Common use of Services to be Performed Clause in Contracts

Services to be Performed. Subject always to the supervision of the Fund’s Board of Trustees and the 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 Fund’s investment 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 the Fund’s Board of Trustees and publicly described and as the Sub-Adviser is notified of such changes. In the performance of its duties, the Sub-Adviser will satisfy its fiduciary duties to the Fund, will monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunder, and will comply with the provisions of the Fund’s Declaration of Trust and By-laws, as amended from time to time, and the investment objectives, policies and restrictions of the Fund, to the extent the Sub-Adviser has received such Declaration of Trust and By-laws and has been notified of such objectives, policies and restrictions. The Adviser will provide the Sub-Adviser with current copies of the Fund’s Declaration of Trust and By-laws and any amendments thereto, and any written objectives, policies, procedures or limitations as they may be relevant to the Sub-Adviser’s performance under this Agreement. The Sub-Adviser and 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 the Fund and to consult with each other regarding the investment affairs of the Fund. The Sub-Adviser will report to the Fund’s Board of Trustees and to the Adviser with respect to the implementation of 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 the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research and other 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 Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for 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 Fund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, 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 that another broker or dealer may charge for the same transaction provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will the Fund’s portfolio securities be purchased from or sold to the Adviser, the Sub-Adviser or any affiliated person of the Fund, the Adviser or the Sub-Adviser, except as may be permitted under the 1940 Act. The Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of the Fund’s Board of Trustees and the AdviserManager, the Sub-Adviser Commodity Subadvisor 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 Fund’s investment portfoliofutures contracts, forward contracts, options on futures contracts and other commodity interests (“Commodity Interests”), all on behalf of the Fund and as described in the Fund’s registration statement on Form S-1 as declared effective by the United States Securities and Exchange Commission (the “Registration Statement”), consistent with the investment objectives, policies objectives and restrictions of the Fund, as such objectives, policies and restrictions may subsequently be changed by the Fund’s Board of Trustees and publicly Fund described and as the Sub-Adviser is notified of such changestherein. In the performance of its duties, the Sub-Adviser Commodity Subadvisor will satisfy its fiduciary duties to the Fund, will select and monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunder, Commodity Interests and will comply with the provisions of the Fund’s Declaration of Amended and Restated Trust and By-lawsAgreement (the “Trust Agreement”) as filed with the Registration Statement, as the Trust Agreement may be amended from time to timetime (to the extent Commodity Subadvisor has been notified in writing of such amendments at least 90 days prior to effectiveness), and the Fund’s investment objectives, policies and restrictions of as disclosed in the FundRegistration Statement, to the extent the Sub-Adviser has received as such Declaration of Trust and By-laws and has been notified of such investment objectives, policies and restrictionsrestrictions may be amended from time to time (to the extent Commodity Subadvisor has been notified in writing of such amendments at least 90 days prior to effectiveness). The Adviser Manager will provide the Sub-Adviser Commodity Subadvisor with current copies of the Fund’s Declaration of Trust and By-laws organizational documents, prospectus and any amendments thereto, and any written objectivesobjectives (as contained in the investment guidelines, if any), policies, procedures or limitations not appearing therein as they may be relevant to the Sub-AdviserCommodity Subadvisor’s performance under this Agreement, all of which will be binding on Commodity Subadvisor upon receipt thereof from Manager at least 90 days prior to effectiveness. The Sub-Adviser Commodity Subadvisor and the Adviser Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. The Sub-Adviser Commodity Subadvisor will report to Manager with respect to Commodity Subadvisor’s services hereunder. All commissions and expenses arising from the trading of Commodity Interests, or other transactions in the course of the administration of the Fund’s account, shall be charged to the Fund’s Board of Trustees and account with its clearing broker(s). Manager shall deliver to the Adviser with respect to the implementation of 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 timeCommodity Subadvisor, and renew when necessary, a commodity trading authorization appointing Commodity Subadvisor as the best interests Fund’s agent and attorney-in-fact for the purpose of trading Commodity Interests on behalf of the Fund. The Sub-Adviser will maintain appropriate records detailing its voting All trades for the account of proxies the Fund directed by Commodity Subadvisor shall be made through such clearing broker or brokers as Manager directs (each, a “clearing broker”). Notwithstanding the foregoing, Commodity Subadvisor may place orders for Commodity Interest transactions for the Fund through executing brokers or floor brokers selected by Commodity Subadvisor and may execute on behalf of the Fund and upon reasonable request “give-up” agreements with such executing brokers or floor brokers where necessary; provided that Commodity Subadvisor will provide Manager and the Fund on a report setting forth quarterly basis with a list of the proposals voted executing brokers or floor brokers Commodity Subadvisor is then using, and Manager may, within 5 days of receiving such list after consultation with Commodity Subadvisor, object to the use of an executing broker or floor broker because the Manager reasonably believes the use of such executing broker or floor broker would be detrimental to the Fund and its investors, and Commodity Subadvisor shall cease using such broker on and how behalf of the Fund. Any over-the-counter contracts in Commodity Interests transacted for the Fund’s shares were voted including account will be effected through 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 the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research and other 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 Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a clearing broker or a dealer a commission for effecting a securities transaction for 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 Fundaffiliates, as agreed upon between Commodity Subadvisor and Manager. Commodity Subadvisor from time to time may select other dealers through which it exercises investment discretionany such contracts will be traded, with the prior written consent of Manager. In addition, if in the judgment of the Sub-Adviser, 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 that another broker or dealer may charge for the same transaction provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will the Fund’s portfolio securities be purchased from or sold to the Adviser, the Sub-Adviser or any affiliated person of the Fund, the Adviser or the Sub-Adviser, except as may be permitted under the 1940 Act. The Sub-Adviser Commodity Subadvisor further agrees that it:

Services to be Performed. Subject always to the supervision of the FundTrust’s Board of Trustees and the 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 Fund’s investment 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 described in the Fund’s Board of Trustees registration statement on Form N-1A (File No. 811-22523) as the same may thereafter be amended from time to time and publicly described and as communicated by the Fund or the Adviser to the Sub-Adviser is notified of such changesin writing. In the performance of its duties, the Sub-Adviser will satisfy its fiduciary duties to the Fund, will in all material respects (a) monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunderinvestments, and will (b) comply with the provisions of the FundTrust’s Declaration of Trust and By-laws, as amended from time to timetime and communicated by the Fund or the Adviser to the Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of the Fund, to the extent the Sub-Adviser has received such Declaration of Trust and By-laws and has been notified of Fund as such objectives, policies and restrictionsrestrictions 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. The Trust, Fund or Adviser will provide has provided the Sub-Adviser with current copies of the FundTrust’s Declaration of Trust and Trust, By-laws laws, prospectus, statement of additional information and any amendments thereto, and any written objectives, policies, procedures policies or limitations not appearing therein as they may be relevant to the Sub-Adviser’s performance under this Agreement. The Sub-Adviser and 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 the Fund and to consult with each other regarding the investment affairs of the Fund. The Sub-Adviser will report to the Fund’s Board of Trustees and to the Adviser with respect to the implementation of 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 investments for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of 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 brokerage services provided by a broker or dealer in accordance with the provisions of Section 28(e) under the Securities and other servicesExchange Act of 1934, if anyas 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), that the Sub-Adviser may be providedselect 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 Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for 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 Fund, 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 the judgment of the Sub-Adviser’s reasonable judgment such aggregation is consistent with seeking best execution in accordance with the 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 Fund would be benefited by supplemental services, the objective of Sub-Adviser is authorized and any of its affiliates involved in such transaction shall be to pay spreads allocate the securities so purchased or commissions 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 brokers the price or dealers furnishing such services in excess size of spreads the securities positions obtainable or commissions that another broker salable. Whenever the Fund and one or dealer may charge for the same transaction provided that the more other investment advisory clients of Sub-Adviser determined have available funds for investment, investments suitable and appropriate for each will be allocated in good faith 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 of an issuer for one client and at approximately the commission same time recommend selling or spread paid was reasonable in relation to sell the services providedsame or similar types of securities for another client. The Sub-Adviser will properly 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, 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 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 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 the Adviser to the Sub-Adviser in writing. The Sub-Adviser will communicate to the officers and trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will the Fund’s portfolio securities be purchased from or sold to the Adviser, the Sub-Adviser or any affiliated person of the Fund, the Adviser Adviser, or the Sub-Adviser, except as may be permitted under the 1940 ActAct or rules adopted thereunder. The Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of the Fund’s Trust's Board of Trustees (the "Board of Trustees") and the AdviserManager, the Sub-Adviser will act as sub-adviser for, and furnish an investment program in respect of, of and make investment decisions for, and place all orders for the purchase and sale assets of securities for the Fund’s investment portfolioFund allocated to the Sub-Adviser by the Manager, all on behalf of the Fund and consistent with the Fund's currently effective registration statement on Form N-1A as the same and such investment objectives, policies and restrictions applicable to the Sub-Adviser's portion of the Fund, as such objectives, policies and restrictions 's portfolio described therein may subsequently be changed by the Fund’s Board of Trustees and publicly described and as the Sub-Adviser is notified of such changesamended from time to time. 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 Fund, will (b) monitor the Fund’s 's investments in securities or other instruments selected for the Fund by the Sub-Adviser hereunderAdviser, and will (c) comply with the provisions of the Fund’s Trust's Declaration of Trust and By-laws, as amended from time to timetime and communicated by the Fund or the Manager to the Sub-Adviser in writing, and (d) comply with (i) the investment objectives, policies and restrictions stated in the Fund's most recently effective prospectus and statement of additional information that are applicable to the Fund's investment portfolio (including the asset class of the Fund, 's investment portfolio) allocated to the extent the Sub-Adviser has received from time to time, (ii) such Declaration of Trust and By-laws and has been notified of such other investment objectives, policies and restrictions. The Adviser will provide policies, restrictions or instructions as the Manager or Trust's Board of Trustees may communicate to the Sub-Adviser with current copies of the Fund’s Declaration of Trust and By-laws and any amendments theretoin writing, and (iii) any written changes to the objectives, policies, procedures restrictions or limitations instructions required under the foregoing (i) and (ii) as they may be relevant communicated to the Sub-Adviser’s performance under this AgreementAdviser in writing and (e) assist in the valuation of portfolio assets held by the Fund as reasonably requested by the Manager or the Fund. The Sub-Adviser and the Adviser 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 the Fund applicable to the portion of the portfolio allocated to the Sub-Adviser and to consult with each other regarding the investment affairs of the Fund. The Sub-Adviser will report to For the Fund’s Board avoidance of Trustees and to the Adviser with respect to the implementation of 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 investeddoubt, 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 the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research and other 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 responsible for compliance with the Fund's investment objectives, or be in breach of any obligation owing policies and restrictions with respect to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess assets of the amount of commission another member of an exchange, broker or dealer would have charged if Fund's portfolio not allocated to the Sub-Adviser determined in good faith that or for the commission paid was reasonable in relation to the brokerage investment program or research services provided by such memberany other sub-adviser to the Fund. The Fund or the Manager shall provide the Sub-Adviser with current copies of the Trust's Declaration of Trust, broker By-laws, the Fund's prospectus, the Fund's statement of additional information and any amendments thereto, and any objectives, policies or dealer, viewed in terms of that particular transaction or limitations not appearing therein as they may be relevant to the Sub-Adviser’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, 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 that another broker or dealer may charge for the same transaction provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided's performance under this Agreement. The Sub-Adviser will properly communicate to the officers and trustees Trustees of the Fund Trust such information relating to transactions for the Fund as they may reasonably request. In no instance will the Fund’s 's portfolio securities assets be purchased from or sold to the AdviserManager, the Sub-Adviser or any affiliated person of either the FundTrust, the Adviser Manager, or the Sub-Adviser, except as may be permitted under the 1940 Act. The Sub-Adviser further agrees that it:

Services to be Performed. (a) Subject always to the supervision of the FundCompany’s Board of Trustees Directors (the “Board of Directors” or the “Board”) and the 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 Company allocated to the Sub-Adviser from time to time, furnish an investment program in respect of, make investment decisions for, and place all orders (either directly or through the Adviser) for the purchase and sale of securities and other assets for the FundCompany’s investment portfolio, all on behalf of the Fund Company and consistent with the investment objectives, policies and restrictions of the Fund, as such objectives, policies and restrictions may subsequently be changed by described in the Fund’s Board of Trustees and publicly described most current effective registration statement on Form N-1A, or any successor form thereto, and as the same may thereafter be amended from time to time. The Sub-Adviser will be responsible for the investment of only the assets which the Adviser allocates to the Sub-Adviser is notified for management under this Agreement, plus all investments, reinvestments and proceeds of such changesthe sale thereof, including, without limitation, all interest, dividends and appreciation on investments, less depreciation thereof and withdrawals by the Adviser therefrom there being no minimum or maximum percentage of the Fund’s assets to be allocated to the Sub-Adviser from time to time hereunder. In the performance of its dutiesduties with regard to the assets allocated to the Sub-Adviser, the Sub-Adviser will (a) satisfy its any applicable fiduciary duties it may have to the FundCompany, will (b) monitor the FundCompany’s investments in securities selected for the Fund by the Sub-Adviser hereunderor other instruments, and will (c) comply with the provisions of the FundCompany’s Declaration Memorandum of Trust Association and By-lawsArticles of Association, as such may be amended from time to timetime (the “Charter Document”), and (d) comply with (i) the respective investment objectivesobjective(s), policies and restrictions of stated in the the Fund’s most recently effective prospectus and statement of additional information, (ii) such other investment objectives, policies, restrictions or instructions as the Adviser or the Company’s Board of Directors may communicate to the extent the Sub-Adviser has received such Declaration of Trust in writing, and By-laws and has been notified of such (iii) any changes to the objectives, policies policies, restrictions or instructions required under the foregoing (i) and restrictions. The Adviser will provide (ii) as communicated to the Sub-Adviser in writing, (e) assist in the valuation of portfolio assets held by the Company as requested by the Adviser or the Company and (f) comply with current copies all applicable laws and the regulations, including the applicable provisions of the Fund’s Declaration laws of Trust the Cayman Islands and By-laws and any amendments theretothe United States, including the Investment Advisers Act of 1940, as amended, and any written objectives, policies, procedures or limitations as they may be relevant to the Sub-Adviser’s performance under this Agreementextent required, the 1940 Act, the Commodity Exchange Act, as amended, and the Internal Revenue Code of 1986, as amended. The Sub-Adviser and the Adviser 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 the Fund and Company and to consult with each other regarding the investment affairs of the FundFund and Company. The Sub-Company or the Adviser will report to the Fund’s Board of Trustees and to the Adviser with respect to the implementation of 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 provide the Sub-Adviser are investedwith current copies of the Company’s Charter Document, consistent with the Trust’s Declaration of Trust, the Trust’s By-laws, and any objectives, policies or limitations not appearing in such Fund’s prospectus or statement of additional information as they may be relevant to the Sub-Adviser’s proxy voting guidelines, as in effect from time to time, and the best interests of the Fundperformance under this Agreement. The Sub-Adviser will maintain appropriate records detailing its voting Fund’s prospectus, statement of proxies additional information and any amendments thereto are made available 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 the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research and other 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 Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for 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 Fund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, 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 that another broker or dealer may charge for the same transaction provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will the Fund’s portfolio securities be purchased from or sold to the Adviser, the Sub-Adviser or any affiliated person of the Fund, the Adviser or the Sub-Adviser, except as may be permitted under the 1940 Act. The Sub-Adviser further agrees that it:public website.

Services to be Performed. Subject always to the supervision of the Fund’s 's Board of Trustees and the AdviserManager, 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 Fund’s 's investment portfolio, all on behalf of the Fund and consistent as described in the Fund's most recent registration statement on Form N-2 as declared effective by the SEC, and as the same may thereafter be amended from time to time. In the performance of its duties, the Sub-Adviser will in all material respects (a) satisfy any applicable fiduciary duties it may have to the Fund, (b) monitor the Fund's investments, and (c) comply with the provisions of the Fund's Declaration of Trust and By-laws, as amended from time to time and communicated by the Fund or the Manager to the Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of the Fund, Fund as such objectives, policies and restrictions may subsequently be changed by the Fund’s 's Board of Trustees and publicly described and as communicated by the Fund or the Manager to the Sub-Adviser is notified of such changes. In the performance of its duties, the Sub-Adviser will satisfy its fiduciary duties to the Fund, will monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunder, and will comply with the provisions of the Fund’s Declaration of Trust and By-laws, as amended from time to time, and the investment objectives, policies and restrictions of the Fund, to the extent the Sub-Adviser has received such Declaration of Trust and By-laws and has been notified of such objectives, policies and restrictionswriting. The Adviser will provide Fund or the Manager has provided the Sub-Adviser with current copies of the Fund’s 's Declaration of Trust and Trust, By-laws laws, prospectus, statement of additional information and any amendments thereto, and any written objectives, policies, procedures policies or limitations not appearing therein as they may be relevant to the Sub-Adviser’s 's performance under this Agreement. The Sub-Adviser and 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 the Fund and to consult with each other regarding the investment affairs of the Fund. The Sub-Adviser will report to the Fund’s Board of Trustees and to the Adviser with respect to the implementation of 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 investments for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of 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 other servicescompliance 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), if any, that the Sub-Adviser may be providedselect 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 Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for 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 Fund, 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 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 occurs as part of any aggregate sale or purchase orders, the objective of the 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 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 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, the 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 that another broker or dealer may charge an issuer for one client and at approximately the same transaction provided that time recommend selling or sell the Sub-Adviser determined in good faith that the commission same or spread paid was reasonable in relation to the services providedsimilar types of securities for another client. The Sub-Adviser will properly 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'x xxxxxxes and procedures, (b) the Sub-Adviser determines the purchase or sale is in 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 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 Sub-Adviser. The Sub-Adviser will communicate to the officers and trustees Trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will the Fund’s 's portfolio securities be purchased from or sold to the AdviserManager, the Sub-Adviser or any affiliated person of either the Fund, the Adviser Manager, or the Sub-Adviser, except as may be permitted under the 1940 Act. The Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of the FundTrust’s Board of Trustees (the “Board of Trustees”) and the AdviserManager, the Sub-Adviser 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 Fund’s investment portfolio, all on behalf of the Fund and consistent as described in the Fund’s most current registration statement on Form N‑1A as declared effective by the SEC and as the same may thereafter be amended from time to time. In the performance of its duties, the Sub‑Adviser will in all material respects (a) satisfy any applicable fiduciary duties it may have to the Fund, (b) monitor the Fund’s investments, (c) comply with the provisions of the Trust’s Declaration of Trust and By‑laws, as amended from time to time and communicated by the Fund or the Manager to the Sub‑Adviser in writing, and the stated investment objectives, policies and restrictions of the Fund, Fund as such objectives, policies and restrictions may subsequently be changed by the Fund’s Board of Trustees and publicly described and as communicated by the Sub-Adviser is notified of such changes. In Fund or the performance of its duties, the Sub-Adviser will satisfy its fiduciary duties Manager to the FundSub‑Adviser in writing, will monitor and (d) assist in the valuation of portfolio securities held by the Fund as requested by the Manager or the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunder, and will comply with the provisions of the Fund’s Declaration of Trust and By-laws, as amended from time to time, and the investment objectives, policies and restrictions of the Fund, to the extent the Sub-Adviser has received such Declaration of Trust and By-laws and has been notified of such objectives, policies and restrictions. The Adviser will provide Fund or the Sub-Adviser Manager has provided the Sub‑Adviser with current copies of the Fund’s Declaration of Trust and By-laws Trust, By‑laws, prospectus, statement of additional information and any amendments thereto, and any written objectives, policies, procedures policies or limitations not appearing therein as they may be relevant to the Sub-AdviserSub‑Adviser’s performance under this Agreement. The Sub-Adviser and 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 the Fund and to consult with each other regarding the investment affairs of the Fund. The Sub-Adviser will report to the Fund’s Board of Trustees and to the Adviser with respect to the implementation of 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 Sub‑Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities investments for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of 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. Subject to approval by the Board of Trustees and other servicescompliance 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), if any, that the Sub‑Adviser may be providedselect brokers or dealers affiliated with the Sub‑Adviser. It is understood that the Sub-Adviser Sub‑Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser 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-AdviserSub‑Adviser’s overall responsibilities with respect to its accounts, including the Fund, 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 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 Sub-AdviserFund occurs 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 possible that due to differing investment objectives or for other reasons, the Sub‑Adviser and its affiliates may purchase securities of an issuer for one client and at approximately the same time 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 1000 Xxx) and the Fund’s policies and procedures, (b) the Sub‑Adviser determines the purchase or sale is in the best interests of the Fund, and (c) the Board of Trustees has approved these types of transactions. 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 herein. However, no such policy or procedure shall be benefited by supplemental servicesbinding on the Sub‑Adviser unless it is communicated to the Sub‑Adviser in writing. 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 authorized to pay spreads advised by the Manager (the “Amplify Fund complex”) or commissions to brokers an affiliated person of a sub-adviser (including any sub-adviser that is a principal underwriter or dealers furnishing an affiliated person of such services in excess of spreads or commissions that another broker or dealer may charge principal underwriter), concerning transactions for the same transaction provided that Fund or any fund in the Amplify Fund complex in securities or other fund assets. In addition, with respect to a fund in the Amplify 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 good faith that the commission securities or spread paid was reasonable in relation to the services providedother assets. The Sub-Adviser Sub‑Adviser will properly communicate to the officers and trustees Trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will the Fund’s portfolio securities be purchased from or sold to the AdviserManager, the Sub-Adviser Sub‑Adviser or any affiliated person of either the FundTrust, the Adviser Manager, or the Sub-AdviserSub‑Adviser, except as may be permitted under the 1940 ActAct 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 Sub‑Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of the Fund’s 's Board of Trustees (the "Board of Trustees" or the "Board") and the AdviserManager, 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 Fund’s 's investment portfolio, all on behalf of the Fund and consistent as described in the Fund's most recent effective registration statement on Form N-2, as the same may thereafter be amended from time to time. In the performance of its duties, the Sub-Adviser will in all material respects (a) satisfy any applicable fiduciary duties it may have to the Fund, (b) monitor the Fund's investments, and (c) comply with the provisions of the Fund's Declaration of Trust and By-laws, as amended from time to time and communicated by the Fund or the Manager to the Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of the Fund, Fund as such objectives, policies and restrictions may subsequently be changed by the Fund’s 's Board of Trustees and publicly described and as communicated by the Fund or the Manager to the Sub-Adviser is notified of such changes. In the performance of its duties, the Sub-Adviser will satisfy its fiduciary duties to the Fund, will monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunder, and will comply with the provisions of the Fund’s Declaration of Trust and By-laws, as amended from time to time, and the investment objectives, policies and restrictions of the Fund, to the extent the Sub-Adviser has received such Declaration of Trust and By-laws and has been notified of such objectives, policies and restrictionswriting. The Adviser will provide Fund or the Manager has provided the Sub-Adviser with current copies of the Fund’s 's Declaration of Trust and Trust, By-laws laws, prospectus, statement of additional information and any amendments thereto, and any written objectives, policies, procedures policies or limitations not appearing therein as they may be relevant to the Sub-Adviser’s 's performance under this Agreement. The Sub-Adviser and 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 the Fund and to consult with each other regarding the investment affairs of the Fund. The Sub-Adviser will report to the Fund’s Board of Trustees and to the Adviser with respect to the implementation of 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 investments for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of 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 other servicescompliance 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), if any, that the Sub-Adviser may be providedselect 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 Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for 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 Fund, 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 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 occurs as part of any aggregate sale or purchase orders, the objective of the 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 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 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, the 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 that another broker or dealer may charge an issuer for one client and at approximately the same transaction provided that time recommend selling or sell the Sub-Adviser determined in good faith that the commission same or spread paid was reasonable in relation to the services providedsimilar types of securities for another client. The Sub-Adviser will properly 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'x xxxxxxes and procedures, (b) the Sub-Adviser determines the purchase or sale is in 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 Sub-Adviser's authority regarding the execution of the Fund's portfolio transactions provided herein. Such policies and procedures and any amendment thereto will be communicated by the Manager to the Sub-Adviser. The Sub-Adviser will communicate to the officers and trustees Trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will the Fund’s 's portfolio securities be purchased from or sold to the AdviserManager, the Sub-Adviser or any affiliated person of either the Fund, the Adviser Manager, or the Sub-Adviser, except as may be permitted under the 1940 Act. The Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of the Fund’s Trust's Board of Trustees (the "Board of Trustees"), the Manager and the Sub-Adviser, the Sub-Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the securities and other assets of the Fund allocated to the Sub-Sub-Adviser from time to time by the Sub-Adviser (the "Sub-Sub-Advised Assets"), furnish an investment program in respect of, make investment decisions for, and place all orders (either directly or through the Manager) for the purchase and sale of securities for the Fund’s investment portfolioSub-Sub-Advised Assets, 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 guidelines provided by the Fund’s Board of Trustees and publicly described and as Manager or the Sub-Adviser is notified of such changesto the Sub-Sub-Adviser and the Fund's currently effective registration statement on Form N-1A as they both may hereafter be amended from time to time and communicated by the Fund, the Manager or the Sub-Adviser to the Sub-Sub-Adviser in writing. In the performance of its duties, the Sub-Sub-Adviser will in all material respects (a) satisfy its any applicable fiduciary duties it may have to the Fund, will (b) monitor the Fund’s 's investments in securities selected for the Fund by the Sub-Adviser hereunderor other instruments allocated to it, and will (c) comply with the provisions of the Fund’s Trust's Declaration of Trust and By-laws, as amended from time to timetime and communicated by the Fund, and the Manager or the Sub-Adviser to the Sub-Sub-Adviser in writing, (d) comply with (i) the investment objectivesobjective, policies and restrictions of stated in the Fund, 's most recently effective prospectus and statement of additional information that are applicable to the extent Fund's investment portfolio, (ii) such other investment policies, restrictions or instructions as the Manager, the Trust's Board of Trustees or the Sub-Adviser has received such Declaration may communicate to the Sub-Sub-Adviser in writing, and (iii) any changes to the objective, policies, restrictions or instructions required under the foregoing (i) and (ii) as communicated to the Sub-Sub-Adviser in writing and (e) assist in the valuation of Trust and Byportfolio assets held by the Fund as reasonably requested by the Manager, the Fund or the Sub-laws and has been notified of such objectives, policies and restrictionsAdviser. The Fund, the Manager or the Sub-Adviser will shall provide the Sub-Sub-Adviser with current copies of the Fund’s Trust's Declaration of Trust and Trust, By-laws laws, the Fund's prospectus, the Fund's statement of additional information and any amendments thereto, and any written objectives, policies, procedures policies or limitations not appearing therein as they may be relevant to the Sub-Adviser’s 's performance under this Agreement. The If the Sub-Sub-Adviser has a question about whether any proposed transaction with respect to the Fund would be in compliance with such documentation, it may consult with the Manager or the Sub-Adviser, and the Manager or the Sub-Adviser will each make its officers provide instructions upon which the Sub-Sub-Adviser may rely in purchasing and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of selling securities for the Fund. The Sub-Sub-Adviser is responsible for voting in respect of securities held in the Fund's portfolio and will report exercise or not exercise a right to vote in accordance with the Sub-Sub-Adviser's proxy voting policy, a copy of which has been provided to the Fund’s Board of Trustees and to the Adviser with respect to the implementation of such programManager. 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 shall promptly notify the Sub-Adviser’s proxy voting guidelines, as in effect from time to time, Manager and the best interests Fund of any material change in the Fundvoting policy. The Sub-Sub-Adviser will maintain appropriate records detailing its voting of proxies is permitted to represent any holdings on behalf of the Fund at any ordinary or special meeting of shareholders and upon reasonable request will provide a report setting forth has the proposals voted on and how right to exercise any voting rights or any other similar or connected rights. Unless otherwise provided by the Fund’s shares were voted including Manager or the name of Sub-Adviser, the corresponding issuers. The Sub-Sub-Adviser is authorized to select the brokers brokers, dealers, futures commission merchants, banks or dealers any other agent or counterparty that will execute the purchases and sales of portfolio securities for the FundSub-Sub-Advised Assets, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s 's orders, taking into account all appropriate factors, including among other things, price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Subject to approval by the Board of Trustees and other servicescompliance 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 if applicable Rule 17e-1 under the 1940 Act), if any, that the Sub-Sub-Adviser may be providedselect brokers or dealers affiliated with the Sub-Sub-Adviser. It is understood that the Sub-Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-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-Sub-Adviser’s 's overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. In addition, the Sub-Sub-Adviser may, to the extent permitted by applicable law, aggregate purchase and sale orders of securities or other instruments placed with respect to the assets of the Fund with similar orders being made simultaneously for other accounts managed by the Sub-Sub-Adviser or its affiliates, if in the Sub-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 occurs as part of any aggregate sale or purchase orders, the objective of the Sub-AdviserSub-Adviser and any of its affiliates involved in such transaction shall be to allocate the assets 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, the Manager and Sub-Adviser acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to, among other things, the price or size of the assets obtainable or salable. Whenever the Fund and one or more other investment advisory clients of the Sub-Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by the Sub-Sub-Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being, or the inability of one or more accounts to be, 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, the Sub-Sub-Adviser is authorized to pay spreads and its affiliates may purchase securities or commissions to brokers or dealers furnishing such services in excess other instruments of spreads or commissions that another broker or dealer may charge an issuer for one client and at approximately the same transaction time recommend selling or sell the same or similar types of securities, assets or instruments for another client. The Sub-Sub-Adviser will not arrange purchases or sales of securities or other assets between the Fund and other accounts advised by the Sub-Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including if applicable Rule 17a-7 under the 1940 Act) and the Funx'x xxxxcies and procedures, (b) the Sub-Sub-Adviser determines the purchase or sale is in the best interests of the Fund, and (c) the Board of Trustees has approved these types of transactions. The Fund may adopt policies and procedures that modify or restrict the Sub-Sub-Adviser's authority regarding the execution of the Fund's portfolio transactions provided that herein, which policies and procedures will become binding upon the Sub-Sub-Adviser upon delivery by the Fund, the Manager or the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation of written notice thereof to the services providedSub-Sub-Adviser; provided that, notwithstanding the foregoing, (a) the Manager or Sub-Adviser, as applicable, shall provide not less than sixty (60) days' written notice to the Sub-Sub-Adviser prior to adopting any policy of procedure that materially modifies or restricts the investment strategy, investment guidelines or investment policies and (b) the Sub-Sub-Adviser will not be deemed to be in breach of its obligations hereunder as a result of any non-compliance with any policy or procedure that otherwise modifies or restricts the execution of the Fund's portfolio transactions if the Sub-Sub-Adviser uses commercially reasonable efforts to conform to such policy and procedure as promptly as reasonably practicable after receiving written notice thereof. The Sub-Sub-Adviser will properly communicate to the officers and trustees Trustees of the Fund Trust and the Sub-Adviser such information relating to transactions for the Fund as they any of the foregoing may reasonably request. In no instance will the Fund’s 's portfolio securities assets be purchased from or sold to the Manager, the Sub-Adviser, the Sub-Sub-Adviser or any affiliated person of the FundTrust, the Manager, the Sub-Adviser or the Sub-Sub-Adviser, except as may be permitted under the 1940 Act. The Act and under no circumstances will the Sub-Sub-Adviser further select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. To enable the Sub-Sub-Adviser to comply with the foregoing provision, the Manager agrees that it:it will

Services to be Performed. Subject always to the supervision of the Fund’s 's Board of Trustees and the AdviserManager, the 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 Fund’s 's investment portfolio, all on behalf of the Fund and consistent as described in the investment policy sections of the Fund's initial registration statement on Form N-2 (File No. 333-114131) as declared effective by the Securities and Exchange Commission, and as the same may thereafter be amended from time to time. In the performance of its duties, Sub-Adviser will in all material respects (a) satisfy any applicable fiduciary duties it may have to the Fund, (b) monitor the Fund's investments, and (c) comply with the provisions of the Fund's Declaration of Trust and By-laws, as amended from time to time and communicated by the Fund or Manager to Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of the Fund, Fund as such objectives, policies and restrictions may subsequently be changed by the Fund’s 's Board of Trustees and publicly described and as communicated by the Fund or Manager to Sub-Adviser is notified of such changes. In the performance of its duties, the Sub-Adviser will satisfy its fiduciary duties to the Fund, will monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunder, and will comply with the provisions of the Fund’s Declaration of Trust and By-laws, as amended from time to time, and the investment objectives, policies and restrictions of the Fund, to the extent the Sub-Adviser has received such Declaration of Trust and By-laws and has been notified of such objectives, policies and restrictionswriting. The Adviser will provide the Fund or Manager has provided Sub-Adviser with current copies of the Fund’s 's Declaration of Trust and Trust, By-laws laws, prospectus, statement of additional information and any amendments thereto, and any written objectives, policies, procedures policies or limitations not appearing therein as they may be relevant to the Sub-Adviser’s 's performance under this Agreement. The Sub-Adviser and 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 the Fund and to consult with each other regarding the investment affairs of the Fund. The Sub-Adviser will report to the Fund’s Board of Trustees and to the Adviser with respect to the implementation of 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 investments for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of 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 compliance with the policies and other servicesprocedures 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), if any, that Sub-Adviser may be providedselect brokers or dealers affiliated with 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 Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for 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 Fund, 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 accounts managed by Sub-Adviser or its affiliates, if in the judgment of the 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 would be benefited by supplemental servicesand 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 is authorized to pay spreads or commissions to brokers or dealers furnishing such services have available funds for investment, investments suitable and appropriate for each will be allocated in excess of spreads or commissions that another broker or dealer may charge for the same transaction provided that the a manner believed by Sub-Adviser determined to be equitable to each, although such allocation may result in good faith 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 commission same time recommend selling or spread paid was reasonable in relation to sell the services providedsame or similar types of securities or loans for another client. The Sub-Adviser will properly 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 proxy voting guidelines and based upon the best interests of the Fund. The Sub-Adviser will maintain appropriate records in accordance with applicable law 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 will not arrange purchases or sales of securities between the Fund and other accounts advised by 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, (b) Sub-Adviser determines the purchase or sale is in the best interests of the Fund, and (c) the Fund's Board of Trustees have approved these types of transactions. 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 herein. The Sub-Adviser will communicate to the officers and trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will the Fund’s portfolio securities be purchased from or sold to the AdviserManager, the Sub-Adviser or any affiliated person of either the Fund, the Adviser Manager, or the Sub-Adviser, except as may be permitted under the 1940 Act. The Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of the Fund’s Board of Trustees and the AdviserManager, 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 the Fund’s investment portfolioportfolio allocated to the Sub-Adviser by the Manager, 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 the Fund’s Board of Trustees and publicly described and as the Sub-Adviser is notified of such changes. In the performance of its duties, the Sub-Adviser will satisfy its fiduciary duties to the Fund, will monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunderinvestments, and will comply with the provisions of the Fund’s Declaration of Trust and By-laws, as amended from time to time, and the stated investment objectives, policies and restrictions of the Fund, to the extent the Sub-Adviser has received such Declaration of Trust and By-laws and has been notified of such objectives, policies and restrictions. The Adviser Manager will provide the Sub-Adviser with current copies of the Fund’s Declaration of Trust and Trust, By-laws laws, prospectus and any amendments thereto, and any written objectives, policies, procedures policies or limitations not appearing therein as they may be relevant to the Sub-Adviser’s performance under this Agreement. The Sub-Adviser and the Adviser Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. The Sub-Adviser will report to the Fund’s Board of Trustees and to the Adviser 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 in which assets of the Fund Fund’s investment portfolio allocated by the Adviser to the Sub-Sub- Adviser are invested, consistent with the Sub-Adviser’s its proxy voting guidelines, as in effect from time to time, 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 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 the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of 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 other services, if any, that may be providedprocedures 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 Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused 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 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 Fund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, 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 that another broker or dealer may charge for the same transaction transaction, provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will the Fund’s portfolio securities be purchased from or sold to the AdviserManager, the Sub-Adviser or any affiliated person of either the Fund, the Adviser Manager, or the Sub-Adviser, except as may be permitted under the 1940 Act. The ; Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of the Fund’s Trust's Board of Trustees (the "Board of Trustees" or the "Board") and the AdviserManager, the Sub-Adviser will furnish an investment program in respect of, act as sub-adviser for the Fund and make investment decisions forrecommendations to the Manager on a regular basis, and place all orders for but no less often than every 30 days, regarding the purchase investment, reinvestment and sale of securities for the Fund’s assets of the Fund allocated to the Sub-Adviser by the Manager, which investment portfoliorecommendations shall include, but not be limited to, recommended investments, relative weights, relative changes in such weights or the composition of the portfolio and the manner and timing of implementing such changes, portfolio sales and associated recommended transactions all on behalf of the Fund as described in the Fund's currently effective registration statement on Form N-1A as the same and consistent such investment policies described therein may thereafter be amended from time to time. The Sub-Adviser shall cooperate with the Manager to ensure the recommendations are current and accurate. In the performance of its duties, the Sub-Adviser will (a) satisfy any applicable fiduciary duties it may have to the Fund, (b) monitor the Fund's investments, (c) comply with the provisions of the Trust's Declaration of Trust and By-laws, as amended from time to time and communicated by the Fund or the Manager to the Sub-Adviser, and the stated investment objectives, policies and restrictions of the Fund, Fund as such objectives, policies and restrictions may subsequently be changed by the Fund’s Board of Trustees and publicly described and as communicated by the Fund or the Manager to the Sub-Adviser is notified in writing and (d) assist in the valuation of such changes. In the performance of its duties, the Sub-Adviser will satisfy its fiduciary duties to the Fund, will monitor the Fund’s investments in securities selected for portfolio assets held by the Fund as requested by the Sub-Adviser hereunder, and will comply with the provisions Manager of the Fund’s Declaration of Trust and By-laws, as amended from time to time, and the investment objectives, policies and restrictions of the Fund, to the extent the Sub-Adviser has received such Declaration of Trust and By-laws and has been notified of such objectives, policies and restrictions. The Adviser Fund or the Manager will provide the Sub-Adviser with current copies of the Fund’s Trust's Declaration of Trust and Trust, By-laws laws, prospectus, statement of additional information and any amendments thereto, and any written objectives, policies, procedures policies or limitations not appearing therein as they may be relevant to the Sub-Adviser’s 's performance under this Agreement. It is possible that due to differing investment objectives or for other reasons, the Sub-Adviser and its affiliates may recommend securities of an issuer for one client and at approximately the same time recommend selling or sell the same or similar types of securities for another client. The Fund, Manager and Sub-Adviser agree that all investment decisions will ultimately be the responsibility of the Manager and that the Sub-Adviser shall not have or be deemed to have investment discretion with respect to the Fund's portfolio to the extent permissible under applicable law, subject to the following. Unless otherwise approved by the Board and the Manager, the Sub-Adviser shall have no authority to select brokers or dealers or otherwise place orders for the execution of the purchases and sales of portfolio investments on behalf of the Fund. To the extent the Board and the Manager grant the Sub-Adviser such authority in the future, the Sub-Adviser shall select brokers or dealers and place orders to execute transactions involving assets of the Fund in accordance with applicable law (including rules under the 1940 Act) anx xxx xxlicies, procedures and restrictions adopted by the Board for the Fund regarding the execution of the Fund's portfolio transactions. The Sub-Adviser shall have no obligation or right to make decisions or take other action with respect to proxies, tender offers or other corporate actions regarding investments the Sub-Adviser has recommended, it being understood that the Manager shall have such right and responsibility unless reserved by the Fund. Notwithstanding the foregoing, the Sub-Adviser will each make its officers advise the Manager and/or the Fund, upon request, with respect to proxies, tender offers and employees available to other corporate actions regarding securities or other assets in the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs portion of the Fund's portfolio that was allocated to the Sub-Adviser in sufficient time to permit the Manager or the Fund to take appropriate action with respect to such portfolio investments. 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 (including the Fund), 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 report to the Fund’s Board of Trustees and to the Adviser with respect to the implementation of 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 the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research and other 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 Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for 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 Fund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, 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 that another broker or dealer may charge for the same transaction provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees Trustees of the Fund Trust such information relating to transactions its recommendations for the Fund as they may reasonably request. In no instance will the Fund’s 's portfolio securities assets be purchased from or sold to the AdviserManager, the Sub-Adviser or any affiliated person of either the FundTrust, the Adviser Manager, or the Sub-Adviser, except as may be permitted under the 1940 Act. The Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of the Fund’s Trust's Board of Trustees (the "Board of Trustees") and the AdviserManager, 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 allocated to the Sub-Adviser from time to time, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities and other assets for the Fund’s 's investment portfolioportfolio allocated to the Sub-Adviser, all on behalf of the Fund and consistent with the investment objectives, policies and restrictions of as described in the Fund, as such objectives, policies and restrictions may subsequently be changed by the Fund’s Board of Trustees and publicly described 's most current effective registration statement on Form N-1A and as the Sub-Adviser is notified of such changessame may thereafter be amended from time to time. 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 Fund, will (b) monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunder's investments, and will (c) comply with the provisions of the Fund’s Trust's Declaration of Trust and By-laws, as amended from time to timetime and communicated by the Fund or the Manager to the Sub-Adviser in writing, and (d) comply with (i) the investment objectives, policies and restrictions of stated in the Fund's most recently effective prospectus and statement of additional information, (ii) such other investment objectives, policies, restrictions or instructions as the Manager or the Trust's Board of Trustees may communicate to the extent the Sub-Adviser has received such Declaration of Trust in writing, and By-laws and has been notified of such (iii) any changes to the objectives, policies policies, restrictions or instructions required under the foregoing (i) and restrictions. The Adviser will provide (ii) as communicated to the Sub-Adviser with current copies in writing and (e) assist in the valuation of portfolio assets held by the Fund as reasonably requested by the Manager or the Fund’s Declaration , with the understanding that ultimate responsibility for determining the valuation of Trust and By-laws and any amendments thereto, and any written objectives, policies, procedures or limitations as they may be relevant to the Sub-Adviser’s performance under this Agreementportfolio assets shall rest solely with Manager and/or Fund based on their own determinations. The Sub-Adviser and the Adviser 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 the Fund and to consult with each other regarding the investment affairs of the such Fund. The Fund or the Manager will provide the Sub-Adviser will report to with current copies of the Trust's Declaration of Trust, the Trust's By-laws, the Fund’s Board 's prospectus, the Fund's statement of Trustees additional information and to the Adviser with respect to the implementation of such program. The Sub-Adviser will vote proxies solicited by any amendments thereto, and any objectives, policies or with respect to the issuers of securities in which assets of the Fund allocated by the Adviser limitations not appearing therein as they may be relevant 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's performance under this Agreement. The Sub-Adviser is authorized to select select, in consultation with the brokers Manager, and enter into agreements with the brokers, dealers, futures commission merchants, banks or dealers any other agent or counterparty that will execute the purchases and sales of portfolio securities investments for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s 's orders, taking into account all appropriate factorsfactors in the reasonable discretion of the Sub-Adviser, including including, among other things price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Subject to approval of the Board of Trustees and other servicescompliance 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 if applicable Rule 17e-1 under the 1940 Act), if any, that the Sub-Adviser may be providedselect 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 Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for 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 value of 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 Fund, 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 or other instruments 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 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 occurs 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 assets so purchased or sold, as well as expenses incurred in the transaction, among the Fund and other accounts in a fair and equitable manner as determined in the Sub-Adviser's reasonable discretion. Nevertheless, the Fund and the Manager acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to, among other things, 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, or the inability of one or more accounts to be, 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, the Sub-Adviser is authorized to pay spreads and its affiliates may purchase securities or commissions to brokers or dealers furnishing such services in excess other instruments of spreads or commissions that another broker or dealer may charge an issuer for one client and at approximately the same transaction provided that time recommend selling or sell the Sub-Adviser determined in good faith that the commission same or spread paid was reasonable in relation to the services providedsimilar types of securities, assets or instruments for another client. The Sub-Adviser will properly not arrange purchases or sales of securities or other assets 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 if applicable Rule 17a-7 under the 1940 Act) and the Fund'x xxxxxxes and procedures, (b) the Sub-Adviser determines the purchase or sale is in the best interests of the Fund and (c) the Board of Trustees has approved these types of transactions. 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 herein. 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. Notwithstanding the foregoing, the provisions in this paragraph do not apply to the consultation between the Sub-Adviser and any sub-adviser retained by the Sub-Adviser pursuant to Section 4 hereof. The Sub-Adviser will communicate to the officers and trustees Trustees of the Fund Trust such information relating to transactions for the Fund as they may reasonably request. In no instance will the Fund’s 's portfolio securities assets be purchased from or sold to the AdviserManager, the Sub-Adviser or any affiliated person of either the FundTrust, the Adviser Manager, or the Sub-Adviser, except as may be permitted under the 1940 ActAct 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 the Fund’s 's Board of Trustees and the AdviserManager, 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 the Fund’s 's investment portfolioportfolio allocated to the Sub-Adviser by the Manager, 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 the Fund’s Board of Trustees and publicly described and as the Sub-Adviser is notified of such changes. In the performance of its duties, the Sub-Adviser will satisfy its fiduciary duties to the Fund, will monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunder's investments, and will comply with the provisions of the Fund’s 's Declaration of Trust and By-laws, as amended from time to time, and the stated investment objectives, policies and restrictions of the Fund, to the extent the Sub-Adviser has received such Declaration of Trust and By-laws and has been notified of such objectives, policies and restrictions. The Adviser Manager will provide the Sub-Adviser with current copies of the Fund’s 's Declaration of Trust and Trust, By-laws laws, prospectus and any amendments thereto, and any written objectives, policies, procedures policies or limitations not appearing therein as they may be relevant to the Sub-Adviser’s 's performance under this Agreement. The Sub-Adviser and the Adviser Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. The Sub-Adviser will report to the Fund’s Board of Trustees and to the Adviser 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 in which assets of the Fund Fund's investment portfolio allocated by the Adviser to the Sub-Adviser are invested, consistent with the Sub-Adviser’s its proxy voting guidelines, as in effect from time to time, 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 's shares were voted 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 the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of 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 other services, if any, that may be providedprocedures 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 Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused 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 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 Fund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, 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 that another broker or dealer may charge for the same transaction transaction, provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will the Fund’s portfolio securities be purchased from or sold to the AdviserManager, the Sub-Adviser or any affiliated person of either the Fund, the Adviser Manager, or the Sub-Adviser, except as may be permitted under the 1940 Act. The ; Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of the Fund’s 's Board of Trustees and the AdviserManager, 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 Fund’s 's investment portfolio, all on behalf of the Fund and consistent as described in the Fund's most recent effective registration statement on Form N-2 as declared effective by the SEC, and as the same may thereafter be amended from time to time. In the performance of its duties, the Sub-Adviser will in all material respects (a) satisfy any applicable fiduciary duties it may have to the Fund, (b) monitor the Fund's investments, and (c) comply with the provisions of the Fund's Declaration of Trust and By-laws, as amended from time to time and communicated by the Fund or the Manager to the Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of the Fund, Fund as such objectives, policies and restrictions may subsequently be changed by the Fund’s 's Board of Trustees and publicly described and as communicated by the Fund or the Manager to the Sub-Adviser is notified of such changes. In the performance of its duties, the Sub-Adviser will satisfy its fiduciary duties to the Fund, will monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunder, and will comply with the provisions of the Fund’s Declaration of Trust and By-laws, as amended from time to time, and the investment objectives, policies and restrictions of the Fund, to the extent the Sub-Adviser has received such Declaration of Trust and By-laws and has been notified of such objectives, policies and restrictionswriting. The Adviser will provide Fund or the Manager has provided the Sub-Adviser with current copies of the Fund’s 's Declaration of Trust and Trust, By-laws laws, prospectus, statement of additional information and any amendments thereto, and any written objectives, policies, procedures policies or limitations not appearing therein as they may be relevant to the Sub-Adviser’s 's performance under this Agreement. The Sub-Adviser and 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 the Fund and to consult with each other regarding the investment affairs of the Fund. The Sub-Adviser will report to the Fund’s Board of Trustees and to the Adviser with respect to the implementation of 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 investments for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of 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 other servicescompliance 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), if any, that the Sub-Adviser may be providedselect 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 Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for 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 Fund, 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 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 occurs as part of any aggregate sale or purchase orders, the objective of the 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 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 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, the Sub-Adviser is authorized to pay spreads and its affiliates may purchase securities or commissions to brokers or dealers furnishing such services in excess loans of spreads or commissions that another broker or dealer may charge an issuer for one client and at approximately the same transaction provided that time recommend selling or sell the Sub-Adviser determined in good faith that the commission same or spread paid was reasonable in relation to the services providedsimilar types of securities or loans for another client. The Sub-Adviser will properly 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, (b) the Sub-Adviser determines the purchase or sale is in 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 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 Sub-Adviser. The Sub-Adviser will communicate to the officers and trustees Trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will the Fund’s 's portfolio securities be purchased from or sold to the AdviserManager, the Sub-Adviser or any affiliated person of either the Fund, the Adviser Manager, or the Sub-Adviser, except as may be permitted under the 1940 Act. The Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of Manager and the FundTrust’s Board of Trustees and (the Adviser“Board”), the Sub-Adviser will is authorized to furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities futures contracts, forward contracts, options on futures contracts and other commodity interests (“Commodity Interests”) for the portion of each Fund’s investment 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 portfolio allocated by the Fund’s Board of Trustees and publicly described and as the Manager to Sub-Adviser is notified of such changesAdviser. In the performance of its duties, the Sub-Adviser will satisfy its fiduciary duties to the FundTrust, will select and monitor the each Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunderCommodity Interests, and will comply with the provisions of the FundTrust’s Declaration of Trust and By-laws, each as amended from time to timetime (the “Trust Documents”), and the stated investment objectives, policies and restrictions of the each Fund, to the extent the Sub-Adviser has received such Declaration of Trust and By-laws and has been notified of such objectives, policies and restrictions. The Adviser Manager will provide the Sub-Adviser with current copies of the Trust Documents, each Fund’s Declaration prospectus and Statement of Trust and By-laws Additional Information and any amendments thereto, and any written objectives, policies, procedures policies or limitations restrictions not appearing therein as they may be relevant to the Sub-Adviser’s performance under this Agreement. The Sub-Adviser and the Adviser Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the each Fund and to consult with each other regarding the investment affairs of the each Fund. The Sub-Adviser will report to Manager and the Fund’s Board of Trustees and to the Adviser with respect to the implementation of such programits investment program for each Fund. 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 All commissions and expenses arising from the Sub-Adviser’s proxy voting guidelines, as in effect from time to time, and the best interests trading of Commodity Interests on behalf of the Fund, or other transactions in the course of the administration of the Fund’s account, shall be charged to the applicable Fund’s account with its clearing broker(s). The Manager shall deliver to Sub-Adviser, and renew when necessary, a commodity trading authorization appointing Sub-Adviser as the Funds’ agent and attorney-in-fact for the purpose of trading Commodity Interests on behalf of the Funds. All trades for the accounts of the Funds directed by Sub-Adviser shall be made through such clearing broker(s) as Manager directs. Notwithstanding the foregoing, Sub-Adviser may place orders for transactions in Commodity Interests for the Funds through executing brokers or floor brokers selected by Sub-Adviser and may execute on behalf of the Funds “give-up” agreements with such executing brokers or floor brokers where necessary; provided that (i) Sub-Adviser will maintain appropriate records detailing use its voting best efforts to obtain best execution of proxies each Fund’s transactions and (ii) Sub-Adviser will provide Manager and the Funds on a quarterly basis with a list of the executing brokers or floor brokers Sub-Adviser is then using, and Manager may, within 5 days of receiving such list after consultation with Sub-Adviser, object to the use of an executing broker or floor broker because the Manager reasonably believes the use of such executing broker or floor broker would be detrimental to the Funds and their investors, and Sub-Adviser shall cease using such broker on behalf of the Fund and Funds. Any over-the-counter contracts in Commodity Interests transacted for the Funds’ accounts will be effected through the clearing broker or its affiliates, as agreed 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 between Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research and other services, if any, that may be providedManager. It is understood that the Sub-Adviser from time to time may select other dealers through which any such contracts will not be deemed to have acted unlawfullytraded, or to have breached a fiduciary duty to with the Fund, or be in breach prior written consent of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for 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 Fund, as to which it exercises investment discretionManager. In addition, if in the judgment of the Sub-Adviser, 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 that another broker or dealer may charge for the same transaction provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will the Fund’s portfolio securities be purchased from or sold to the Adviser, the Sub-Adviser or any affiliated person of the Fund, the Adviser or the Sub-Adviser, except as may be permitted under the 1940 Act. The Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of the FundTrust’s Board of Trustees and the 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 Fund’s investment 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 described in the Fund’s Board of Trustees registration statement on Form N-1A (File No. 811-22417) (the “Registration Statement”) as the same may thereafter be amended from time to time and publicly described and as communicated by the Fund or the Adviser to the Sub-Adviser is notified of such changesin writing. In the performance of its duties, the Sub-Adviser will satisfy its fiduciary duties to the Fund, will in all material respects (a) monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunderinvestments, and will (b) comply with the provisions of the FundTrust’s Declaration of Trust and By-laws, as amended from time to timetime and communicated by the Fund or the Adviser to the Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of the Fund, to the extent the Sub-Adviser has received such Declaration of Trust and By-laws and has been notified of Fund as such objectives, policies and restrictionsrestrictions 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 at least 90 days in advance of such changes becoming effective, or as soon as practicable. The Trust, Fund or Adviser will provide has provided the Sub-Adviser with current copies of the FundTrust’s Declaration of Trust and Trust, By-laws laws, prospectus, statement of additional information and any amendments thereto, and any written objectives, policies, procedures policies or limitations not appearing therein as they may be relevant to the Sub-Adviser’s performance under this Agreement. The Sub-Adviser and 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 the Fund and to consult with each other regarding the investment affairs of the Fund. The Sub-Adviser will report to the Fund’s Board of Trustees and to the Adviser with respect to the implementation of 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 investments for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of 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 brokerage services provided by a broker or dealer in accordance with the provisions of Section 28(e) under the Securities and other servicesExchange Act of 1934, if anyas 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), that the Sub-Adviser may be providedselect 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 Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for 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 Fund, 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 the judgment of the Sub-Adviser’s reasonable judgment such aggregation is consistent with seeking best execution in accordance with the 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 Fund would be benefited by supplemental services, the objective of Sub-Adviser is authorized and any of its affiliates involved in such transaction shall be to pay spreads allocate the securities so purchased or commissions 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 brokers the price or dealers furnishing such services in excess size of spreads the securities positions obtainable or commissions that another broker salable. Whenever the Fund and one or dealer may charge for the same transaction provided that the more other investment advisory clients of Sub-Adviser determined have available funds for investment, investments suitable and appropriate for each will be allocated in good faith 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 of an issuer for one client and at approximately the commission same time recommend selling or spread paid was reasonable in relation to sell the services providedsame or similar types of securities for another client. The Sub-Adviser will properly 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, 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 1000 Xxx) and the Fund’s policies and procedures, (b) the Sub-Adviser determines the purchase or sale is in 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 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 the Adviser to the Sub-Adviser in writing at least 90 days in advance of such changes becoming effective, or as soon as practicable. The Sub-Adviser will communicate to the officers and trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will the Fund’s portfolio securities be purchased from or sold to the Adviser, the Sub-Adviser or any affiliated person of the Fund, the Adviser Adviser, or the Sub-Adviser, except as may be permitted under the 1940 ActAct or rules adopted thereunder. The Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of the Adviser and the Fund’s Board of Trustees and the AdviserTrustees, 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 the Fund’s investment portfolioportfolio allocated by the Adviser to the Sub-Adviser, 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 the Fund’s Board of Trustees and publicly described and as the Sub-Adviser is notified of such changes. In the performance of its duties, the Sub-Adviser will satisfy its fiduciary duties to the Fund, will monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunder, and will comply with the provisions of the Fund’s Declaration of Trust and By-laws, as amended from time to time, and the investment objectives, policies and restrictions of the Fund, to the extent the Sub-Adviser has received such Declaration of Trust and By-laws and has been notified of such objectives, policies and restrictions. The Adviser will provide the Sub-Adviser with current copies of the Fund’s Declaration of Trust and By-laws and any amendments thereto, and any written objectives, policies, procedures or limitations as they may be relevant to the Sub-Adviser’s performance under this Agreement. The Sub-Adviser and 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 the Fund and to consult with each other regarding the investment affairs of the Fund. The Sub-Adviser will report to the Fund’s Board of Trustees and to the Adviser with respect to the implementation of 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, 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 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 the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research and other 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 Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for 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 Fund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, 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 that another broker or dealer may charge for the same transaction transaction, provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will the Fund’s portfolio securities be purchased from or sold to the Adviser, the Sub-Adviser or any affiliated person of the Fund, the Adviser or the Sub-Adviser, except as may be permitted under the 1940 Act. The Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of the Fund’s Board of Trustees Directors of the Company and the Adviser, the Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the portfolio investments of the Company furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the FundCompany’s investment portfolioportfolio investments, all on behalf of the Fund Company and consistent as described in the Fund’s registration statement on Form N-1A (File No. 811-22417) (the “Registration Statement”) as the same may thereafter be amended from time to time and communicated by the Company or the Adviser to the Sub-Adviser in writing. In the performance of its duties, the Sub-Adviser will in all material respects (a) monitor the Company’s investments, and (b) comply with (i) the provisions of the Company’s Memorandum of Association and Articles of Association, as such may be amended from time to time (the “Charter Document”), as amended from time to time and communicated by the Company or the Adviser to the Sub-Adviser in writing, (ii) the stated investment objectives, policies and restrictions of the Fund, Company as such objectives, policies and restrictions may subsequently be changed by the FundCompany’s Board of Trustees Directors and publicly described and as communicated by the Company or Adviser to the Sub-Adviser is notified in writing at least 90 days in advance of such changes. In the performance of its dutieschanges becoming effective, the Sub-Adviser will satisfy its fiduciary duties to the Fund, will monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunderor as soon as practicable, and will comply with (iii) all applicable laws and the regulations, including the applicable provisions of the Fund’s Declaration laws of Trust the Cayman Islands and By-lawsthe United States, including the Investment Advisers Act of 1940, as amended from time amended, and to timethe extent required, the 1940 Act, the Commodity Exchange Act, as amended, and the investment objectivesInternal Revenue Code of 1986, policies and restrictions of the Fund, to the extent the Sub-as amended. The Company or Adviser has received such Declaration of Trust and By-laws and has been notified of such objectives, policies and restrictions. The Adviser will provide provided the Sub-Adviser with current copies of the Company’s Charter Document, the Fund’s Declaration prospectus and statement of Trust and By-laws additional information and any amendments thereto, and any written objectives, policies, procedures policies or limitations not appearing therein as they may be relevant to the Sub-Adviser’s performance under this Agreement. The Sub-Adviser and is authorized, in the name of the Company, to place orders for execution of transactions hereunder with or through any broker, dealer, futures commission merchant, bank or any other agent or counterparty that the Sub-Adviser will each make its officers and employees available may select, subject to the other from time to time at reasonable times to review investment policies approval of the Fund and to consult with each other regarding the investment affairs of the FundAdviser, which may not be unreasonably withheld. The Sub-Adviser will report shall negotiate and may execute all futures agreements, options agreements, ISDA Master Agreements, Credit Support Annexes and other contracts and agreements related to derivatives transactions and holdings of the Company, subject to the Fund’s Board approval of Trustees the Adviser, which may not be unreasonably withheld. The Company and to the Adviser shall cooperate with respect to the implementation of 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 investedin setting up and maintaining brokerage accounts, consistent with futures accounts and other accounts the Sub-Adviser’s proxy voting guidelines, as in effect from time Adviser deems advisable to time, allow for the purchase or sale of various forms of securities and the best interests of the Fundother instruments pursuant to this Agreement. 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 investments for the Fund, Company and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of 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 brokerage services provided by a broker or dealer in accordance with the provisions of Section 28(e) under the Securities and other servicesExchange Act of 1934, if anyas amended. Subject to approval by the Company’s Board of Directors and compliance with the policies and procedures adopted by the Board of Directors for the Company and to the extent permitted by and in conformance with applicable law, that the Sub-Adviser may be providedselect 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 FundCompany, or be in breach of any obligation owing to the Fund Company under this Agreement, or otherwise, solely by reason of its having caused the Fund Company to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities portfolio transaction for the Fund Company 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 FundCompany, as to which it exercises investment discretion. In addition, Sub-Adviser may aggregate purchase and sale orders of securities or other assets placed with respect to the assets of the Company with similar orders being made simultaneously for other accounts managed by Sub-Adviser or its affiliates, if in the judgment of the Sub-Adviser’s reasonable judgment such aggregation is consistent with seeking best execution in accordance with the terms hereof. In the event that a purchase or sale of an asset of the Company occurs as part of any aggregate sale or purchase orders, the Fund would be benefited by supplemental services, the objective of Sub-Adviser is authorized and any of its affiliates involved in such transaction shall be to pay spreads allocate the securities so purchased or commissions sold, as well as expenses incurred in the transaction, among the Company and other accounts in an equitable manner. Nevertheless, the Company, Fund and Adviser acknowledge that under some circumstances, such allocation may adversely affect the Company with respect to brokers the price or dealers furnishing such services in excess size of spreads the assets and securities positions obtainable or commissions that another broker salable. Whenever the Company and one or dealer may charge for the same transaction provided that the more other investment advisory clients of Sub-Adviser determined have available funds for investment, investments suitable and appropriate for each will be allocated in good faith 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 assets or securities of an issuer for one client and at approximately the commission same time recommend selling or spread paid was reasonable in relation to sell the services providedsame or similar types of assets or securities for another client. The Sub-Adviser will properly not arrange purchases or sales of portfolio investments between the Company and other accounts advised by the Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law and the Company’s policies and procedures, (b) the Sub-Adviser determines the purchase or sale is in the best interests of the Company, and (c) the Company’s Board of Directors has approved these types of transactions. The Company may adopt policies and procedures that modify or restrict the Sub-Adviser’s authority regarding the execution of the Company’s portfolio transactions provided herein provided that such policies and procedures are communicated by the Company or the Adviser to the Sub-Adviser in writing at least 90 days in advance of such changes becoming effective, or as soon as practicable. The Sub-Adviser will communicate to the officers and trustees directors of the Fund Company such information relating to transactions for the Fund Company as they may reasonably request. In no instance will the Fund’s portfolio securities investments be purchased from or sold to the Adviser, the Sub-Adviser or any affiliated person of the FundCompany, the Adviser Adviser, or the Sub-Adviser, except as may be permitted under the 1940 ActAct or rules adopted thereunder as if the Company were required to be registered under the 0000 Xxx. The Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of the Fund’s 's Board of Trustees and the AdviserManager, the 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 Fund’s 's investment portfolio, all on behalf of the Fund and consistent as described in the Fund's registration statement on Form N-2 (File No. 333-113978) as declared effective by the Securities and Exchange Commission and as the same may be amended from time to time. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Fund, will monitor the Fund'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 Fund's Declaration of Trust and By-laws, as amended from time to time and communicated by the Fund or Manager to Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of the Fund, as such objectives, policies and restrictions may be subsequently be changed by the Fund’s 's Board of Trustees and publicly described and as communicated by the Fund or Manager to Sub-Adviser is notified of such changes. In the performance of its duties, the Sub-Adviser will satisfy its fiduciary duties to the Fund, will monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunder, and will comply with the provisions of the Fund’s Declaration of Trust and By-laws, as amended from time to time, and the investment objectives, policies and restrictions of the Fund, to the extent the Sub-Adviser has received such Declaration of Trust and By-laws and has been notified of such objectives, policies and restrictionswriting. The Adviser Fund or Manager will provide the Sub-Adviser with current copies of the Fund’s 's Declaration of Trust and Trust, By-laws laws, prospectus, statement of additional information and any amendments thereto, and any written objectives, policies, procedures policies or limitations not appearing therein as they may be relevant to the Sub-Adviser’s 's performance under this Agreement. The Sub-Adviser and 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 the Fund and to consult with each other regarding the investment affairs of the Fund. The Sub-Adviser will report to the Fund’s Board of Trustees and to the Adviser with respect to the implementation of 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 brokers, dealers or dealers banks that will execute the purchases and sales of portfolio securities for the Fund, 's assets on behalf of the Fund upon such instructions as may be given or authorized by Sub-Adviser and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of 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. Notwithstanding the foregoing, 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, dealer spread or commission, size and difficulty of the transaction the desired time of the trade, confidentiality, execution and operational capabilities, ongoing borrower diligence, reputation for integrity, sound financial condition and practices and research or other servicesservices provided. Subject to 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), if any, that Sub-Adviser may be providedselect brokers or dealers affiliated with 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 Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for 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 Fund, 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 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 judgment 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 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 not arrange purchases or sales of securities between the Fund and other accounts advised by 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, (b) Sub-Adviser determines the purchase or sale is in the best interests of the Fund, and (c) the Fund's Board of Trustees have approved these types of transactions. The Fund may adopt policies and procedures that modify or restrict the Sub-Adviser, 's authority regarding the Fund would be benefited by supplemental services, execution of the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions that another broker or dealer may charge for the same transaction Fund's portfolio transactions provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services providedherein. The Sub-Adviser will properly communicate to the officers and trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will the Fund’s portfolio securities be purchased from or sold to the AdviserManager, the Sub-Adviser or any affiliated person of either the Fund, the Adviser Manager, or the Sub-Adviser, except as may be permitted under the 1940 Act. The Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of the Fund’s Trust's Board of Trustees (the "Board of Trustees" or the "Board") and the AdviserManager, 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 assets for the Fund’s 's investment portfolio, all on behalf of the Fund and consistent with the Fund's currently effective registration statement on Form N-1A as the same may thereafter be amended from time to time. In the performance of its duties, the Sub-Adviser will in all material respects (a) satisfy any applicable fiduciary duties it may have to the Fund, (b) monitor the Fund's investments or other instruments selected for the Fund by the Sub-Adviser, (c) comply with the provisions of the Trust's Declaration of Trust and By-laws, as amended from time to time and communicated by the Fund or the Manager to the Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of the Fund, Fund as such objectives, policies and restrictions may subsequently be changed by the Fund’s Trust's Board of Trustees and publicly described and as communicated by the Fund or the Manager to the Sub-Adviser is notified of such changes. In the performance of its dutiesin writing, the Sub-Adviser will satisfy its fiduciary duties to the Fund, will monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunder, and will (d) comply with the provisions of the Fund’s Declaration of Trust and By-laws, as amended from time to time, and (i) the investment objectives, policies and restrictions of stated in the Fund's most recently effective prospectus and statement of additional information, (ii) such other investment objectives, policies, restrictions or instructions as the Manager or Trust's Board of Trustees may communicate to the extent the Sub-Adviser has received such Declaration of Trust in writing, and By-laws and has been notified of such (iii) any changes to the objectives, policies policies, restrictions or instructions required under the foregoing (i) and restrictions. The Adviser will provide (ii) as communicated to the Sub-Adviser with current copies in writing and (e) assist in the valuation of portfolio assets held by the Fund as reasonably requested by the Manager or the Fund’s Declaration of Trust and By-laws and any amendments thereto, and any written objectives, policies, procedures or limitations as they may be relevant to the Sub-Adviser’s performance under this Agreement. The Sub-Adviser and the Adviser 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 the Fund and to consult with each other regarding the investment affairs of the Fund. The Fund or the Manager will provide the Sub-Adviser will report to with current copies of the Trust's Declaration of Trust, the Trust's By-laws, the Fund’s Board 's prospectus, the Fund's statement of Trustees additional information and to the Adviser with respect to the implementation of such program. The Sub-Adviser will vote proxies solicited by any amendments thereto, and any policies or with respect to the issuers of securities in which assets of the Fund allocated by the Adviser limitations not appearing therein as they may be relevant to the Sub-Adviser are investedAdviser's performance under this Agreement. Unless otherwise provided by the Manager, 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 brokers, dealers or dealers futures commission merchants, banks or any other agent or counterparty that will execute the purchases and sales of portfolio securities investments for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s 's orders, taking into account all appropriate factors, including among other things, price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Subject to approval by the Board of Trustees and other servicescompliance 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 if applicable Rule 17e-1 under the 1940 Act), if any, that the Sub-Adviser may be providedselect 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 Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for 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 value of 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 Fund, 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 or other instruments 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 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 occurs as part of any aggregate sale or purchase orders, the objective of the Sub-AdviserAdviser and any of its affiliates involved in such transaction shall be to allocate the assets 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, among other things, the price or size of the assets 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 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, the Sub-Adviser is authorized to pay spreads and its affiliates may purchase securities or commissions to brokers or dealers furnishing such services in excess other instruments of spreads or commissions that another broker or dealer may charge an issuer for one client and at approximately the same transaction provided that time recommend selling or sell the Sub-Adviser determined in good faith that the commission same or spread paid was reasonable in relation to the services providedsimilar types of securities, assets or instruments for another client. The Sub-Adviser will properly not arrange purchases or sales of securities or other assets 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 if applicable Rule 17a-7 under the 1940 Act) and the Fund'x xxxxxxes and procedures, (b) the Sub-Adviser determines the purchase or sale is in the best interests of the Fund, and (c) the Board of Trustees has approved these types of transactions. 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 herein. 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 communicate to the officers and trustees Trustees of the Fund trust such information relating to transactions for the Fund as they may reasonably request. In no instance will the Fund’s 's portfolio securities be purchased from or sold to the AdviserManager, the Sub-Adviser or any affiliated person of either the FundTrust, the Adviser Manager, or the Sub-Adviser, except as may be permitted under the 1940 ActAct 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 FundTrust’s Board of Trustees and (the Adviser“Board of Trustees”), 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 Fund’s investment portfolioFunds, 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 the Fund’s Board of Trustees and publicly described and as the Sub-Adviser is notified of such changesFunds. In the performance of its duties, the Sub-Adviser will satisfy its fiduciary duties to the FundTrust, will monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunderFunds’ investments, and will comply with the provisions of the FundTrust’s Declaration of Trust and By-laws, as amended from time to time, and the stated investment objectivesobjective, policies and restrictions of the Fund, to the extent the Sub-Adviser has received such Declaration of Trust and By-laws and has been notified of such objectives, policies and restrictionsFunds. The Adviser Manager will provide the Sub-Adviser with current copies of the FundTrust’s Declaration of Trust and Trust, By-laws laws, prospectus and any amendments thereto, and any written objectives, policies, procedures policies or limitations not appearing therein as they may be relevant to the Sub-Adviser’s performance under this Agreement. The Sub-Adviser and the Adviser Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund Funds and to consult with each other regarding the investment affairs of the FundFunds. The Sub-Adviser will report to the Fund’s Board of Trustees and to the Adviser Manager with respect to the implementation of 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 certain portfolio securities for the FundFunds, and is directed to use its commercially reasonable best efforts to obtain best execution, which includes most favorable net results and execution of the FundTrust’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research and or other services, if any, that may be 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 FundTrust or the Funds, or be in breach of any obligation owing to the Fund Trust or the Funds under this Agreement, or otherwise, solely by reason of its having caused the Fund Funds to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund 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 FundFunds, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the Fund 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 that which another broker or dealer may charge for the same transaction transaction, provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Fund Trust such information relating to transactions for the Fund Funds as they may reasonably request. In no instance will the Fund’s portfolio securities be purchased from or sold to the AdviserManager, the Sub-Adviser or any affiliated person of either the FundTrust, the Adviser Manager, or the Sub-Adviser, except as may be permitted under the 1940 Act. The , 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 the FundTrust’s Board of Trustees and the 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 Fund’s investment 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 described in the Fund’s Board of Trustees registration statement on Form N-1A (File No. _____________) as the same may thereafter be amended from time to time and publicly described and as communicated by the Fund or the Adviser to the Sub-Adviser is notified of such changesin writing. In the performance of its duties, the Sub-Adviser will satisfy its fiduciary duties to the Fund, will in all material respects (a) monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunderinvestments, and will (b) comply with the provisions of the FundTrust’s Declaration of Trust and By-laws, as amended from time to timetime and communicated by the Fund or the Adviser to the Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of the Fund, to the extent the Sub-Adviser has received such Declaration of Trust and By-laws and has been notified of Fund as such objectives, policies and restrictionsrestrictions 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. The Trust, Fund or Adviser will provide has provided the Sub-Adviser with current copies of the FundTrust’s Declaration of Trust and Trust, By-laws laws, prospectus, statement of additional information and any amendments thereto, and any written objectives, policies, procedures policies or limitations not appearing therein as they may be relevant to the Sub-Adviser’s performance under this Agreement. The Sub-Adviser and 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 the Fund and to consult with each other regarding the investment affairs of the Fund. The Sub-Adviser will report to the Fund’s Board of Trustees and to the Adviser with respect to the implementation of 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 investments for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of 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 brokerage services provided by a broker or dealer in accordance with the provisions of Section 28(e) under the Securities and other servicesExchange Act of 1934, if anyas 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), that the Sub-Adviser may be providedselect 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 Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for 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 Fund, 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 the judgment of the Sub-Adviser’s reasonable judgment such aggregation is consistent with seeking best execution in accordance with the 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 Fund would be benefited by supplemental services, the objective of Sub-Adviser is authorized and any of its affiliates involved in such transaction shall be to pay spreads allocate the securities so purchased or commissions 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 brokers the price or dealers furnishing such services in excess size of spreads the securities positions obtainable or commissions that another broker salable. Whenever the Fund and one or dealer may charge for the same transaction provided that the more other investment advisory clients of Sub-Adviser determined have available funds for investment, investments suitable and appropriate for each will be allocated in good faith 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 of an issuer for one client and at approximately the commission same time recommend selling or spread paid was reasonable in relation to sell the services providedsame or similar types of securities for another client. The Sub-Adviser will properly 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, 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 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 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 the Adviser to the Sub-Adviser in writing. The Sub-Adviser will communicate to the officers and trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will the Fund’s portfolio securities be purchased from or sold to the Adviser, the Sub-Adviser or any affiliated person of the Fund, the Adviser Adviser, or the Sub-Adviser, except as may be permitted under the 1940 ActAct or rules adopted thereunder. The Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of the Fund’s Trust's Board of Trustees (the "Board of Trustees") and the AdviserManager, 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 Fund’s 's investment portfolio, all on behalf of the Fund and consistent as described in the Fund's initial registration statement on Form N-1A as declared effective by the SEC and as the same may thereafter be amended from time to time. In the performance of its duties, the Sub-Adviser will in all material respects (a) satisfy any applicable fiduciary duties it may have to the Fund, (b) monitor the Fund's investments, (c) comply with the provisions of the Fund's Declaration of Trust and By-laws, as amended from time to time and communicated by the Fund or the Manager to the Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of the Fund, Fund as such objectives, policies and restrictions may subsequently be changed by the Fund’s 's Board of Trustees and publicly described and as communicated by the Fund or the Manager to the Sub-Adviser is notified in writing, and (d) assist in the valuation of such changes. In portfolio securities held by the performance of its duties, Fund as requested by the Sub-Adviser will satisfy its fiduciary duties to Manager or the Fund, will monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunder, and will comply with the provisions of the Fund’s Declaration of Trust and By-laws, as amended from time to time, and the investment objectives, policies and restrictions of the Fund, to the extent the Sub-Adviser has received such Declaration of Trust and By-laws and has been notified of such objectives, policies and restrictions. The Adviser will provide Fund or the Manager has provided the Sub-Adviser with current copies of the Fund’s 's Declaration of Trust and Trust, By-laws laws, prospectus, statement of additional information and any amendments thereto, and any written objectives, policies, procedures policies or limitations not appearing therein as they may be relevant to the Sub-Adviser’s 's performance under this Agreement. The Sub-Adviser and 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 the Fund and to consult with each other regarding the investment affairs of the Fund. The Sub-Adviser will report to the Fund’s Board of Trustees and to the Adviser with respect to the implementation of 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 investments for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of 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 Board of Trustees and other servicescompliance 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), if any, that the Sub-Adviser may be providedselect 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 Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for 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 Fund, 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 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 occurs as part of any aggregate sale or purchase orders, the objective of the 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 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 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, the 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 that another broker or dealer may charge an issuer for one client and at approximately the same transaction provided that time recommend selling or sell the Sub-Adviser determined in good faith that the commission same or spread paid was reasonable in relation to the services providedsimilar types of securities for another client. The Sub-Adviser will properly 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, (b) the Sub-Adviser determines the purchase or sale is in the best interests of the Fund, and (c) the Board of Trustees has approved these types of transactions. 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 herein. 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 communicate to the officers and trustees Trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will the Fund’s 's portfolio securities be purchased from or sold to the AdviserManager, the Sub-Adviser or any affiliated person of either the FundTrust, the Adviser Manager, or the Sub-Adviser, except as may be permitted under the 1940 ActAct 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 of the FundTrust’s Board of Trustees (the “Board of Trustees” or the “Board”) and the AdviserManager, 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, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities and other assets for the each Fund’s investment portfolio, all on behalf of the such Fund and consistent with the investment objectives, policies and restrictions of the Fund, also as such objectives, policies and restrictions may subsequently be changed by described in the Fund’s Board of Trustees and publicly described most current effective registration statement on Form N-1A, or any successor form thereto, and as the same may thereafter be amended from time to time. The Sub-Adviser is notified will be responsible for the investment of such changesassets of each Fund for management under this Agreement, plus all investments, reinvestments and proceeds of the sale thereof, including, without limitation, all interest, dividends and appreciation on investments, less depreciation thereof and withdrawals by the Manager therefrom. In the performance of its dutiesduties with regard to the assetsmanaged, the Sub-Adviser will (a) satisfy its any applicable fiduciary duties it may have to the each Fund, will (b) monitor the each Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunderor other instruments, and will (c) comply with the provisions of the FundTrust’s Declaration of Trust and By-laws, as amended from time to time, time and communicated by a Fund or the investment objectives, policies and restrictions of the Fund, to the extent the Sub-Adviser has received such Declaration of Trust and By-laws and has been notified of such objectives, policies and restrictions. The Adviser will provide the Sub-Adviser with current copies of the Fund’s Declaration of Trust and By-laws and any amendments thereto, and any written objectives, policies, procedures or limitations as they may be relevant Manager to the Sub-Adviser, (d) comply with (i) the respective investment objective(s), policies and restrictions stated in the applicable Fund’s performance most recently effective prospectus and statement of additional information, (ii) such other investment objectives, policies, restrictions or instructions as the Manager or the Trust’s Board of Trustees may communicate to the Sub-Adviser in writing, and (iii) any changes to the objectives, policies, restrictions or instructions required under this Agreementthe foregoing (i) and (ii) as communicated to the Sub-Adviser in writing and (e) assist in the valuation of portfolio assets held by each Fund as requested by the Manager or the respective Fund, with the understanding that ultimate responsibility for determining the valuation of portfolio assets shall rest solely with Manager and/or Fund based on their own determinations. The Sub-Adviser and the Adviser 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 the Fund Funds and to consult with each other regarding the investment affairs of the FundFunds. The Sub-Adviser Each Fund or the Manager will report to the Fund’s Board of Trustees and to the Adviser with respect to the implementation of 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 provide the Sub-Adviser are investedwith current copies of the Trust’s Declaration of Trust, consistent with the Trust’s By-laws, and any Fund objectives, policies or limitations not appearing in such Fund’s prospectus or statement of additional information as they may be relevant to 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 the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research and other 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 Fund, or be in breach of any obligation owing to the Fund performance under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for 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 Fund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, 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 that another broker or dealer may charge for the same transaction provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will the Each Fund’s portfolio securities be purchased from or sold to the Adviserprospectus, the Sub-Adviser or each Fund’s statement of additional information and any affiliated person of the amendments thereto are made available on such Fund, the Adviser or the Sub-Adviser, except as may be permitted under the 1940 Act. The Sub-Adviser further agrees that it:’s public website.

Services to be Performed. Subject always to the supervision of the Fund’s Trust's Board of Trustees (the "Board of Trustees"), the Manager and the Sub-Adviser, the Sub-Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the securities and other assets of the Fund allocated to the Sub-Sub-Adviser from time to time by the Sub-Adviser (the "Sub-Sub-Advised Assets"), furnish an investment program in respect of, make investment decisions for, and place all orders (either directly or through the Manager) for the purchase and sale of securities for the Fund’s investment portfolioSub-Sub-Advised Assets, 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 guidelines provided by the Fund’s Board of Trustees and publicly described and as Manager or the Sub-Adviser is notified of such changesto the Sub-Sub-Adviser and the Fund's currently effective registration statement on Form N-1A as they both may hereafter be amended from time to time and communicated by the Fund, the Manager or the Sub-Adviser to the Sub-Sub-Adviser in writing. In the performance of its duties, the Sub-Sub-Adviser will in all material respects (a) satisfy its any applicable fiduciary duties it may have to the Fund, will (b) monitor the Fund’s 's investments in securities selected for the Fund by the Sub-Adviser hereunderor other instruments allocated to it, and will (c) comply with the provisions of the Fund’s Trust's Declaration of Trust and By-laws, as amended from time to timetime and communicated by the Fund, and the Manager or the Sub-Adviser to the Sub-Sub-Adviser in writing, (d) comply with (i) the investment objectivesobjective, policies and restrictions of stated in the Fund, 's most recently effective prospectus and statement of additional information that are applicable to the extent Fund's investment portfolio, (ii) such other investment policies, restrictions or instructions as the Manager, the Trust's Board of Trustees or the Sub-Adviser has received such Declaration may communicate to the Sub-Sub-Adviser in writing, and (iii) any changes to the objective, policies, restrictions or instructions required under the foregoing (i) and (ii) as communicated to the Sub-Sub-Adviser in writing and (e) assist in the valuation of Trust and Byportfolio assets held by the Fund as reasonably requested by the Manager, the Fund or the Sub-laws and has been notified of such objectives, policies and restrictionsAdviser. The Fund, the Manager or the Sub-Adviser will shall provide the Sub-Sub-Adviser with current copies of the Fund’s Trust's Declaration of Trust and Trust, By-laws laws, the Fund's prospectus, the Fund's statement of additional information and any amendments thereto, and any written objectives, policies, procedures policies or limitations not appearing therein as they may be relevant to the Sub-Adviser’s 's performance under this Agreement. The If the Sub-Sub-Adviser has a question about whether any proposed transaction with respect to the Fund would be in compliance with such documentation, it may consult with the Manager or the Sub-Adviser, and the Manager or the Sub-Adviser will each make its officers provide instructions upon which the Sub-Sub-Adviser may rely in purchasing and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of selling securities for the Fund. The Sub-Sub-Adviser is responsible for voting in respect of securities held in the Fund's portfolio and will report exercise or not exercise a right to vote in accordance with the Sub-Sub-Adviser's proxy voting policy, a copy of which has been provided to the Fund’s Board of Trustees and to the Adviser with respect to the implementation of such programManager. 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 shall promptly notify the Sub-Adviser’s proxy voting guidelines, as in effect from time to time, Manager and the best interests Fund of any material change in the Fundvoting policy. The Sub-Sub-Adviser will maintain appropriate records detailing its voting of proxies is permitted to represent any holdings on behalf of the Fund at any ordinary or special meeting of shareholders and upon reasonable request will provide a report setting forth has the proposals voted on and how right to exercise any voting rights or any other similar or connected rights. Unless otherwise provided by the Fund’s shares were voted including Manager or the name of Sub-Adviser, the corresponding issuers. The Sub-Sub-Adviser is authorized to select the brokers brokers, dealers, futures commission merchants, banks or dealers any other agent or counterparty that will execute the purchases and sales of portfolio securities for the FundSub-Sub-Advised Assets, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s 's orders, taking into account all appropriate factors, including among other things, price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Subject to approval by the Board of Trustees and other servicescompliance 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 if applicable Rule 17e-1 under the 1940 Act), if any, that the Sub-Sub-Adviser may be providedselect brokers or dealers affiliated with the Sub-Sub-Adviser. It is understood that the Sub-Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-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-Sub-Adviser’s 's overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. In addition, the Sub-Sub-Adviser may, to the extent permitted by applicable law, aggregate purchase and sale orders of securities or other instruments placed with respect to the assets of the Fund with similar orders being made simultaneously for other accounts managed by the Sub-Sub-Adviser or its affiliates, if in the Sub-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 occurs as part of any aggregate sale or purchase orders, the objective of the Sub-AdviserSub-Adviser and any of its affiliates involved in such transaction shall be to allocate the assets 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, the Manager and Sub-Adviser acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to, among other things, the price or size of the assets obtainable or salable. Whenever the Fund and one or more other investment advisory clients of the Sub-Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by the Sub-Sub-Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being, or the inability of one or more accounts to be, 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, the Sub-Sub-Adviser is authorized to pay spreads and its affiliates may purchase securities or commissions to brokers or dealers furnishing such services in excess other instruments of spreads or commissions that another broker or dealer may charge an issuer for one client and at approximately the same transaction time recommend selling or sell the same or similar types of securities, assets or instruments for another client. The Sub-Sub-Adviser will not arrange purchases or sales of securities or other assets between the Fund and other accounts advised by the Sub-Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including if applicable Rule 17a-7 under the 1940 Act) and the Funx'x xxxxcies and procedures, (b) the Sub-Sub-Adviser determines the purchase or sale is in the best interests of the Fund, and (c) the Board of Trustees has approved these types of transactions. The Fund may adopt policies and procedures that modify or restrict the Sub-Sub-Adviser's authority regarding the execution of the Fund's portfolio transactions provided that herein, which policies and procedures will become binding upon the Sub-Sub-Adviser upon delivery by the Fund, the Manager or the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation of written notice thereof to the services providedSub-Sub-Adviser; provided that, notwithstanding the foregoing, (a) the Manager or Sub-Adviser, as applicable, shall provide not less than sixty (60) days' written notice to the Sub-Sub-Adviser prior to adopting any policy of procedure that materially modifies or restricts the investment strategy, investment guidelines or investment policies and (b) the Sub-Sub-Adviser will not be deemed to be in breach of its obligations hereunder as a result of any non-compliance with any policy or procedure that otherwise modifies or restricts the execution of the Fund's portfolio transactions if the Sub-Sub-Adviser uses commercially reasonable efforts to conform to such policy and procedure as promptly as reasonably practicable after receiving written notice thereof. The Sub-Sub-Adviser will properly communicate to the officers and trustees Trustees of the Fund Trust and the Sub-Adviser such information relating to transactions for the Fund as they any of the foregoing may reasonably request. In no instance will the Fund’s 's portfolio securities assets be purchased from or sold to the Manager, the Sub-Adviser, the Sub-Sub-Adviser or any affiliated person of the FundTrust, the Manager, the Sub-Adviser or the Sub-Sub-Adviser, except as may be permitted under the 1940 ActAct and under no circumstances will the Sub-Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. To enable the Sub-Sub-Adviser to comply with the foregoing provision, the Manager agrees that it will (a) provide the Sub-Sub-Adviser with a list of affiliated persons of the Trust and the Manager and (b) from time to time, update the list as necessary. The Sub-Sub-Adviser further agrees that it:

Services to be Performed. (a) Subject always to the supervision of the FundTrust’s Board of Trustees (the “Board of Trustees” or the “Board”) and the AdviserManager, 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, and place all orders (either directly or through the Manager) for the purchase and sale of securities and other assets for the each Fund’s investment portfolio, all on behalf of the such Fund and consistent with the investment objectives, policies and restrictions of the Fund, also as such objectives, policies and restrictions may subsequently be changed by described in the Fund’s Board of Trustees and publicly described most current effective registration statement on Form N-1A, or any successor form thereto, and as the same may thereafter be amended from time to time. The Sub-Adviser will be responsible for the investment of only the assets which the Manager allocates to the Sub-Adviser is notified for management under this Agreement, plus all investments, reinvestments and proceeds of such changesthe sale thereof, including, without limitation, all interest, dividends and appreciation on investments, less depreciation thereof and withdrawals by the Manager therefrom there being no minimum or maximum percentage of the Fund’s assets to be allocated to the Sub-Adviser from time to time hereunder. In the performance of its dutiesduties with regard to the assets allocated to the Sub-Adviser, the Sub-Adviser will (a) satisfy its any applicable fiduciary duties it may have to the each Fund, will (b) monitor the each Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunderor other instruments, and will (c) comply with the provisions of the FundTrust’s Declaration of Trust and By-laws, as amended from time to time, time and communicated by a Fund or the investment objectives, policies and restrictions of the Fund, to the extent the Sub-Adviser has received such Declaration of Trust and By-laws and has been notified of such objectives, policies and restrictions. The Adviser will provide the Sub-Adviser with current copies of the Fund’s Declaration of Trust and By-laws and any amendments thereto, and any written objectives, policies, procedures or limitations as they may be relevant Manager to the Sub-Adviser, (d) comply with (i) the respective investment objective(s), policies and restrictions stated in the applicable Fund’s performance most recently effective prospectus and statement of additional information, (ii) such other investment objectives, policies, restrictions or instructions as the Manager or the Trust’s Board of Trustees may communicate to the Sub-Adviser in writing, and (iii) any changes to the objectives, policies, restrictions or instructions required under this Agreementthe foregoing (i) and (ii) as communicated to the Sub-Adviser in writing and (e) assist in the valuation of portfolio assets held by each Fund as requested by the Manager or the respective Fund. The Sub-Adviser and the Adviser 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 the Fund Funds and to consult with each other regarding the investment affairs of the FundFunds. The Sub-Adviser Each Fund or the Manager will report to the Fund’s Board of Trustees and to the Adviser with respect to the implementation of 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 provide the Sub-Adviser are investedwith current copies of the Trust’s Declaration of Trust, consistent with the Trust’s By-laws, and any Fund objectives, policies or limitations not appearing in such Fund’s prospectus or statement of additional information as they may be relevant to 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 the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research and other 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 Fund, or be in breach of any obligation owing to the Fund performance under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for 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 Fund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, 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 that another broker or dealer may charge for the same transaction provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will the Each Fund’s portfolio securities be purchased from or sold to the Adviserprospectus, the Sub-Adviser or each Fund’s statement of additional information and any affiliated person of the amendments thereto are made available on such Fund, the Adviser or the Sub-Adviser, except as may be permitted under the 1940 Act. The Sub-Adviser further agrees that it:’s public website.

Services to be Performed. Subject always to the supervision of the FundTrust’s Board of Trustees and the AdviserManager, 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 Fund’s investment 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 the Fund’s Board of Trustees and publicly described and as the Sub-Adviser is notified of such changes. In the performance of its duties, the Sub-Adviser will satisfy its fiduciary duties to the FundTrust, will monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunderinvestments, and will comply with the provisions of the FundTrust’s Declaration of Trust and By-laws, as amended from time to time, and the stated investment objectives, policies and restrictions of the each Fund, to the extent the Sub-Adviser has received such Declaration of Trust and By-laws and has been notified of such objectives, policies and restrictions. The Adviser Manager will provide the Sub-Adviser with current copies of the FundTrust’s Declaration of Trust and Trust, By-laws laws, prospectus and any amendments thereto, and any written objectives, policies, procedures policies or limitations not appearing therein as they may be relevant to the Sub-Adviser’s performance under this Agreement. The Sub-Adviser and the Adviser Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. The Sub-Adviser will report to the Fund’s Board of Trustees and to the Adviser Manager with respect to the implementation of 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 the Fund, and is directed to use its commercially reasonable best efforts to obtain best execution, which includes most favorable net results and execution of the FundTrust’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research and or other services, if any, that may be 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 Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund Trust to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund 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 FundTrust, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the 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 that which another broker or dealer may charge for the same transaction transaction, provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Fund Trust such information relating to transactions for the each Fund as they may reasonably request. In no instance will the Fund’s portfolio securities be purchased from or sold to the AdviserManager, the Sub-Adviser or any affiliated person of either the FundTrust, the Adviser Manager, or the Sub-Adviser, except as may be permitted under the 1940 Act. The 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 the Adviser and the Fund’s Board of Trustees and the AdviserDirectors, 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 the Fund’s investment portfolioportfolio allocated by the Adviser to the Sub-Adviser, 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 the Fund’s Board of Trustees Directors and publicly described and as the Sub-Adviser is notified of such changes. In the performance of its duties, the Sub-Adviser will satisfy its fiduciary duties to the Fund, will monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunder, and will comply with the provisions of the Fund’s Declaration Articles of Trust Incorporation and By-laws, as amended from time to time, and the investment objectives, policies and restrictions of the Fund, to the extent the Sub-Adviser has received such Declaration of Trust and By-laws and has been notified of such objectives, policies and restrictions. The Adviser will provide the Sub-Adviser with current copies of the Fund’s Declaration Articles of Trust Incorporation and By-laws and any amendments thereto, and any written objectives, policies, procedures or limitations as they may be relevant to the Sub-Adviser’s performance under this Agreement. The Sub-Adviser and 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 the Fund and to consult with each other regarding the investment affairs of the Fund. The Sub-Adviser will report to the Fund’s Board of Trustees Directors and to the Adviser with respect to the implementation of 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, 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 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 the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research and other 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 Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for 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 Fund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, 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 that another broker or dealer may charge for the same transaction transaction, provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees directors of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will the Fund’s portfolio securities be purchased from or sold to the Adviser, the Sub-Adviser or any affiliated person of the Fund, the Adviser or the Sub-Adviser, except as may be permitted under the 1940 Act. The Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of the Fund’s 's Board of Trustees and the AdviserManager, 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 Fund’s 's investment portfolio, all on behalf of the Fund and consistent as described in the Fund's most recent effective registration statement on Form N-2 as declared effective by the SEC, and as the same may thereafter be amended from time to time. In the performance of its duties, the Sub-Adviser will in all material respects (a) satisfy any applicable fiduciary duties it may have to the Fund, (b) monitor the Fund's investments, and (c) comply with the provisions of the Fund's Declaration of Trust and By-laws, as amended from time to time and communicated by the Fund or the Manager to the Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of the Fund, Fund as such objectives, policies and restrictions may subsequently be changed by the Fund’s 's Board of Trustees and publicly described and as communicated by the Fund or the Manager to the Sub-Adviser is notified of such changes. In the performance of its duties, the Sub-Adviser will satisfy its fiduciary duties to the Fund, will monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunder, and will comply with the provisions of the Fund’s Declaration of Trust and By-laws, as amended from time to time, and the investment objectives, policies and restrictions of the Fund, to the extent the Sub-Adviser has received such Declaration of Trust and By-laws and has been notified of such objectives, policies and restrictionswriting. The Adviser will provide Fund or the Manager has provided the Sub-Adviser with current copies of the Fund’s 's Declaration of Trust and Trust, By-laws laws, prospectus, statement of additional information and any amendments thereto, and any written objectives, policies, procedures policies or limitations not appearing therein as they may be relevant to the Sub-Adviser’s 's performance under this Agreement. The Sub-Adviser and 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 the Fund and to consult with each other regarding the investment affairs of the Fund. The Sub-Adviser will report to the Fund’s Board of Trustees and to the Adviser with respect to the implementation of 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 investments for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of 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 other servicescompliance 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), if any, that the Sub-Adviser may be providedselect 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 Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for 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 Fund, 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 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 occurs as part of any aggregate sale or purchase orders, the objective of the 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 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 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, the Sub-Adviser is authorized to pay spreads and its affiliates may purchase securities or commissions to brokers or dealers furnishing such services in excess loans of spreads or commissions that another broker or dealer may charge an issuer for one client and at approximately the same transaction provided that time recommend selling or sell the Sub-Adviser determined in good faith that the commission same or spread paid was reasonable in relation to the services providedsimilar types of securities or loans for another client. The Sub-Adviser will properly 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'x xxxxxxes and procedures, (b) the Sub-Adviser determines the purchase or sale is in 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 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 Sub-Adviser. The Sub-Adviser will communicate to the officers and trustees Trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will the Fund’s 's portfolio securities be purchased from or sold to the AdviserManager, the Sub-Adviser or any affiliated person of either the Fund, the Adviser Manager, or the Sub-Adviser, except as may be permitted under the 1940 Act. The Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of the Fund’s Trust's Board of Trustees (the "Board of Trustees"), the Manager and the Sub-Adviser, the Sub-Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the securities and other assets of the Fund allocated to the Sub-Sub-Adviser from time to time by the Sub-Adviser (the "Sub-Sub-Advised Assets"), furnish an investment program in respect of, make investment decisions for, and place all orders (either directly or through the Manager) for the purchase and sale of securities for the Fund’s investment portfolioSub-Sub-Advised Assets, 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 guidelines provided by the Fund’s Board of Trustees and publicly described and as Manager or the Sub-Adviser is notified of such changesto the Sub-Sub-Adviser and the Fund's currently effective registration statement on Form N-1A as they both may hereafter be amended from time to time and communicated by the Fund, the Manager or the Sub-Adviser to the Sub-Sub-Adviser in writing. In the performance of its duties, the Sub-Sub-Adviser will in all material respects (a) satisfy its any applicable fiduciary duties it may have to the Fund, will (b) monitor the Fund’s 's investments in securities selected for the Fund by the Sub-Adviser hereunderor other instruments allocated to it, and will (c) comply with the provisions of the Fund’s Trust's Declaration of Trust and By-laws, as amended from time to timetime and communicated by the Fund, and the Manager or the Sub-Adviser to the Sub-Sub-Adviser in writing, (d) comply with (i) the investment objectivesobjective, policies and restrictions of stated in the Fund, 's most recently effective prospectus and statement of additional information that are applicable to the extent Fund's investment portfolio, (ii) such other investment policies, restrictions or instructions as the Manager, the Trust's Board of Trustees or the Sub-Adviser has received such Declaration may communicate to the Sub-Sub-Adviser in writing, and (iii) any changes to the objective, policies, restrictions or instructions required under the foregoing (i) and (ii) as communicated to the Sub-Sub-Adviser in writing and (e) assist in the valuation of Trust and Byportfolio assets held by the Fund as reasonably requested by the Manager, the Fund or the Sub-laws and has been notified of such objectives, policies and restrictionsAdviser. The Fund, the Manager or the Sub-Adviser will shall provide the Sub-Sub-Adviser with current copies of the Fund’s Trust's Declaration of Trust and Trust, By-laws laws, the Fund's prospectus, the Fund's statement of additional information and any amendments thereto, and any written objectives, policies, procedures policies or limitations not appearing therein as they may be relevant to the Sub-Adviser’s 's performance under this Agreement. The If the Sub-Sub-Adviser has a question about whether any proposed transaction with respect to the Fund would be in compliance with such documentation, it may consult with the Manager or the Sub-Adviser, and the Manager or the Sub-Adviser will each make its officers provide instructions upon which the Sub-Sub-Adviser may rely in purchasing and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of selling securities for the Fund. The Sub-Sub-Adviser is responsible for voting in respect of securities held in the Fund's portfolio and will report exercise or not exercise a right to vote in accordance with the Sub-Sub-Adviser's proxy voting policy, a copy of which has been provided to the Fund’s Board of Trustees and to the Adviser with respect to the implementation of such programManager. 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 shall promptly notify the Sub-Adviser’s proxy voting guidelines, as in effect from time to time, Manager and the best interests Fund of any material change in the Fundvoting policy. The Sub-Sub-Adviser will maintain appropriate records detailing its voting of proxies is permitted to represent any holdings on behalf of the Fund at any ordinary or special meeting of shareholders and upon reasonable request will provide a report setting forth has the proposals voted on and how right to exercise any voting rights or any other similar or connected rights. Unless otherwise provided by the Fund’s shares were voted including Manager or the name of Sub-Adviser, the corresponding issuers. The Sub-Sub-Adviser is authorized to select the brokers brokers, dealers, futures commission merchants, banks or dealers any other agent or counterparty that will execute the purchases and sales of portfolio securities for the FundSub-Sub-Advised Assets, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s 's orders, taking into account all appropriate factors, including among other things, price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Subject to approval by the Board of Trustees and other servicescompliance 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 if applicable Rule 17e-1 under the 1940 Act), if any, that the Sub-Sub-Adviser may be providedselect brokers or dealers affiliated with the Sub-Sub-Adviser. It is understood that the Sub-Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-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-Sub-Adviser’s 's overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. In addition, the Sub-Sub-Adviser may, to the extent permitted by applicable law, aggregate purchase and sale orders of securities or other instruments placed with respect to the assets of the Fund with similar orders being made simultaneously for other accounts managed by the Sub-Sub-Adviser or its affiliates, if in the Sub-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 occurs as part of any aggregate sale or purchase orders, the objective of the Sub-AdviserSub-Adviser and any of its affiliates involved in such transaction shall be to allocate the assets 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, the Manager and Sub-Adviser acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to, among other things, the price or size of the assets obtainable or salable. Whenever the Fund and one or more other investment advisory clients of the Sub-Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by the Sub-Sub-Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being, or the inability of one or more accounts to be, 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, the Sub-Sub-Adviser is authorized to pay spreads and its affiliates may purchase securities or commissions to brokers or dealers furnishing such services in excess other instruments of spreads or commissions that another broker or dealer may charge an issuer for one client and at approximately the same transaction time recommend selling or sell the same or similar types of securities, assets or instruments for another client. The Sub-Sub-Adviser will not arrange purchases or sales of securities or other assets between the Fund and other accounts advised by the Sub-Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including if applicable Rule 17a-7 under the 1940 Act) and the Fund'x xxxxxies and procedures, (b) the Sub-Sub-Adviser determines the purchase or sale is in the best interests of the Fund, and (c) the Board of Trustees has approved these types of transactions. The Fund may adopt policies and procedures that modify or restrict the Sub-Sub-Adviser's authority regarding the execution of the Fund's portfolio transactions provided that herein, which policies and procedures will become binding upon the Sub-Sub-Adviser upon delivery by the Fund, the Manager or the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation of written notice thereof to the services providedSub-Sub-Adviser; provided that, notwithstanding the foregoing, (a) the Manager or Sub-Adviser, as applicable, shall provide not less than sixty (60) days' written notice to the Sub-Sub-Adviser prior to adopting any policy of procedure that materially modifies or restricts the investment strategy, investment guidelines or investment policies and (b) the Sub-Sub-Adviser will not be deemed to be in breach of its obligations hereunder as a result of any non-compliance with any policy or procedure that otherwise modifies or restricts the execution of the Fund's portfolio transactions if the Sub-Sub-Adviser uses commercially reasonable efforts to conform to such policy and procedure as promptly as reasonably practicable after receiving written notice thereof. The Sub-Sub-Adviser will properly communicate to the officers and trustees Trustees of the Fund Trust and the Sub-Adviser such information relating to transactions for the Fund as they any of the foregoing may reasonably request. In no instance will the Fund’s 's portfolio securities assets be purchased from or sold to the Manager, the Sub-Adviser, the Sub-Sub-Adviser or any affiliated person of the FundTrust, the Manager, the Sub-Adviser or the Sub-Sub-Adviser, except as may be permitted under the 1940 ActAct and under no circumstances will the Sub-Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. To enable the Sub-Sub-Adviser to comply with the foregoing provision, the Manager agrees that it will (a) provide the Sub-Sub-Adviser with a list of affiliated persons of the Trust and the Manager and (b) from time to time, update the list as necessary. The Sub-Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of the Fund’s 's Board of Trustees and the AdviserManager, 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 Fund’s 's investment portfolio, all on behalf of the Fund and consistent as described in the Fund's most recent effective registration statement on Form N-2 as declared effective by the SEC, and as the same may thereafter be amended from time to time. In the performance of its duties, the Sub-Adviser will in all material respects (a) satisfy any applicable fiduciary duties it may have to the Fund, (b) monitor the Fund's investments, and (c) comply with the provisions of the Fund's Declaration of Trust and By-laws, as amended from time to time and communicated by the Fund or the Manager to the Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of the Fund, Fund as such objectives, policies and restrictions may subsequently be changed by the Fund’s 's Board of Trustees and publicly described and as communicated by the Fund or the Manager to the Sub-Adviser is notified of such changes. In the performance of its duties, the Sub-Adviser will satisfy its fiduciary duties to the Fund, will monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunder, and will comply with the provisions of the Fund’s Declaration of Trust and By-laws, as amended from time to time, and the investment objectives, policies and restrictions of the Fund, to the extent the Sub-Adviser has received such Declaration of Trust and By-laws and has been notified of such objectives, policies and restrictionswriting. The Adviser will provide Fund or the Manager has provided the Sub-Adviser with current copies of the Fund’s 's Declaration of Trust and Trust, By-laws laws, prospectus, statement of additional information and any amendments thereto, and any written objectives, policies, procedures policies or limitations not appearing therein as they may be relevant to the Sub-Adviser’s 's performance under this Agreement. The Sub-Adviser and 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 the Fund and to consult with each other regarding the investment affairs of the Fund. The Sub-Adviser will report to the Fund’s Board of Trustees and to the Adviser with respect to the implementation of 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 investments for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of 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 other servicescompliance 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), if any, that the Sub-Adviser may be providedselect 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 Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for 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 Fund, 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 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 occurs as part of any aggregate sale or purchase orders, the objective of the 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 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 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, the 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 that another broker or dealer may charge an issuer for one client and at approximately the same transaction provided that time recommend selling or sell the Sub-Adviser determined in good faith that the commission same or spread paid was reasonable in relation to the services providedsimilar types of securities for another client. The Sub-Adviser will properly 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, (b) the Sub-Adviser determines the purchase or sale is in 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 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 Sub-Adviser. The Sub-Adviser will communicate to the officers and trustees Trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will the Fund’s 's portfolio securities be purchased from or sold to the AdviserManager, the Sub-Adviser or any affiliated person of either the Fund, the Adviser Manager, or the Sub-Adviser, except as may be permitted under the 1940 Act. The Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of the Fund’s Board of Trustees Directors of the Company and the Adviser, the Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the portfolio investments of the Company furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the FundCompany’s investment portfolioportfolio investments, all on behalf of the Fund Company and consistent as described in the Fund’s registration statement on Form N-1A (File No. 811-22417) (the “Registration Statement”) as the same may thereafter be amended from time to time and communicated by the Company or the Adviser to the Sub-Adviser in writing. In the performance of its duties, the Sub-Adviser will in all material respects (a) monitor the Company’s investments, and (b) comply with (i) the provisions of the Company’s Memorandum of Association and Articles of Association, as such may be amended from time to time (the “Charter Document”), as amended from time to time and communicated by the Company or the Adviser to the Sub-Adviser in writing, (ii) the stated investment objectives, policies and restrictions of the Fund, Company as such objectives, policies and restrictions may subsequently be changed by the FundCompany’s Board of Trustees Directors and publicly described and as communicated by the Company or Adviser to the Sub-Adviser is notified in writing at least 90 days in advance of such changes. In the performance of its dutieschanges becoming effective, the Sub-Adviser will satisfy its fiduciary duties to the Fund, will monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunderor as soon as practicable, and will comply with (iii) all applicable laws and the regulations, including the applicable provisions of the Fund’s Declaration laws of Trust the Cayman Islands and By-lawsthe United States, including the Investment Advisers Act of 1940, as amended from time amended, and to timethe extent required, the 1940 Act, the Commodity Exchange Act, as amended, and the investment objectivesInternal Revenue Code of 1986, policies and restrictions of the Fund, to the extent the Sub-as amended. The Company or Adviser has received such Declaration of Trust and By-laws and has been notified of such objectives, policies and restrictions. The Adviser will provide provided the Sub-Adviser with current copies of the Company’s Charter Document, the Fund’s Declaration prospectus and statement of Trust and By-laws additional information and any amendments thereto, and any written objectives, policies, procedures policies or limitations not appearing therein as they may be relevant to the Sub-Adviser’s performance under this Agreement. The Sub-Adviser and is authorized, in the name of the Company, to place orders for execution of transactions hereunder with or through any broker, dealer, futures commission merchant, bank or any other agent or counterparty that the Sub-Adviser will each make its officers and employees available may select, subject to the other from time to time at reasonable times to review investment policies approval of the Fund and to consult with each other regarding the investment affairs of the FundAdviser, which may not be unreasonably withheld. The Sub-Adviser will report shall negotiate and may execute all futures agreements, options agreements, ISDA Master Agreements, Credit Support Annexes and other contracts and agreements related to derivatives transactions and holdings of the Company, subject to the Fund’s Board approval of Trustees the Adviser, which may not be unreasonably withheld. The Company and to the Adviser shall cooperate with respect to the implementation of 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 investedin setting up and maintaining brokerage accounts, consistent with futures accounts and other accounts the Sub-Adviser’s proxy voting guidelines, as in effect from time Adviser deems advisable to time, allow for the purchase or sale of various forms of securities and the best interests of the Fundother instruments pursuant to this Agreement. 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 investments for the Fund, Company and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of 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 brokerage services provided by a broker or dealer in accordance with the provisions of Section 28(e) under the Securities and other servicesExchange Act of 1934, if anyas amended. Subject to approval by the Company’s Board of Directors and compliance with the policies and procedures adopted by the Board of Directors for the Company and to the extent permitted by and in conformance with applicable law, that the Sub-Adviser may be providedselect 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 FundCompany, or be in breach of any obligation owing to the Fund Company under this Agreement, or otherwise, solely by reason of its having caused the Fund Company to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities portfolio transaction for the Fund Company 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 FundCompany, as to which it exercises investment discretion. In addition, Sub-Adviser may aggregate purchase and sale orders of securities or other assets placed with respect to the assets of the Company with similar orders being made simultaneously for other accounts managed by Sub-Adviser or its affiliates, if in the judgment of the Sub-Adviser’s reasonable judgment such aggregation is consistent with seeking best execution in accordance with the terms hereof. In the event that a purchase or sale of an asset of the Company occurs as part of any aggregate sale or purchase orders, the Fund would be benefited by supplemental services, the objective of Sub-Adviser is authorized and any of its affiliates involved in such transaction shall be to pay spreads allocate the securities so purchased or commissions sold, as well as expenses incurred in the transaction, among the Company and other accounts in an equitable manner. Nevertheless, the Company, Fund and Adviser acknowledge that under some circumstances, such allocation may adversely affect the Company with respect to brokers the price or dealers furnishing such services in excess size of spreads the assets and securities positions obtainable or commissions that another broker salable. Whenever the Company and one or dealer may charge for the same transaction provided that the more other investment advisory clients of Sub-Adviser determined have available funds for investment, investments suitable and appropriate for each will be allocated in good faith 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 assets or securities of an issuer for one client and at approximately the commission same time recommend selling or spread paid was reasonable in relation to sell the services providedsame or similar types of assets or securities for another client. The Sub-Adviser will properly not arrange purchases or sales of portfolio investments between the Company and other accounts advised by the Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law and the Company’s policies and procedures, (b) the Sub-Adviser determines the purchase or sale is in the best interests of the Company, and (c) the Company’s Board of Directors has approved these types of transactions. The Company may adopt policies and procedures that modify or restrict the Sub-Adviser’s authority regarding the execution of the Company’s portfolio transactions provided herein provided that such policies and procedures are communicated by the Company or the Adviser to the Sub-Adviser in writing at least 90 days in advance of such changes becoming effective, or as soon as practicable. The Sub-Adviser will communicate to the officers and trustees directors of the Fund Company such information relating to transactions for the Fund Company as they may reasonably request. In no instance will the Fund’s portfolio securities investments be purchased from or sold to the Adviser, the Sub-Adviser or any affiliated person of the FundCompany, the Adviser Adviser, or the Sub-Adviser, except as may be permitted under the 1940 ActAct or rules adopted thereunder as if the Company were required to be registered under the 1000 Xxx. The Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of the Fund’s Trust's Board of Trustees (the "Board of Trustees") and the AdviserManager, 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, and place all orders through the Manager for the purchase and sale of securities and other assets for the respective Fund’s 's investment portfolio, all on behalf of the such Fund and consistent with the investment objectives, policies and restrictions of the Fund, as such objectives, policies and restrictions may subsequently be changed by the Fund’s Board of Trustees and publicly described and 's currently effective registration statement on Form N-1A as the Sub-Adviser is notified of such changessame may thereafter be amended from time to time. 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 Fund, will (b) monitor the Fund’s 's investments in securities or other instruments selected for the respective Fund by the Sub-Adviser hereunderAdviser, and will (c) comply with the provisions of the Fund’s Trust's Declaration of Trust and By-laws, as amended from time to timetime and communicated by the Fund or the Manager to the Sub-Adviser in writing, and (d) comply with (i) the investment objectives, policies and restrictions stated in the applicable Fund's most recently effective prospectus and statement of additional information, (ii) such other investment objectives, policies, restrictions or instructions as the Fund, Manager or the Trust's Board of Trustees may communicate to the extent the Sub-Adviser has received such Declaration of Trust in writing, and By-laws and has been notified of such (iii) any changes to the objectives, policies policies, restrictions or instructions required under the foregoing (i) and restrictions. The Adviser will provide (ii) as communicated to the Sub-Adviser with current copies in writing, and (e) assist in the valuation of portfolio assets held by the respective Fund as requested by the Manager or the Fund’s Declaration of Trust and By-laws and any amendments thereto, and any written objectives, policies, procedures or limitations as they may be relevant to the Sub-Adviser’s performance under this Agreement. The Sub-Adviser and the Adviser 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 the applicable Fund and to consult with each other regarding the investment affairs of the such Fund. The Each Fund or the Manager shall provide the Sub-Adviser will report to with current copies of the Trust's Declaration of Trust, the Trust's By-laws, the Fund’s Board 's prospectus, the Fund's statement of Trustees additional information and to the Adviser with respect to the implementation of such program. The Sub-Adviser will vote proxies solicited by any amendments thereto, and any policies or with respect to the issuers of securities in which assets of the Fund allocated by the Adviser limitations not appearing therein as they may be relevant to the Sub-Adviser are investedAdviser's performance under this Agreement. Unless otherwise approved by the Board and the Manager, consistent with the Sub-Adviser’s proxy voting guidelines, as in effect from time Adviser shall have no authority to time, select brokers or dealers or otherwise place orders for the execution of the purchases and the best interests sales of portfolio investments on behalf of the Fund. The Sub-Adviser will maintain appropriate records detailing its voting not arrange purchases or sales of proxies on behalf of the securities or other assets between a Fund and upon reasonable request will provide a report setting forth other accounts advised by the proposals voted on and how the Fund’s shares were voted including the name of the corresponding issuers. The Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including if applicable Rule 17a-7 under the 1940 Act) and the Fund'x xxxxxxes and procedures, (b) the Sub-Adviser determines the purchase or sale is authorized to select in the brokers or dealers that will execute the purchases and sales best interests of portfolio securities for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution (c) the Board of the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty Trustees has approved these types of the transaction and research and other 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 Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for 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 Fund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, 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 that another broker or dealer may charge for the same transaction provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services providedtransactions. The Sub-Adviser will properly communicate to the officers and trustees Trustees of the Fund Trust such information relating to transactions for the a Fund as they may reasonably request. In no instance will the a Fund’s 's portfolio securities assets be purchased from or sold to the AdviserManager, the Sub-Adviser or any affiliated person of the FundTrust, the Adviser Manager or the Sub-Adviser, except as may be permitted under the 1940 Act. 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 a 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. Notwithstanding the foregoing, the provisions in this paragraph do not apply to the consultations between the Sub-Adviser and any sub-adviser retained by the Sub-Adviser pursuant to Section 4 hereunder. The Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of the Fund’s 's Board of Trustees and the AdviserManager, 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 Fund’s 's investment portfolio, all on behalf of the Fund and consistent as described in the Fund's initial registration statement on Form N-2 (File No. 333-141457) as declared effective by the SEC, and as the same may thereafter be amended from time to time. In the performance of its duties, the Sub-Adviser will in all material respects (a) satisfy any applicable fiduciary duties it may have to the Fund, (b) monitor the Fund's investments, and (c) comply with the provisions of the Fund's Declaration of Trust and By-laws, as amended from time to time and communicated by the Fund or the Manager to the Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of the Fund, Fund as such objectives, policies and restrictions may subsequently be changed by the Fund’s 's Board of Trustees and publicly described and as communicated by the Fund or the Manager to the Sub-Adviser is notified of such changes. In the performance of its duties, the Sub-Adviser will satisfy its fiduciary duties to the Fund, will monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunder, and will comply with the provisions of the Fund’s Declaration of Trust and By-laws, as amended from time to time, and the investment objectives, policies and restrictions of the Fund, to the extent the Sub-Adviser has received such Declaration of Trust and By-laws and has been notified of such objectives, policies and restrictionswriting. The Adviser will provide Fund or the Manager has provided the Sub-Adviser with current copies of the Fund’s 's Declaration of Trust and Trust, By-laws laws, prospectus, statement of additional information and any amendments thereto, and any written objectives, policies, procedures policies or limitations not appearing therein as they may be relevant to the Sub-Adviser’s 's performance under this Agreement. The Sub-Adviser and 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 the Fund and to consult with each other regarding the investment affairs of the Fund. The Sub-Adviser will report to the Fund’s Board of Trustees and to the Adviser with respect to the implementation of 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 investments for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of 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 other servicescompliance 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), if any, that the Sub-Adviser may be providedselect 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 Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for 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 Fund, 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 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 occurs as part of any aggregate sale or purchase orders, the objective of the 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 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, and neither the Fund nor Manager shall object to any such fair and equitable allocation. 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 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, the 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 that another broker or dealer may charge an issuer for one client and at approximately the same transaction provided that time recommend selling or sell the Sub-Adviser determined in good faith that the commission same or spread paid was reasonable in relation to the services providedsimilar types of securities for another client. The Sub-Adviser will properly 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 xxxxxxxs and procedures, (b) the Sub-Adviser reasonably believes the purchase or sale is in 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 Sub-Adviser's authority regarding the execution of the Fund's portfolio transactions provided herein. However, no such policy or procedure shall be binding on the Sub-Adviser unless it is communicated to the Sub-Adviser in writing. The Sub-Adviser will communicate to the officers and trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will the Fund’s 's portfolio securities be knowingly purchased from or sold to the AdviserManager, the Sub-Adviser or any affiliated person of either the Fund, the Adviser Manager, or the Sub-Adviser, except as may be permitted under the 1940 Act. The Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of the Fund’s Board of Trustees and the AdviserManager, 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 the Fund’s investment portfolioportfolio allocated to the Sub-Adviser by the Manager, 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 the Fund’s Board of Trustees and publicly described and as the Sub-Adviser is notified of such changes. In the performance of its duties, the Sub-Adviser will satisfy its fiduciary duties to the Fund, will monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunderinvestments, and will comply with the provisions of the Fund’s Declaration of Trust and By-laws, as amended from time to time, and the stated investment objectives, policies and restrictions of the Fund, to the extent the Sub-Adviser has received such Declaration of Trust and By-laws and has been notified of such objectives, policies and restrictions. The Adviser Manager will provide the Sub-Adviser with current copies of the Fund’s Declaration of Trust and Trust, By-laws laws, prospectus and any amendments thereto, and any written objectives, policies, procedures policies or limitations not appearing therein as they may be relevant to the Sub-Adviser’s performance under this Agreement. The Sub-Adviser and the Adviser Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. The Sub-Adviser will report to the Fund’s Board of Trustees and to the Adviser 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 in which assets of the Fund Fund's investment portfolio allocated by the Adviser to the Sub-Adviser are invested, consistent with the Sub-Adviser’s its proxy voting guidelines, as in effect from time to time, 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 's shares were voted 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 the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of 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 other services, if any, that may be providedprocedures 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 Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused 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 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 Fund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, 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 that another broker or dealer may charge for the same transaction transaction, provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will the Fund’s portfolio securities be purchased from or sold to the AdviserManager, the Sub-Adviser or any affiliated person of either the Fund, the Adviser Manager, or the Sub-Adviser, except as may be permitted under the 1940 Act. The ; Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of the FundTrust’s Board of Trustees (the “Board of Trustees” or the “Board”) and the AdviserManager, 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 assets for the Fund’s investment 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 described in the Fund’s Board of Trustees and publicly described most current effective registration statement on Form N-1A and as the Sub-Adviser is notified of such changessame may thereafter be amended from time to time. In the performance of its duties, the Sub-Adviser will (a) satisfy its any applicable fiduciary duties it may have to the Fund, will (b) monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunderor other instruments, and will (c) comply with the provisions of the FundTrust’s Declaration of Trust and By-laws, as amended from time to time, time and communicated by the investment objectives, policies and restrictions of Fund or the Fund, to the extent the Sub-Adviser has received such Declaration of Trust and By-laws and has been notified of such objectives, policies and restrictions. The Adviser will provide the Sub-Adviser with current copies of the Fund’s Declaration of Trust and By-laws and any amendments thereto, and any written objectives, policies, procedures or limitations as they may be relevant Manager to the Sub-Adviser, (d) comply with (i) the investment objective, policies and restrictions stated in the Fund’s performance most recently effective prospectus and statement of additional information, (ii) such other investment objectives, policies, restrictions or instructions as the Manager or the Trust’s Board of Trustees may communicate to the Sub-Adviser in writing, and (iii) any changes to the objectives, policies, restrictions or instructions required under this Agreementthe foregoing (i) and (ii) as communicated to the Sub-Adviser in writing and (e) assist in the valuation of portfolio assets held by the Fund as reasonably requested by the Manager or the Fund. The Sub-Adviser and the Adviser Manager will each make its officers and employees available to the other from time to time at reasonable times to review the investment objective, policies and restrictions of the Fund and to consult with each other regarding the investment affairs of the Fund. The Fund or the Manager will provide the Sub-Adviser will report to with current copies of the FundTrust’s Board Declaration of Trustees Trust, the Trust’s By-laws and to the Adviser with respect to the implementation of such programany amendments thereto. The Sub-Adviser will vote proxies solicited by Manager shall provide (or with respect cause another to the issuers of securities in which assets of the Fund allocated by the Adviser provide) timely information to the Sub-Adviser are investedregarding such matters and all other information as may be reasonably necessary for the Sub-Adviser to perform its responsibilities hereunder. Unless otherwise provided by the Manager, consistent the Sub-Adviser is responsible for voting in respect of securities and other assets held in the Fund’s portfolio and will exercise or not exercise a right to vote in accordance with the Sub-Adviser’s proxy voting guidelinespolicy, as in effect from time a copy of which has been provided to time, and the best interests of the FundManager. The Sub-Adviser will maintain appropriate records detailing its shall promptly notify the Manager and the Fund of any material change in the voting of proxies policy. Unless otherwise provided by the Manager, the Sub-Adviser is permitted to represent any holdings on behalf of the Fund at any ordinary or special meeting of shareholders and upon reasonable request will provide a report setting forth has the proposals voted on and how the Fund’s shares were voted including the name of the corresponding issuersright to exercise any voting rights or any other similar or connected rights. The Sub-Adviser is authorized to select the brokers brokers, dealers, futures commission merchants, banks and other agents or dealers counterparties that will execute the purchases and sales of portfolio securities investments for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes but is not limited to most favorable net results and execution of the Fund’s orders, taking into account all appropriate factors, including among other things, price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Notwithstanding the foregoing, the Sub-Adviser may leverage the expertise of the Manager to trade the Fund as circumstances may warrant. The Manager shall be responsible for the subscription and other servicesredemption process and will consult the Sub-Adviser for any redemption request that is for cash, and the Sub-Adviser is responsible for maintaining any and all exceptions relating to the creation and redemption basket and communicating same to the Manager. Subject to approval by the 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, if anyapplicable, that Rule 17e-1 under the 1940 Act), the Sub-Adviser may be providedselect brokers or dealers affiliated with the Sub-Adviser. It is understood that Subject to any applicable policies and procedures and to the extent authorized by Section 28(e) of the Securities Exchange Act of 1934, the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for 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 value of 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 Fund, as to which it exercises investment discretion. In addition, the Sub-Adviser may, but is not obligated to, to the extent permitted by applicable law, aggregate purchase and sale orders of securities or other instruments 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 Sub-Adviser’s reasonable judgment such aggregation shall result in an overall economic benefit to the Fund and its other accounts, taking into consideration, among other things, 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 the Sub-AdviserAdviser and any of its affiliates involved in such transaction shall be to allocate the assets 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, among other things, the price or size of the assets 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, or the inability of one or more accounts to be, fully invested that would be benefited by supplemental servicesnot occur if such an allocation were not made. The Manager agrees that the Sub-Adviser and its affiliates may give advice and take action in the performance of their duties with respect to any of their other clients that may differ from advice given, or the timing or nature of actions taken, with respect to the Fund. Moreover, it is possible that due to differing investment objectives or for other reasons, the Sub-Adviser is authorized to pay spreads and its affiliates may purchase securities or commissions to brokers or dealers furnishing such services in excess other instruments of spreads or commissions that another broker or dealer may charge an issuer for one client and at approximately the same transaction provided that time recommend selling or sell the Sub-Adviser determined in good faith that the commission same or spread paid was reasonable in relation to the services providedsimilar types of securities, assets or instruments for another client. The Sub-Adviser will properly not arrange purchases or sales of securities or other assets 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, if applicable, Rule 17a-7 under the 1940 Act) and the Fund’s policies and procedures, (b) the Sub-Adviser determines the purchase or sale is in the best interests of the Fund, and (c) the Board of Trustees has approved these types of transactions. 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 herein. In such event, the Manager will provide reasonable advance written notice to the Sub-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 a fund’s portfolio as may be determined from time to time by the Board of Trustees or the Manager, and shall not consult with a 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 a fund’s portfolio concerning transactions for a fund in securities or other assets. Notwithstanding the foregoing, the provisions of this paragraph do not apply to consultations between the Sub-Adviser and any sub-adviser retained by the Sub-Adviser pursuant to Section 4 hereof. The Sub-Adviser will communicate to the officers and trustees Trustees of the Fund Trust such information relating to transactions for the Fund as they may reasonably request. In no instance will the Fund’s portfolio securities assets be purchased from or sold to the AdviserManager, the Sub-Adviser or any affiliated person of either the FundTrust, the Adviser Manager or the Sub-Adviser, except as may be permitted under the 1940 ActAct and under no circumstances will the Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. Subject to Sub-Adviser’s obligations outlined in this Agreement, nothing in this Agreement shall be deemed to confer upon the Sub-Adviser any obligation to purchase or sell or to recommend for purchase or sale for the Fund any investment that the Sub-Adviser, its affiliates, officers or employees may purchase or sell for its or their own account or for the account of any client, if in the sole discretion of the Sub-Adviser it is for any reason impractical or undesirable to take such action or make such recommendation for the Fund. The Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of the FundTrust’s Board of Trustees (the “Board of Trustees” or the “Board”) and the AdviserManager, the Sub-Adviser will furnish an act as a non-discretionary sub-adviser and provide a list of recommended investments and weightings (i.e., a “Model Portfolio”) and investment program recommendations to the Manager on a regular basis, but no less often than every 30 days, with respect to the Allocated Assets, which Model Portfolio and investment recommendations shall include, but not be limited to, recommended investments, relative weights, relative changes in respect ofsuch weights or the composition of the portfolio and the manner and timing of implementing such changes, make investment decisions for, portfolio sales and place all orders for the purchase and sale of securities for the Fund’s investment portfolio, associated recommended transactions 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 described in the Fund’s Board of Trustees and publicly described most current effective registration statement on Form N-1A, or any successor form thereto, and as the same may thereafter be amended from time to time. The Sub-Adviser is notified of such changesshall cooperate with the Manager to ensure the recommendations are current and accurate. In the performance of its duties, the Sub-Adviser will (a) satisfy its any applicable fiduciary duties it may have to the Fund, will (b) with respect to the Allocated Assets, monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunderor other instruments, and will (c) comply with the provisions of the FundTrust’s Declaration of Trust and By-laws, as amended from time to timetime and communicated by the Fund or the Manager to the Sub-Adviser, and (d) comply with (i) the investment objectivesobjective, policies and restrictions of stated in the Fund’s most recently effective prospectus and statement of additional information, (ii) such other investment objectives, policies, restrictions or instructions as the Manager or the Trust’s Board of Trustees may communicate to the extent the Sub-Adviser has received such in writing, and (iii) any changes to the objectives, policies, restrictions or instructions required under the foregoing (i) and (ii) as communicated to the Sub-Adviser in writing (the foregoing items in (d) together with the Declaration of Trust and By-laws are the “Governing Documents”) and has been notified of such objectives(e) with respect to the Allocated Assets, policies and restrictions. The Adviser will provide the Sub-Adviser is not the official pricing agent with current copies respect to the Allocated Assets but will assist in the valuation of portfolio assets held by the Fund as requested by the Manager or the Fund’s Declaration of Trust and By. The Sub-laws and any amendments theretoAdviser shall not act as a custodian, and any written objectives, policies, procedures no cash or limitations as they may securities shall be relevant paid or delivered to the Sub-Adviser’s performance under this Agreement, except in payment of the Sub-Advisory Fee (described in section 4 below). The Sub-Adviser and the Adviser 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 the Fund and to consult with each other regarding the investment affairs of the Fund. The Sub-Adviser will report Fund (in each case, as applicable to the Fund’s Board of Trustees Allocated Assets), the Model Portfolio and to the Adviser with respect to the implementation of 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, investment recommendations. The Fund or the Manager will provide the Sub-Adviser with current copies of the Trust’s Declaration of Trust and the best interests Trust’s By-laws. The Fund’s prospectus, statement of additional information and any amendments thereto are made available on the Fund’s public website. It is possible that due to different investment objectives or for other reasons, the Sub-Adviser and its affiliates may recommend securities of an issuer for one client and at approximately the same time recommend selling or sell the same or similar types of securities for another client. If for any reason which is beyond the control of the Sub-Adviser, including market movements, contributions to or redemptions from the Fund or a change in the nature of any investments (whether through a change in business activity or credit rating), the Allocated Assets or the Fund ceases to comply with the Governing Documents or applicable law, the Manager may request and the Sub-Adviser shall promptly provide a revised Model Portfolio or investment recommendations that remedies the non-compliance. The Fund, Manager and Sub-Adviser agree that all investment decisions will ultimately be the responsibility of the Manager and that the Sub-Adviser shall not have or be deemed to have investment discretion with respect to the Fund’s portfolio to the extent permissible under applicable law, subject to the following. Unless otherwise approved by the Board and the Manager, the Sub-Adviser shall have no authority to select brokers or dealers or otherwise place orders for the execution of the purchases and sales of portfolio investments on behalf of the Fund. The Sub-Adviser will maintain appropriate records detailing its voting of proxies on behalf of shall have no obligation or right to make decisions or take other action with respect to proxies, tender offers or other corporate actions regarding investments 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 the Fundhas recommended, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research and other services, if any, that may be provided. It is it being understood that the Manager shall have such right and responsibility unless otherwise determined by the Board. Notwithstanding the foregoing, the Sub-Adviser will advise the Manager and/or Fund, upon request, with respect to proxies, tender offers and other corporate actions regarding securities or other assets comprising the Allocated Assets in sufficient time to permit the Manager or the Fund to take appropriate action with respect to such portfolio investments. The Sub-Adviser will not be deemed responsible or liable for failing to have acted unlawfullyadvise on any proxies where it has not received the proxies or related shareholder communications in a timely manner. For purposes of complying with Rule 10f-3, or to have breached a fiduciary duty to Rule 12d3-1, Rule 17a-10 and Rule 17e-1 under the Fund1940 Act, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for 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 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 good faith that the commission paid was reasonable First Trust Fund Complex in relation to the brokerage securities or research services provided by such memberother fund assets. In addition, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities with respect to its accountsa fund in the First Trust Fund Complex with multiple sub-advisers, including the Fund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the Fund would be benefited by supplemental services, the Sub-Adviser shall be limited to providing investment advice with respect to only the discrete portion of a fund’s portfolio as may be determined from time to time by the Board of Trustees or the Manager, and shall not consult with a sub-adviser (including any sub-adviser that is authorized a principal underwriter or an affiliated person of such principal underwriter) as to pay spreads any other portion of a fund’s portfolio concerning transactions for a fund in securities or commissions to brokers or dealers furnishing such services in excess of spreads or commissions that another broker or dealer may charge for the same transaction provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services providedother assets. The Sub-Adviser will properly communicate to the officers and trustees Trustees of the Fund Trust such information relating to transactions the Model Portfolio and its recommendations for the Fund Allocated Assets as they may reasonably request. In no instance will the Fund’s portfolio securities assets constituting the Allocated Assets be purchased from or sold to the AdviserManager, the Sub-Adviser or any affiliated person of either the FundTrust, the Adviser Manager, or the Sub-Adviser, except as may be permitted under the 1940 Act. The Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of the FundTrust’s Board of Trustees and the 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 Fund’s investment portfolio, all on behalf of the Fund and consistent as described in the Fund’s registration statement on Form N1A (File No. 811-22417) as the same may thereafter be amended from time to time and communicated by the Fund or the Adviser to the Sub-Adviser in writing. In the performance of its duties, the Sub-Adviser will in all material respects (a) monitor the Fund’s investments, and (b) comply with the provisions of the Trust’s Declaration of Trust and Bylaws, as amended from time to time and communicated by the Fund or the Adviser to the Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of the Fund, Fund as such objectives, policies and restrictions may subsequently be changed by the FundTrust’s Board of Trustees and publicly described and as communicated by the Trust, Fund or Adviser to the Sub-Adviser is notified of such changesin writing. In the performance of its dutiesThe Trust, the Sub-Adviser will satisfy its fiduciary duties to the Fund, will monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunder, and will comply with the provisions of the Fund’s Declaration of Trust and By-laws, as amended from time to time, and the investment objectives, policies and restrictions of the Fund, to the extent the Sub-or Adviser has received such Declaration of Trust and By-laws and has been notified of such objectives, policies and restrictions. The Adviser will provide provided the Sub-Adviser with current copies of the FundTrust’s Declaration of Trust and By-laws Trust, Bylaws, prospectus, statement of additional information and any amendments thereto, and any written objectives, policies, procedures policies or limitations not appearing therein as they may be relevant to the Sub-Adviser’s performance under this Agreement. The Sub-Adviser and 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 the Fund and to consult with each other regarding the investment affairs of the Fund. The Sub-Adviser will report to the Fund’s Board of Trustees and to the Adviser with respect to the implementation of 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 investments for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of 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 brokerage services provided by a broker or dealer in accordance with the provisions of Section 28(e) under the Securities and other servicesExchange Act of 1934, if anyas 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 17e1 of the 1940 Act), that the Sub-Adviser may be providedselect 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 Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for 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 Fund, 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 the judgment of the Sub-Adviser’s reasonable judgment such aggregation is consistent with seeking best execution in accordance with the 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 Fund would be benefited by supplemental services, the objective of Sub-Adviser is authorized and any of its affiliates involved in such transaction shall be to pay spreads allocate the securities so purchased or commissions 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 brokers the price or dealers furnishing such services in excess size of spreads the securities positions obtainable or commissions that another broker salable. Whenever the Fund and one or dealer may charge for the same transaction provided that the more other investment advisory clients of Sub-Adviser determined have available funds for investment, investments suitable and appropriate for each will be allocated in good faith 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 of an issuer for one client and at approximately the commission same time recommend selling or spread paid was reasonable in relation to sell the services providedsame or similar types of securities for another client. The Sub-Adviser will properly 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 17a7 of the 0000 Xxx) and the Fund’s policies and procedures, (b) the Sub-Adviser determines the purchase or sale is in 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 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 the Adviser to the Sub-Adviser in writing. The Sub-Adviser will communicate to the officers and trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will the Fund’s portfolio securities be purchased from or sold to the Adviser, the Sub-Adviser or any affiliated person of the Fund, the Adviser Adviser, or the Sub-Adviser, except as may be permitted under the 1940 ActAct or rules adopted thereunder. The Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of the Fund’s 's Board of Trustees (the "Board of Trustees" or the "Board"), the Manager and the Sub-Adviser, the Sub-Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of the Fund assigned to the Sub-Sub-Adviser by the Sub-Adviser and/or the Manager from time to time in the Sub-Adviser's Strategy, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities or other assets for the Fund’s 's investment portfolioportfolio in the Sub-Adviser's Strategy, all on behalf of the Fund and consistent with as described in the Fund's most recent effective registration statement on Form N-2 and as the same and such investment objectives, policies described therein may thereafter be amended from time to time and restrictions of communicated by the Fund, as such objectives, policies and restrictions may subsequently be changed by the Fund’s Board of Trustees and publicly described and as Manager or the Sub-Adviser is notified of such changesin writing to the Sub-Sub-Adviser. In the performance of its duties, the Sub-Sub-Adviser will (a) satisfy its any applicable fiduciary duties it may have to the Fund, will ; (b) monitor the Fund’s 's investments in securities selected for the Fund by the Sub-Adviser hereunder, and will Adviser's Strategy; (c) comply with the provisions of the Fund’s 's Declaration of Trust and By-laws, as amended from time to timetime and communicated by the Fund, and the Manager or the Sub-Adviser to the Sub-Sub-Adviser; (d) comply with (i) the investment objectivesobjective, policies and restrictions of the Fund stated in the Fund's most recently effective prospectus and statement of additional information, to (ii) such other investment objective, policies, restrictions or instructions as the extent Manager, the Fund's Board of Trustees or the Sub-Adviser has received such Declaration may communicate to the Sub-Sub-Adviser in writing, and (iii) any changes to the objective, policies, restrictions or instructions required under the foregoing (i) and (ii) as communicated to the Sub-Sub-Adviser in writing; (e) assist in the valuation of Trust and Byportfolio assets held by the Fund in the Sub-laws and has been notified of such objectives, policies and restrictions. The Adviser will provide Adviser's Strategy as reasonably requested by the Manager or the Sub-Adviser with current copies of the Fund’s Declaration of Trust ; and By-laws and any amendments thereto, and any written objectives, policies, procedures (f) communicate as necessary with the Manager or limitations as they may be relevant to the Sub-Adviser’s performance under this AgreementAdviser to coordinate the implementation of the Manager's Strategy. The Sub-Sub-Adviser, the Sub-Adviser and the Adviser Manager will also each make its officers and employees available to the other from time to time at reasonable times to review the investment objective, policies and restrictions of the Fund and to consult with each other regarding the investment affairs of the Fund. The Fund, the Manager or the Sub-Adviser will report to shall provide the Fund’s Board of Trustees and to the Adviser with respect to the implementation of such program. The Sub-Sub-Adviser will vote proxies solicited by or with respect to the issuers of securities in which assets current copies of the Fund allocated by the Adviser Fund's Declaration of Trust, By-laws, prospectus, statement of additional information and any amendments thereto, and any objective, policies or limitations not appearing therein as they may be relevant to the Sub-Adviser are invested, consistent with Sub-Adviser's performance under this Agreement. Unless otherwise provided by the Manager or the Sub-Adviser’s proxy voting guidelinesAdviser in writing, 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 brokers, dealers, futures commission merchants, banks, or dealers any other agent or counterparty that will execute the purchases and sales of portfolio securities investments for the FundFund in the Sub-Adviser's Strategy, and is directed to use its commercially reasonable efforts to obtain best execution, which includes execution in such a manner that the Fund's total cost or proceeds in each transaction is the most favorable net results and execution of under the Fund’s orderscircumstances, taking into account all appropriate factors, including including, among other things, 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 other servicescompliance with the policies and procedures adopted by the Board of Trustees for the Fund and communicated by the Fund, if anythe Manager or Sub-Adviser in writing to the Sub-Sub-Adviser and to the extent permitted by and in conformance with applicable law (including Rule 17e-1 under the 1940 Act), that the Sub-Sub-Adviser may be providedselect brokers or dealers affiliated with the Sub-Sub-Adviser. It is understood that the Sub-Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the FundFund or the Manager, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the value of brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Sub-Adviser’s 's overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. The Fund and the Manager shall instruct the custodian for the Fund to accept and act upon instructions for purchases and sales of portfolio securities and other investment transactions for the account of the Fund issued by the Sub-Sub-Adviser pursuant to this Agreement. In addition, the Sub-Sub-Adviser may, to the extent permitted by applicable law, aggregate purchase and sale orders of securities or other instruments placed with respect to the assets of the Fund with similar orders being made simultaneously for other accounts managed by the Sub-Sub-Adviser or its affiliates to attempt to obtain more favorable price or lower brokerage commissions and efficient execution, if in the Sub-Sub-Adviser's reasonable judgment such aggregation is in the best interest of the Fund as well as such other accounts. 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 the Sub-AdviserSub-Adviser and any of its affiliates involved in such transaction shall be to allocate the assets 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, the Manager and the Sub-Adviser acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to, among other things, the price or size of the assets obtainable or salable. Whenever the Fund and one or more other investment advisory clients of the Sub-Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by the Sub-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 objective or for other reasons, the Sub-Sub-Adviser is authorized to pay spreads and its affiliates may purchase securities or commissions to brokers or dealers furnishing such services in excess other instruments of spreads or commissions that another broker or dealer may charge an issuer for one client and at approximately the same transaction provided time recommend selling or sell the same or similar types of securities, assets or instruments for another client. The Sub-Sub-Adviser will not arrange purchases or sales of securities or other assets between the Fund and other accounts advised by the Sub-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 Funx'x xxxxcies and procedures that have been communicated by the Fund, the Manager or the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation writing to the services providedSub-Sub-Adviser, (b) the Sub-Sub-Adviser determines the purchase or sale is in 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 Sub-Sub-Adviser's authority regarding the execution of the Fund's portfolio transactions provided herein, provided that no such policy or procedure shall bind the Sub-Sub-Adviser until it has been communicated by the Fund, the Manager or the Sub-Adviser in writing to the Sub-Sub-Adviser. The Sub-Sub-Adviser acknowledges that the Fund intends to rely on Rule 10f-3, Rule 12d3-1, Rule 17a-10 and Rule 17e-1 under the 1940 Act, the Sub-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 consult with an affiliated person of any such sub-adviser (including any sub-adviser that is a principal underwriter or an affiliated person of such principal underwriter), in each case concerning transactions for the Fund or any fund in the First Trust Fund complex in securities or other fund assets. A list of each sub-adviser to the First Trust Fund complex and each affiliated person of any such sub-adviser is provided by the Manager, and the Manager will promptly notify Sub-Sub-Adviser of any amendments to such list. In addition, with respect to a fund in the First Trust Fund complex with multiple sub-advisers, the Sub-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. Notwithstanding the foregoing, the provisions in this paragraph do not apply to consultations between the Sub-Adviser and the Sub-Sub-Adviser. The Sub-Sub-Adviser will properly communicate to the officers and trustees Trustees of the Fund such information relating to transactions for the Fund in the Sub-Adviser's Strategy as they may reasonably request. In no instance will the Fund’s 's portfolio securities assets be purchased from or sold to the Manager, the Sub-Adviser, the Sub-Sub-Adviser or any affiliated person of any of the Fund, the Manager, the Sub-Adviser or the Sub-Sub-Adviser, except as may be permitted under the 1940 ActAct and under no circumstances will the Sub-Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. The Sub-Sub-Adviser is hereby authorized to Vote proxies in its sole discretion in accordance with its Proxy Voting Policy, a copy of which will be provided to the Fund at the Fund's request. The Sub-Sub-Adviser shall not be required to render any legal advice or initiate litigation with respect to portfolio assets, including, but not limited to, class action and bankruptcy claims. The Sub-Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of the FundTrust’s Board of Trustees (the “Board of Trustees”) and the AdviserManager, 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 allocated to the Sub-Adviser from time to time, furnish an investment program in respect of, make investment decisions for, 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 Fund’s investment portfolioportfolio allocated to the Sub-Adviser, 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 described in the Fund’s Board of Trustees and publicly described most current effective registration statement on Form N-1A, or any successor form thereto, and as the Sub-Adviser is notified of such changessame may thereafter be amended from time to time. 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 Fund, will (b) monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunderor other instruments, and will (c) comply with the provisions of the FundTrust’s Declaration of Trust and By-laws, as amended from time to timetime and communicated by the Fund or the Manager to the Sub-Adviser in writing, and (d) comply with (i) the investment objectives, policies and restrictions of stated in the Fund’s most recently effective prospectus and statement of additional information, (ii) such other investment objectives, policies, restrictions or instructions as the Manager or the Trust’s Board of Trustees may communicate to the extent SubAdviser in writing, and (iii) any changes to the objectives, policies, restrictions or instructions required under the foregoing (i) and (ii) as communicated to the Sub-Adviser has received such Declaration in writing and (e) assist in the valuation of Trust and By-laws and has been notified of such objectives, policies and restrictions. The Adviser will provide portfolio assets held by the Sub-Adviser with current copies of Fund as reasonably requested by the Manager or the Fund’s Declaration , with the understanding that ultimate responsibility for determining the valuation of Trust and By-laws and any amendments thereto, and any written objectives, policies, procedures or limitations as they may be relevant to the Sub-Adviser’s performance under this Agreementportfolio assets shall rest solely with Manager and/or Fund based on their own determinations. The Sub-Adviser and the Adviser 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 the Fund and to consult with each other regarding the investment affairs of the such Fund. The Fund or the Manager will provide the Sub-Adviser with current copies of the Trust’s Declaration of Trust, the Trust’s By-laws and amendments thereto. Unless otherwise directed by the Board or the Manager, the Sub-Adviser shall have no obligation or right to make decisions or take other action with respect to proxies, tender offers or other corporate actions regarding securities or other assets of the Fund, it being understood that the Manager shall have such right and responsibility unless otherwise directed by the Fund’s Board. Notwithstanding the foregoing, the Sub-Adviser will report advise the Manager and/or the Fund, upon request, with respect to proxies, tender offers and other corporate actions regarding securities or other assets in the Fund’s Board of Trustees and portfolio in sufficient time to permit the Adviser Manager and/or the Fund to take appropriate action with respect to such portfolio investments. If directed by the implementation Board or the Manager and agreed to by the Sub-Adviser, the Sub-Adviser shall be responsible for voting in respect of securities and other assets in the Fund’s portfolio and, in such program. The case, the Sub-Adviser will exercise or not exercise a right to 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 accordance with the Sub-Adviser’s proxy voting guidelinespolicy, as in effect from time a copy of which will be provided to time, and the best interests of the FundManager. The Sub-Adviser shall promptly notify the Manager and the Fund of any material change in the voting policy. The Sub-Adviser, if responsible for proxy voting, will maintain appropriate records detailing its voting of proxies be permitted to represent any holdings on behalf of the Fund at any ordinary or special meeting of shareholders and upon reasonable request will provide a report setting forth has the proposals voted on and how the Fund’s shares were voted including the name of the corresponding issuers. The Sub-Adviser is authorized right to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research and other 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 Fund, or be in breach of exercise any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for 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 Fund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, 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 that another broker or dealer may charge for the same transaction provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will the Fund’s portfolio securities be purchased from or sold to the Adviser, the Sub-Adviser voting rights or any affiliated person of the Fund, the Adviser other similar or the Sub-Adviser, except as may be permitted under the 1940 Act. The Sub-Adviser further agrees that it:connected rights.

Services to be Performed. Subject always to the supervision of the FundTrust’s Board of Trustees (the “Board of Trustees” or the “Board”) and the AdviserManager, 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 allocated to the Sub-Adviser from time to time, furnish an investment program in respect of, make investment decisions for, and if and to the extent authorized under Section 3 hereof, place all orders (either directly or through the Manager, subject to its best execution obligations) for the purchase and sale of securities and other assets for the Fund’s investment portfolioportfolio allocated to the Sub-Adviser, 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 described in the Fund’s Board of Trustees and publicly described most current effective registration statement on Form N-1A, or any successor form thereto, and as the same and as such investment policies described therein may thereafter be amended from time to time and communicated by the Fund or the Manager in writing to the Sub-Adviser. The Sub-Adviser is notified of such changesshall also provide U.S. regulatory and compliance oversight with respect to the Fund’s investment portfolio and any sub-adviser appointed pursuant to Section 8 hereof. In the performance of its duties, the Sub-Adviser will (a) satisfy its any applicable fiduciary duties it may have to the Fund, will (b) monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunderor other instruments, and will (c) comply with the provisions of the FundTrust’s Declaration of Trust and By-laws, as amended from time to timetime and communicated, and in writing, by the Fund or the Manager to the Sub-Adviser, (d) comply with (i) the investment objectives, policies and restrictions of stated in the Fund’s most recently effective prospectus and statement of additional information, (ii) such other investment objectives, policies, restrictions or instructions as the Manager or the Trust’s Board of Trustees may communicate to the extent SubAdviser in writing, and (iii) any changes to the objectives, policies, restrictions or instructions required under the foregoing (i) and (ii) as communicated to the Sub-Adviser has received such Declaration in writing and (e) assist the Manager in the valuation of portfolio assets held by the Fund as reasonably requested by the Manager or the Fund, in writing. Notwithstanding the foregoing, the Manager, Fund and Trust and By-laws and has been notified of such objectives, policies and restrictions. The Adviser will provide hereby acknowledge that the Sub-Adviser with current copies of is not the pricing agent for the Fund and therefore not responsible for valuing the Fund’s Declaration securities for purposes of Trust and By-laws and any amendments thereto, and any written objectives, policies, procedures or limitations as they may be relevant to calculating the Sub-AdviserFund’s performance under this Agreementnet asset value. The Sub-Adviser and the Adviser 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 the Fund and to consult with each other regarding the investment affairs of the Fund. The Fund or the Manager will provide the Sub-Adviser will report to with current copies of the Trust’s Declaration of Trust, the Trust’s By-laws, the Fund’s Board prospectus, statement of Trustees additional information and any amendments thereto, and any objective, policies or limitations not appearing therein as they may be relevant to the Sub-Adviser’s performance under this Agreement. Unless otherwise directed by the Board or the Manager, the Sub-Adviser is hereby authorized to take any action with respect to voting of shares or the implementation execution of 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 may be invested from time to the Sub-Adviser are investedtime, consistent with the Sub-Adviser’s obligations under Rule 206(4)-6 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) at its sole discretion in accordance with its proxy voting guidelinespolicies and procedures, as in effect from time a copy of which will be provided to time, and the best interests of Fund at the Fund’s written request. The Sub-Adviser shall promptly notify the Manager and the Fund of any material change in the voting policy. The Sub-Adviser, if responsible for proxy voting, will maintain appropriate records detailing its voting of proxies be permitted to represent any holdings on behalf of the Fund at any ordinary or special meeting of shareholders and upon reasonable request will provide a report setting forth have the proposals voted on and how the Fund’s shares were voted including the name of the corresponding issuersright to exercise any voting rights or any other similar or connected rights. The Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research and other services, if any, that may be provided. It is understood that the Sub-Adviser will shall not be deemed required to have acted unlawfully, render any legal advice or to have breached a fiduciary duty to the Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for 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 initiate litigation with respect to its accountsportfolio assets, including the Fundincluding, as to which it exercises investment discretion. In additionbut not limited to, if in the judgment of the Sub-Adviser, 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 that another broker or dealer may charge for the same transaction provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers class action and trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will the Fund’s portfolio securities be purchased from or sold to the Adviser, the Sub-Adviser or any affiliated person of the Fund, the Adviser or the Sub-Adviser, except as may be permitted under the 1940 Act. The Sub-Adviser further agrees that it:bankruptcy claims.

Services to be Performed. Subject always to the supervision of the Fund’s Board of Trustees and the AdviserSponsor, the Commodity 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 Fund’s investment portfoliofutures contracts, forward contracts, options contracts, swap contracts and other commodity interests (“Commodity Interests”), all on behalf of the Fund and as described in the Fund’s effective registration statement (the “Registration Statement”), consistent with the investment objectives, policies objectives and restrictions of the Fund, as such objectives, policies and restrictions may subsequently be changed by the Fund’s Board of Trustees and publicly Fund described and as the Sub-Adviser is notified of such changestherein. In the performance of its duties, the Commodity Sub-Adviser will satisfy its fiduciary duties to the Fund, will select and monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunder, Commodity Interests and will comply with the provisions of the Fund’s Declaration of Trust and By-lawsAgreement (the “Trust Agreement”) as filed with the Registration Statement, as the Trust Agreement may be amended from time to timetime (to the extent Commodity Sub-Adviser has been notified in writing of such amendments at least 90 days prior to effectiveness), and the Fund’s investment objectives, policies and restrictions of as disclosed in the FundRegistration Statement, as such investment objectives, policies and restrictions may be amended from time to time (to the extent the Commodity Sub-Adviser has received such Declaration of Trust and By-laws and has been notified in writing of such objectives, policies and restrictionsamendments at least 90 days prior to effectiveness). The Adviser Sponsor will provide the Commodity Sub-Adviser with current copies of the Fund’s Declaration of Trust and By-laws organizational documents, prospectus and any amendments thereto, and any written objectivesobjectives (as contained in the investment guidelines, if any), policies, procedures or limitations not appearing therein as they may be relevant to the Commodity Sub-Adviser’s performance under this Agreement, all of which will be binding on Commodity Sub-Adviser upon receipt thereof from Sponsor at least 90 days prior to effectiveness. The Commodity Sub-Adviser and the Adviser Sponsor will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. The Commodity Sub-Adviser will report to the Fund’s Board of Trustees and to the Adviser Sponsor with respect to the implementation of 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 Commodity Sub-Adviser’s proxy voting guidelinesservices hereunder. All commissions and expenses arising from the trading of Commodity Interests, as or other transactions in effect from time the course of the administration of the Fund’s account, shall, with the written agreement of Sponsor, be charged to timethe Fund’s account with its clearing broker(s). If requested by Commodity Sub-Adviser, Sponsor shall deliver to Commodity Sub-Adviser, and renew when necessary, a commodity trading authorization appointing Commodity Sub-Adviser as the best interests Fund’s agent and attorney-in-fact for the purpose of trading Commodity Interests on behalf of the Fund. The All trades for the account of the Fund directed by Commodity Sub-Adviser will maintain appropriate records detailing its voting of proxies shall be made through such clearing broker or brokers as agreed between Sponsor and Commodity Sub-Adviser (each, a “clearing broker”). Notwithstanding the foregoing, Commodity Sub-Adviser may place orders for Commodity Interest transactions for the Fund through executing brokers or floor brokers selected by Commodity Sub-Adviser and may execute on behalf of the Fund and upon reasonable request “give-up” agreements with such executing brokers or floor brokers where necessary; provided that Commodity Sub-Adviser will provide Sponsor and the Fund on a report setting forth the proposals voted on and how the Fund’s shares were voted including the name quarterly basis with a list of the corresponding issuers. The executing brokers or floor brokers Commodity Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fundthen using, and is directed to use its commercially reasonable efforts to obtain best executionSponsor may, which includes most favorable net results and execution within 5 days of the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research and other 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 Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for 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 receiving such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities list after consultation with respect to its accounts, including the Fund, as to which it exercises investment discretion. In addition, if in the judgment of the Commodity Sub-Adviser, object to the use of an executing broker or floor broker because the Sponsor reasonably believes the use of such executing broker or floor broker would be detrimental to the Fund would be benefited by supplemental servicesand its investors, the and Commodity Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing shall cease using such services broker on behalf of the Fund. Any over-the-counter contracts in excess of spreads or commissions that another Commodity Interests transacted for the Fund’s account will be effected through the clearing broker or dealer may charge for the same transaction provided that the its affiliates, as agreed upon between Commodity Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services providedand Sponsor. The Commodity Sub-Adviser from time to time may select other dealers through which any such contracts will properly communicate to be traded, with the officers and trustees prior written consent of the Fund such information relating to transactions for the Fund as they may reasonably requestSponsor. In no instance will the Fund’s portfolio securities be purchased from or sold to the Adviser, the Sub-Adviser or any affiliated person of the Fund, the Adviser or the Sub-Adviser, except as may be permitted under the 1940 Act. The Commodity Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of the FundTrust’s Board of Trustees (the “Board of Trustees” or the “Board”) and the AdviserManager, the Sub-Adviser will furnish an act as a non-discretionary sub-adviser and provide a list of recommended investments and weightings (i.e., a “Model Portfolio”) and investment program recommendations to the Manager on a daily basis, with respect to the Allocated Assets, which Model Portfolio and investment recommendations shall include, but not be limited to, recommended investments, relative weights, relative changes in respect ofsuch weights or the composition of the portfolio and the manner and timing of implementing such changes, make investment decisions for, portfolio sales and place all orders for the purchase and sale of securities for the Fund’s investment portfolio, associated recommended transactions 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 described in the Fund’s Board of Trustees and publicly described most current effective registration statement on Form N-1A, or any successor form thereto, and as the same may thereafter be amended from time to time. The Sub-Adviser is notified of such changesshall cooperate with the Manager to ensure the recommendations are current and accurate. In the performance of its duties, the Sub-Adviser will (a) satisfy its any applicable fiduciary duties it may have to the Fund, will (b) with respect to the Model Portfolio provided for the Allocated Assets, monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunderinvestments, and will (c) comply with the provisions of the FundTrust’s Declaration of Trust and By-laws, as amended from time to timetime and communicated by the Fund or the Manager to the Sub-Adviser, and (d) comply, with respect to the Model Portfolio provided for the Allocated Assets, with (i) the investment objectivesobjective, policies and restrictions of stated in the Fund’s most recently effective prospectus and statement of additional information, (ii) such other investment objectives, policies, restrictions or instructions as the Manager or the Trust’s Board of Trustees may communicate to the extent the Sub-Adviser has received such in writing, and (iii) any changes to the objectives, policies, restrictions or instructions required under the foregoing (i) and (ii) as communicated to the Sub-Adviser in writing (the foregoing items in (d) together with the Declaration of Trust and By-laws are the “Governing Documents”) and has been notified of such objectives(e) with respect to the Allocated Assets, policies and restrictions. The Adviser will provide the Sub-Adviser with current copies will assist in the valuation of portfolio assets held by the Fund as requested by the Manager or the Fund’s Declaration of Trust and By-laws and any amendments thereto, and any written objectives, policies, procedures or limitations as they may be relevant to the Sub-Adviser’s performance under this Agreement. The Sub-Adviser and the Adviser 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 the Fund and to consult with each other regarding the investment affairs of the Fund (in each case, as applicable to the Allocated Assets), the Model Portfolio and the Sub-Adviser’s investment recommendations. The Fund or the Manager will provide the Sub-Adviser with current copies of the Trust’s Declaration of Trust and the Trust’s By-laws and will promptly provide any updates made thereto. The Fund’s prospectus, statement of additional information and any amendments thereto are made available on the Fund’s public website. If for any reason which is beyond the control of the Sub-Adviser, including market movements, contributions to or redemptions from the Fund or a change in the nature of any investments (whether through a change in business activity or credit rating), the Allocated Assets or the Fund ceases to comply with the Governing Documents or applicable law, the Manager may request and the Sub-Adviser shall promptly provide a revised Model Portfolio or investment recommendations that remedies the non-compliance. The Fund, Manager and Sub-Adviser agree that all investment decisions will ultimately be the responsibility of the Manager and that the Sub-Adviser shall not have or be deemed to have investment discretion with respect to the Fund’s portfolio to the extent permissible under applicable law, subject to the following. Unless otherwise approved by the Board and the Manager and agreed by the Sub-Adviser, the Sub-Adviser shall have no authority to select brokers or dealers or otherwise place orders for the execution of the purchases and sales of portfolio investments on behalf of the Fund. To the extent the Board and the Manager grant the Sub-Adviser such authority in the future and the Sub-Adviser accepts such authority, the Sub-Adviser shall select brokers or dealers and place orders to execute transactions involving assets of the Fund in accordance with applicable law (including the rules under the 1000 Xxx) and any policies, procedures and restrictions adopted by the Board for the Fund regarding the execution of the Fund’s portfolio transactions and as such may be amended from time to time. The Sub-Adviser shall have no obligation or right to make decisions or take other action with respect to proxies, tender offers or other corporate actions regarding investments the Sub-Adviser has recommended, it being understood that the Manager shall have such right and responsibility unless otherwise determined by the Board. Notwithstanding the foregoing, the Sub-Adviser will discuss with the Manager and/or Fund, upon request, matters with respect to proxies, tender offers and other corporate actions regarding securities or other assets comprising the Allocated Assets in sufficient time to permit the Manager or the Fund to take appropriate action with respect to such portfolio investments. 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, including the Fund, the Sub-Adviser shall be limited to providing investment advice with respect to only the discrete portion of a fund’s portfolio as may be determined from time to time by the Board of Trustees or the Manager, and shall not consult with a 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 a fund’s portfolio concerning transactions for a fund in securities or other assets. The Sub-Adviser will report to the Fund’s Board of Trustees and to the Adviser with respect to the implementation of 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 the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research and other 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 Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for 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 Fund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, 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 that another broker or dealer may charge for the same transaction provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees Trustees of the Fund Trust such information relating to transactions the Model Portfolio and its recommendations for the Fund Allocated Assets as they may reasonably request. In no instance will the Fund’s portfolio securities assets constituting the Allocated Assets be purchased from or sold to the AdviserManager, the Sub-Adviser or any affiliated person of either the FundTrust, the Adviser Manager, or the Sub-Adviser, except as may be permitted under the 1940 Act, and if the Sub-Adviser is authorized to select broker or dealers for Fund transactions, under no circumstances will the 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 the Fund’s 's Board of Trustees and the AdviserManager, 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 Fund’s 's investment portfolio, all on behalf of the Fund and consistent as described in the Fund's most recent effective registration statement on Form N-2, as the same may thereafter be amended from time to time. In the performance of its duties, the Sub-Adviser will in all material respects (a) satisfy any applicable fiduciary duties it may have to the Fund, (b) monitor the Fund's investments, and (c) comply with the provisions of the Fund's Declaration of Trust and By-laws, as amended from time to time and communicated by the Fund or the Manager to the Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of the Fund, Fund as such objectives, policies and restrictions may subsequently be changed by the Fund’s 's Board of Trustees and publicly described and as communicated by the Fund or the Manager to the Sub-Adviser is notified of such changes. In the performance of its duties, the Sub-Adviser will satisfy its fiduciary duties to the Fund, will monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunder, and will comply with the provisions of the Fund’s Declaration of Trust and By-laws, as amended from time to time, and the investment objectives, policies and restrictions of the Fund, to the extent the Sub-Adviser has received such Declaration of Trust and By-laws and has been notified of such objectives, policies and restrictionswriting. The Adviser will provide Fund or the Manager has provided the Sub-Adviser with current copies of the Fund’s 's Declaration of Trust and Trust, By-laws laws, prospectus, statement of additional information and any amendments thereto, and any written objectives, policies, procedures policies or limitations not appearing therein as they may be relevant to the Sub-Adviser’s 's performance under this Agreement. The Sub-Adviser shall have authority and discretion to select brokers and dealers to execute portfolio transactions for the Fund initiated by the Sub-Adviser and to select the markets on or in which the transactions will be executed. In placing orders for the sale and purchase of securities for the Fund, the Sub-Adviser's primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Sub-Adviser to solicit competitive bids for each make its officers and employees transaction or to seek the lowest available commission cost to the other from time Fund, so long as the Sub-Adviser reasonably believes that the broker or dealer selected by it can be expected to time at obtain a "best execution" market price on the particular transaction and determines in good faith that the commission cost is reasonable times in relation to review the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Sub-Adviser, viewed in terms of either that particular transaction or of the Sub-Adviser's overall responsibilities with respect to its clients, including the Fund, as to which the Sub-Adviser exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. Subject to compliance with the policies and procedures adopted by the Board of Trustees for the Fund and to consult the extent permitted by and in conformance with each other regarding the investment affairs applicable law (including Rule 17e-1 of the Fund. The Sub-Adviser will report to the Fund’s Board of Trustees and to the Adviser with respect to the implementation of 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 1940 Act), the Sub-Adviser are invested, consistent may select brokers or dealers affiliated 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 the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research and other 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 Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for 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 Fund, as to which it exercises investment discretion. In additionThe Sub-Adviser has adopted Best Execution policies and procedures which detail the factors considered in brokerage selection. Notwithstanding the foregoing, if in the judgment selection of brokers or dealers to execute portfolio transactions for the Fund will be made by the Sub-Adviser, Adviser in a manner consistent with its fiduciary duties and applicable law. Portfolio transactions for the Fund would will generally be benefited by supplemental servicescompleted independently of transactions of other Sub-Adviser's clients, except when the Sub-Adviser is authorized to pay spreads in the position of buying or commissions to brokers selling the same security for a number of its clients (including the Fund) at approximately the same time. Because of market fluctuations, the prices obtained on such transactions within Under this procedure, purchases or dealers furnishing such services in excess sales of spreads or commissions that another broker or dealer may charge a particular security for the same transaction provided that Fund will at times be combined or "batched" with purchases or sales for other advisory clients by the Sub-Adviser determined unless the Fund has expressly directed otherwise. Such batched trades may be used to facilitate best execution, including negotiating more favorable prices, obtaining more timely or equitable execution or reducing overall commission charges. In such cases, the price shown on confirmations of the Fund's purchases or sales will be the average execution price on all of the purchases and sales that are aggregated for this purpose. Allocation of securities so sold or purchased, as well as the expenses incurred in good faith that the commission or spread paid was reasonable transaction, will be made by the Sub-Adviser in relation the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the services providedFund and to such other clients. The Sub-Adviser will properly vote all proxies solicited by or with respect to the issuers of securities which assets of the Fund's investment portfolio allocated by the Manager to the Sub-Adviser are invested, consistent with the Sub-Adviser's written Proxy Policies and Procedures. 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 Fund'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 1940 Act) and the Fund'x xxxxxxes and procedures, (b) the Sub-Adviser determines the purchase or sale is in the best interests of the Fund, and (c) the Fund's Board of Trustees have approved these types of transactions. 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 herein. The Sub-Adviser will communicate to the officers and trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will the Fund’s portfolio securities be purchased from or sold to the AdviserManager, the Sub-Adviser or any affiliated person of either the Fund, the Adviser Manager, or the Sub-Adviser, except as may be permitted under the 1940 Actapplicable law. The Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of the Fund’s Trust's Board of Trustees (the "Board of Trustees" or the "Board") and the AdviserManager, the Sub-Adviser will furnish an investment program in respect of, act as sub-adviser for the Fund and make investment decisions forrecommendations to the manager on a regular basis, and place all orders for but no less often than every 30 days, regarding the purchase investment, reinvestment and sale of securities for the Fund’s assets of the Fund allocated to the Sub-Adviser by the Manager, which investment portfoliorecommendations shall include, but not be limited to, recommended securities, relative weights, relative changes in such weights or the composition of the portfolio and the manner and timing of implementing such changes, portfolio sales and associated recommended transactions all on behalf of the Fund as described in the Fund's currently effective registration statement on Form N-1A as the same and consistent such investment policies described therein may thereafter be amended from time to time. The Sub-Adviser shall cooperate with the Manager to ensure the recommendations are current and accurate. In the performance of its duties, the Sub-Adviser will (a) satisfy any applicable fiduciary duties it may have to the Fund, (b) monitor the Fund's investments, (c) comply with the provisions of the Trust's Declaration of Trust and By-laws, as amended from time to time and communicated by the Fund or the Manager to the Sub-Adviser, and the stated investment objectives, policies and restrictions of the Fund, Fund as such objectives, policies and restrictions may subsequently be changed by the Fund’s Board of Trustees and publicly described and as communicated by the Fund or the Manager to the Sub-Adviser is notified in writing and (d) assist in the valuation of such changes. In the performance of its duties, the Sub-Adviser will satisfy its fiduciary duties to the Fund, will monitor the Fund’s investments in securities selected for portfolio assets held by the Fund as requested by the Sub-Adviser hereunder, and will comply with the provisions Manager of the Fund’s Declaration of Trust and By-laws, as amended from time to time, and the investment objectives, policies and restrictions of the Fund, to the extent the Sub-Adviser has received such Declaration of Trust and By-laws and has been notified of such objectives, policies and restrictions. The Adviser Fund or the Manager will provide the Sub-Adviser with current copies of the Fund’s Trust's Declaration of Trust and Trust, By-laws laws, prospectus, statement of additional information and any amendments thereto, and any written objectives, policies, procedures policies or limitations not appearing therein as they may be relevant to the Sub-Adviser’s 's performance under this Agreement. It is possible that due to differing investment objectives or for other reasons, the Sub-Adviser and its affiliates may recommend securities of an issuer for one client and at approximately the same time recommend selling or sell the same or similar types of securities for another client. The Fund, Manager and Sub-Adviser agree that all investment decisions will ultimately be the responsibility of the Manager and that the Sub-Adviser shall not have or be deemed to have investment discretion with respect to the Fund's portfolio to the extent permissible under applicable law, subject to the following. Unless otherwise approved by the Board and the Manager, the Sub-Adviser shall have no authority to select brokers or dealers or otherwise place orders for the execution of the purchases and sales of portfolio investments on behalf of the Fund. To the extent the Board and the Manager grant the Sub-Adviser such authority in the future, the Sub-Adviser shall select brokers or dealers and place orders to execute transactions involving assets of the Fund in accordance with applicable law (including rules under the 1940 Act) and any policixx, xxxxedures and restrictions adopted by the Board for the Fund regarding the execution of the Fund's portfolio transactions. The Sub-Adviser shall have no obligation or right to make decisions or take other action with respect to proxies, tender offers or other corporate actions regarding investments the Sub-Adviser has recommended, it being understood that the Manager shall have such right and responsibility unless reserved by the Fund. Notwithstanding the foregoing, the Sub-Adviser will each make its officers advise the Manager and/or the Fund, upon request, with respect to proxies, tender offers and employees available to other corporate actions regarding securities or other assets in the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs portion of the Fund's portfolio that was allocated to the Sub-Adviser in sufficient time to permit the Manager or the Fund to take appropriate action with respect to such portfolio investments. 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 (including the Fund), 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 report to the Fund’s Board of Trustees and to the Adviser with respect to the implementation of 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 the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research and other 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 Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for 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 Fund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, 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 that another broker or dealer may charge for the same transaction provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees Trustees of the Fund Trust such information relating to transactions its recommendations for the Fund as they may reasonably request. In no instance will the Fund’s 's portfolio securities be purchased from or sold to the AdviserManager, the Sub-Adviser or any affiliated person of either the FundTrust, the Adviser Manager, or the Sub-Adviser, except as may be permitted under the 1940 Act. The Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of the Fund’s 's Board of Trustees (the "Board of Trustees" or the "Board") and the AdviserManager, 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 Fund’s 's investment portfolio, all on behalf of the Fund and consistent as described in the Fund's most recent effective registration statement on Form N-2 (File No. 333-186412), and as the same and such investment policies described therein may thereafter be amended from time to time. In the performance of its duties, the Sub-Adviser will (a) satisfy any applicable fiduciary duties it may have to the Fund, (b) monitor the Fund's investments, (c) comply with the provisions of the Fund's Declaration of Trust and By-laws, as amended from time to time and communicated by the Fund or the Manager to the Sub-Adviser, and the stated investment objectives, policies and restrictions of the Fund, Fund as such objectives, policies and restrictions may subsequently be changed by the Fund’s 's Board of Trustees and publicly described and as communicated by the Fund or the Manager to the Sub-Adviser is notified in writing and (d) assist in the valuation of such changes. In the performance of its duties, the Sub-Adviser will satisfy its fiduciary duties to the Fund, will monitor the Fund’s investments in portfolio securities selected for held by the Fund as requested by the Sub-Adviser hereunder, and will comply with the provisions Manager of the Fund’s Declaration of Trust and By-laws, as amended from time to time, and the investment objectives, policies and restrictions of the Fund, to the extent the Sub-Adviser has received such Declaration of Trust and By-laws and has been notified of such objectives, policies and restrictions. The Adviser Fund or the Manager will provide the Sub-Adviser with current copies of the Fund’s 's Declaration of Trust and Trust, By-laws laws, prospectus, statement of additional information and any amendments thereto, and any written objectives, policies, procedures policies or limitations not appearing therein as they may be relevant to the Sub-Adviser’s 's performance under this Agreement. The Sub-Adviser and 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 the Fund and to consult with each other regarding the investment affairs of the Fund. The Sub-Adviser will report to the Fund’s Board of Trustees and to the Adviser with respect to the implementation of 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 investments for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of 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 other servicescompliance 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), if any, that the Sub-Adviser may be providedselect 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 Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for 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 Fund, 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 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 occurs as part of any aggregate sale or purchase orders, the objective of the 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 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 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, the 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 that another broker or dealer may charge an issuer for one client and at approximately the same transaction provided that time recommend selling or sell the Sub-Adviser determined in good faith that the commission same or spread paid was reasonable in relation to the services providedsimilar types of securities for another client. The Sub-Adviser will properly 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, (b) the Sub-Adviser determines the purchase or sale is in 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 Sub-Adviser's authority regarding the execution of the Fund's portfolio transactions provided herein. 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 any other First Trust Fund complex 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 communicate to the officers and trustees Trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will the Fund’s 's portfolio securities be purchased from or sold to the AdviserManager, the Sub-Adviser or any affiliated person of either the Fund, the Adviser Manager, or the Sub-Adviser, except as may be permitted under the 1940 Act. The Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of the Fund’s 's Board of Trustees and the AdviserManager, 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 Fund’s 's investment portfolio, all on behalf of the Fund and consistent as described in the Fund's initial registration statement on Form N-2 (File No. 333-139549) as declared effective by the SEC, and as the same may thereafter be amended from time to time. In the performance of its duties, the Sub-Adviser will in all material respects (a) satisfy any applicable fiduciary duties it may have to the Fund, (b) monitor the Fund's investments, and (c) comply with the provisions of the Fund's Declaration of Trust and By-laws, as amended from time to time and communicated by the Fund or the Manager to the Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of the Fund, Fund as such objectives, policies and restrictions may subsequently be changed by the Fund’s 's Board of Trustees and publicly described and as communicated by the Fund or the Manager to the Sub-Adviser is notified of such changes. In the performance of its duties, the Sub-Adviser will satisfy its fiduciary duties to the Fund, will monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunder, and will comply with the provisions of the Fund’s Declaration of Trust and By-laws, as amended from time to time, and the investment objectives, policies and restrictions of the Fund, to the extent the Sub-Adviser has received such Declaration of Trust and By-laws and has been notified of such objectives, policies and restrictionswriting. The Adviser will provide Fund or the Manager has provided the Sub-Adviser with current copies of the Fund’s 's Declaration of Trust and Trust, By-laws laws, prospectus, statement of additional information and any amendments thereto, and any written objectives, policies, procedures policies or limitations not appearing therein as they may be relevant to the Sub-Adviser’s 's performance under this Agreement. The Sub-Adviser and 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 the Fund and to consult with each other regarding the investment affairs of the Fund. The Sub-Adviser will report to the Fund’s Board of Trustees and to the Adviser with respect to the implementation of 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 investments for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of 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 other servicescompliance 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), if any, that the Sub-Adviser may be providedselect 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 Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for 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 Fund, 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 accounts managed by Sub-Adviser or its affiliates, if in the judgment of the 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 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 would be benefited by supplemental servicesand 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 is authorized to pay spreads or commissions to brokers or dealers furnishing such services have available funds for investment, investments suitable and appropriate for each will be allocated in excess of spreads or commissions that another broker or dealer may charge for the same transaction provided that the a manner believed by Sub-Adviser determined to be equitable to each, although such allocation may result in good faith 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 of an issuer for one client and at approximately the commission same time recommend selling or spread paid was reasonable in relation to sell the services providedsame or similar types of securities for another client. The Sub-Adviser will properly 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, (b) the Sub-Adviser determines the purchase or sale is in 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 Sub-Adviser's authority regarding the execution of the Fund's portfolio transactions provided herein. The Sub-Adviser will communicate to the officers and trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will the Fund’s portfolio securities be purchased from or sold to the AdviserManager, the Sub-Adviser or any affiliated person of either the Fund, the Adviser Manager, or the Sub-Adviser, except as may be permitted under the 1940 Act. The Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of the Fund’s Trust's Board of Trustees (the "Board of Trustees") and the Adviser, 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, and furnish an investment program in respect of, make investment decisions for, and place all orders (either directly or through the Adviser) for the purchase and sale of securities for the each Fund’s 's investment portfolio, all on behalf of the such Fund and consistent as described in the Fund's currently effective registration statement on Form N-1A as the same and such investment policies applicable to the Sub-Adviser's portion of the Fund's portfolio described therein may thereafter be amended from time to time. In the performance of its duties, the Sub-Adviser will (a) satisfy any applicable fiduciary duties it may have to the Funds, (b) monitor the Funds' investments, (c) comply with the provisions of the Trust's Declaration of Trust and By-laws, as amended from time to time and communicated by the Trust or the Adviser to the Sub-Adviser, and the stated investment objectives, policies and restrictions of the Fund, each Fund as such objectives, policies and restrictions may subsequently be changed by the Fund’s Board of Trustees and publicly described and as communicated by the applicable Fund or the Adviser to the Sub-Adviser is notified in writing, and (d) assist in the valuation of such changes. In portfolio assets held by each Fund as requested by the performance of its duties, the Sub-Adviser will satisfy its fiduciary duties to or the Fund, will monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunder, and will comply with the provisions of the Fund’s Declaration of Trust and By-laws, as amended from time to time, and the investment objectives, policies and restrictions of the Fund, to the extent the Sub-Adviser has received such Declaration of Trust and By-laws and has been notified of such objectives, policies and restrictions. The Adviser will provide the Sub-Adviser with current copies of the Fund’s Declaration of Trust and By-laws and any amendments thereto, and any written objectives, policies, procedures or limitations as they may be relevant to the Sub-Adviser’s performance under this Agreement. The Sub-Adviser and the Adviser 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 Fund applicable to the portion of the Fund portfolio allocated to the Sub-Adviser and to consult with each other regarding the investment affairs of the Fund. The Trust or the Adviser has provided the Sub-Adviser will report to the Fund’s Board of Trustees and to the Adviser with respect to the implementation of such program. The Sub-Adviser will vote proxies solicited by or with respect to the issuers of securities in which assets current copies of the Fund allocated by the Adviser Trust's Declaration of Trust and By-laws, each Fund's prospectus and statement of additional information and any amendments thereto, and any objectives, policies or limitations not appearing therein as they may be relevant to the Sub-Adviser are investedAdviser's performance under this Agreement. Unless otherwise provided by the Adviser, 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 a Fund's securities for on behalf of the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the a 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 Board of Trustees and other servicesto the extent permitted by and in conformance with applicable law (including Rule 17e-1 of the 1940 Act), if any, that the Sub- Adviser may be providedselect 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 a Fund, or be in breach of any obligation owing to the Trust or a Fund under this Agreement, or otherwise, solely by reason of its having caused the a Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for 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 FundFunds, 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 with similar orders being made simultaneously for other accounts managed by the Sub-Adviser or its affiliates, if in the Sub-Adviser's reasonable judgment such aggregation shall result in an overall economic benefit to the applicable 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 a Fund occurs 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 assets so purchased or sold, as well as expenses incurred in the transaction, among the Fund and other accounts in an equitable manner. Nevertheless, each Fund and the 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 a Fund and one or more other investment advisory clients of the Sub-AdviserAdviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by the Fund 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, the 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 that another broker or dealer may charge an issuer for one client and at approximately the same transaction provided that time recommend selling or sell the Sub-Adviser determined in good faith that the commission same or spread paid was reasonable in relation to the services providedsimilar types of securities for another client. The Sub-Adviser will properly not arrange purchases or sales of securities between a 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 the best interests of the Fund, and (c) the Board of Trustees has approved these types of transactions. Each Fund may adopt policies and procedures that modify or restrict the Sub-Adviser's authority regarding the execution of such Fund's portfolio transactions provided herein. Such policies and procedures and any amendments thereto will be communicated by the Adviser to the Sub-Adviser. The Adviser shall provide reasonable advance notice to the Sub-Adviser of such policies and procedures and any amendments thereto. The Sub-Adviser will communicate to the officers and trustees of the Fund Trust such information relating to transactions for the Fund Funds as they may reasonably request. In no instance will the Fund’s portfolio securities be purchased from by or sold to the Adviser, the Sub-Adviser or any affiliated person of any of the FundTrust, the Adviser Adviser, or the Sub-Adviser, except as may be permitted under the 1940 Act. The Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of the Fund’s 's Board of Trustees and the AdviserManager, 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 Fund’s 's investment portfolio, all on behalf of the Fund and consistent as described in the Fund's initial registration statement on Form N-2 (File No. 333-124146) as declared effective by the SEC, and as the same may thereafter be amended from time to time. In the performance of its duties, the Sub-Adviser will in all material respects (a) satisfy any applicable fiduciary duties it may have to the Fund, (b) monitor the Fund's investments, and (c) comply with the provisions of the Fund's Declaration of Trust and By-laws, as amended from time to time and communicated by the Fund or the Manager to the Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of the Fund, Fund as such objectives, policies and restrictions may subsequently be changed by the Fund’s 's Board of Trustees and publicly described and as communicated by the Fund or the Manager to the Sub-Adviser is notified of such changes. In the performance of its duties, the Sub-Adviser will satisfy its fiduciary duties to the Fund, will monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunder, and will comply with the provisions of the Fund’s Declaration of Trust and By-laws, as amended from time to time, and the investment objectives, policies and restrictions of the Fund, to the extent the Sub-Adviser has received such Declaration of Trust and By-laws and has been notified of such objectives, policies and restrictionswriting. The Adviser will provide Fund or the Manager has provided the Sub-Adviser with current copies of the Fund’s 's Declaration of Trust and Trust, By-laws laws, prospectus, statement of additional information and any amendments thereto, and any written objectives, policies, procedures policies or limitations not appearing therein as they may be relevant to the Sub-Adviser’s 's performance under this Agreement. The Sub-Adviser and 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 the Fund and to consult with each other regarding the investment affairs of the Fund. The Sub-Adviser will report to the Fund’s Board of Trustees and to the Adviser with respect to the implementation of 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 investments for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of 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 other servicescompliance 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), if any, that the Sub-Adviser may be providedselect 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 Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-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 Fund, 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 accounts managed by Sub-Adviser or its affiliates, if in the judgment of the 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 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 be benefited 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 of an issuer for one client and at approximately the same time recommend selling or sell the same or similar types of securities for another client. The Manager or its designee will vote all proxies solicited by supplemental services, or with respect to the issuers of securities which assets of the Fund's investment portfolio allocated by the Manager to the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions that another broker or dealer may charge for the same transaction provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services providedare invested. The Sub-Adviser will properly 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 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 Sub-Adviser's authority regarding the execution of the Fund's portfolio transactions provided herein. The Sub-Adviser will communicate to the officers and trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will the Fund’s portfolio securities be purchased from or sold to the AdviserManager, the Sub-Adviser or any affiliated person of either the Fund, the Adviser Manager, or the Sub-Adviser, except as may be permitted under the 1940 Act. The Sub-Adviser further agrees that it:.

Services to be Performed. Subject always to the supervision of the Fund’s 's Board ------------------------ of Trustees and the AdviserManager, 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 the Fund’s 's investment portfolioportfolio allocated by Manager to Sub-Adviser, all on behalf of the Fund and as described in the Fund's initial registration statement on Form N-2 as declared effective by the Securities and Exchange Commission, consistent with the investment objectives, policies objectives and restrictions of the Fund, Fund described therein and as such objectives, policies and restrictions they may subsequently be changed by the Fund’s 's Board of Trustees and publicly described and as the Sub-Adviser is notified of such changes. In the performance of its duties, the Sub-Adviser will satisfy its fiduciary duties to the Fund, will monitor the Fund’s 's investments in securities selected for the Fund by the Sub-Adviser hereunder, and will comply with the provisions of the Fund’s 's Declaration of Trust and By-laws, as amended from time to time, and the investment objectives, policies and restrictions of the Fund, to the extent the Sub-Adviser has received such Declaration of Trust and By-laws and has been notified of such objectives, policies and restrictions. The Adviser Manager will provide the Sub-Adviser with current copies of the Fund’s 's Declaration of Trust and Trust, By-laws laws, prospectus and any amendments thereto, and any written objectives, policies, procedures or limitations not appearing therein as they may be relevant to the Sub-Adviser’s 's performance under this Agreement. The Sub-Adviser and the Adviser Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. The Sub-Adviser will report to the Fund’s Board of Trustees and to the Adviser Manager with respect to the implementation of such program. Manager shall arrange for the Fund's custodian to forward to Sub-Adviser or Sub-Adviser's designated proxy agent on a timely basis copies of all proxies and shareholder communications relating to securities in which assets of the Fund's investment portfolio allocated by Manager to Sub-Adviser are invested. The Sub-Adviser will vote all such proxies solicited by or with respect delivered to the issuers of securities in which assets of the Fund allocated by the Adviser to the Sub-Adviser are invested, or Sub-Adviser's designated proxy agent consistent with the Sub-Adviser’s 's proxy voting guidelines, as in effect from time to time, guidelines 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 's shares were voted 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 the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of 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 and or other services, if any, that may be 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 Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for 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 Fund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, 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 that another broker or dealer may charge for the same transaction transaction, provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will the Fund’s portfolio securities be purchased from or sold to the AdviserManager, the Sub-Adviser or any affiliated person of the Fund, the Adviser Manager, or the Sub-Adviser, except as may be permitted under the 1940 Act. The Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of the Fund’s Board of Trustees and the AdviserManager, the Sub-Adviser will furnish an investment program in respect of, have discretionary authority to make investment decisions for, and place all orders for the purchase and sale of securities for the Fund’s investment portfolio, all on behalf of the Fund and as described in the Fund’s initial registration statement on Form N-2 as declared effective by the Securities and Exchange Commission, consistent with the investment objectives, policies objectives and restrictions of the Fund, Fund described therein and as such objectives, policies and restrictions they may subsequently be changed by the Fund’s Board of Trustees and publicly described and as the Sub-Adviser is notified of such changes. In the performance of its duties, the Sub-Adviser will satisfy its fiduciary duties to the Fund, will monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunder, and will comply with the provisions of the Fund’s Declaration of Trust and By-laws, as amended from time to time, and the investment objectives, policies and restrictions of the Fund, to the extent the Sub-Adviser has received such Declaration of Trust and By-laws and has been notified of such objectives, policies and restrictions. The Adviser Manager will provide the Sub-Adviser with current copies of the Fund’s Declaration of Trust and Trust, By-laws laws, prospectus and any amendments thereto, and any written objectives, policies, procedures or limitations not appearing therein as they may be relevant to the Sub-Adviser’s performance under this Agreement. The Sub-Adviser and the Adviser Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. The Sub-Adviser will report to the Fund’s Board of Trustees and to the Adviser Manager with respect to the implementation of such program. The Sub-Adviser will vote not be responsible for voting proxies solicited by or with respect relating to the issuers of securities in which assets of the Fund allocated by the Adviser to the Sub-Adviser Fund’s investment portfolio are invested, consistent with the Sub-Adviser’s proxy voting guidelines, as in effect from time to time, and the best interests of the Fundor for maintaining any records detailing such votes. The Sub-Adviser will maintain appropriate records detailing its voting of proxies on behalf of shall not be responsible for any other corporate actions relating to the Fund and upon reasonable request will provide a report setting forth the proposals voted on and how the Fund’s shares were voted Account, including the name of the corresponding issuersadministrative filings, such as proofs or claims in class actions. The Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research and or other services, if any, that may be 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 Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for 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 Fund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, 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 that another broker or dealer may charge for the same transaction transaction, provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will the Fund’s portfolio securities be purchased from or sold to the AdviserManager, the Sub-Adviser or any affiliated person of the Fund, the Adviser Manager, or the Sub-Adviser, except as may be permitted under the 1940 Act. The Advisor shall not be responsible for any loss caused by any act or omission of any broker/dealer; provided, however, that with respect to those broker/dealers that have been selected by the Advisor, the Advisor has acted prudently in the selection of such broker/dealers. Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of the Fund’s Board of Trustees and the 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 Fund’s investment portfolio, all on behalf of the Fund and consistent with the investment objectivesobjective, policies and restrictions of the Fund, as such objectivesobjective, policies and restrictions may subsequently be changed by the Fund’s Board of Trustees and publicly described and as the Sub-Adviser is notified of such changes. In the performance of its duties, the Sub-Adviser will satisfy its fiduciary duties to the Fund, will monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunder, and will comply with the provisions of the Fund’s Declaration of Trust and By-laws, as amended from time to time, and the investment objectivesobjective, policies and restrictions of the Fund, to the extent the Sub-Adviser has received such Declaration of Trust and By-laws and has been notified of such objectivesobjective, policies and restrictions. The Adviser will provide the Sub-Adviser with current copies of the Fund’s Declaration of Trust and By-laws and any amendments thereto, and any written objectives, policies, procedures or limitations as they may be relevant to the Sub-Adviser’s performance under this Agreement. The Sub-Adviser and 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 the Fund and to consult with each other regarding the investment affairs of the Fund. The Sub-Adviser will report to the Fund’s Board of Trustees and to the Adviser with respect to the implementation of 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 the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research and other 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 Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for 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 Fund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, 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 that another broker or dealer may charge for the same transaction provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will the Fund’s portfolio securities be purchased from or sold to the Adviser, the Sub-Adviser or any affiliated person of the Fund, the Adviser or the Sub-Adviser, except as may be permitted under the 1940 Act. The Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of the Adviser and the Fund’s Board of Trustees and the AdviserTrustees, 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 the Fund’s investment portfolioportfolio allocated by the Adviser to the Sub-Adviser, 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 the Fund’s Board of Trustees and publicly described and as the Sub-Adviser is notified of such changes. In the performance of its duties, the Sub-Adviser will satisfy its fiduciary duties to the Fund, will monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunder, and will comply with the provisions of the Fund’s Declaration Articles of Trust Incorporation and By-laws, as amended from time to time, and the investment objectives, policies and restrictions of the Fund, to the extent the Sub-Adviser has received such Declaration of Trust and By-laws and has been notified of such objectives, policies and restrictions. The Adviser will provide the Sub-Adviser with current copies of the Fund’s Declaration Articles of Trust Incorporation and By-laws and any amendments thereto, and any written objectives, policies, procedures or limitations as they may be relevant to the Sub-Adviser’s performance under this Agreement. The Sub-Adviser and 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 the Fund and to consult with each other regarding the investment affairs of the Fund. The Sub-Adviser will report to the Fund’s Board of Trustees and to the Adviser with respect to the implementation of 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, 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 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 the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research and other 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 Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for 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 Fund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, 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 that another broker or dealer may charge for the same transaction transaction, provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees Trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will the Fund’s portfolio securities be purchased from or sold to the Adviser, the Sub-Adviser or any affiliated person of the Fund, the Adviser or the Sub-Adviser, except as may be permitted under the 1940 Act. The Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of the Fund’s 's ------------------------ Board of Trustees and the AdviserManager, 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 the Fund’s 's investment portfolioportfolio allocated by Manager to Sub-Adviser, all on behalf of the Fund and as described in the Fund's initial registration statement on Form N-2 as declared effective by the Securities and Exchange Commission, consistent with the investment objectives, policies objectives and restrictions of the Fund, Fund described therein and as such objectives, policies and restrictions they may subsequently be changed by the Fund’s 's Board of Trustees and publicly described and as the Sub-Adviser is notified of such changes. In the performance of its duties, the Sub-Adviser will satisfy its fiduciary duties to the Fund, will monitor the Fund’s 's investments in securities selected for the Fund by the Sub-Adviser hereunder, and will comply with the provisions of the Fund’s 's Declaration of Trust and By-laws, as amended from time to time, and the investment objectives, policies and restrictions of the Fund, to the extent the Sub-Adviser has received such Declaration of Trust and By-laws and has been notified of such objectives, policies and restrictions. The Adviser Manager will provide the Sub-Adviser with current copies of the Fund’s 's Declaration of Trust and Trust, By-laws laws, prospectus and any amendments thereto, and any written objectives, policies, procedures or limitations not appearing therein as they may be relevant to the Sub-Adviser’s 's performance under this Agreement. The Sub-Adviser and the Adviser Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. The Sub-Adviser will report to the Fund’s Board of Trustees and to the Adviser Manager with respect to the implementation of such program. Manager shall arrange for the Fund's custodian to forward to Sub-Adviser or Sub-Adviser's designated proxy agent on a timely basis copies of all proxies and shareholder communications relating to securities in which assets of the Fund's investment portfolio allocated by Manager to Sub-Adviser are invested. The Sub-Adviser will vote all such proxies solicited by or with respect delivered to the issuers of securities in which assets of the Fund allocated by the Adviser to the Sub-Adviser are invested, or Sub-Adviser's designated proxy agent consistent with the Sub-Adviser’s 's proxy voting guidelines, as in effect from time to time, guidelines 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 's shares were voted 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 the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of 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 and or other services, if any, that may be 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 Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for 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 Fund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, 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 that another broker or dealer may charge for the same transaction transaction, provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will the Fund’s portfolio securities be purchased from or sold to the AdviserManager, the Sub-Adviser or any affiliated person of the Fund, the Adviser Manager, or the Sub-Adviser, except as may be permitted under the 1940 Act. The Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of the Fund’s 's Board of Trustees and the AdviserManager, 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 Fund’s 's investment portfolio, all on behalf of the Fund and consistent as described in the Fund's initial registration statement on Form N-2 (File No. 333-141457) as declared effective by the SEC, and as the same may thereafter be amended from time to time. In the performance of its duties, the Sub-Adviser will in all material respects (a) satisfy any applicable fiduciary duties it may have to the Fund, (b) monitor the Fund's investments, and (c) comply with the provisions of the Fund's Declaration of Trust and By-laws, as amended from time to time and communicated by the Fund or the Manager to the Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of the Fund, Fund as such objectives, policies and restrictions may subsequently be changed by the Fund’s 's Board of Trustees and publicly described and as communicated by the Fund or the Manager to the Sub-Adviser is notified of such changes. In the performance of its duties, the Sub-Adviser will satisfy its fiduciary duties to the Fund, will monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunder, and will comply with the provisions of the Fund’s Declaration of Trust and By-laws, as amended from time to time, and the investment objectives, policies and restrictions of the Fund, to the extent the Sub-Adviser has received such Declaration of Trust and By-laws and has been notified of such objectives, policies and restrictionswriting. The Adviser will provide Fund or the Manager has provided the Sub-Adviser with current copies of the Fund’s 's Declaration of Trust and Trust, By-laws laws, prospectus, statement of additional information and any amendments thereto, and any written objectives, policies, procedures policies or limitations not appearing therein as they may be relevant to the Sub-Adviser’s 's performance under this Agreement. The Sub-Adviser and 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 the Fund and to consult with each other regarding the investment affairs of the Fund. The Sub-Adviser will report to the Fund’s Board of Trustees and to the Adviser with respect to the implementation of 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 investments for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of 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 other servicescompliance 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), if any, that the Sub- Adviser may be providedselect 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 Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for 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-Sub- Adviser’s 's overall responsibilities with respect to its accounts, including the Fund, 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 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 occurs as part of any aggregate sale or purchase orders, the objective of the 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 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, and neither the Fund nor Manager shall object to any such fair and equitable allocation. 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 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, the 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 that another broker or dealer may charge an issuer for one client and at approximately the same transaction provided that time recommend selling or sell the Sub-Adviser determined in good faith that the commission same or spread paid was reasonable in relation to the services providedsimilar types of securities for another client. The Sub-Adviser will properly 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 reasonably believes the purchase or sale is in 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 Sub-Adviser's authority regarding the execution of the Fund's portfolio transactions provided herein. However, no such policy or procedure shall be binding on the Sub-Adviser unless it is communicated to the Sub-Adviser in writing. The Sub-Adviser will communicate to the officers and trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will the Fund’s 's portfolio securities be knowingly purchased from or sold to the AdviserManager, the Sub-Adviser or any affiliated person of either the Fund, the Adviser Manager, or the Sub-Adviser, except as may be permitted under the 1940 Act. The Sub-Adviser further agrees that it:: (a) will use the same degree of skill and care in providing such services as it uses in providing services to other accounts for which it has investment responsibilities under the Investment Advisers Act of 1940; (b) will (i) conform in all material respects to all applicable rules and regulations of the Securities and Exchange Commission, (ii) comply in all material respects with all policies and procedures adopted by the Board of Trustees for the Fund and communicated to the Sub-Adviser in writing and (iii) conduct its activities under this Agreement in all material respects in accordance with any applicable law and regulations of any governmental authority pertaining to its investment advisory activities; (c) will report to the Manager and to the Board of Trustees of the Fund on a quarterly basis and will make appropriate persons available for the purpose of reviewing with representatives of the Manager and the Board of Trustees on a regular basis at such times as the Manager or the Board of Trustees may reasonably request in writing regarding the management of the Fund, including, without limitation, review of the general investment strategies of the Fund, the performance of the Fund's investment portfolio in relation to relevant standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by the Manager or the Board of Trustees of the Fund; and (d) will prepare and maintain such books and records with respect to the Fund's securities and other transactions for the Fund's investment portfolio as required for registered investment advisers under applicable law or as otherwise reasonably agreed to by the parties and will prepare and furnish the Manager and Fund's Board of Trustees such periodic and special reports as the Board or the Manager may reasonably request. The Sub- Adviser further agrees that all records that it maintains for the Fund are the property of the Fund and the Sub- Adviser will surrender promptly to the Fund any such records upon the request of the Manager or the Fund (provided, however, that the Sub-Adviser shall be permitted to retain copies thereof); and shall be permitted to retain originals (with copies to the Fund) to the extent required under Rule 204-2 of the Investment Advisers Act of 1940 or other applicable law. 3.

Services to be Performed. Subject always to the supervision of the Fund’s Board of Trustees and the AdviserManager, the Sub-Adviser Commodity Subadvisor 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 Fund’s investment portfoliofutures contracts, forward contracts, options on futures contracts and other commodity interests (“Commodity Interests”), all on behalf of the Fund and as described in the Fund’s registration statement on Form S-1 as declared effective by the United States Securities and Exchange Commission (the “Registration Statement”), consistent with the investment objectives, policies objectives and restrictions of the Fund, as such objectives, policies and restrictions may subsequently be changed by the Fund’s Board of Trustees and publicly Fund described and as the Sub-Adviser is notified of such changestherein. In the performance of its duties, the Sub-Adviser Commodity Subadvisor will satisfy its fiduciary duties to the Fund, will select and monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunder, Commodity Interests and will comply with the provisions of the Fund’s Declaration of Amended and Restated Trust and By-lawsAgreement (the “Trust Agreement”) as filed with the Registration Statement, as the Trust Agreement may be amended from time to timetime (to the extent Commodity Subadvisor has been notified in writing of such amendments), and the Fund’s investment objectives, policies and restrictions of as disclosed in the FundRegistration Statement, to the extent the Sub-Adviser has received as such Declaration of Trust and By-laws and has been notified of such investment objectives, policies and restrictionsrestrictions may be amended from time to time (to the extent Commodity Subadvisor has been notified in writing of such amendments). The Adviser Manager will provide the Sub-Adviser Commodity Subadvisor with current copies of the Fund’s Declaration of Trust and By-laws organizational documents, prospectus and any amendments thereto, and any written objectivesobjectives (as contained in the investment guidelines, if any), policies, procedures or limitations not appearing therein as they may be relevant to the Sub-AdviserCommodity Subadvisor’s performance under this Agreement, all of which will be binding on Commodity Subadvisor upon receipt thereof from Manager. The Sub-Adviser Commodity Subadvisor and the Adviser Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. The Sub-Adviser Commodity Subadvisor will report to Manager with respect to Commodity Subadvisor’s services hereunder. All commissions and expenses arising from the trading of Commodity Interests, or other transactions in the course of the administration of the Fund’s account, shall be charged to the Fund’s Board of Trustees and account with its clearing broker(s). Manager shall deliver to the Adviser with respect to the implementation of 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 timeCommodity Subadvisor, and renew when necessary, a commodity trading authorization appointing Commodity Subadvisor as the best interests Fund’s agent and attorney-in-fact for the purpose of trading Commodity Interests on behalf of the Fund. The Sub-Adviser will maintain appropriate records detailing its voting All trades for the account of proxies the Fund directed by Commodity Subadvisor shall be made through such clearing broker or brokers as Manager directs (each, a “clearing broker”). Notwithstanding the foregoing, Commodity Subadvisor may place orders for Commodity Interest transactions for the Fund through executing brokers or floor brokers selected by Commodity Subadvisor and may execute on behalf of the Fund and upon reasonable request “give-up” agreements with such executing brokers or floor brokers where necessary; provided that Commodity Subadvisor will provide Manager and the Fund on a report setting forth quarterly basis with a list of the proposals voted executing brokers or floor brokers Commodity Subadvisor is then using, and Manager may, within 5 days of receiving such list after consultation with Commodity Subadvisor, object to the use of an executing broker or floor broker, and Commodity Subadvisor shall cease using such broker on and how behalf of the Fund. Any over-the-counter contracts in Commodity Interests transacted for the Fund’s shares were voted including account will be effected through 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 the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research and other 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 Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a clearing broker or a dealer a commission for effecting a securities transaction for 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 Fundaffiliates, as agreed upon between Commodity Subadvisor and Manager. Commodity Subadvisor from time to time may select other dealers through which it exercises investment discretionany such contracts will be traded, with the prior written consent of Manager. In addition, if in the judgment of the Sub-Adviser, 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 that another broker or dealer may charge for the same transaction provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will the Fund’s portfolio securities be purchased from or sold to the Adviser, the Sub-Adviser or any affiliated person of the Fund, the Adviser or the Sub-Adviser, except as may be permitted under the 1940 Act. The Sub-Adviser Commodity Subadvisor further agrees that it:

Services to be Performed. Subject always to the supervision of the Fund’s Trust's Board of Trustees (the "Board of Trustees") and the AdviserManager, 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 assets for the Fund’s 's investment portfolio, all on behalf of the Fund and consistent as described in the Fund's most current effective registration statement on Form N-1A and as the same may thereafter be amended from time to time. In the performance of its duties, the Sub-Adviser will in all material respects (a) satisfy any applicable fiduciary duties it may have to the Fund, (b) monitor the Fund's investments, (c) comply with the provisions of the Trust's Declaration of Trust and By-laws, as amended from time to time and communicated by the Fund or the Manager to the Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of the Fund, Fund as such objectives, policies and restrictions may subsequently be changed by the Fund’s Board of Trustees and publicly described and as communicated by the Fund or the Manager to the Sub-Adviser is notified in writing, and (d) assist in the valuation of such changes. In portfolio securities held by the performance of its duties, Fund as reasonably requested by the Sub-Adviser will satisfy its fiduciary duties to Manager or the Fund, will monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunder, and will comply with the provisions of the Fund’s Declaration of Trust and By-laws, as amended from time to time, and the investment objectives, policies and restrictions of the Fund, to the extent the Sub-Adviser has received such Declaration of Trust and By-laws and has been notified of such objectives, policies and restrictions. The Adviser will provide Fund or the Manager has provided the Sub-Adviser with current copies of the Fund’s Trust's Declaration of Trust and Trust, By-laws laws, the Fund's prospectus, the Fund's statement of additional information and any amendments thereto, and any written objectives, policies, procedures policies or limitations not appearing therein as they may be relevant to the Sub-Adviser’s 's performance under this Agreement. The Sub-Adviser and 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 the Fund and to consult with each other regarding the investment affairs of the Fund. The Sub-Adviser will report to the Fund’s Board of Trustees and to the Adviser with respect to the implementation of 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 investments for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s 's orders, taking into account all appropriate factorsfactors in the reasonable discretion of the Sub-Adviser, including among other things price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Subject to compliance with the policies and other servicesprocedures adopted by the Board of Trustees for the Fund and to the extent permitted by and in conformance with applicable law (including if applicable Rule 17e-1 under the 1940 Act), if any, that the Sub-Adviser may be providedselect 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 Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for 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 value of 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 Fund, as to which it exercises investment discretion. In addition, if in the judgment 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. 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 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 as determined in Sub-Adviser's reasonable discretion. Nevertheless, the Fund and the Manager acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to, among other things, 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, or an inability of one or more accounts to be, 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, the 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 that another broker or dealer may charge an issuer for one client and at approximately the same transaction provided that time recommend selling or sell the Sub-Adviser determined in good faith that the commission same or spread paid was reasonable in relation to the services providedsimilar types of securities for another client. The Sub-Adviser will properly 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 if applicable Rule 17a-7 under the 1940 Act) and the Fund'x xxxxxxes and procedures and (b) the Sub-Adviser determines the purchase or sale is in the best interests of the Fund. 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 herein, provided that the Manager provides reasonable advance notice to Sub-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 communicate to the officers and trustees Trustees of the Fund Trust such information relating to transactions for the Fund as they may reasonably request. In no instance will the Fund’s 's portfolio securities be purchased from or sold to the AdviserManager, the Sub-Adviser or any affiliated person of either the FundTrust, the Adviser Manager, or the Sub-Adviser, except as may be permitted under the 1940 ActAct 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 the Fund’s 's Board of Trustees and the AdviserManager, 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 Fund’s 's investment portfolio, all on behalf of the Fund and consistent as described in the Fund's initial registration statement on Form N-2 (File No. 333-141457) as declared effective by the SEC, and as the same may thereafter be amended from time to time. In the performance of its duties, the Sub-Adviser will in all material respects (a) satisfy any applicable fiduciary duties it may have to the Fund, (b) monitor the Fund's investments, and (c) comply with the provisions of the Fund's Declaration of Trust and By-laws, as amended from time to time and communicated by the Fund or the Manager to the Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of the Fund, Fund as such objectives, policies and restrictions may subsequently be changed by the Fund’s 's Board of Trustees and publicly described and as communicated by the Fund or the Manager to the Sub-Adviser is notified of such changes. In the performance of its duties, the Sub-Adviser will satisfy its fiduciary duties to the Fund, will monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunder, and will comply with the provisions of the Fund’s Declaration of Trust and By-laws, as amended from time to time, and the investment objectives, policies and restrictions of the Fund, to the extent the Sub-Adviser has received such Declaration of Trust and By-laws and has been notified of such objectives, policies and restrictionswriting. The Adviser will provide Fund or the Manager has provided the Sub-Adviser with current copies of the Fund’s 's Declaration of Trust and Trust, By-laws laws, prospectus, statement of additional information and any amendments thereto, and any written objectives, policies, procedures policies or limitations not appearing therein as they may be relevant to the Sub-Adviser’s 's performance under this Agreement. The Sub-Adviser and 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 the Fund and to consult with each other regarding the investment affairs of the Fund. The Sub-Adviser will report to the Fund’s Board of Trustees and to the Adviser with respect to the implementation of 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 investments for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of 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 other servicescompliance 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), if any, that the Sub- Adviser may be providedselect 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 Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for 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-Sub- Adviser’s 's overall responsibilities with respect to its accounts, including the Fund, 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 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 occurs as part of any aggregate sale or purchase orders, the objective of the 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 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, and neither the Fund nor Manager shall object to any such fair and equitable allocation. 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 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, the 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 that another broker or dealer may charge an issuer for one client and at approximately the same transaction provided that time recommend selling or sell the Sub-Adviser determined in good faith that the commission same or spread paid was reasonable in relation to the services providedsimilar types of securities for another client. The Sub-Adviser will properly 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'x xxxxxxes and procedures, (b) the Sub-Adviser reasonably believes the purchase or sale is in 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 Sub-Adviser's authority regarding the execution of the Fund's portfolio transactions provided herein. However, no such policy or procedure shall be binding on the Sub-Adviser unless it is communicated to the Sub-Adviser in writing. The Sub-Adviser will communicate to the officers and trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will the Fund’s 's portfolio securities be knowingly purchased from or sold to the AdviserManager, the Sub-Adviser or any affiliated person of either the Fund, the Adviser Manager, or the Sub-Adviser, except as may be permitted under the 1940 Act. The Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of the Fund’s Board of Trustees and the AdviserManager, 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 the Fund’s investment portfolioportfolio allocated by Manager to Sub-Adviser, all on behalf of the Fund and as described in the Fund’s initial registration statement on Form N-2 as declared effective by the Securities and Exchange Commission, consistent with the investment objectives, policies objectives and restrictions of the Fund, Fund described therein and as such objectives, policies and restrictions they may subsequently be changed by the Fund’s Board of Trustees and publicly described and as the Sub-Adviser is notified of such changes. In the performance of its duties, the Sub-Adviser will satisfy its fiduciary duties to the Fund, will monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunder, and will comply with the provisions of the Fund’s Declaration of Trust and By-laws, as amended from time to time, and the investment objectives, policies and restrictions of the Fund, to the extent the Sub-Adviser has received such Declaration of Trust and By-laws and has been notified of such objectives, policies and restrictions. The Adviser Manager will provide the Sub-Adviser with current copies of the Fund’s Declaration of Trust and Trust, By-laws laws, prospectus and any amendments thereto, and any written objectives, policies, procedures or limitations not appearing therein as they may be relevant to the Sub-Adviser’s performance under this Agreement. The Sub-Adviser and the Adviser Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. The Sub-Adviser will report to the Fund’s Board of Trustees and to the Adviser Manager with respect to the implementation of such program. Manager shall arrange for the Fund’s custodian to forward to Sub-Adviser or Sub-Adviser’s designated proxy agent on a timely basis copies of all proxies and shareholder communications relating to securities in which assets of the Fund’s investment portfolio allocated by Manager to Sub-Adviser are invested. The Sub-Adviser will vote all such proxies solicited by or with respect delivered to the issuers of securities in which assets of the Fund allocated by the Adviser to the Sub-Adviser are invested, or Sub-Adviser’s designated proxy agent 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 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 the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research and other 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 Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for 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 Fund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, 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 that another broker or dealer may charge for the same transaction transaction, provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will the Fund’s portfolio securities be purchased from or sold to the AdviserManager, the Sub-Adviser or any affiliated person of the Fund, the Adviser Manager, or the Sub-Adviser, except as may be permitted under the 1940 Act. The Sub-Adviser further agrees that that, subject to the provisions of Section 9 hereof, it:

Services to be Performed. Subject always to the supervision of the Fund’s Trust's Board of Trustees (the "Board of Trustees" or the "Board") and the AdviserManager, the Sub-Adviser will furnish an investment program in respect of, act as sub-adviser for each Fund and make investment decisions forrecommendations to the Manager on a regular basis, and place all orders for but no less often than every 30 days, regarding the purchase investment, reinvestment and sale of the assets of the Segment, which investment recommendations may include advice related to recommended securities for or asset classes, relative weights, relative changes in such weights or the Fund’s investment portfoliocomposition of the portfolio and the manner and timing of implementing such changes, portfolio sales and associated recommended transactions all on behalf of the Fund and consistent with as described in the investment objectives, policies and restrictions of the respective Fund, as such objectives, policies and restrictions may subsequently be changed by the Fund’s Board of Trustees and publicly described and 's currently effective registration statement on Form N-1A as the same and such investment policies described therein may thereafter be amended from time to time. The Sub-Adviser is notified of such changesshall cooperate with the Manager to ensure the recommendations are current and accurate. In the performance of its duties, the Sub-Adviser will (a) satisfy its any applicable fiduciary duties it may have to the Fund, will (b) monitor the Fund’s 's investments in securities or other instruments selected for the Fund respective Segment by the Sub-Adviser hereunderAdviser, and will (c) comply with the provisions of the Fund’s Trust's Declaration of Trust and By-laws, as amended from time to timetime and communicated by the Fund or the Manager to the Sub-Adviser, and (d) comply with (i) the investment objectives, policies and restrictions stated in the applicable Fund's most recently effective prospectus and statement of additional information, (ii) such other investment objectives, policies, restrictions or instructions as the Fund, Manager or the Trust's Board of Trustees may communicate to the extent the Sub-Adviser has received such Declaration of Trust in writing, and By-laws and has been notified of such (iii) any changes to the objectives, policies policies, restrictions or instructions required under the foregoing (i) and restrictions. The Adviser will provide (ii) as communicated to the Sub-Adviser with current copies in writing and (e) assist in the valuation of portfolio assets held by the respective Fund as requested by the Manager or the Fund’s Declaration of Trust and By-laws and any amendments thereto, and any written objectives, policies, procedures or limitations as they may be relevant to the Sub-Adviser’s performance under this Agreement. The Sub-Adviser and the Adviser 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 the applicable Fund and to consult with each other regarding the investment affairs of the such Fund. The respective Fund or the Manager will provide the Sub-Adviser will report with current copies of the Trust's Declaration of Trust, the Fund's By-laws, the Fund's prospectus, the Fund's statement of additional information and any amendments thereto, and any objectives, policies or limitations not appearing therein as they may be relevant to the Sub-Adviser's performance under this Agreement. Each Fund’s Board , Manager and Sub-Adviser agree that all investment decisions will ultimately be the responsibility of Trustees the Manager and that the Sub-Adviser shall not have or be deemed to the Adviser have investment discretion with respect to the implementation of such program. The Sub-Adviser will vote proxies solicited by or with respect respective Fund's portfolio to the issuers of securities in which assets of extent permissible under applicable law, subject to the Fund allocated following. Unless otherwise approved by the Adviser to Board and the Manager, 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 shall have no authority to select the brokers or dealers that will execute or otherwise place orders for the execution of the purchases and sales of portfolio securities for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution investments on behalf of the Fund’s orders. To the extent the Board and the Manager grant the Sub-Adviser such authority in the future, taking into account all appropriate factors, including price, dealer spread the Sub-Adviser shall select brokers or commission, size dealers and difficulty place orders to execute transactions involving assets of the transaction Fund in accordance with applicable law (including rules under the 1940 Act) and research any policixx, xxxxedures and restrictions adopted by the Board for the applicable Fund regarding the execution of such Fund's portfolio transactions. The Sub-Adviser shall have no obligation or right to make decisions or take other servicesaction with respect to proxies, if anytender offers or other corporate actions regarding investments the Sub-Adviser has recommended, that may be provided. It is it being understood that the Manager shall have such right and responsibility unless reserved by the Fund. Notwithstanding the foregoing, the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to advise the Manager and/or the Fund, upon request, with respect to proxies, tender offers and other corporate actions regarding securities or be other assets in breach of any obligation owing the Segment in sufficient time to permit the Fund under this Agreement, Manager or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for 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 take appropriate action with respect to its accountssuch portfolio investments. For purposes of complying with Rule 10f-3, including Rule 12d3-1, Rule 17a-10 and Rule 17e-1 under the Fund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the Fund would be benefited by supplemental services1940 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 authorized to pay spreads advised by the Manager (the "First Trust Fund Complex") or commissions to brokers an affiliated person of a sub-adviser (including any sub-adviser that is a principal underwriter or dealers furnishing an affiliated person of such services in excess of spreads or commissions that another broker or dealer may charge for the same transaction provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Fund such information relating to principal underwriter), concerning transactions for a Fund or any fund in the First Trust Fund as they may reasonably requestComplex in securities or other fund assets. In no instance will addition, with respect to a fund in the First Trust Fund Complex with multiple sub-advisers (including a Fund’s portfolio securities be purchased from or sold to the Adviser), the Sub-Adviser shall be limited to providing investment advice with respect to only the discrete portion of a 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 a fund's portfolio concerning transactions for a fund in securities or other assets. For purposes of complying with the Fundrules of the Commodity Futures Trading Commission ("CFTC"), the Adviser or Funds, the Manager and the Sub-AdviserAdviser acknowledge and agree that, except as may be permitted under of the 1940 Act. The date hereof, (i) the Manager has claimed an exclusion from registration as a commodity pool operator in connection with its operation of the Funds, pursuant to CFTC Rule 4.5(a)(1); and (ii) the Sub-Adviser has claimed an exemption from registration as a commodity trading advisor in connection with its provision of commodity interest trading advice to the Funds, pursuant to CFTC Rule 4.14(a)(8). The Funds and the Manager further agrees that itagree to:

Services to be Performed. Subject always to the supervision of the Fund’s Trust's Board of Trustees (the "Board of Trustees" or the "Board") and the AdviserManager, 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 assets for the Fund’s 's investment portfolio, all on behalf of the Fund and consistent with the investment objectives, policies and restrictions of as described in the Fund, as such objectives, policies and restrictions may subsequently be changed by the Fund’s Board of Trustees and publicly described 's most current effective registration statement on Form N-1A and as the Sub-Adviser is notified of such changessame may thereafter be amended from time to time. In the performance of its duties, the Sub-Adviser will (a) satisfy its any applicable fiduciary duties it may have to the Fund, will (b) monitor the Fund’s 's investments in securities selected for the Fund by the Sub-Adviser hereunderor other instruments, and will (c) comply with the provisions of the Fund’s Trust's Declaration of Trust and By-laws, as amended from time to time, time and communicated by the investment objectives, policies and restrictions of Fund or the Fund, to the extent the Sub-Adviser has received such Declaration of Trust and By-laws and has been notified of such objectives, policies and restrictions. The Adviser will provide the Sub-Adviser with current copies of the Fund’s Declaration of Trust and By-laws and any amendments thereto, and any written objectives, policies, procedures or limitations as they may be relevant Manager to the Sub-Adviser’s performance , (d) comply with (i) the investment objective, policies and restrictions stated in the Fund's most recently effective prospectus and statement of additional information, (ii) such other investment objectives, policies, restrictions or instructions as the Manager or the Trust's Board of Trustees may communicate to the Sub-Adviser in writing, and (iii) any changes to the objectives, policies, restrictions or instructions required under this Agreementthe foregoing (i) and (ii) as communicated to the Sub-Adviser in writing and (e) assist in the valuation of portfolio assets held by the Fund as reasonably requested by the Manager or the Fund. The Sub-Adviser and the Adviser Manager will each make its officers and employees available to the other from time to time at reasonable times to review the investment objective, policies and restrictions of the Fund and to consult with each other regarding the investment affairs of the Fund. The Fund or the Manager will provide the Sub-Adviser will report with current copies of the Trust's Declaration of Trust, the Trust's By-laws and any amendments thereto. The Manager shall provide (or cause another to provide) timely information to the Sub-Adviser regarding such matters and all other information as may be reasonably necessary for the Sub-Adviser to perform its responsibilities hereunder. Unless otherwise provided by the Manager, the Sub-Adviser is responsible for voting in respect of securities and other assets held in the Fund’s Board 's portfolio and will exercise or not exercise a right to vote in accordance with the Sub-Adviser's proxy voting policy, a copy of Trustees and which has been provided to the Adviser with respect to the implementation of such programManager. The Sub-Adviser will vote proxies solicited by or with respect to shall promptly notify the issuers of securities in which assets of Manager and the Fund allocated of any material change in the voting policy. Unless otherwise provided by the Adviser to Manager, the Sub-Adviser are invested, consistent with the Sub-Adviser’s proxy voting guidelines, as in effect from time is permitted to time, and the best interests of the Fund. The Sub-Adviser will maintain appropriate records detailing its voting of proxies represent any holdings on behalf of the Fund at any ordinary or special meeting of shareholders and upon reasonable request will provide a report setting forth has the proposals voted on and how the Fund’s shares were voted including the name of the corresponding issuersright to exercise any voting rights or any other similar or connected rights. The Sub-Adviser Advisor is authorized to select the brokers brokers, dealers, futures commission merchants, banks and other agents or dealers counterparties that will execute the purchases and sales of portfolio securities investments for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes but is not limited to most favorable net results and execution of the Fund’s 's orders, taking into account all appropriate factors, including among other things, price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Notwithstanding the foregoing, the Sub-Advisor may leverage the expertise of the Manager to trade the Fund as circumstances may warrant. The Manager shall be responsible for the subscription and other servicesredemption process and will consult the Sub-Adviser for any redemption request that is for cash, and the Sub-Advisor is responsible for maintaining any and all exceptions relating to the creation and redemption basket and communicating same to the Manager. Subject to approval by the 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, if anyapplicable, that Rule 17e-1 under the 1940 Act), the Sub-Adviser may be providedselect brokers or dealers affiliated with the Sub-Adviser. It is understood that Subject to any applicable policies and procedures and to the extent authorized by Section 28(e) of the Securities Exchange Act of 1934, the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Fund, or be in breach of any obligation owing to the Trust or the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for 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 value of 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 Fund, as to which it exercises investment discretion. In addition, the Sub-Adviser may, but is not obligated to, to the extent permitted by applicable law, aggregate purchase and sale orders of securities or other instruments 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 Sub-Adviser's reasonable judgment such aggregation shall result in an overall economic benefit to the Fund and its other accounts, taking into consideration, among other things, 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 the Sub-AdviserAdviser and any of its affiliates involved in such transaction shall be to allocate the assets 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, among other things, the price or size of the assets 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, or the inability of one or more accounts to be, fully invested that would be benefited by supplemental servicesnot occur if such an allocation were not made. The Manager agrees that the Sub-Adviser and its affiliates may give advice and take action in the performance of their duties with respect to any of their other clients that may differ from advice given, or the timing or nature of actions taken, with respect to the Fund. Moreover, it is possible that due to differing investment objectives or for other reasons, the Sub-Adviser is authorized to pay spreads and its affiliates may purchase securities or commissions to brokers or dealers furnishing such services in excess other instruments of spreads or commissions that another broker or dealer may charge an issuer for one client and at approximately the same transaction provided that time recommend selling or sell the Sub-Adviser determined in good faith that the commission same or spread paid was reasonable in relation to the services providedsimilar types of securities, assets or instruments for another client. The Sub-Adviser will properly not arrange purchases or sales of securities or other assets 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, if applicable, Rule 17a-7 under the 1940 Act) and the Fund'x xxxxxxes and procedures, (b) the Sub-Adviser determines the purchase or sale is in the best interests of the Fund, and (c) the Board of Trustees has approved these types of transactions. 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 herein. In such event, the Manager will provide reasonable advance written notice to the Sub-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 a fund's portfolio as may be determined from time to time by the Board of Trustees or the Manager, and shall not consult with a 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 a fund's portfolio concerning transactions for a fund in securities or other assets. Notwithstanding the foregoing, the provisions of this paragraph do not apply to consultations between the Sub-Adviser and any sub-adviser retained by the Sub-Adviser pursuant to Section 4 hereof. The Sub-Adviser will communicate to the officers and trustees Trustees of the Fund Trust such information relating to transactions for the Fund as they may reasonably request. In no instance will the Fund’s 's portfolio securities assets be purchased from or sold to the AdviserManager, the Sub-Adviser or any affiliated person of either the FundTrust, the Adviser Manager or the Sub-Adviser, except as may be permitted under the 1940 ActAct and under no circumstances will the Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. Subject to Sub-Advisor's obligations outlined in this Agreement, nothing in this Agreement shall be deemed to confer upon the Sub-Adviser any obligation to purchase or sell or to recommend for purchase or sale for the Fund any investment that the Sub-Adviser, its affiliates, officers or employees may purchase or sell for its or their own account or for the account of any client, if in the sole discretion of the Sub-Adviser it is for any reason impractical or undesirable to take such action or make such recommendation for the Fund. The Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of the Fund’s 's Board of Trustees and the AdviserManager, 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 Fund’s 's investment portfolio, all on behalf of the Fund and consistent as described in the Fund's initial registration statement on Form N-2 (File No. 333-143792) as declared effective by the SEC, and as the same may thereafter be amended from time to time. In the performance of its duties, the Sub-Adviser will in all material respects (a) satisfy any applicable fiduciary duties it may have to the Fund, (b) monitor the Fund's investments, and (c) comply with the provisions of the Fund's Declaration of Trust and By-laws, as amended from time to time and communicated by the Fund or the Manager to the Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of the Fund, Fund as such objectives, policies and restrictions may subsequently be changed by the Fund’s 's Board of Trustees and publicly described and as communicated by the Fund or the Manager to the Sub-Adviser is notified of such changes. In the performance of its duties, the Sub-Adviser will satisfy its fiduciary duties to the Fund, will monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunder, and will comply with the provisions of the Fund’s Declaration of Trust and By-laws, as amended from time to time, and the investment objectives, policies and restrictions of the Fund, to the extent the Sub-Adviser has received such Declaration of Trust and By-laws and has been notified of such objectives, policies and restrictionswriting. The Adviser will provide Fund or the Manager has provided the Sub-Adviser with current copies of the Fund’s 's Declaration of Trust and Trust, By-laws laws, prospectus, statement of additional information and any amendments thereto, and any written objectives, policies, procedures policies or limitations not appearing therein as they may be relevant to the Sub-Adviser’s 's performance under this Agreement. The Sub-Adviser and 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 the Fund and to consult with each other regarding the investment affairs of the Fund. The Sub-Adviser will report to the Fund’s Board of Trustees and to the Adviser with respect to the implementation of 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 investments for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of 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 other servicescompliance 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), if any, that the Sub-Adviser may be providedselect 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 Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for 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 Fund, 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 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 occurs as part of any aggregate sale or purchase orders, the objective of the 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 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 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, the 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 that another broker or dealer may charge an issuer for one client and at approximately the same transaction provided that time recommend selling or sell the Sub-Adviser determined in good faith that the commission same or spread paid was reasonable in relation to the services providedsimilar types of securities for another client. The Sub-Adviser will properly 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, (b) the Sub-Adviser determines the purchase or sale is in 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 Sub-Adviser's authority regarding the execution of the Fund's portfolio transactions provided herein. The Sub-Adviser will communicate to the officers and trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will the Fund’s 's portfolio securities be purchased from or sold to the AdviserManager, the Sub-Adviser or any affiliated person of either the Fund, the Adviser Manager, or the Sub-Adviser, except as may be permitted under the 1940 Act. The Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of the Fund’s 's Board of Trustees and the AdviserManager, 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 Fund’s 's investment portfolio, all on behalf of the Fund and consistent as described in the Fund's initial registration statement on Form N-2 (File No. 333-139549) as declared effective by the SEC, and as the same may thereafter be amended from time to time. In the performance of its duties, the Sub-Adviser will in all material respects (a) satisfy any applicable fiduciary duties it may have to the Fund, (b) monitor the Fund's investments, and (c) comply with the provisions of the Fund's Declaration of Trust and By-laws, as amended from time to time and communicated by the Fund or the Manager to the Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of the Fund, Fund as such objectives, policies and restrictions may subsequently be changed by the Fund’s 's Board of Trustees and publicly described and as communicated by the Sub-Adviser is notified of such changes. In Fund or the performance of its duties, the Sub-Adviser will satisfy its fiduciary duties Manager to the Fund, will monitor the Fund’s investments Sub- Adviser in securities selected for the Fund by the Sub-Adviser hereunder, and will comply with the provisions of the Fund’s Declaration of Trust and By-laws, as amended from time to time, and the investment objectives, policies and restrictions of the Fund, to the extent the Sub-Adviser has received such Declaration of Trust and By-laws and has been notified of such objectives, policies and restrictionswriting. The Adviser will provide Fund or the Sub-Manager has provided the Sub- Adviser with current copies of the Fund’s 's Declaration of Trust and By-laws Trust, By- laws, prospectus, statement of additional information and any amendments thereto, and any written objectives, policies, procedures policies or limitations not appearing therein as they may be relevant to the Sub-Adviser’s 's performance under this Agreement. The Sub-Adviser and 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 the Fund and to consult with each other regarding the investment affairs of the Fund. The Sub-Adviser will report to the Fund’s Board of Trustees and to the Adviser with respect to the implementation of 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 investments for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of 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 other servicescompliance 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), if any, that the Sub-Adviser may be providedselect 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 Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for 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 Fund, 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 accounts managed by Sub-Adviser or its affiliates, if in the judgment of the 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 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 would be benefited by supplemental servicesand 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 is authorized to pay spreads or commissions to brokers or dealers furnishing such services have available funds for investment, investments suitable and appropriate for each will be allocated in excess of spreads or commissions that another broker or dealer may charge for the same transaction provided that the a manner believed by Sub-Adviser determined to be equitable to each, although such allocation may result in good faith 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 of an issuer for one client and at approximately the commission same time recommend selling or spread paid was reasonable in relation to sell the services providedsame or similar types of securities for another client. The Sub-Adviser will properly 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 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 Sub-Adviser's authority regarding the execution of the Fund's portfolio transactions provided herein. The Sub-Adviser will communicate to the officers and trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will the Fund’s portfolio securities be purchased from or sold to the AdviserManager, the Sub-Adviser or any affiliated person of either the Fund, the Adviser Manager, or the Sub-Sub- Adviser, except as may be permitted under the 1940 Act. The Sub-Adviser further agrees that it:: (a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; (b) will conform in all material respects to all applicable rules and regulations of the Securities and Exchange Commission and comply in all material respects with all policies and procedures adopted by the Board of Trustees for the Fund and communicated to the Sub-Adviser in writing and, in addition, will conduct its activities under this Agreement in all material respects in accordance with any applicable law and regulations of any governmental authority pertaining to its investment advisory activities; (c) will report to the Manager and to the Board of Trustees of the Fund on a quarterly basis and will make appropriate persons available for the purpose of reviewing with representatives of the Manager and the Board of Trustees on a regular basis at such times as the Manager or the Board of Trustees may reasonably request in writing regarding the management of the Fund, including, without limitation, review of the general investment strategies of the Fund, the performance of the Fund's investment portfolio in relation to relevant standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by the Manager or the Board of Trustees of the Fund; and (d) will prepare and maintain such books and records with respect to the Fund's securities and other transactions for the Fund's investment portfolio as required for registered investment advisers under applicable law or as otherwise reasonably requested by the Manager and will prepare and furnish the Manager and Fund's Board of Trustees such periodic and special reports as the Board or the Manager may reasonably request. The Sub-Adviser further agrees that all records that it maintains for the Fund are the property of the Fund and the Sub-Adviser will surrender promptly to the Fund any such records upon the request of the Manager or the Fund (provided, however, that the Sub-Adviser shall be permitted to retain copies thereof); and shall be permitted to retain originals (with copies to the Fund) to the extent required under Rule 204-2 of the Investment Advisers Act of 1940 or other applicable law. 3.

Services to be Performed. Subject Commencing on the relevant Start Date, and subject always to the supervision of the Fund’s Board of Trustees and the AdviserSponsor, the Commodity 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 Fund’s investment portfoliofutures contracts, forward contracts, options contracts, swap contracts and other commodity interests (“Commodity Interests”), all on behalf of the Fund and as described in the Fund’s effective registration statement (the “Registration Statement”), consistent with the investment objectives, policies objectives and restrictions of the Fund, as such objectives, policies and restrictions may subsequently be changed by the Fund’s Board of Trustees and publicly Fund described and as the Sub-Adviser is notified of such changestherein. In the performance of its duties, the Commodity Sub-Adviser will satisfy its fiduciary duties to the Fund, will select and monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunder, Commodity Interests and will comply with the provisions of the Fund’s Declaration of Trust and By-lawsAgreement (the “Trust Agreement”) as filed with the Registration Statement, as the Trust Agreement may be amended from time to timetime (to the extent Commodity Sub-Adviser has been notified in writing of such amendments at least 30 days prior to effectiveness), and the Fund’s investment objectives, policies and restrictions of as disclosed in the FundRegistration Statement, as such investment objectives, policies and restrictions may be amended from time to time (to the extent the Commodity Sub-Adviser has received such Declaration of Trust and By-laws and has been notified in writing of such objectives, policies and restrictionsamendments at least 30 days prior to effectiveness). The Adviser Sponsor will provide the Commodity Sub-Adviser with current copies of the Fund’s Declaration of Trust and By-laws organizational documents, prospectus and any amendments thereto, and any written objectivesobjectives (as contained in the investment guidelines, if any), policies, procedures or limitations not appearing therein as they may be relevant to the Commodity Sub-Adviser’s performance under this Agreement, all of which will be binding on Commodity Sub-Adviser upon receipt thereof from Sponsor at least 30 days prior to effectiveness or Start Date. The Commodity Sub-Adviser and the Adviser Sponsor will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. The Commodity Sub-Adviser will report to the Fund’s Board of Trustees and to the Adviser Sponsor with respect to the implementation of 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 Commodity Sub-Adviser’s proxy voting guidelinesservices hereunder. All commissions and expenses arising from the trading of Commodity Interests, as or other transactions in effect from time the course of the administration of the Fund’s account, shall be charged to timethe Fund’s account with its clearing broker(s). If requested by Commodity Sub-Adviser, Sponsor shall deliver to Commodity Sub-Adviser, and renew when necessary, a commodity trading authorization appointing Commodity Sub-Adviser as the best interests Fund’s agent and attorney-in-fact for the purpose of trading Commodity Interests on behalf of the Fund. The All trades for the account of the Fund directed by Commodity Sub-Adviser will maintain appropriate records detailing its voting of proxies shall be made through such clearing broker or brokers as agreed between Sponsor and Commodity Sub-Adviser (each, a “clearing broker”). Notwithstanding the foregoing, Commodity Sub-Adviser may place orders for Commodity Interest transactions for the Fund through executing brokers or floor brokers selected by Commodity Sub-Adviser and may execute on behalf of the Fund and upon reasonable request “give-up” agreements with such executing brokers or floor brokers where necessary; provided that Commodity Sub-Adviser will provide Sponsor and the Fund on a report setting forth the proposals voted on and how the Fund’s shares were voted including the name quarterly basis with a list of the corresponding issuers. The executing brokers or floor brokers Commodity Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fundthen using, and is directed to use its commercially reasonable efforts to obtain best executionSponsor may, which includes most favorable net results and execution within 5 days of the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research and other 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 Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for 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 receiving such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities list after consultation with respect to its accounts, including the Fund, as to which it exercises investment discretion. In addition, if in the judgment of the Commodity Sub-Adviser, object to the use of an executing broker or floor broker because the Sponsor reasonably believes the use of such executing broker or floor broker would be detrimental to the Fund would be benefited by supplemental servicesand its investors, the and Commodity Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing shall cease using such services broker on behalf of the Fund. Any over-the-counter contracts in excess of spreads or commissions that another Commodity Interests transacted for the Fund’s account will be effected through the clearing broker or dealer may charge for the same transaction provided that the its affiliates, as agreed upon between Commodity Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services providedand Sponsor. The Commodity Sub-Adviser from time to time may select other dealers through which any such contracts will properly communicate to be traded, with the officers and trustees prior written consent of the Fund such information relating to transactions for the Fund as they may reasonably requestSponsor. In no instance will the Fund’s portfolio securities be purchased from or sold to the Adviser, the Sub-Adviser or any affiliated person of the Fund, the Adviser or the Sub-Adviser, except as may be permitted under the 1940 Act. The Commodity Sub-Adviser further agrees that it:

Services to be Performed. Subject always to the supervision of the FundTrust’s Board of Trustees and the 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 Fund’s investment 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 described in the Fund’s Board of Trustees and publicly described initial registration statement on Form N-1A (File No. _____________) as declared effective by the SEC, and as the Sub-Adviser is notified of such changessame may thereafter be amended from time to time. 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 Fund, will (b) monitor the Fund’s investments in securities selected for the Fund by the Sub-Adviser hereunderinvestments, and will (c) comply with the provisions of the FundTrust’s Declaration of Trust and By-laws, as amended from time to timetime and communicated by the Fund or the Adviser to the Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of the Fund, to the extent the Sub-Adviser has received such Declaration of Trust and By-laws and has been notified of Fund as such objectives, policies and restrictionsrestrictions 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. The Trust, Fund or Adviser will provide has provided the Sub-Adviser with current copies of the FundTrust’s Declaration of Trust and Trust, By-laws laws, prospectus, statement of additional information and any amendments thereto, and any written objectives, policies, procedures policies or limitations not appearing therein as they may be relevant to the Sub-Adviser’s performance under this Agreement. The Sub-Adviser and 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 the Fund and to consult with each other regarding the investment affairs of the Fund. The Sub-Adviser will report to the Fund’s Board of Trustees and to the Adviser with respect to the implementation of 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 investments for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of 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. Subject to approval by the Trust’s Board of Trustees and other servicescompliance 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), if any, that the Sub-Adviser may be providedselect 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 Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for 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 Fund, 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 accounts managed by Sub-Adviser or its affiliates, if in the judgment of the 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 occurs as part of any aggregate sale or purchase orders, the Fund would be benefited by supplemental services, the objective of Sub-Adviser is authorized and any of its affiliates involved in such transaction shall be to pay spreads allocate the securities so purchased or commissions 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 brokers the price or dealers furnishing such services in excess size of spreads the securities positions obtainable or commissions that another broker salable. Whenever the Fund and one or dealer may charge for the same transaction provided that the more other investment advisory clients of Sub-Adviser determined have available funds for investment, investments suitable and appropriate for each will be allocated in good faith 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 of an issuer for one client and at approximately the commission same time recommend selling or spread paid was reasonable in relation to sell the services providedsame or similar types of securities for another client. The Sub-Adviser will properly 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 the Adviser’s written Proxy Policies and Procedures. 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 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 Sub-Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. The Sub-Adviser will communicate to the officers and trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will the Fund’s portfolio securities be purchased from or sold to the Adviser, the Sub-Adviser or any affiliated person of either the Fund, the Adviser Adviser, or the Sub-Adviser, except as may be permitted under the 1940 Act. The Sub-Adviser further agrees that it: