each the Fund’s 's investments, and will (c) comply with the provisions of the Trust’s Fund's Declaration of Trust and By-laws, each as amended from time to time (and communicated by the “Trust Documents”)Fund or the Manager to the Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of each the Fund as such objectives, policies and restrictions may subsequently be changed by the Fund's Board of Trustees and communicated by the Fund or the Manager to the Sub-Adviser in writing. The Fund or the Manager will provide has provided the Sub-Adviser with current copies of the Trust DocumentsFund's Declaration of Trust, each Fund’s prospectus and Statement By-laws, prospectus, statement of Additional Information additional information and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to the Sub-Adviser’s 's performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each Fund and to consult with each other regarding the investment affairs of each Fund. Sub-Adviser will report to Manager and the Board with respect to the implementation of its investment program for each Fund. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities investments for each the Fund, and is directed to use its best commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of each Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction transaction, execution capabilities, speed, financing and research or other services provided. The Sub-Adviser is authorized to enter into repurchase agreements on behalf of the Fund, subject to any applicable policies and procedures adopted by the Board of Trustees for the Fund. Subject to approval by the Fund's Board of Trustees and compliance with the policies and procedures adopted by the Board of Trustees for the Fund and to the extent permitted by and in conformance with applicable law (including Rule 17e-1 of the 1940 Act), the Sub-Adviser may select brokers or dealers affiliated with the Sub-Adviser. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the FundsFund, or be in breach of any obligation owing to the Trust or the Funds Fund under this Agreement, or otherwise, solely by reason of its having caused a the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s 's overall responsibilities with respect to its accounts, including the FundsFund, as to which it exercises investment discretion. In addition, Sub-Adviser may, to the extent permitted by applicable law, aggregate purchase and sale orders of securities placed with respect to the assets of the Fund with similar orders being made simultaneously for other funds and accounts managed by Sub-Adviser or its affiliates, if the purchase of the particular security is consistent with the investment objectives and guidelines of each fund and account participating in the aggregated order and if in Sub-Adviser's reasonable judgment such aggregation shall result in the judgment best price and execution for each fund and account participating in the aggregated order, taking into consideration the selling or purchase price, brokerage commissions and other expenses. In the event that a purchase or sale of an asset of the Fund occurs as part of any aggregate sale or purchase orders, the objective of Sub-AdviserAdviser and any of its affiliates involved in such transaction shall be to allocate the securities so purchased or sold, as well as expenses incurred in the transaction, among the Fund and other accounts in an equitable manner. Nevertheless, the Fund and Manager acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to the price or size of the securities positions obtainable or salable. Whenever the Fund and one or more other investment advisory clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a Fund manner believed by Sub-Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being fully invested that would be benefited by supplemental servicesnot occur if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess and its affiliates may purchase securities of spreads or commissions which another broker or dealer may charge an issuer for one client and at approximately the same transactiontime recommend selling or sell the same or similar types of securities for another client. The Sub-Adviser will promptly forward to the Manager all proxies it receives which are solicited by or with respect to the issuers of securities in the Fund's investment portfolio. The Sub-Adviser will not arrange purchases or sales of securities between the Fund and other accounts advised by the Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 of the 1940 Act) and the Fuxx'x xxxicies and procedures, provided that (b) the Sub-Adviser determines the purchase or sale is in good faith the best interests of the Fund, and (c) the Fund's Board of Trustees has approved these types of transactions. The Fund may adopt policies and procedures that modify or restrict the commission or spread paid is reasonable in relation to Sub-Adviser's authority regarding the services providedexecution of the Fund's portfolio transactions provided herein. The Sub-Adviser will properly communicate to the officers and trustees of the Trust Fund such information relating to transactions for each the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, the Sub-Adviser or any affiliated person of either the TrustFund, Manager the Manager, or the Sub-Adviser, except as may be permitted under the 1940 Act, and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. The Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Manager and the Trust’s 's Board of Trustees (and the “Board”)Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion each Fund, all on behalf of each Fund’s investment portfolio allocated by Manager to Sub-Adviser. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Trust, will monitor each Fund’s 's investments, and will comply with the provisions of the Trust’s 's Declaration of Trust and By-laws, each as amended from time to time (the “Trust Documents”)time, and the stated investment objectives, policies and restrictions of each Fund. Manager will provide Sub-Adviser with current copies of the Trust DocumentsTrust's Declaration of Trust, each Fund’s By-laws, prospectus and Statement of Additional Information and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to Sub-Adviser’s 's performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each Fund and to consult with each other regarding the investment affairs of each Fund. Sub-Adviser will report to Manager and the Board of Trustees and to Manager with respect to the implementation of its investment program for each Fundsuch program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for each Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of each Fund’s the Trust's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Funds, or be in breach of any obligation owing to the Trust or the Funds under this Agreement, or otherwise, solely by reason of its having caused a Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s 's overall responsibilities with respect to its accounts, including the Funds, as to which it exercises investment discretion. In addition, if in the judgment of Sub-Adviser, a Fund would be benefited by supplemental services, Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that Sub-Adviser determines in good faith that the commission or spread paid is reasonable in relation to the services provided. Sub-Adviser will properly communicate to the officers and trustees of the Trust such information relating to transactions for each Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to Manager, Sub-Adviser or any affiliated person of the Trust, Manager or Sub-Adviser, except as may be permitted under the 1940 Act, and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. Sub-Adviser further agrees that it:investment

Services to be Performed. Subject always to the supervision of Manager and the Trust’s Board of Trustees (and the “Board”)Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion Portfolio, all on behalf of each Fund’s investment portfolio allocated by Manager to Sub-Adviserthe Portfolio. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the TrustFund (as set forth in Section 7, below), and will monitor each Fundthe Portfolio’s investments, and will comply with the provisions of the TrustFund’s Declaration of Trust and By-laws, each as amended from time to time (the “Trust Documents”)time, and the stated investment objectives, policies and restrictions of each Fundthe Portfolio. Manager will provide Sub-Adviser with current copies of the Trust Documents, each Fund’s Declaration of Trust, By-laws, prospectus and Statement of Additional Information and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to Sub-Adviser’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each Fund the Portfolio and to consult with each other regarding the investment affairs of each Fundthe Portfolio. Sub-Adviser will report to Manager and the Board of Trustees and to Manager with respect to the implementation of its investment program for each Fundsuch program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for each Fundthe Portfolio, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of each the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust Fund or the FundsPortfolio, or be in breach of any obligation owing to the Trust Fund or the Funds Portfolio under this Agreement, or otherwise, solely by reason of its having caused a the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities with respect to its accounts, including the FundsFund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, a Fund the Portfolio would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determines determined in good faith that the commission or spread paid is was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust Fund such information relating to transactions for each Fund any Portfolio as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the TrustFund, Manager Manager, or Sub-Adviser, except as may be permitted under the 1940 Act, and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. ; Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Manager and the Trust’s Fund's Board of Trustees (and the “Board”)Manager, the Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of the Fund, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion Fund's investment portfolio, all on behalf of each the Fund and as described in the Fund’s investment portfolio allocated by Manager 's most recent effective registration statement on Form N-2, as the same may thereafter be amended from time to Sub-Advisertime. In the performance of its duties, the Sub-Adviser will in all material respects (a) satisfy its any applicable fiduciary duties it may have to the TrustFund, will (b) monitor each the Fund’s 's investments, and will (c) comply with the provisions of the Trust’s Fund's Declaration of Trust and By-laws, each as amended from time to time (and communicated by the “Trust Documents”)Fund or the Manager to the Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of each the Fund as such objectives, policies and restrictions may subsequently be changed by the Fund's Board of Trustees and communicated by the Fund or the Manager to the Sub-Adviser in writing. The Fund or the Manager will provide has provided the Sub-Adviser with current copies of the Trust DocumentsFund's Declaration of Trust, each Fund’s prospectus and Statement By-laws, prospectus, statement of Additional Information additional information and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to the Sub-Adviser’s 's performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each Fund and to consult with each other regarding the investment affairs of each Fund. Sub-Adviser will report to Manager and the Board with respect to the implementation of its investment program for each Fund. The Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities investments for each the Fund, and is directed to use its best commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of each the Fund’s 's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Subject to approval by the Fund's Board of Trustees and compliance with the policies and procedures adopted by the Board of Trustees for the Fund and to the extent permitted by and in conformance with applicable law (including Rule 17e-1 of the 1940 Act), the Sub-Adviser may select brokers or dealers affiliated with the Sub-Adviser. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the FundsFund, or be in breach of any obligation owing to the Trust or the Funds Fund under this Agreement, or otherwise, solely by reason of its having caused a the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s 's overall responsibilities with respect to its accounts, including the FundsFund, as to which it exercises investment discretion. In addition, the Sub-Adviser may, to the extent permitted by applicable law, aggregate purchase and sale orders of securities placed with respect to the assets of the Fund with similar orders being made simultaneously for other accounts managed by the Sub-Adviser or its affiliates, if in the judgment of Sub-Adviser's reasonable judgment such aggregation shall result in an overall economic benefit to the Fund, taking into consideration the selling or purchase price, brokerage commissions and other expenses. In the event that a purchase or sale of an asset of the Fund would be benefited by supplemental servicesoccurs as part of any aggregate sale or purchase orders, the objective of the Sub-Adviser and any of its affiliates involved in such transaction shall be to allocate the securities so purchased or sold, as well as expenses incurred in the transaction, among the Fund and other accounts in a fair and equitable manner. Nevertheless, the Fund and Manager acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to the price or size of the securities positions obtainable or salable. Whenever the Fund and one or more other investment advisory clients of the Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by the Sub-Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being fully invested that would not occur if such an allocation were not made. Moreover, it is authorized possible that due to pay spreads differing investment objectives or commissions to brokers or dealers furnishing such services in excess for other reasons, the Sub-Adviser and its affiliates may purchase securities of spreads or commissions which another broker or dealer may charge an issuer for one client and at approximately the same transactiontime recommend selling or sell the same or similar types of securities for another client. The Sub-Adviser will not arrange purchases or sales of securities between the Fund and other accounts advised by the Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 of the 1940 Act) and the Fxxx'x xxlicies and procedures, provided that (b) the Sub-Adviser determines the purchase or sale is in good faith the best interests of the Fund, and (c) the Fund's Board of Trustees has approved these types of transactions. The Fund may adopt policies and procedures that modify or restrict the commission or spread paid is reasonable in relation to Sub-Adviser's authority regarding the services providedexecution of the Fund's portfolio transactions provided herein. The Sub-Adviser will properly communicate to the officers and trustees of the Trust Fund such information relating to transactions for each the Fund as they may reasonably request. In no instance will the Fund's portfolio securities be purchased from or sold to the Manager, the Sub-Adviser or any affiliated person of either the TrustFund, Manager the Manager, or the Sub-Adviser, except as may be permitted under the 1940 Act, and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. The Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Manager and the Trust’s 's Board of Trustees (and the “Board”)Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion each Fund, all on behalf of each Fund’s investment portfolio allocated by Manager to Sub-Adviser. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Trust, will monitor each Fund’s 's investments, and will comply with the provisions of the Trust’s 's Declaration of Trust and By-laws, each as amended from time to time (the “Trust Documents”)time, and the stated investment objectives, policies and restrictions of each Fund. Manager will provide Sub-Adviser with current copies of the Trust DocumentsTrust's Declaration of Trust, each Fund’s By-laws, prospectus and Statement of Additional Information and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to Sub-Adviser’s 's performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each Fund and to consult with each other regarding the investment affairs of each Fund. Sub-Adviser will report to Manager and the Board of Trustees and to Manager with respect to the implementation of its investment program for each Fundsuch program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for each Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of each Fund’s the Trust's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Funds, or be in breach of any obligation owing to the Trust or the Funds under this Agreement, or otherwise, solely by reason of its having caused a Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s 's overall responsibilities with respect to its accounts, including the Funds, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, a Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determines determined in good faith that the commission or spread paid is was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust such information relating to transactions for each Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the Trust, Manager Manager, or Sub-Adviser, except as may be permitted under the 1940 Act, Act and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. ; Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Manager and the Trust’s Board of Trustees (and the “Board”)Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion Fund, all on behalf of each the Fund’s investment portfolio allocated by Manager to Sub-Adviser. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Trust, and will monitor each the Fund’s ’ investments, and will comply with the provisions of the Trust’s Declaration of Trust and By-laws, each as amended from time to time (the “Trust Documents”)time, and the stated investment objectives, policies and restrictions of each the Fund. Manager will provide Sub-Adviser with current copies of the Trust DocumentsTrust’s Declaration of Trust, each Fund’s prospectus and Statement of Additional Information By-laws, SEC registration statement (including the prospectus) and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to Sub-Adviser’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each the Fund and to consult with each other regarding the investment affairs of each the Fund. Sub-Adviser will report to Manager and the Board of Trustees and to Manager with respect to the implementation of its investment program for each Fundsuch program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for each the Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of each the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the FundsFund, or be in breach of any obligation owing to the Trust or the Funds Fund under this Agreement, or otherwise, solely by reason of its having caused a the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities with respect to its accounts, including the FundsFund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, a the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determines determined in good faith that the commission or spread paid is was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust such information relating to transactions for each any Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the Trust, Manager Manager, or Sub-Adviser, except as may be permitted under the 1940 Act, and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. ; Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Manager and the Trust’s Fund's Board of Trustees (and the “Board”)Manager, the Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of the Fund, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion Fund's investment portfolio, all on behalf of each the Fund and as described in the Fund’s investment portfolio allocated 's most recent registration statement as declared effective by Manager the SEC, and as the same may thereafter be amended from time to Sub-Advisertime. In the performance of its duties, the Sub-Adviser will in all material respects (a) satisfy its any applicable fiduciary duties it may have to the TrustFund, will (b) monitor each the Fund’s 's investments, and will (c) comply with the provisions of the Trust’s Fund's Declaration of Trust and By-laws, each as amended from time to time (and communicated by the “Trust Documents”)Fund or the Manager to the Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of each the Fund as such objectives, policies and restrictions may subsequently be changed by the Fund's Board of Trustees and communicated by the Fund or the Manager to the Sub-Adviser in writing. The Fund or the Manager will provide has provided the Sub-Adviser with current copies of the Trust DocumentsFund's Declaration of Trust, each Fund’s prospectus and Statement By-laws, prospectus, statement of Additional Information additional information and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to the Sub-Adviser’s 's performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each Fund and to consult with each other regarding the investment affairs of each Fund. Sub-Adviser will report to Manager and the Board with respect to the implementation of its investment program for each Fund. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities investments for each the Fund, and is directed to use its best commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of each Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction transaction, execution capabilities, speed, financing and research or other services provided. The Sub-Adviser is authorized to enter into repurchase agreements on behalf of the Fund, subject to any applicable policies and procedures adopted by the Board of Trustees for the Fund. Subject to approval by the Fund's Board of Trustees and compliance with the policies and procedures adopted by the Board of Trustees for the Fund and to the extent permitted by and in conformance with applicable law (including Rule 17e-1 of the 1940 Act), the Sub-Adviser may select brokers or dealers affiliated with the Sub-Adviser. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the FundsFund, or be in breach of any obligation owing to the Trust or the Funds Fund under this Agreement, or otherwise, solely by reason of its having caused a the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s 's overall responsibilities with respect to its accounts, including the FundsFund, as to which it exercises investment discretion. In addition, Sub-Adviser may, to the extent permitted by applicable law, aggregate purchase and sale orders of securities placed with respect to the assets of the Fund with similar orders being made simultaneously for other funds and accounts managed by Sub-Adviser or its affiliates, if the purchase of the particular security is consistent with the investment objectives and guidelines of each fund and account participating in the aggregated order and if in Sub-Adviser's reasonable judgment such aggregation shall result in the judgment best price and execution for each fund and account participating in the aggregated order, taking into consideration the selling or purchase price, brokerage commissions and other expenses. In the event that a purchase or sale of an asset of the Fund occurs as part of any aggregate sale or purchase orders, the objective of Sub-AdviserAdviser and any of its affiliates involved in such transaction shall be to allocate the securities so purchased or sold, as well as expenses incurred in the transaction, among the Fund and other accounts in an equitable manner. Nevertheless, the Fund and Manager acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to the price or size of the securities positions obtainable or salable. Whenever the Fund and one or more other investment advisory clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a Fund manner believed by Sub-Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being fully invested that would be benefited by supplemental servicesnot occur if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess and its affiliates may purchase securities of spreads or commissions which another broker or dealer may charge an issuer for one client and at approximately the same transactiontime recommend selling or sell the same or similar types of securities for another client. The Sub-Adviser will promptly forward to the Manager all proxies it receives which are solicited by or with respect to the issuers of securities in the Fund's investment portfolio. The Sub-Adviser will not arrange purchases or sales of securities between the Fund and other accounts advised by the Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 of the 1940 Act) and the Fxxx'x xxlicies and procedures, provided that (b) the Sub-Adviser determines the purchase or sale is in good faith the best interests of the Fund, and (c) the Fund's Board of Trustees has approved these types of transactions. The Fund may adopt policies and procedures that modify or restrict the commission or spread paid is reasonable in relation to Sub-Adviser's authority regarding the services providedexecution of the Fund's portfolio transactions provided herein. The Sub-Adviser will properly communicate to the officers and trustees of the Trust Fund such information relating to transactions for each the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, the Sub-Adviser or any affiliated person of either the TrustFund, Manager the Manager, or the Sub-Adviser, except as may be permitted under the 1940 Act, and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. The Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Manager and the Trust’s Board of Trustees (and the “Board”)Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion each Fund, all on behalf of each Fund’s investment portfolio allocated by Manager to , except for Nuveen Global Value Fund, the Sub-AdviserAdviser shall provide services only with respect to the assets of the Fund allocated to international investments. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the each Trust, will monitor each Fund’s investments, and will comply with the provisions of the Trust’s Declaration of Trust and By-laws, each as amended from time to time (the “Trust Documents”)time, and the stated investment objectives, policies and restrictions of each Fund. Manager will provide Sub-Adviser with current copies of the Trust Documentseach Trust’s Declaration of Trust, each Fund’s By-laws, prospectus and Statement of Additional Information and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to Sub-Adviser’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each Fund and to consult with each other regarding the investment affairs of each Fund. Sub-Adviser will report to Manager and the Board of Trustees and to Manager with respect to the implementation of its investment program for each Fundsuch program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for each Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of each FundTrust’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Funds, or be in breach of any obligation owing to the Trust or the Funds under this Agreement, or otherwise, solely by reason of its having caused a Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities with respect to its accounts, including the Funds, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, a Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determines determined in good faith that the commission or spread paid is was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the each Trust such information relating to transactions for each Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the Trust, Manager Manager, or Sub-Adviser, except as may be permitted under the 1940 Act, Act and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. ; Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Manager and the Trust’s Board of Trustees of the Trust (the “Board”)) and Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion Fund, all on behalf of each the Fund’s investment portfolio allocated by Manager to Sub-Adviser. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Trust, will monitor each the Fund’s investments, and will comply with the provisions of the Trust’s Declaration of Trust and By-laws, each as amended from time to time (the “Trust Documents”)time, and the stated investment objectives, policies and restrictions of each the Fund. Manager will provide Sub-Adviser with current copies of the Trust DocumentsTrust’s Declaration of Trust, each Fund’s By-laws, prospectus and Statement of Additional Information and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to Sub-Adviser’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each the Fund and to consult with each other regarding the investment affairs of each the Fund. Sub-Adviser will report to Manager and the Board and Manager with respect to the implementation of its investment program for each the Fund. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for each the Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of each the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the FundsFund, or be in breach of any obligation owing to the Trust or the Funds Fund under this Agreement, or otherwise, solely by reason of its having caused a the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or Sub-Adviser’s overall responsibilities with respect to its accounts, including the FundsFund, as to which it exercises investment discretion. In addition, if if, in the judgment of Sub-Adviser, a the Fund would be benefited by supplemental services, Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that Sub-Adviser determines determined in good faith that the commission or spread paid is was reasonable in relation to the services provided. Sub-Adviser will properly communicate to the officers and trustees of the Trust such information relating to transactions for each the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to Manager, Sub-Adviser or any affiliated person of either the Trust, Manager or Sub-Adviser, except as may be permitted under the 1940 Act, Act and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Manager and the Trust’s Fund's Board of Trustees (and the “Board”)Manager, the Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of the Fund, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion Fund's investment portfolio, all on behalf of each the Fund and as described in the Fund’s investment portfolio allocated by Manager 's most recent effective registration statement on Form N-2, as the same may thereafter be amended from time to Sub-Advisertime. In the performance of its duties, the Sub-Adviser will in all material respects (a) satisfy its any applicable fiduciary duties it may have to the TrustFund, will (b) monitor each the Fund’s 's investments, and will (c) comply with the provisions of the Trust’s Fund's Declaration of Trust and By-laws, each as amended from time to time (and communicated by the “Trust Documents”)Fund or the Manager to the Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of each the Fund as such objectives, policies and restrictions may subsequently be changed by the Fund's Board of Trustees and communicated by the Fund or the Manager to the Sub-Adviser in writing. The Fund or the Manager will provide has provided the Sub-Adviser with current copies of the Trust DocumentsFund's Declaration of Trust, each Fund’s prospectus and Statement By-laws, prospectus, statement of Additional Information additional information and any amendments thereto, and any objectives, policies or restrictions limitations not appearing therein as they may be relevant to the Sub-Adviser’s 's performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each Fund and to consult with each other regarding the investment affairs of each Fund. Sub-Adviser will report to Manager and the Board with respect to the implementation of its investment program for each Fund. The Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities investments for each the Fund, and is directed to use its best commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of each the Fund’s 's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Subject to approval by the Fund's Board of Trustees and compliance with the policies and procedures adopted by the Board of Trustees for the Fund and to the extent permitted by and in conformance with applicable law (including Rule 17e-1 of the 1940 Act), the Sub-Adviser may select brokers or dealers affiliated with the Sub-Adviser. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the FundsFund, or be in breach of any obligation owing to the Trust or the Funds Fund under this Agreement, or otherwise, solely by reason of its having caused a the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s 's overall responsibilities with respect to its accounts, including the FundsFund, as to which it exercises investment discretion. In addition, the Sub-Adviser may, to the extent permitted by applicable law, aggregate purchase and sale orders of securities placed with respect to the assets of the Fund with similar orders being made simultaneously for other accounts managed by the Sub-Adviser or its affiliates, if in the judgment of Sub-Adviser's reasonable judgment such aggregation shall result in an overall economic benefit to the Fund, taking into consideration the selling or purchase price, brokerage commissions and other expenses. In the event that a purchase or sale of an asset of the Fund would be benefited by supplemental servicesoccurs as part of any aggregate sale or purchase orders, the objective of the Sub-Adviser and any of its affiliates involved in such transaction shall be to allocate the securities so purchased or sold, as well as expenses incurred in the transaction, among the Fund and other accounts in a fair and equitable manner. Nevertheless, the Fund and Manager acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to the price or size of the securities positions obtainable or salable. Whenever the Fund and one or more other investment advisory clients of the Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by the Sub-Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being fully invested that would not occur if such an allocation were not made. Moreover, it is authorized possible that due to pay spreads differing investment objectives or commissions to brokers or dealers furnishing such services in excess for other reasons, the Sub-Adviser and its affiliates may purchase securities of spreads or commissions which another broker or dealer may charge an issuer for one client and at approximately the same transactiontime recommend selling or sell the same or similar types of securities for another client. The Sub-Adviser will not arrange purchases or sales of securities between the Fund and other accounts advised by the Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 of the 1940 Act) and the Funx'x xxxxcies and procedures, provided that (b) the Sub-Adviser determines the purchase or sale is in good faith the best interests of the Fund, and (c) the Fund's Board of Trustees has approved these types of transactions. The Fund may adopt policies and procedures that modify or restrict the commission or spread paid is reasonable in relation to Sub-Adviser's authority regarding the services providedexecution of the Fund's portfolio transactions provided herein. The Sub-Adviser will properly communicate to the officers and trustees of the Trust Fund such information relating to transactions for each the Fund as they may reasonably request. In no instance will the Fund's portfolio securities be purchased from or sold to the Manager, the Sub-Adviser or any affiliated person of either the TrustFund, Manager the Manager, or the Sub-Adviser, except as may be permitted under the 1940 Act, and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. The Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Manager and the Trust’s Trusts Board of Trustees (the “Board”Board ), Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion of each Fund’s Funds investment portfolio allocated by Manager to Sub-Adviser. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Trust, will monitor each Fund’s Funds investments, and will comply with the provisions of the Trust’s Trusts Declaration of Trust and By-laws, each as amended from time to time (the “Trust Documents”Documents ), and the stated investment objectives, policies and restrictions of each Fund. Manager will provide Sub-Adviser with current copies of the Trust Documents, each Fund’s Funds prospectus and Statement of Additional Information and any amendments thereto, and any objectives, policies or restrictions not appearing therein as they may be relevant to Sub-Adviser’s Sub- Advisers performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each Fund and to consult with each other regarding the investment affairs of each Fund. Sub-Adviser will report to Manager and the Board with respect to the implementation of its investment program for each Fund. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for each Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of each Fund’s Funds orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Funds, or be in breach of any obligation owing to the Trust or the Funds under this Agreement, or otherwise, solely by reason of its having caused a Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or Sub-Adviser’s Advisers overall responsibilities with respect to its accounts, including the Funds, as to which it exercises investment discretion. In addition, if in the judgment of Sub-Adviser, a Fund would be benefited by supplemental services, Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that Sub-Adviser determines in good faith that the commission or spread paid is reasonable in relation to the services provided. Sub-Adviser will properly communicate to the officers and trustees of the Trust such information relating to transactions for each Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to Manager, Sub-Adviser or any affiliated person of the Trust, Manager or Sub-Adviser, except as may be permitted under the 1940 Act, and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. Sub-Adviser further agrees that it: