Common use of Representations of Sub Clause in Contracts

Representations of Sub. ADVISERS Each Sub-Adviser represents, warrants and covenants as follows: A. The Sub-Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform its obligations under this Agreement; (iv) has the power and authority to enter into and perform its obligations under this Agreement; (v) will promptly notify the Adviser if the Sub-Adviser suffers a material adverse change in its business that would materially impair its ability comply with any duties or responsibilities contained within this Agreement; and (vi) will promptly notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Sub-Adviser, and any affiliate providing investment advisory services in connection with this Agreement, has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Adviser and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the Chief Compliance Officer of the Sub-Adviser and of any such affiliate shall certify to the Adviser and the Trust that the Sub-Adviser and any such affiliate have complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Sub-Adviser’s or any such affiliate’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Adviser, the Sub-Adviser shall permit the Adviser’s employees or agents to examine the reports required to be made by the Sub-Adviser or any such affiliate by Rule 17j-1(c)(2) and, subject to confidentiality obligations (and unless prohibited under applicable law), other appropriate records relating to such reports or violations of the Sub-Adviser’s or such affiliate’s code of ethics. C. The Sub-Adviser will promptly notify the Adviser and the Trust, unless prohibited by law, if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) or the Trust; provided, however, that routine regulatory examinations not involving the Portfolio(s) or the Trust shall not be required to be reported by this provision. D. The Sub-Adviser has provided the Adviser and the Trust Board with a copy of its current brochure and brochure supplement(s), which as of the date of this Agreement are Parts 2A and 2B of its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments to the Adviser and the Trust Board at least annually. Such amendments shall reflect all changes in the Sub-Adviser’s organizational structure, professional staff or other significant developments affecting the Sub-Adviser, as required by the Advisers Act. E. The Sub-Adviser will notify the Adviser and the Trust Board of any changes in the key personnel who are either the portfolio manager(s) of the Portfolio(s) or senior management of the Sub-Adviser, in each case prior to or promptly after such change. F. The Sub-Adviser agrees to maintain a commercially reasonable level of errors and omissions or professional liability insurance coverage. G. The Sub-Adviser agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Portfolio(s), the Trust or the Adviser or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Adviser, except as required by rule, regulation or upon the request of a governmental authority. However, the Sub-Adviser may use the performance of the Portfolio(s) in its composite performance. Nothing in this Agreement is intended to prevent, or shall be construed as preventing, the Sub-Adviser or its affiliates from using the names of the Portfolio(s), the Trust or the Adviser in any response to a request for information/proposal, and the Sub-Adviser and its affiliates are expressly authorized to include the names of the Portfolio(s), the Trust and the Adviser on a representative client list. H. The Sub-Adviser is providing commodity interest trading advice to the Adviser with respect to each of the Portfolio(s) in reliance on an exemption from the requirements that it register as a commodity trading advisor (“CTA”) under the CEA. I. The Sub-Adviser agrees to promptly notify the Adviser if any of the above representations, warranties and covenants ceases to be true.

Representations of Sub. ADVISERS Each Sub-Adviser represents, warrants and covenants as follows: A. The Sub-Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform its obligations under this Agreement; (iv) has the power and authority to enter into and perform its obligations under this Agreement; and (v) will promptly notify the Adviser if the Sub-Adviser suffers a material adverse change in its business that would materially impair its ability comply with any duties or responsibilities contained within this Agreement; and (vi) will promptly notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Sub-Adviser, and any affiliate providing investment advisory services in connection with this Agreement, has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Adviser and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the Chief Compliance Officer of the Sub-Adviser and of any such affiliate shall certify to the Adviser and the Trust that the Sub-Adviser and any such affiliate have complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Sub-Adviser’s or any such affiliate’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Adviser, the Sub-Adviser shall permit the Adviser’s employees or agents to examine the reports required to be made by to the Sub-Adviser or any such affiliate by Rule 17j-1(c)(217j-1(c)(1) and, subject to confidentiality obligations (and unless prohibited under applicable law), other appropriate records relating to such reports or violations of the Sub-Adviser’s or such affiliate’s code of ethics. C. The Sub-Adviser will promptly notify the Adviser and the Trust, unless prohibited by law, Trust if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) or the Trust; provided, however, that routine regulatory examinations not involving the Portfolio(s) or the Trust shall not be required to be reported by this provision. D. The Sub-Adviser has provided the Adviser and the Trust Board with a copy of its current brochure and brochure supplement(s), which as of the date of this Agreement are Parts 2A and 2B of its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments to the Adviser and the Trust Board at least annually. Such amendments shall reflect all changes in the Sub-Adviser’s organizational structure, professional staff or other significant developments affecting the Sub-Adviser, as required by the Advisers Act. E. The Sub-Adviser will notify the Adviser and the Trust Board of any changes in the key personnel who are either the portfolio manager(s) of the Portfolio(s) or senior management of the Sub-Adviser, in each case prior to or promptly after such change. F. The Sub-Adviser agrees to maintain a commercially reasonable level of errors and omissions or professional liability insurance coverage. G. The Sub-Adviser agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Portfolio(s), the Trust or the Adviser or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Adviser, except as required by rule, regulation or upon the request of a governmental authority. However, the Sub-Adviser may use the performance of the Portfolio(s) in its composite performance. Nothing in this Agreement is intended to prevent, or shall be construed as preventing, the Sub-Adviser or its affiliates from using the names of the Portfolio(s), the Trust or the Adviser in any response to a request for information/proposal, and the Sub-Adviser and its affiliates are expressly authorized to include the names of the Portfolio(s), the Trust and the Adviser on a representative client list. H. The Sub-Adviser is not providing commodity interest trading advice to the Adviser with respect to each of the Portfolio(s) in reliance on an exemption from the requirements that it register as a commodity trading advisor (“CTA”) under the CEA). I. The Sub-Adviser agrees to promptly notify the Adviser if any of the above representations, warranties and covenants ceases to be true.

Representations of Sub. ADVISERS Each ADVISER Sub-Adviser represents, warrants is registered with the Securities and covenants as follows: A. The Exchange Commission under the Advisers Act. Sub-Adviser (i) is will use all commercially reasonable efforts to remain so registered throughout the term of this Agreement and will notify Adviser immediately if Sub-Adviser ceases to be so registered as an investment adviser adviser. Sub-Adviser: (a) is duly organized and validly existing under the Advisers Act laws of the state of its organization with the power to own and will continue possess its assets and carry on its business as it is now being conducted, (b) has the authority to be so registered for so long as enter into and perform the services contemplated by this Agreement remains in effect; Agreement, (iic) is not prohibited by the Investment Company Act, 1940 Act or the Advisers Act or other law, regulation or order from performing its obligations under the services contemplated by this Agreement; , (iiid) has met, and will continue to seek to continue to meet for so long as the duration of this Agreement remains in effectAgreement, any other applicable federal or state requirements, or and the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform its obligations services under this Agreement; , (iv) has the power and authority to enter into and perform its obligations under this Agreement; (ve) will promptly notify the Adviser if the Sub-Adviser suffers a material adverse change in its business that would materially impair its ability comply with any duties or responsibilities contained within this Agreement; and (vi) will promptly notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser it from serving as an investment adviser of to an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Sub-Adviser1940 Act, and (f) will notify Adviser of any affiliate providing investment advisory services change in connection with this Agreement, has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Adviser and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the Chief Compliance Officer shareholders of the Sub-Adviser and of any within a reasonable time after such affiliate shall certify to the Adviser and the Trust that the change. In addition, Sub-Adviser and any such affiliate have complied represents that it has provided Adviser with the requirements copies of Rule 17j-1 during the previous year and that there has been no material violation each of the following documents: (i) Sub-Adviser’s or any such affiliate’s code 's Form ADV as filed with the Securities Exchange Commission; and (ii) separate lists of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Adviser, the persons who Sub-Adviser shall permit wishes to have authorized to give written and/or oral instructions to Custodians of Fund assets for the Adviser’s employees or agents to examine the reports required to be made by the Sub-Adviser or any such affiliate by Rule 17j-1(c)(2) and, subject to confidentiality obligations (and unless prohibited under applicable law), other appropriate records relating to such reports or violations of the Sub-Adviser’s or such affiliate’s code of ethics. C. The Fund Portfolios. Sub-Adviser will promptly notify furnish Adviser from time to time with copies, properly certified or otherwise authenticated, of all material amendments of or supplements to the Adviser and the Trust, unless prohibited by lawforegoing, if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) or the Trust; provided, however, that routine regulatory examinations not involving the Portfolio(s) or the Trust shall not be required to be reported by this provision. D. The Sub-Adviser has provided the Adviser and the Trust Board with a copy of its current brochure and brochure supplement(s), which as of the date of this Agreement are Parts 2A and 2B of its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments to the Adviser and the Trust Board at least annuallyany. Such amendments shall reflect all changes in or supplements will be provided within 30 days of the time such materials became available to Sub-Adviser’s organizational structure, professional staff or other significant developments affecting the Sub-Adviser, as required by the Advisers Act. E. The Sub-Adviser will notify the Adviser and the Trust Board of any changes in the key personnel who are either the portfolio manager(s) of the Portfolio(s) or senior management of the Sub-Adviser, in each case prior to or promptly after such change. F. The Sub-Adviser agrees to maintain a commercially reasonable level of errors and omissions or professional liability insurance coverage. G. The Sub-Adviser agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Portfolio(s), the Trust or the Adviser or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Adviser, except as required by rule, regulation or upon the request of a governmental authority. However, the Sub-Adviser may use the performance of the Portfolio(s) in its composite performance. Nothing in this Agreement is intended to prevent, or shall be construed as preventing, the Sub-Adviser or its affiliates from using the names of the Portfolio(s), the Trust or the Adviser in any response to a request for information/proposal, and the Sub-Adviser and its affiliates are expressly authorized to include the names of the Portfolio(s), the Trust and the Adviser on a representative client list. H. The Sub-Adviser is providing commodity interest trading advice to the Adviser with respect to each of the Portfolio(s) in reliance on an exemption from the requirements that it register as a commodity trading advisor (“CTA”) under the CEA. I. The Sub-Adviser agrees to promptly notify the Adviser if any of the above representations, warranties and covenants ceases to be true.

Representations of Sub. ADVISERS Each Adviser Sub-Adviser represents, warrants and covenants as follows: A. The is registered with the SEC under the Advisers Act. Sub-Adviser (i) is will use all commercially reasonable efforts to remain so registered throughout the term of this Agreement and will notify Adviser immediately if Sub-Adviser ceases to be so registered as an investment adviser adviser. Sub-Adviser: (a) is duly organized and validly existing under the Advisers Act laws of the state of its organization with the power to own and will continue possess its assets and carry on its business as it is now being conducted, (b) has the authority to be so registered for so long as enter into and perform the services contemplated by this Agreement remains in effect; Agreement, (iic) is not prohibited by the Investment Company Act, 1940 Act or the Advisers Act or other law, regulation or order from performing its obligations under the services contemplated by this Agreement; , (iiid) has met, and will continue to seek to continue to meet for so long as the duration of this Agreement remains in effectAgreement, any other applicable federal or state requirements, or and the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform its obligations services under this Agreement; , (iv) has the power and authority to enter into and perform its obligations under this Agreement; (ve) will promptly notify the Adviser if the Sub-Adviser suffers a material adverse change in its business that would materially impair its ability comply with any duties or responsibilities contained within this Agreement; and (vi) will promptly notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser it from serving as an investment adviser of to an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Sub-Adviser1940 Act, and (f) will notify Adviser of any affiliate providing investment advisory services change in connection with this Agreement, has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Adviser and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the Chief Compliance Officer control of the Sub-Adviser and of any within a reasonable time after such affiliate shall certify to the Adviser and the Trust that the change. In addition, Sub-Adviser and any such affiliate have complied represents that it has provided Adviser with the requirements copies of Rule 17j-1 during the previous year and that there has been no material violation each of the following documents: (i) Sub-Adviser’s or any such affiliate’s code 's Form ADV as filed with the SEC; and (ii) separate lists of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Adviser, the persons who Sub-Adviser shall permit wishes to have authorized to give written and/or oral instructions to Custodians of Fund assets for the Adviser’s employees or agents to examine the reports required to be made by the Sub-Adviser or any such affiliate by Rule 17j-1(c)(2) and, subject to confidentiality obligations (and unless prohibited under applicable law), other appropriate records relating to such reports or violations of the Sub-Adviser’s or such affiliate’s code of ethics. C. The Fund Portfolios. Sub-Adviser will promptly notify furnish Adviser from time to time with copies, properly certified or otherwise authenticated, of all material amendments of or supplements to the Adviser and the Trust, unless prohibited by lawforegoing, if it is served any. Such amendments or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs supplements will be provided within 30 days of the Portfolio(s) or time such materials became available to Sub-Adviser. Adviser represents the Trust; provided, however, that routine regulatory examinations not involving following: It is registered with the Portfolio(s) or SEC under the Trust shall not be required Advisers Act. Adviser will use all commercially reasonable efforts to be reported by remain so registered throughout the term of this provision. D. The Agreement and will notify Sub-Adviser immediately if Adviser ceases to be so registered as an investment adviser. Adviser: (a) is duly organized and validly existing under the laws of the state of its organization with the power to own and possess its assets and carry on its business as it is now being conducted, (b) has provided the Adviser authority to enter into and perform the services contemplated by this Agreement and the Trust Board with a copy of its current brochure Advisory Agreement, (c) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement and brochure supplement(s)the Advisory Agreement, which as of (d) has met, and will continue to seek to meet for the date duration of this Agreement are Parts 2A and 2B of its Form ADV as most recently filed with the SECAgreement, any other applicable federal or state requirements, and promptly will furnish a copy the applicable requirements of all amendments any regulatory or industry self-regulatory agency, necessary to the Adviser be met in order to perform its services under this Agreement and the Trust Board at least annually. Such amendments shall reflect all changes in the Sub-Adviser’s organizational structureAdvisory Agreement, professional staff or other significant developments affecting the Sub-Adviser, as required by the Advisers Act. E. The (e) will promptly notify Sub-Adviser will notify of the Adviser and the Trust Board occurrence of any changes in the key personnel who are either the portfolio manager(sevent that would disqualify it from serving as an investment adviser to an investment company pursuant to Section 9(a) of the Portfolio(s1940 Act, and (f) or senior management Adviser will notify Sub-Adviser of any change in control of the Sub-Adviser, in each case Adviser within a reasonable time prior to or promptly after such change. F. The Sub-Adviser agrees to maintain a commercially reasonable level of errors and omissions or professional liability insurance coverage. G. The Sub-Adviser agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Portfolio(s), the Trust or the Adviser or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Adviser, except as required by rule, regulation or upon the request of a governmental authority. However, the Sub-Adviser may use the performance of the Portfolio(s) in its composite performance. Nothing in this Agreement is intended to prevent, or shall be construed as preventing, the Sub-Adviser or its affiliates from using the names of the Portfolio(s), the Trust or the Adviser in any response to a request for information/proposal, and the Sub-Adviser and its affiliates are expressly authorized to include the names of the Portfolio(s), the Trust and the Adviser on a representative client list. H. The Sub-Adviser is providing commodity interest trading advice to the Adviser with respect to each of the Portfolio(s) in reliance on an exemption from the requirements that it register as a commodity trading advisor (“CTA”) under the CEA. I. The Sub-Adviser agrees to promptly notify the Adviser if any of the above representations, warranties and covenants ceases to be true.

Representations of Sub. ADVISERS Each adviser. Sub-Adviser adviser represents, warrants warrants, and covenants agrees as follows: A. The Sub-Adviser adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, 1940 Act or the Advisers Act or other law, regulation or order from performing its obligations under the services contemplated by this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform its obligations under the services contemplated by this Agreement; (iv) has the power and authority to enter into and perform its obligations under this Agreement; (v) will promptly notify the Adviser if the Sub-Adviser suffers a material adverse change in its business that would materially impair its ability comply with any duties or responsibilities contained within services contemplated by this Agreement; and (viv) will promptly immediately notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company 1940 Act or otherwise. B. The Sub-Adviser, and any affiliate providing investment advisory services in connection with this Agreement, adviser has adopted a written code of ethics (the "Sub-adviser Code") complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide 1940 Act, as may be amended from time to time, and, has provided the Adviser and the Trust Board Fund with a copy of such code of ethicsthe Sub-adviser Code, together with evidence of its adoption. Within fortyThe Sub-five days of the end of the last calendar quarter of each year adviser certifies that this Agreement is it has adopted procedures reasonably necessary to prevent access persons" as defined in effect, and as otherwise requested, the Chief Compliance Officer of Rule 17j-1 ("Access Persons") from violating the Sub-Adviser and of any such affiliate shall adviser Code. On a [quarterly] basis, Sub-adviser will either; (i) certify to the Adviser and the Trust that the Sub-Adviser adviser and any such affiliate its Access Persons have complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Sub-Adviser’s adviser Code with respect to the Portfolio, or (ii) identify any such affiliate’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Adviser, the Sub-Adviser shall permit the Adviser’s employees or agents to examine the reports required to be made by the Sub-Adviser or any such affiliate by Rule 17j-1(c)(2) and, subject to confidentiality obligations (and unless prohibited under applicable law), other appropriate records relating to such reports or violations of the Sub-Adviser’s or such affiliate’s code adviser Code which have occurred with respect to the Portfolio. In addition, Sub-adviser will furnish at least annually to Adviser and the Board a written report that (a) describes any issues arising under the Sub-adviser Code since the last report to the Board, including, but not limited to, information about material violations of ethicsthe Sub-adviser Code with respect to the Portfolio and sanctions imposed in response to the material violations and (b) certifies that the Sub-adviser has adopted procedures reasonably necessary to prevent Access Persons from violating the Sub-adviser Code. C. The Sub-Adviser will promptly notify the adviser has provided Adviser and the Trust, unless prohibited by law, if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) or the Trust; provided, however, that routine regulatory examinations not involving the Portfolio(s) or the Trust shall not be required to be reported by this provision. D. The Sub-Adviser has provided the Adviser and the Trust Board Fund with a copy of its current brochure and brochure supplement(s), which as of the date of this Agreement are Parts 2A and 2B of its Form ADV as most recently filed with the SEC and, if not so filed, the its most recent Part 2 of Form ADV, and will, promptly after filing any amendment to its Form ADV with the SEC, and promptly will and, if not so filed, any amendment to Part 2 of its Form ADV, furnish a copy of all amendments such amendment to the Adviser and the Trust Board at least annually. Such amendments shall reflect all changes in the Sub-Adviser’s organizational structure, professional staff or other significant developments affecting the Sub-Adviser, as required by the Advisers Act. E. The Sub-Adviser will notify the Adviser and the Trust Board of any changes in the key personnel who are either the portfolio manager(s) of the Portfolio(s) or senior management of the Sub-Adviser, in each case prior to or promptly after such change. F. The Sub-Adviser agrees to maintain a commercially reasonable level of errors and omissions or professional liability insurance coverage. G. The Sub-Adviser agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Portfolio(s), the Trust or the Adviser or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Adviser, except as required by rule, regulation or upon the request of a governmental authority. However, the Sub-Adviser may use the performance of the Portfolio(s) in its composite performance. Nothing in this Agreement is intended to prevent, or shall be construed as preventing, the Sub-Adviser or its affiliates from using the names of the Portfolio(s), the Trust or the Adviser in any response to a request for information/proposal, and the Sub-Adviser and its affiliates are expressly authorized to include the names of the Portfolio(s), the Trust and the Adviser on a representative client list. H. The Sub-Adviser is providing commodity interest trading advice to the Adviser with respect to each of the Portfolio(s) in reliance on an exemption from the requirements that it register as a commodity trading advisor (“CTA”) under the CEA. I. The Sub-Adviser agrees to promptly notify the Adviser if any of the above representations, warranties and covenants ceases to be true.

Representations of Sub. ADVISERS Each adviser. Sub-Adviser adviser represents, warrants warrants, and covenants agrees as follows: A. The Sub-Adviser adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, 1940 Act or the Advisers Act or other law, regulation or order from performing its obligations under the services contemplated by this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform its obligations under the services contemplated by this Agreement; (iv) has the power and authority to enter into and perform its obligations under this Agreement; (v) will promptly notify the Adviser if the Sub-Adviser suffers a material adverse change in its business that would materially impair its ability comply with any duties or responsibilities contained within services contemplated by this Agreement; and (viv) will promptly immediately notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company 1940 Act or otherwise. B. The Sub-Adviser, and any affiliate providing investment advisory services in connection with this Agreement, adviser has adopted a written code of ethics (the "Sub-adviser Code") complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide 1940 Act, as may be amended from time to time, and, has provided the Adviser and the Trust Board Fund with a copy of such code of ethicsthe Sub-adviser Code, together with evidence of its adoption. Within fortyThe Sub-five days of the end of the last calendar quarter of each year adviser certifies that this Agreement is it has adopted procedures reasonably necessary to prevent access persons" as defined in effect, and as otherwise requested, the Chief Compliance Officer of Rule 17j-1 ("Access Persons") from violating the Sub-Adviser and of any such affiliate shall adviser Code. On a quarterly basis, Sub-adviser will either: (i) certify to the Adviser and the Trust that the Sub-Adviser adviser and any such affiliate its Access Persons have complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Sub-Adviser’s adviser Code with respect to the Portfolio, or (ii) identify any such affiliate’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Adviser, the Sub-Adviser shall permit the Adviser’s employees or agents to examine the reports required to be made by the Sub-Adviser or any such affiliate by Rule 17j-1(c)(2) and, subject to confidentiality obligations (and unless prohibited under applicable law), other appropriate records relating to such reports or violations of the Sub-Adviser’s or such affiliate’s code adviser Code which have occurred with respect to the Portfolio. In addition, Sub-adviser will furnish at least annually to Adviser and the Board a written report that (a) describes any issues arising under the Sub-adviser Code since the last report to the Board, including, but not limited to, information about material violations of ethicsthe Sub-adviser Code with respect to the Portfolio and sanctions imposed in response to the material violations and (b) certifies that the Sub-adviser has adopted procedures reasonably necessary to prevent Access Persons from violating the Sub-adviser Code. C. The Sub-Adviser will promptly notify the adviser has provided Adviser and the Trust, unless prohibited by law, if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) or the Trust; provided, however, that routine regulatory examinations not involving the Portfolio(s) or the Trust shall not be required to be reported by this provision. D. The Sub-Adviser has provided the Adviser and the Trust Board Fund with a copy of its current brochure and brochure supplement(s), which as of the date of this Agreement are Parts 2A and 2B of its Form ADV as most recently filed with the SEC and, if not so filed, its most recent Part 2 of Form ADV, and will, promptly after filing any amendment to its Form ADV with the SEC, and promptly will and, if not so filed, any amendment to Part 2 of its Form ADV, furnish a copy of all amendments such amendment to the Adviser and the Trust Board at least annually. Such amendments shall reflect all changes in the Sub-Adviser’s organizational structure, professional staff or other significant developments affecting the Sub-Adviser, as required by the Advisers Act. E. The Sub-Adviser will notify the Adviser and the Trust Board of any changes in the key personnel who are either the portfolio manager(s) of the Portfolio(s) or senior management of the Sub-Adviser, in each case prior to or promptly after such change. F. The Sub-Adviser agrees to maintain a commercially reasonable level of errors and omissions or professional liability insurance coverage. G. The Sub-Adviser agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Portfolio(s), the Trust or the Adviser or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Adviser, except as required by rule, regulation or upon the request of a governmental authority. However, the Sub-Adviser may use the performance of the Portfolio(s) in its composite performance. Nothing in this Agreement is intended to prevent, or shall be construed as preventing, the Sub-Adviser or its affiliates from using the names of the Portfolio(s), the Trust or the Adviser in any response to a request for information/proposal, and the Sub-Adviser and its affiliates are expressly authorized to include the names of the Portfolio(s), the Trust and the Adviser on a representative client list. H. The Sub-Adviser is providing commodity interest trading advice to the Adviser with respect to each of the Portfolio(s) in reliance on an exemption from the requirements that it register as a commodity trading advisor (“CTA”) under the CEA. I. The Sub-Adviser agrees to promptly notify the Adviser if any of the above representations, warranties and covenants ceases to be true.

Representations of Sub. ADVISERS Each ADVISER Sub-Adviser represents, warrants is registered with the Securities and covenants as follows: A. The Exchange Commission under the Advisers Act. Sub-Adviser (i) is will use all commercially reasonable efforts to remain so registered throughout the term of this Agreement and will notify Adviser immediately if Sub-Adviser ceases to be so registered as an investment adviser adviser. Sub-Adviser: (a) is duly organized and validly existing under the Advisers Act laws of the state of its organization with the power to own and will continue possess its assets and carry on its business as it is now being conducted, (b) has the authority to be so registered for so long as enter into and perform the services contemplated by this Agreement remains in effect; Agreement, (iic) is not prohibited by the Investment Company Act, 1940 Act or the Advisers Act or other law, regulation or order from performing its obligations under the services contemplated by this Agreement; , (iiid) has met, and will continue to seek to continue to meet for so long as the duration of this Agreement remains in effectAgreement, any other applicable federal or state requirements, or and the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform its obligations services under this Agreement; , (iv) has the power and authority to enter into and perform its obligations under this Agreement; (ve) will promptly notify the Adviser if the Sub-Adviser suffers a material adverse change in its business that would materially impair its ability comply with any duties or responsibilities contained within this Agreement; and (vi) will promptly notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser it from serving as an investment adviser of to an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Sub-Adviser1940 Act, and (f) will notify Adviser of any affiliate providing investment advisory services change in connection with this Agreement, has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Adviser and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the Chief Compliance Officer controlling shareholder of the Sub-Adviser and of any within a reasonable time after such affiliate shall certify to the Adviser and the Trust that the change. In addition, Sub-Adviser and any such affiliate have complied represents that it has provided Adviser with the requirements copies of Rule 17j-1 during the previous year and that there has been no material violation each of the following documents: (i) Sub-Adviser’s or any such affiliate’s code 's Form ADV as filed with the Securities Exchange Commission; and (ii) separate lists of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Adviser, the persons who Sub-Adviser shall permit wishes to have authorized to give written and/or oral instructions to Custodians of Fund assets for the Adviser’s employees or agents to examine the reports required to be made by the Sub-Adviser or any such affiliate by Rule 17j-1(c)(2) and, subject to confidentiality obligations (and unless prohibited under applicable law), other appropriate records relating to such reports or violations of the Sub-Adviser’s or such affiliate’s code of ethics. C. The Fund Portfolios. Sub-Adviser will promptly notify furnish Adviser from time to time with copies, properly certified or otherwise authenticated, of all material amendments of or supplements to the Adviser and the Trust, unless prohibited by lawforegoing, if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) or the Trust; provided, however, that routine regulatory examinations not involving the Portfolio(s) or the Trust shall not be required to be reported by this provision. D. The Sub-Adviser has provided the Adviser and the Trust Board with a copy of its current brochure and brochure supplement(s), which as of the date of this Agreement are Parts 2A and 2B of its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments to the Adviser and the Trust Board at least annuallyany. Such amendments shall reflect all changes in or supplements will be provided within 30 days of the time such materials became available to Sub-Adviser’s organizational structure, professional staff or other significant developments affecting the Sub-Adviser, as required by the Advisers Act. E. The Sub-Adviser will notify the Adviser and the Trust Board of any changes in the key personnel who are either the portfolio manager(s) of the Portfolio(s) or senior management of the Sub-Adviser, in each case prior to or promptly after such change. F. The Sub-Adviser agrees to maintain a commercially reasonable level of errors and omissions or professional liability insurance coverage. G. The Sub-Adviser agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Portfolio(s), the Trust or the Adviser or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Adviser, except as required by rule, regulation or upon the request of a governmental authority. However, the Sub-Adviser may use the performance of the Portfolio(s) in its composite performance. Nothing in this Agreement is intended to prevent, or shall be construed as preventing, the Sub-Adviser or its affiliates from using the names of the Portfolio(s), the Trust or the Adviser in any response to a request for information/proposal, and the Sub-Adviser and its affiliates are expressly authorized to include the names of the Portfolio(s), the Trust and the Adviser on a representative client list. H. The Sub-Adviser is providing commodity interest trading advice to the Adviser with respect to each of the Portfolio(s) in reliance on an exemption from the requirements that it register as a commodity trading advisor (“CTA”) under the CEA. I. The Sub-Adviser agrees to promptly notify the Adviser if any of the above representations, warranties and covenants ceases to be true.

Representations of Sub. ADVISERS Each adviser. Sub-Adviser adviser represents, warrants warrants, and covenants agrees as follows: A. The Sub-Adviser adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, 1940 Act or the Advisers Act or other law, regulation or order from performing its obligations under the services contemplated by this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform its obligations under the services contemplated by this Agreement; (iv) has the power and authority to enter into and perform its obligations under this Agreement; (v) will promptly notify the Adviser if the Sub-Adviser suffers a material adverse change in its business that would materially impair its ability comply with any duties or responsibilities contained within services contemplated by this Agreement; and (viv) will promptly immediately notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company 1940 Act or otherwise. B. The Sub-Adviser, and any affiliate providing investment advisory services in connection with this Agreement, adviser has adopted a written code of ethics (the "Sub-adviser Code") complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide 1940 Act, as may be amended from time to time, and, has provided the Adviser and the Trust Board Fund with a copy of such code of ethicsthe Sub-adviser Code, together with evidence of its adoption. Within fortyThe Sub-five days of the end of the last calendar quarter of each year adviser certifies that this Agreement is it has adopted procedures reasonably necessary to prevent access persons" as defined in effect, and as otherwise requested, the Chief Compliance Officer of Rule 17j-1 ("Access Persons") from violating the Sub-Adviser and of any such affiliate shall adviser Code. On a periodic basis, Sub-adviser will either; (i) certify to the Adviser and the Trust that the Sub-Adviser adviser and any such affiliate its Access Persons have complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Sub-Adviser’s adviser Code with respect to the Portfolio, or (ii) identify any such affiliate’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Adviser, the Sub-Adviser shall permit the Adviser’s employees or agents to examine the reports required to be made by the Sub-Adviser or any such affiliate by Rule 17j-1(c)(2) and, subject to confidentiality obligations (and unless prohibited under applicable law), other appropriate records relating to such reports or violations of the Sub-Adviser’s or such affiliate’s code adviser Code which have occurred with respect to the Portfolio. In addition, Sub-adviser will furnish at least annually to Adviser and the Board a written report that (a) describes any issues arising under the Sub-adviser Code since the last report to the Board, including, but not limited to, information about material violations of ethicsthe Sub-adviser Code with respect to the Portfolio and sanctions imposed in response to the material violations and (b) certifies that the Sub-adviser has adopted procedures reasonably necessary to prevent Access Persons from violating the Sub-adviser Code. C. The Sub-Adviser will promptly notify the adviser has provided Adviser and the Trust, unless prohibited by law, if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) or the Trust; provided, however, that routine regulatory examinations not involving the Portfolio(s) or the Trust shall not be required to be reported by this provision. D. The Sub-Adviser has provided the Adviser and the Trust Board Fund with a copy of its current brochure and brochure supplement(s), which as of the date of this Agreement are Parts 2A and 2B of its Form ADV as most recently filed with the SEC and, if not so filed, its most recent Part II of Form ADV, and will, promptly after filing any amendment to its Form ADV with the SEC, and promptly will and, if not so filed, any amendment to Part II of its Form ADV, furnish a copy of all amendments such amendment to the Adviser and the Trust Board at least annually. Such amendments shall reflect all changes in the Sub-Adviser’s organizational structure, professional staff or other significant developments affecting the Sub-Adviser, as required by the Advisers Act. E. The Sub-Adviser will notify the Adviser and the Trust Board of any changes in the key personnel who are either the portfolio manager(s) of the Portfolio(s) or senior management of the Sub-Adviser, in each case prior to or promptly after such change. F. The Sub-Adviser agrees to maintain a commercially reasonable level of errors and omissions or professional liability insurance coverage. G. The Sub-Adviser agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Portfolio(s), the Trust or the Adviser or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Adviser, except as required by rule, regulation or upon the request of a governmental authority. However, the Sub-Adviser may use the performance of the Portfolio(s) in its composite performance. Nothing in this Agreement is intended to prevent, or shall be construed as preventing, the Sub-Adviser or its affiliates from using the names of the Portfolio(s), the Trust or the Adviser in any response to a request for information/proposal, and the Sub-Adviser and its affiliates are expressly authorized to include the names of the Portfolio(s), the Trust and the Adviser on a representative client list. H. The Sub-Adviser is providing commodity interest trading advice to the Adviser with respect to each of the Portfolio(s) in reliance on an exemption from the requirements that it register as a commodity trading advisor (“CTA”) under the CEA. I. The Sub-Adviser agrees to promptly notify the Adviser if any of the above representations, warranties and covenants ceases to be true.

Representations of Sub. ADVISERS Each Adviser Sub-Adviser represents, warrants and covenants as follows: A. The is registered with the SEC under the Advisers Act. Sub-Adviser (i) is will use all commercially reasonable efforts to remain so registered throughout the term of this Agreement and will notify Adviser immediately if Sub-Adviser ceases to be so registered as an investment adviser adviser. Sub-Adviser: (a) is duly organized and validly existing under the Advisers Act laws of the state of its organization with the power to own and will continue possess its assets and carry on its business as it is now being conducted, (b) has the authority to be so registered for so long as enter into and perform the services contemplated by this Agreement remains in effect; Agreement, (iic) is not prohibited by the Investment Company Act, 1940 Act or the Advisers Act or other law, regulation or order from performing its obligations under the services contemplated by this Agreement; , (iiid) has met, and will continue to seek to continue to meet for so long as the duration of this Agreement remains in effectAgreement, any other applicable federal or state requirements, or and the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform its obligations services under this Agreement; , (iv) has the power and authority to enter into and perform its obligations under this Agreement; (ve) will promptly notify the Adviser if the Sub-Adviser suffers a material adverse change in its business that would materially impair its ability comply with any duties or responsibilities contained within this Agreement; and (vi) will promptly notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser it from serving as an investment adviser of to an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Sub-Adviser1940 Act, and (f) will notify Adviser of any affiliate providing investment advisory services change in connection with this Agreement, has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Adviser and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the Chief Compliance Officer control of the Sub-Adviser and of any within a reasonable time after such affiliate shall certify to the Adviser and the Trust that the change. In addition, Sub-Adviser and any such affiliate have complied represents that it has provided Adviser with the requirements copies of Rule 17j-1 during the previous year and that there has been no material violation each of the following documents: (i) Sub-Adviser’s or any such affiliate’s code Form ADV as filed with the SEC; and (ii) separate lists of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Adviser, the persons who Sub-Adviser shall permit wishes to have authorized to give written and/or oral instructions to Custodians of Fund assets for the Adviser’s employees or agents to examine the reports required to be made by the Sub-Adviser or any such affiliate by Rule 17j-1(c)(2) and, subject to confidentiality obligations (and unless prohibited under applicable law), other appropriate records relating to such reports or violations of the Sub-Adviser’s or such affiliate’s code of ethics. C. The Fund Portfolios. Sub-Adviser will promptly notify furnish Adviser from time to time with copies, properly certified or otherwise authenticated, of all material amendments of or supplements to the Adviser and the Trust, unless prohibited by lawforegoing, if it is served any. Such amendments or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs supplements will be provided within 30 days of the Portfolio(s) or time such materials became available to Sub-Adviser. Adviser represents the Trust; provided, however, that routine regulatory examinations not involving following: It is registered with the Portfolio(s) or SEC under the Trust shall not be required Advisers Act. Adviser will use all commercially reasonable efforts to be reported by remain so registered throughout the term of this provision. D. The Agreement and will notify Sub-Adviser immediately if Adviser ceases to be so registered as an investment adviser. Adviser: (a) is duly organized and validly existing under the laws of the state of its organization with the power to own and possess its assets and carry on its business as it is now being conducted, (b) has provided the Adviser authority to enter into and perform the services contemplated by this Agreement and the Trust Board with a copy of its current brochure Advisory Agreement, (c) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement and brochure supplement(s)the Advisory Agreement, which as of (d) has met, and will continue to seek to meet for the date duration of this Agreement are Parts 2A and 2B of its Form ADV as most recently filed with the SECAgreement, any other applicable federal or state requirements, and promptly will furnish a copy the applicable requirements of all amendments any regulatory or industry self-regulatory agency, necessary to the Adviser be met in order to perform its services under this Agreement and the Trust Board at least annually. Such amendments shall reflect all changes in the Sub-Adviser’s organizational structureAdvisory Agreement, professional staff or other significant developments affecting the Sub-Adviser, as required by the Advisers Act. E. The (e) will promptly notify Sub-Adviser will notify of the Adviser and the Trust Board occurrence of any changes in the key personnel who are either the portfolio manager(sevent that would disqualify it from serving as an investment adviser to an investment company pursuant to Section 9(a) of the Portfolio(s1940 Act, and (f) or senior management Adviser will notify Sub-Adviser of any change in control of the Sub-Adviser, in each case Adviser within a reasonable time prior to or promptly after such change. F. The Sub-Adviser agrees to maintain a commercially reasonable level of errors and omissions or professional liability insurance coverage. G. The Sub-Adviser agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Portfolio(s), the Trust or the Adviser or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Adviser, except as required by rule, regulation or upon the request of a governmental authority. However, the Sub-Adviser may use the performance of the Portfolio(s) in its composite performance. Nothing in this Agreement is intended to prevent, or shall be construed as preventing, the Sub-Adviser or its affiliates from using the names of the Portfolio(s), the Trust or the Adviser in any response to a request for information/proposal, and the Sub-Adviser and its affiliates are expressly authorized to include the names of the Portfolio(s), the Trust and the Adviser on a representative client list. H. The Sub-Adviser is providing commodity interest trading advice to the Adviser with respect to each of the Portfolio(s) in reliance on an exemption from the requirements that it register as a commodity trading advisor (“CTA”) under the CEA. I. The Sub-Adviser agrees to promptly notify the Adviser if any of the above representations, warranties and covenants ceases to be true.

Representations of Sub. ADVISERS Each adviser. Sub-Adviser adviser represents, warrants warrants, and covenants agrees as follows: A. The Sub-Adviser adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, 1940 Act or the Advisers Act or other law, regulation or order from performing its obligations under the services contemplated by this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-self- regulatory agency, necessary to be met in order to perform its obligations under the services contemplated by this Agreement; (iv) has the power and authority to enter into and perform its obligations under this Agreement; (v) will promptly notify the Adviser if the Sub-Adviser suffers a material adverse change in its business that would materially impair its ability comply with any duties or responsibilities contained within services contemplated by this Agreement; and (viv) will promptly immediately notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company 1940 Act or otherwise. B. The Sub-Adviser, and any affiliate providing investment advisory services in connection with this Agreement, adviser has adopted a written code of ethics (the "Sub- adviser Code") complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide 1940 Act, as may be amended from time to time, and, has provided the Adviser and the Trust Board Fund with a copy of such code of ethicsthe Sub- adviser Code, together with evidence of its adoption. Within forty-five days of the end of the last calendar quarter of each year The Sub- adviser certifies that this Agreement is it has adopted procedures reasonably necessary to prevent access persons" as defined in effect, and as otherwise requested, the Chief Compliance Officer of Rule 17j-1 ("Access Persons") from violating the Sub-Adviser and of any such affiliate shall adviser Code. On a [quarterly] basis, Sub-adviser will either; (i) certify to the Adviser and the Trust that the Sub-Adviser adviser and any such affiliate its Access Persons have complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Sub-Adviser’s adviser Code with respect to the Portfolio, or (ii) identify any such affiliate’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Adviser, the Sub-Adviser shall permit the Adviser’s employees or agents to examine the reports required to be made by the Sub-Adviser or any such affiliate by Rule 17j-1(c)(2) and, subject to confidentiality obligations (and unless prohibited under applicable law), other appropriate records relating to such reports or violations of the Sub-Adviser’s or such affiliate’s code adviser Code which have occurred with respect to the Portfolio. In addition, Sub- adviser will furnish at least annually to Adviser and the Board a written report that (a) describes any issues arising under the Sub-adviser Code since the last report to the Board, including, but not limited to, information about material violations of ethicsthe Sub-adviser Code with respect to the Portfolio and sanctions imposed in response to the material violations and (b) certifies that the Sub-adviser has adopted procedures reasonably necessary to prevent Access Persons from violating the Sub-adviser Code. C. The Sub-Adviser will promptly notify the adviser has provided Adviser and the Trust, unless prohibited by law, if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) or the Trust; provided, however, that routine regulatory examinations not involving the Portfolio(s) or the Trust shall not be required to be reported by this provision. D. The Sub-Adviser has provided the Adviser and the Trust Board Fund with a copy of its current brochure and brochure supplement(s), which as of the date of this Agreement are Parts 2A and 2B of its Form ADV as most recently filed with the SEC and, if not so filed, the its most recent Part 2 of Form ADV, and will, promptly after filing any amendment to its Form ADV with the SEC, and promptly will and, if not so filed, any amendment to Part 2 of its Form ADV, furnish a copy of all amendments such amendment to the Adviser and the Trust Board at least annually. Such amendments shall reflect all changes in the Sub-Adviser’s organizational structure, professional staff or other significant developments affecting the Sub-Adviser, as required by the Advisers Act. E. The Sub-Adviser will notify the Adviser and the Trust Board of any changes in the key personnel who are either the portfolio manager(s) of the Portfolio(s) or senior management of the Sub-Adviser, in each case prior to or promptly after such change. F. The Sub-Adviser agrees to maintain a commercially reasonable level of errors and omissions or professional liability insurance coverage. G. The Sub-Adviser agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Portfolio(s), the Trust or the Adviser or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Adviser, except as required by rule, regulation or upon the request of a governmental authority. However, the Sub-Adviser may use the performance of the Portfolio(s) in its composite performance. Nothing in this Agreement is intended to prevent, or shall be construed as preventing, the Sub-Adviser or its affiliates from using the names of the Portfolio(s), the Trust or the Adviser in any response to a request for information/proposal, and the Sub-Adviser and its affiliates are expressly authorized to include the names of the Portfolio(s), the Trust and the Adviser on a representative client list. H. The Sub-Adviser is providing commodity interest trading advice to the Adviser with respect to each of the Portfolio(s) in reliance on an exemption from the requirements that it register as a commodity trading advisor (“CTA”) under the CEA. I. The Sub-Adviser agrees to promptly notify the Adviser if any of the above representations, warranties and covenants ceases to be true.

Representations of Sub. ADVISERS Each ADVISER Sub-Adviser represents, warrants is registered with the Securities and covenants as follows: A. The Exchange Commission under the Advisers Act. Sub-Adviser (i) is shall remain so registered throughout the term of this Agreement and shall notify Adviser immediately if Sub-Adviser ceases to be so registered as an investment adviser adviser. Sub-Adviser: (a) is duly organized and validly existing under the Advisers Act laws of the state of its organization with the power to own and will continue possess its assets and carry on its business as it is now being conducted, (b) has the authority to be so registered for so long as enter into and perform the services contemplated by this Agreement remains in effect; Agreement, (iic) is not prohibited by the Investment Company Act, 1940 Act or the Advisers Act or other law, regulation or order from performing its obligations under the services contemplated by this Agreement; , (iiid) has met, and will continue to seek to continue to meet for so long as the duration of this Agreement remains in effectAgreement, any other applicable federal or state requirements, or and the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform its obligations services under this Agreement; , (iv) has the power and authority to enter into and perform its obligations under this Agreement; (ve) will promptly notify the Adviser if the Sub-Adviser suffers a material adverse change in its business that would materially impair its ability comply with any duties or responsibilities contained within this Agreement; and (vi) will promptly notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser it from serving as an investment adviser of to an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Sub-Adviser1940 Act, and (f) will notify Adviser of any affiliate providing investment advisory services change in connection with this Agreement, has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Adviser and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five days membership of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the Chief Compliance Officer general partners of the Sub-Adviser and of any within a reasonable time after such affiliate shall certify to the Adviser and the Trust that the change. In addition, Sub-Adviser and any such affiliate have complied represents that it has provided Adviser with the requirements copies of Rule 17j-1 during the previous year and that there has been no material violation each of the following documents: (i) Sub-Adviser’s or any such affiliate’s code 's Form ADV as filed with the Securities Exchange Commission; and (ii) separate lists of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Adviser, the persons who Sub-Adviser shall permit wishes to have authorized to give written and/or oral instructions to Custodians of Fund assets for the Adviser’s employees or agents to examine the reports required to be made by the Sub-Adviser or any such affiliate by Rule 17j-1(c)(2) and, subject to confidentiality obligations (and unless prohibited under applicable law), other appropriate records relating to such reports or violations of the Sub-Adviser’s or such affiliate’s code of ethics. C. The Portfolio. Sub-Adviser will promptly notify furnish Adviser from time to time with copies, properly certified or otherwise authenticated, of all material amendments of or supplements to the Adviser and the Trust, unless prohibited by lawforegoing, if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) or the Trust; provided, however, that routine regulatory examinations not involving the Portfolio(s) or the Trust shall not be required to be reported by this provision. D. The Sub-Adviser has provided the Adviser and the Trust Board with a copy of its current brochure and brochure supplement(s), which as of the date of this Agreement are Parts 2A and 2B of its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments to the Adviser and the Trust Board at least annuallyany. Such amendments shall reflect all changes in or supplements as to items (i) through (ii) will be provided within 30 days of the time such materials became available to Sub-Adviser’s organizational structure, professional staff or other significant developments affecting the Sub-Adviser, as required by the Advisers Act. E. The Sub-Adviser will notify the Adviser and the Trust Board of any changes in the key personnel who are either the portfolio manager(s) of the Portfolio(s) or senior management of the Sub-Adviser, in each case prior to or promptly after such change. F. The Sub-Adviser agrees to maintain a commercially reasonable level of errors and omissions or professional liability insurance coverage. G. The Sub-Adviser agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Portfolio(s), the Trust or the Adviser or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Adviser, except as required by rule, regulation or upon the request of a governmental authority. However, the Sub-Adviser may use the performance of the Portfolio(s) in its composite performance. Nothing in this Agreement is intended to prevent, or shall be construed as preventing, the Sub-Adviser or its affiliates from using the names of the Portfolio(s), the Trust or the Adviser in any response to a request for information/proposal, and the Sub-Adviser and its affiliates are expressly authorized to include the names of the Portfolio(s), the Trust and the Adviser on a representative client list. H. The Sub-Adviser is providing commodity interest trading advice to the Adviser with respect to each of the Portfolio(s) in reliance on an exemption from the requirements that it register as a commodity trading advisor (“CTA”) under the CEA. I. The Sub-Adviser agrees to promptly notify the Adviser if any of the above representations, warranties and covenants ceases to be true.

Representations of Sub. ADVISERS Each ADVISER Sub-Adviser represents, warrants is registered with the Securities and covenants as follows: A. The Exchange Commission under the Advisers Act. Sub-Adviser (i) is shall remain so registered throughout the term of this Agreement and shall notify Adviser immediately if Sub-Adviser ceases to be so registered as an investment adviser adviser. Sub-Adviser: (a) is duly organized and validly existing under the Advisers Act laws of the state of its organization with the power to own and will continue possess its assets and carry on its business as it is now being conducted, (b) has the authority to be so registered for so long as enter into and perform the services contemplated by this Agreement remains in effect; Agreement, (iic) is not prohibited by the Investment Company Act, 1940 Act or the Advisers Act or other law, regulation or order from performing its obligations under the services contemplated by this Agreement; , (iiid) has met, and will continue to seek to continue to meet for so long as the duration of this Agreement remains in effectAgreement, any other applicable federal or state requirements, or and the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform its obligations services under this Agreement; , (iv) has the power and authority to enter into and perform its obligations under this Agreement; (ve) will promptly notify the Adviser if the Sub-Adviser suffers a material adverse change in its business that would materially impair its ability comply with any duties or responsibilities contained within this Agreement; and (vi) will promptly notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser it from serving as an investment adviser of to an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Sub-Adviser1940 Act, and (f) will notify Adviser of any affiliate providing investment advisory services change in connection with this Agreement, has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Adviser and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five days membership of the end senior management and investment professional staff responsible for management of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the Chief Compliance Officer of Fund Portfolio(s)of the Sub-Adviser and of any within a reasonable time after such affiliate shall certify to the Adviser and the Trust that the change. In addition, Sub-Adviser and any such affiliate have complied represents that it has provided Adviser with the requirements copies of Rule 17j-1 during the previous year and that there has been no material violation each of the following documents: (i) Sub-Adviser’s or any such affiliate’s code 's Form ADV as filed with the Securities Exchange Commission; and (ii) separate lists of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Adviser, the persons who Sub-Adviser shall permit wishes to have authorized to give written and/or oral instructions to Custodians of Fund assets for the Adviser’s employees or agents to examine the reports required to be made by the Sub-Adviser or any such affiliate by Rule 17j-1(c)(2) and, subject to confidentiality obligations (and unless prohibited under applicable law), other appropriate records relating to such reports or violations of the Sub-Adviser’s or such affiliate’s code of ethics. C. The Portfolio. Sub-Adviser will promptly notify furnish Adviser from time to time with copies, properly certified or otherwise authenticated, of all material amendments of or supplements to the Adviser and the Trust, unless prohibited by lawforegoing, if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) or the Trust; provided, however, that routine regulatory examinations not involving the Portfolio(s) or the Trust shall not be required to be reported by this provision. D. The Sub-Adviser has provided the Adviser and the Trust Board with a copy of its current brochure and brochure supplement(s), which as of the date of this Agreement are Parts 2A and 2B of its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments to the Adviser and the Trust Board at least annuallyany. Such amendments shall reflect all changes in or supplements as to items (i) through (ii) will be provided within 30 days of the time such materials became available to Sub-Adviser’s organizational structure, professional staff or other significant developments affecting the Sub-Adviser, as required by the Advisers Act. E. The Sub-Adviser will notify the Adviser and the Trust Board of any changes in the key personnel who are either the portfolio manager(s) of the Portfolio(s) or senior management of the Sub-Adviser, in each case prior to or promptly after such change. F. The Sub-Adviser agrees to maintain a commercially reasonable level of errors and omissions or professional liability insurance coverage. G. The Sub-Adviser agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Portfolio(s), the Trust or the Adviser or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Adviser, except as required by rule, regulation or upon the request of a governmental authority. However, the Sub-Adviser may use the performance of the Portfolio(s) in its composite performance. Nothing in this Agreement is intended to prevent, or shall be construed as preventing, the Sub-Adviser or its affiliates from using the names of the Portfolio(s), the Trust or the Adviser in any response to a request for information/proposal, and the Sub-Adviser and its affiliates are expressly authorized to include the names of the Portfolio(s), the Trust and the Adviser on a representative client list. H. The Sub-Adviser is providing commodity interest trading advice to the Adviser with respect to each of the Portfolio(s) in reliance on an exemption from the requirements that it register as a commodity trading advisor (“CTA”) under the CEA. I. The Sub-Adviser agrees to promptly notify the Adviser if any of the above representations, warranties and covenants ceases to be true.

Representations of Sub. ADVISERS Each adviser. The Sub-Adviser adviser represents, warrants and covenants agrees as follows: A. The Sub-Adviser adviser (i) is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company 1940 Act, the Advisers Act or other law, regulation or order from performing its obligations under the services contemplated by this Agreement; (iii) has met, met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, agency necessary to be met in order to perform its obligations under the services contemplated by this Agreement; (iv) has the power and authority to enter into and perform its obligations under the services contemplated by this Agreement; and (v) will promptly notify the Adviser if the Sub-Adviser suffers a material adverse change in its business that would materially impair its ability comply with any duties or responsibilities contained within this Agreement; and (vi) will promptly notify the Adviser EGA of the occurrence of any event that would disqualify the Sub-Adviser adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company 1940 Act or otherwise. The Sub-adviser will also promptly notify each Fund and EGA if it is served or otherwise receives notice of any material action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, self-regulatory organization, public board or body, involving the affairs of the Fund(s) or the Sub-adviser, provided, however, that routine regulatory examinations of the Sub-adviser shall not be required to be reported by this provision and the Sub-adviser shall not be required to notify a Fund of events subject to this provision until such time that it notifies its other clients. B. The Sub-Adviser, adviser is currently in material compliance and any affiliate providing investment advisory services shall at all times continue to be in connection material compliance with this Agreement, the requirements imposed upon the Sub-adviser by applicable law and regulations. C. The Sub-adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company 1940 Act and Rule 204A-1 under the Advisers Act and will provide the Adviser and the Trust Board of Trustees of the Registrant with a copy of such code of ethics, together with evidence of its adoption. Within forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the Chief Compliance Officer of the Sub-Adviser and of any such affiliate adviser shall certify to the Adviser and the Trust that the Sub-Adviser and any such affiliate have adviser has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of the Sub-Adviser’s or any such affiliateadviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the AdviserEGA, the Sub-Adviser adviser shall permit the Adviser’s EGA, its employees or its agents to examine the reports required to be made by to the Sub-Adviser or any such affiliate adviser by Rule 17j-1(c)(217j-1(c)(1) and, subject and Rule 204A-1(b) and all other records relevant to confidentiality obligations (and unless prohibited under applicable law), other appropriate records relating to such reports or violations of the Sub-Adviser’s or such affiliateadviser’s code of ethics. C. The Sub-Adviser will promptly notify the Adviser and the Trust, unless prohibited by law, if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) or the Trust; provided, however, that routine regulatory examinations not involving the Portfolio(s) or the Trust shall not be required to be reported by this provision. D. The Sub-Adviser has provided the Adviser and the Trust Board EGA with a copy of its current brochure and brochure supplement(s)Form ADV, which as of the date of this Agreement are Parts 2A and 2B of is its Form ADV as most recently filed with the SEC, SEC and promptly will furnish a copy of all amendments to the Adviser and the Trust Board at least annuallyEGA on an annual basis. Such amendments shall reflect all changes in the Sub-Adviseradviser’s organizational structure, professional staff or other significant developments affecting the Sub-Adviseradviser, as required by the Advisers Act. E. The Sub-Adviser will notify the Adviser and the Trust Board of any changes in the key personnel who are either the portfolio manager(s) of the Portfolio(s) or senior management of the Sub-Adviser, in each case prior to or promptly after such change. F. The Sub-Adviser adviser agrees to maintain a commercially reasonable an appropriate level of errors and omissions or professional liability insurance coverage. G. F. The Sub-Adviser adviser agrees that neither it, nor any of its affiliates, it will not knowingly in any way refer directly or indirectly to its relationship with the Portfolio(sRegistrant, the Fund(s), the Trust or the Adviser EGA or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the AdviserEGA, except as required by rule, regulation or upon the request of a governmental authority. However, the . G. Sub-Adviser may use the performance adviser agrees not to consult with (i) other sub-advisers to a Fund, if any, (ii) other sub-advisers to any other Fund of the Portfolio(s) in its composite performance. Nothing in this Agreement is intended to preventRegistrant, or shall be construed as preventing(iii) other sub-advisers to an investment company under common control with any Fund, the Sub-Adviser concerning transactions for a Fund in securities or its affiliates from using the names of the Portfolio(s), the Trust or the Adviser in any response to a request for information/proposal, and the Sub-Adviser and its affiliates are expressly authorized to include the names of the Portfolio(s), the Trust and the Adviser on a representative client listother assets. H. The Sub-Adviser is providing commodity interest trading advice adviser acknowledges that ALPS Advisers, Inc., Registrant’s investment adviser (the “Adviser”), EGA and the Registrant intend to rely on Rule 17a-10, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the Investment Company Act, and the Sub-adviser hereby agrees that it shall not consult with any other sub-adviser to the Adviser Registrant with respect to each transactions in securities for a Fund’s portfolio or any other transactions of the Portfolio(s) in reliance on an exemption from the requirements that it register as a commodity trading advisor (“CTA”) under the CEARegistrant assets. I. The Sub-Adviser agrees to promptly notify the Adviser if any of the above representations, warranties and covenants ceases to be trueadviser maintains commercially reasonable business continuity procedures.

Representations of Sub. ADVISERS Each adviser. Sub-Adviser adviser represents, warrants warrants, and covenants agrees as follows: A. The Sub-Adviser adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, 1940 Act or the Advisers Act or other law, regulation or order from performing its obligations under the services contemplated by this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-self- regulatory agency, necessary to be met in order to perform its obligations under the services contemplated by this Agreement; (iv) has the power and authority to enter into and perform its obligations under this Agreement; (v) will promptly notify the Adviser if the Sub-Adviser suffers a material adverse change in its business that would materially impair its ability comply with any duties or responsibilities contained within services contemplated by this Agreement; and (viv) will promptly immediately notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company 1940 Act or otherwise. B. The Sub-Adviser, and any affiliate providing investment advisory services in connection with this Agreement, adviser has adopted a written code of ethics (the "Sub- adviser Code") complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide 1940 Act, as may be amended from time to time, and, has provided the Adviser and the Trust Board Fund with a copy of such code of ethicsthe Sub- adviser Code, together with evidence of its adoption. Within forty-five days of the end of the last calendar quarter of each year The Sub- adviser certifies that this Agreement is it has adopted procedures reasonably necessary to prevent access persons" as defined in effect, and as otherwise requested, the Chief Compliance Officer of Rule 17j-1 ("Access Persons") from violating the Sub-Adviser and of any such affiliate shall adviser Code. On a [quarterly] basis, Sub-adviser will either; (i) certify to the Adviser and the Trust that the Sub-Adviser adviser and any such affiliate its Access Persons have complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Sub-Adviser’s adviser Code with respect to the Portfolio, or (ii) identify any such affiliate’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Adviser, the Sub-Adviser shall permit the Adviser’s employees or agents to examine the reports required to be made by the Sub-Adviser or any such affiliate by Rule 17j-1(c)(2) and, subject to confidentiality obligations (and unless prohibited under applicable law), other appropriate records relating to such reports or violations of the Sub-Adviser’s or such affiliate’s code adviser Code which have occurred with respect to the Portfolio. In addition, Sub- adviser will furnish at least annually to Adviser and the Board a written report that (a) describes any issues arising under the Sub-adviser Code since the last report to the Board, including, but not limited to, information about material violations of ethicsthe Sub-adviser Code with respect to the Portfolio and sanctions imposed in response to the material violations and (b) certifies that the Sub-adviser has adopted procedures reasonably necessary to prevent Access Persons from violating the Sub-adviser Code. C. The Sub-Adviser will promptly notify the adviser has provided Adviser and the Trust, unless prohibited by law, if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) or the Trust; provided, however, that routine regulatory examinations not involving the Portfolio(s) or the Trust shall not be required to be reported by this provision. D. The Sub-Adviser has provided the Adviser and the Trust Board Fund with a copy of its current brochure and brochure supplement(s), which as of the date of this Agreement are Parts 2A and 2B of its Form ADV as most recently filed with the SEC and, if not so filed, the its most recent Part 2 of Form ADV, and will, promptly after filing any amendment to its Form ADV with the SEC, and promptly will and, if not so filed, any amendment to Part 2 of its Form ADV, furnish a copy of all amendments such amendment to the Adviser and the Trust Board at least annually. Such amendments shall reflect all changes in the Sub-Adviser’s organizational structure, professional staff or other significant developments affecting the Sub-Adviser, as required by the Advisers Act. E. The Sub-Adviser will notify the Adviser and the Trust Board of any changes in the key personnel who are either the portfolio manager(s) of the Portfolio(s) or senior management of the Sub-Adviser, in each case prior to or promptly after such change. F. The Sub-Adviser agrees to maintain a commercially reasonable level of errors and omissions or professional liability insurance coverage. G. The Sub-Adviser agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Portfolio(s), the Trust or the Adviser or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Adviser, except as required by rule, regulation or upon the request of a governmental authority. However, the Sub-Adviser may use the performance of the Portfolio(s) in its composite performance. Nothing in this Agreement is intended to prevent, or shall be construed as preventing, the Sub-Adviser or its affiliates from using the names of the Portfolio(s), the Trust or the Adviser in any response to a request for information/proposal, and the Sub-Adviser and its affiliates are expressly authorized to include the names of the Portfolio(s), the Trust and the Adviser on a representative client list. H. The Sub-Adviser is providing commodity interest trading advice to the Adviser with respect to each of the Portfolio(s) in reliance on an exemption from the requirements that it register as a commodity trading advisor (“CTA”) under the CEA. I. The Sub-Adviser agrees to promptly notify the Adviser if any of the above representations, warranties and covenants ceases to be true.

Representations of Sub. ADVISERS Each ADVISER Sub-Adviser represents, warrants is registered with the Securities and covenants as follows: A. The Exchange Commission under the Advisers Act. Sub-Adviser (i) is will use all commercially reasonable efforts to remain so registered throughout the term of this Agreement and will notify Adviser immediately if Sub-Adviser ceases to be so registered as an investment adviser adviser. Sub-Adviser: (a) is duly organized and validly existing under the Advisers Act laws of the state of its organization with the power to own and will continue possess its assets and carry on its business as it is now being conducted, (b) has the authority to be so registered for so long as enter into and perform the services contemplated by this Agreement remains in effect; Agreement, (iic) is not prohibited by the Investment Company Act, 1940 Act or the Advisers Act or other law, regulation or order from performing its obligations under the services contemplated by this Agreement; , (iiid) has met, and will continue to seek to continue to meet for so long as the duration of this Agreement remains in effectAgreement, any other applicable federal or state requirements, or and the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform its obligations services under this Agreement; , (iv) has the power and authority to enter into and perform its obligations under this Agreement; (ve) will promptly notify the Adviser if the Sub-Adviser suffers a material adverse change in its business that would materially impair its ability comply with any duties or responsibilities contained within this Agreement; and (vi) will promptly notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser it from serving as an investment adviser of to an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Sub-Adviser1940 Act, and (f) will notify Adviser of any affiliate providing investment advisory services change in connection with this Agreement, has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Adviser and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the Chief Compliance Officer control of the Sub-Adviser and of any within a reasonable time after such affiliate shall certify to the Adviser and the Trust that the change. In addition, Sub-Adviser and any such affiliate have complied represents that it has provided Adviser with the requirements copies of Rule 17j-1 during the previous year and that there has been no material violation each of the following documents: (i) Sub-Adviser’s or any such affiliate’s code 's Form ADV as filed with the Securities Exchange Commission; and (ii) separate lists of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Adviser, the persons who Sub-Adviser shall permit wishes to have authorized to give written and/or oral instructions to Custodians of Fund assets for the Adviser’s employees or agents to examine the reports required to be made by the Sub-Adviser or any such affiliate by Rule 17j-1(c)(2) and, subject to confidentiality obligations (and unless prohibited under applicable law), other appropriate records relating to such reports or violations of the Sub-Adviser’s or such affiliate’s code of ethics. C. The Fund Portfolios. Sub-Adviser will furnish Adviser from time to time with copies, properly certified or otherwise authenticated, of all material amendments of or supplements to the foregoing, if any. Such amendments or supplements will be provided within 30 days of the time such materials became available to Sub-Adviser. (a) is duly organized and validly existing under the laws of the state of its organization with the power to own and possess its assets and carry on its business as it is now being conducted, (b) has the authority to enter into and perform the services contemplated by this Agreement and the Advisory Agreement, (c) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement and the Advisory Agreement, (d) has met, and will continue to seek to meet for the duration of this Agreement, any other applicable federal or state requirements, and the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform its services under this Agreement and the Advisory Agreement, (e) will promptly notify the Adviser and the Trust, unless prohibited by law, if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) or the Trust; provided, however, that routine regulatory examinations not involving the Portfolio(s) or the Trust shall not be required to be reported by this provision. D. The Sub-Adviser has provided the Adviser and the Trust Board with a copy of its current brochure and brochure supplement(s), which as of the date occurrence of this Agreement are Parts 2A and 2B any event that would disqualify it from serving as an investment adviser to an investment company pursuant to Section 9(a) of its Form ADV as most recently filed with the SEC1940 Act, and promptly (f) Adviser will furnish a copy of all amendments to the Adviser and the Trust Board at least annually. Such amendments shall reflect all changes in the Sub-Adviser’s organizational structure, professional staff or other significant developments affecting the Sub-Adviser, as required by the Advisers Act. E. The notify Sub-Adviser will notify of any change in control of the Adviser and the Trust Board of any changes in the key personnel who are either the portfolio manager(s) of the Portfolio(s) or senior management of the Sub-Adviser, in each case within a reasonable time prior to or promptly after such change. F. The Sub-Adviser agrees to maintain a commercially reasonable level of errors and omissions or professional liability insurance coverage. G. The Sub-Adviser agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Portfolio(s), the Trust or the Adviser or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Adviser, except as required by rule, regulation or upon the request of a governmental authority. However, the Sub-Adviser may use the performance of the Portfolio(s) in its composite performance. Nothing in this Agreement is intended to prevent, or shall be construed as preventing, the Sub-Adviser or its affiliates from using the names of the Portfolio(s), the Trust or the Adviser in any response to a request for information/proposal, and the Sub-Adviser and its affiliates are expressly authorized to include the names of the Portfolio(s), the Trust and the Adviser on a representative client list. H. The Sub-Adviser is providing commodity interest trading advice to the Adviser with respect to each of the Portfolio(s) in reliance on an exemption from the requirements that it register as a commodity trading advisor (“CTA”) under the CEA. I. The Sub-Adviser agrees to promptly notify the Adviser if any of the above representations, warranties and covenants ceases to be true.

Representations of Sub. ADVISERS Each ADVISER Sub-Adviser represents, warrants is registered with the Securities and covenants as follows: A. The Exchange Commission under the Advisers Act. Sub-Adviser (i) is will use all commercially reasonable efforts to remain so registered throughout the term of this Agreement and will notify Adviser immediately if Sub-Adviser ceases to be so registered as an investment adviser adviser. Sub-Adviser: (a) is duly organized and validly existing under the Advisers Act laws of the state of its organization with the power to own and will continue possess its assets and carry on its business as it is now being conducted, (b) has the authority to be so registered for so long as enter into and perform the services contemplated by this Agreement remains in effect; Agreement, (iic) is not prohibited by the Investment Company Act, 1940 Act or the Advisers Act or other law, regulation or order from performing its obligations under the services contemplated by this Agreement; , (iiid) has met, and will continue to seek to continue to meet for so long as the duration of this Agreement remains in effectAgreement, any other applicable federal or state requirements, or and the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform its obligations services under this Agreement; , (iv) has the power and authority to enter into and perform its obligations under this Agreement; (ve) will promptly notify the Adviser if the Sub-Adviser suffers a material adverse change in its business that would materially impair its ability comply with any duties or responsibilities contained within this Agreement; and (vi) will promptly notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser it from serving as an investment adviser of to an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Sub-Adviser1940 Act, and (f) will notify Adviser of any affiliate providing investment advisory services change in connection with this Agreement, has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Adviser and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the Chief Compliance Officer general partners of the Sub-Adviser and of any within a reasonable time after such affiliate shall certify to the Adviser and the Trust that the change. In addition, Sub-Adviser and any such affiliate have complied represents that it has provided Adviser with the requirements copies of Rule 17j-1 during the previous year and that there has been no material violation each of the following documents: (i) Sub-Adviser’s or any such affiliate’s code 's Form ADV as filed with the Securities Exchange Commission; and (ii) separate lists of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Adviser, the persons who Sub-Adviser shall permit wishes to have authorized to give written and/or oral instructions to Custodians of Fund assets for the Adviser’s employees or agents to examine the reports required to be made by the Sub-Adviser or any such affiliate by Rule 17j-1(c)(2) and, subject to confidentiality obligations (and unless prohibited under applicable law), other appropriate records relating to such reports or violations of the Sub-Adviser’s or such affiliate’s code of ethics. C. The Fund Portfolios. Sub-Adviser will promptly notify furnish Adviser from time to time with copies, properly certified or otherwise authenticated, of all material amendments of or supplements to the Adviser and the Trust, unless prohibited by lawforegoing, if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) or the Trust; provided, however, that routine regulatory examinations not involving the Portfolio(s) or the Trust shall not be required to be reported by this provision. D. The Sub-Adviser has provided the Adviser and the Trust Board with a copy of its current brochure and brochure supplement(s), which as of the date of this Agreement are Parts 2A and 2B of its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments to the Adviser and the Trust Board at least annuallyany. Such amendments shall reflect all changes in or supplements will be provided within 30 days of the time such materials became available to Sub-Adviser’s organizational structure, professional staff or other significant developments affecting the Sub-Adviser, as required by the Advisers Act. E. The Sub-Adviser will notify the Adviser and the Trust Board of any changes in the key personnel who are either the portfolio manager(s) of the Portfolio(s) or senior management of the Sub-Adviser, in each case prior to or promptly after such change. F. The Sub-Adviser agrees to maintain a commercially reasonable level of errors and omissions or professional liability insurance coverage. G. The Sub-Adviser agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Portfolio(s), the Trust or the Adviser or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Adviser, except as required by rule, regulation or upon the request of a governmental authority. However, the Sub-Adviser may use the performance of the Portfolio(s) in its composite performance. Nothing in this Agreement is intended to prevent, or shall be construed as preventing, the Sub-Adviser or its affiliates from using the names of the Portfolio(s), the Trust or the Adviser in any response to a request for information/proposal, and the Sub-Adviser and its affiliates are expressly authorized to include the names of the Portfolio(s), the Trust and the Adviser on a representative client list. H. The Sub-Adviser is providing commodity interest trading advice to the Adviser with respect to each of the Portfolio(s) in reliance on an exemption from the requirements that it register as a commodity trading advisor (“CTA”) under the CEA. I. The Sub-Adviser agrees to promptly notify the Adviser if any of the above representations, warranties and covenants ceases to be true.

Representations of Sub. ADVISERS Each Adviser Sub-Adviser represents, warrants is registered with the Securities and covenants as follows: A. The Exchange Commission under the Advisers Act. Sub-Adviser (i) is will use all commercially reasonable efforts to remain so registered throughout the term of this Agreement and will notify Adviser immediately if Sub-Adviser ceases to be so registered as an investment adviser adviser. Sub-Adviser: (a) is duly organized and validly existing under the Advisers Act laws of the state of its organization with the power to own and will continue possess its assets and carry on its business as it is now being conducted, (b) has the authority to be so registered for so long as enter into and perform the services contemplated by this Agreement remains in effect; Agreement, (iic) is not prohibited by the Investment Company Act, 1940 Act or the Advisers Act or other law, regulation or order from performing its obligations under the services contemplated by this Agreement; , (iiid) has met, and will continue to seek to continue to meet for so long as the duration of this Agreement remains in effectAgreement, any other applicable federal or state requirements, or and the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform its obligations services under this Agreement; , (iv) has the power and authority to enter into and perform its obligations under this Agreement; (ve) will promptly notify the Adviser if the Sub-Adviser suffers a material adverse change in its business that would materially impair its ability comply with any duties or responsibilities contained within this Agreement; and (vi) will promptly notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser it from serving as an investment adviser of to an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Sub-Adviser1940 Act, and (f) will notify Adviser of any affiliate providing investment advisory services change in connection with this Agreement, has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Adviser and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the Chief Compliance Officer shareholders of the Sub-Adviser and of any within a reasonable time after such affiliate shall certify to the Adviser and the Trust that the change. In addition, Sub-Adviser and any such affiliate have complied represents that it has provided Adviser with the requirements copies of Rule 17j-1 during the previous year and that there has been no material violation each of the following documents: (i) Sub-Adviser’s or any such affiliate’s code 's Form ADV as filed with the Securities Exchange Commission; and (ii) separate lists of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Adviser, the persons who Sub-Adviser shall permit wishes to have authorized to give written and/or oral instructions to Custodians of Fund assets for the Adviser’s employees or agents to examine the reports required to be made by the Sub-Adviser or any such affiliate by Rule 17j-1(c)(2) and, subject to confidentiality obligations (and unless prohibited under applicable law), other appropriate records relating to such reports or violations of the Sub-Adviser’s or such affiliate’s code of ethics. C. The Fund Portfolios. Sub-Adviser will promptly notify furnish Adviser from time to time with copies, properly certified or otherwise authenticated, of all material amendments of or supplements to the Adviser and the Trust, unless prohibited by lawforegoing, if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) or the Trust; provided, however, that routine regulatory examinations not involving the Portfolio(s) or the Trust shall not be required to be reported by this provision. D. The Sub-Adviser has provided the Adviser and the Trust Board with a copy of its current brochure and brochure supplement(s), which as of the date of this Agreement are Parts 2A and 2B of its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments to the Adviser and the Trust Board at least annuallyany. Such amendments shall reflect all changes in or supplements will be provided within 30 days of the time such materials became available to Sub-Adviser’s organizational structure, professional staff or other significant developments affecting the Sub-Adviser, as required by the Advisers Act. E. The Sub-Adviser will notify the Adviser and the Trust Board of any changes in the key personnel who are either the portfolio manager(s) of the Portfolio(s) or senior management of the Sub-Adviser, in each case prior to or promptly after such change. F. The Sub-Adviser agrees to maintain a commercially reasonable level of errors and omissions or professional liability insurance coverage. G. The Sub-Adviser agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Portfolio(s), the Trust or the Adviser or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Adviser, except as required by rule, regulation or upon the request of a governmental authority. However, the Sub-Adviser may use the performance of the Portfolio(s) in its composite performance. Nothing in this Agreement is intended to prevent, or shall be construed as preventing, the Sub-Adviser or its affiliates from using the names of the Portfolio(s), the Trust or the Adviser in any response to a request for information/proposal, and the Sub-Adviser and its affiliates are expressly authorized to include the names of the Portfolio(s), the Trust and the Adviser on a representative client list. H. The Sub-Adviser is providing commodity interest trading advice to the Adviser with respect to each of the Portfolio(s) in reliance on an exemption from the requirements that it register as a commodity trading advisor (“CTA”) under the CEA. I. The Sub-Adviser agrees to promptly notify the Adviser if any of the above representations, warranties and covenants ceases to be true.

Representations of Sub. ADVISERS Each ADVISER Sub-Adviser represents, warrants is registered with the Securities and covenants as follows: A. The Exchange Commission under the Advisers Act. Sub-Adviser (i) is will use all commercially reasonable efforts to remain so registered throughout the term of this Agreement and will notify Adviser immediately if Sub-Adviser ceases to be so registered as an investment adviser adviser. Sub-Adviser: (a) is duly organized and validly existing under the Advisers Act laws of the state of its organization with the power to own and will continue possess its assets and carry on its business as it is now being conducted, (b) has the authority to be so registered for so long as enter into and perform the services contemplated by this Agreement remains in effect; Agreement, (iic) is not prohibited by the Investment Company Act, 1940 Act or the Advisers Act or other law, regulation or order from performing its obligations under the services contemplated by this Agreement; , (iiid) has met, and will continue to seek to continue to meet for so long as the duration of this Agreement remains in effectAgreement, any other applicable federal or state requirements, or and the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform its obligations services under this Agreement; , (iv) has the power and authority to enter into and perform its obligations under this Agreement; (ve) will promptly notify the Adviser if the Sub-Adviser suffers a material adverse change in its business that would materially impair its ability comply with any duties or responsibilities contained within this Agreement; and (vi) will promptly notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser it from serving as an investment adviser of to an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Sub-Adviser1940 Act, and (f) will notify Adviser of any affiliate providing investment advisory services substantial change in connection with this Agreement, has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Adviser and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the Chief Compliance Officer ownership of the Sub-Adviser and of any within a reasonable time after such affiliate shall certify to the Adviser and the Trust that the change. In addition, Sub-Adviser and any such affiliate have complied represents that it has provided Adviser with the requirements copies of Rule 17j-1 during the previous year and that there has been no material violation each of the following documents: (i) Sub-Adviser’s or any such affiliate’s code 's Form ADV as filed with the Securities Exchange Commission; and (ii) separate lists of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Adviser, the persons who Sub-Adviser shall permit wishes to have authorized to give written and/or oral instructions to Custodians of Fund assets for the Adviser’s employees or agents to examine the reports required to be made by the Sub-Adviser or any such affiliate by Rule 17j-1(c)(2) and, subject to confidentiality obligations (and unless prohibited under applicable law), other appropriate records relating to such reports or violations of the Sub-Adviser’s or such affiliate’s code of ethics. C. The Fund Portfolios. Sub-Adviser will promptly notify furnish Adviser from time to time with copies, properly certified or otherwise authenticated, of all material amendments of or supplements to the Adviser and the Trust, unless prohibited by lawforegoing, if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) or the Trust; provided, however, that routine regulatory examinations not involving the Portfolio(s) or the Trust shall not be required to be reported by this provision. D. The Sub-Adviser has provided the Adviser and the Trust Board with a copy of its current brochure and brochure supplement(s), which as of the date of this Agreement are Parts 2A and 2B of its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments to the Adviser and the Trust Board at least annuallyany. Such amendments shall reflect all changes in or supplements will be provided within 30 days of the time such materials became available to Sub-Adviser’s organizational structure, professional staff or other significant developments affecting the Sub-Adviser, as required by the Advisers Act. E. The Sub-Adviser will notify the Adviser and the Trust Board of any changes in the key personnel who are either the portfolio manager(s) of the Portfolio(s) or senior management of the Sub-Adviser, in each case prior to or promptly after such change. F. The Sub-Adviser agrees to maintain a commercially reasonable level of errors and omissions or professional liability insurance coverage. G. The Sub-Adviser agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Portfolio(s), the Trust or the Adviser or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Adviser, except as required by rule, regulation or upon the request of a governmental authority. However, the Sub-Adviser may use the performance of the Portfolio(s) in its composite performance. Nothing in this Agreement is intended to prevent, or shall be construed as preventing, the Sub-Adviser or its affiliates from using the names of the Portfolio(s), the Trust or the Adviser in any response to a request for information/proposal, and the Sub-Adviser and its affiliates are expressly authorized to include the names of the Portfolio(s), the Trust and the Adviser on a representative client list. H. The Sub-Adviser is providing commodity interest trading advice to the Adviser with respect to each of the Portfolio(s) in reliance on an exemption from the requirements that it register as a commodity trading advisor (“CTA”) under the CEA. I. The Sub-Adviser agrees to promptly notify the Adviser if any of the above representations, warranties and covenants ceases to be true.

Representations of Sub. ADVISERS Each ADVISER Sub-Adviser represents, warrants is registered with the Securities and covenants as follows: A. The Exchange Commission under the Advisers Act. Sub-Adviser (i) is will use all commercially reasonable efforts to remain so registered throughout the term of this Agreement and will notify Adviser immediately if Sub-Adviser ceases to be so registered as an investment adviser adviser. Sub-Adviser: (a) is duly organized and validly existing under the Advisers Act laws of the state of its organization with the power to own and will continue possess its assets and carry on its business as it is now being conducted, (b) has the authority to be so registered for so long as enter into and perform the services contemplated by this Agreement remains in effect; Agreement, (iic) is not prohibited by the Investment Company Act, 1940 Act or the Advisers Act or other law, regulation or order from performing its obligations under the services contemplated by this Agreement; , (iiid) has met, and will continue to seek to continue to meet for so long as the duration of this Agreement remains in effectAgreement, any other applicable federal or state requirements, or and the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform its obligations services under this Agreement; , (iv) has the power and authority to enter into and perform its obligations under this Agreement; (ve) will promptly notify the Adviser if the Sub-Adviser suffers a material adverse change in its business that would materially impair its ability comply with any duties or responsibilities contained within this Agreement; and (vi) will promptly notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser it from serving as an investment adviser of to an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Sub-Adviser1940 Act, and any affiliate providing investment advisory services in connection with this Agreement, has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and (f) will provide the notify Adviser and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the Chief Compliance Officer of the Sub-Adviser and of any such affiliate shall certify to the Adviser and the Trust that the Sub-Adviser and any such affiliate have complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Sub-Adviser’s or any such affiliate’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Adviser, the Sub-Adviser shall permit the Adviser’s employees or agents to examine the reports required to be made by the Sub-Adviser or any such affiliate by Rule 17j-1(c)(2) and, subject to confidentiality obligations (and unless prohibited under applicable law), other appropriate records relating to such reports or violations of the Sub-Adviser’s or such affiliate’s code of ethics. C. The Sub-Adviser will promptly notify the Adviser and the Trust, unless prohibited by law, if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) or the Trust; provided, however, that routine regulatory examinations not involving the Portfolio(s) or the Trust shall not be required to be reported by this provision. D. The Sub-Adviser has provided the Adviser and the Trust Board with a copy of its current brochure and brochure supplement(s), which as of the date of this Agreement are Parts 2A and 2B of its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments to the Adviser and the Trust Board at least annually. Such amendments shall reflect all changes change in the Sub-Adviser’s organizational structure, professional staff or other significant developments affecting the Sub-Adviser, as required by the Advisers Act. E. The Sub-Adviser will notify the Adviser and the Trust Board of any changes in the key personnel who are either the portfolio manager(s) of the Portfolio(s) or senior management controlling shareholders of the Sub-Adviser, or any change in each case prior to or promptly ownership constituting an "assignment" for purposes of the 1940 Act, within a reasonable time after such change. F. The . In addition, Sub-Adviser agrees to maintain a commercially reasonable level represents that it has provided Adviser with copies of errors each of the following documents: (i) Sub-Adviser's Form ADV as filed with the Securities Exchange Commission; and omissions or professional liability insurance coverage. G. The (ii) separate lists of persons who Sub-Adviser agrees that neither it, nor any wishes to have authorized to give written and/or oral instructions to Custodians of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with Fund assets for the Portfolio(s), the Trust or the Adviser or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Adviser, except as required by rule, regulation or upon the request of a governmental authorityFund Portfolios. However, the Sub-Adviser may use will furnish Adviser from time to time with copies, properly certified or otherwise authenticated, of all material amendments of or supplements to the performance foregoing, if any. Such amendments or supplements will be provided within 30 days of the Portfolio(s) in its composite performance. Nothing in this Agreement is intended time such materials became available to prevent, or shall be construed as preventing, the Sub-Adviser or its affiliates from using the names of the Portfolio(s), the Trust or the Adviser in any response to a request for information/proposal, and the Sub-Adviser and its affiliates are expressly authorized to include the names of the Portfolio(s), the Trust and the Adviser on a representative client listAdviser. H. The Sub-Adviser is providing commodity interest trading advice to the Adviser with respect to each of the Portfolio(s) in reliance on an exemption from the requirements that it register as a commodity trading advisor (“CTA”) under the CEA. I. The Sub-Adviser agrees to promptly notify the Adviser if any of the above representations, warranties and covenants ceases to be true.

Representations of Sub. ADVISERS Each ADVISER Sub-Adviser represents, warrants is registered with the Securities and covenants as follows: A. The Exchange Commission under the Advisers Act. Sub-Adviser (i) is shall use all commercially reasonable efforts to remain so registered throughout the term of this Agreement and shall notify Adviser immediately if Sub-Adviser ceases to be so registered as an investment adviser adviser. Sub-Adviser: (a) is duly organized and validly existing under the Advisers Act laws of the state of its organization with the power to own and will continue possess its assets and carry on its business as it is now being conducted, (b) has the authority to be so registered for so long as enter into and perform the services contemplated by this Agreement remains in effect; Agreement, (iic) is not prohibited by the Investment Company Act, 1940 Act or the Advisers Act or other law, regulation or order from performing its obligations under the services contemplated by this Agreement; , (iiid) has met, and will continue to seek to continue to meet for so long as the duration of this Agreement remains in effectAgreement, any other applicable federal or state requirements, or and the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform its obligations services under this Agreement; , and (iv) has the power and authority to enter into and perform its obligations under this Agreement; (ve) will promptly notify the Adviser if the Sub-Adviser suffers a material adverse change in its business that would materially impair its ability comply with any duties or responsibilities contained within this Agreement; and (vi) will promptly notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser it from serving as an investment adviser of to an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The 1940 Act. In addition, Sub-Adviser represents that it has provided Adviser with copies of each of the following documents: (i) Sub-Adviser, and any affiliate providing investment advisory services in connection with this Agreement, has adopted a written code of ethics complying 's Form ADV as filed with the requirements Securities Exchange Commission; and (ii) separate lists of Rule 17j-1 under the Investment Company Act and will provide the Adviser and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the Chief Compliance Officer of the persons who Sub-Adviser and wishes to have authorized to give written and/or oral instructions to Custodians of any such affiliate shall certify to Fund assets for the Adviser and the Trust that the Sub-Adviser and any such affiliate have complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Sub-Adviser’s or any such affiliate’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violationPortfolio. Upon the written request of the Adviser, the Sub-Adviser shall permit the Adviser’s employees or agents to examine the reports required to be made by the Sub-Adviser or any such affiliate by Rule 17j-1(c)(2) and, subject to confidentiality obligations (and unless prohibited under applicable law), other appropriate records relating to such reports or violations of the Sub-Adviser’s or such affiliate’s code of ethics. C. The Sub-Adviser will promptly notify furnish Adviser from time to time with copies, properly certified or otherwise authenticated, of all material amendments of or supplements to the Adviser and the Trust, unless prohibited by lawforegoing, if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) or the Trust; provided, however, that routine regulatory examinations not involving the Portfolio(s) or the Trust shall not be required to be reported by this provision. D. The Sub-Adviser has provided the Adviser and the Trust Board with a copy of its current brochure and brochure supplement(s), which as of the date of this Agreement are Parts 2A and 2B of its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments to the Adviser and the Trust Board at least annuallyany. Such amendments shall reflect all changes in or supplements as to items (i) through (ii) will be provided within 30 days of the time such materials became available to Sub-Adviser’s organizational structure, professional staff or other significant developments affecting the Sub-Adviser, as required by the Advisers Act. E. The Sub-Adviser will notify the Adviser and the Trust Board of any changes in the key personnel who are either the portfolio manager(s) of the Portfolio(s) or senior management of the Sub-Adviser, in each case prior to or promptly after such change. F. The Sub-Adviser agrees to maintain a commercially reasonable level of errors and omissions or professional liability insurance coverage. G. The Sub-Adviser agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Portfolio(s), the Trust or the Adviser or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Adviser, except as required by rule, regulation or upon the request of a governmental authority. However, the Sub-Adviser may use the performance of the Portfolio(s) in its composite performance. Nothing in this Agreement is intended to prevent, or shall be construed as preventing, the Sub-Adviser or its affiliates from using the names of the Portfolio(s), the Trust or the Adviser in any response to a request for information/proposal, and the Sub-Adviser and its affiliates are expressly authorized to include the names of the Portfolio(s), the Trust and the Adviser on a representative client list. H. The Sub-Adviser is providing commodity interest trading advice to the Adviser with respect to each of the Portfolio(s) in reliance on an exemption from the requirements that it register as a commodity trading advisor (“CTA”) under the CEA. I. The Sub-Adviser agrees to promptly notify the Adviser if any of the above representations, warranties and covenants ceases to be true.