Common use of Representations of the Adviser Clause in Contracts

Representations of the Adviser. The Adviser represents, warrants and agrees that: A. The Adviser has been duly authorized by the Board of Trustees of the Trust to delegate to the Sub-Adviser the provision of investment services to each Portfolio as contemplated hereby. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Adviser is currently in material compliance and shall at all times continue to materially comply with the requirements imposed upon the Adviser by applicable law and regulations. D. The 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 the services contemplated by this Agreement; (iii) to the best of its knowledge, has met and will seek to continue to meet for so long as this Agreement is 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 the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. The Adviser will also promptly notify the Sub-Adviser 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), provided, however, that routine regulatory examinations shall not be required to be reported by this provision. E. The execution, delivery and performance of this Agreement do not, and will not, conflict with, or result in any violation or default under, any agreement to which Adviser or any of its affiliates are a party.

Representations of the Adviser. The Adviser represents, warrants and agrees thatas follows: A. The Adviser has been duly authorized by the Board of Trustees of the Trust to delegate to the Sub-Adviser the provision of investment services to each Portfolio as contemplated hereby. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Adviser is currently in material compliance and shall at all times continue to materially comply with the requirements imposed upon the Adviser by applicable law and regulations. D. The 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 the services contemplated by this Agreement; (iii) to the best of its knowledge, has met and will seek to continue to meet for so long as this Agreement is 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 the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser Manager of the occurrence of any event that would disqualify the Adviser from serving as an investment manager adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. The Adviser will also promptly notify the Sub-Adviser Portfolio and the Manager 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), Allocated Portion; provided, however, that routine regulatory examinations shall not be required to be reported by this provision. E. B. The executionAdviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Manager and the Board with a copy of such code of ethics, delivery 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 performance as otherwise requested, a Principal of the Adviser shall certify to the Manager that the Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser’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 Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made to the Adviser by Rule 17j-1(c)(1) and all other records relevant to the Adviser’s code of ethics. C. The Adviser has provided the Trust and the Manager with a copy of its Form ADV, which as of the date of this Agreement do notis its Form ADV as most recently filed with the Securities and Exchange Commission and promptly will furnish a copy of all material amendments to the Trust and the Manager at least annually. Such amendments shall reflect all changes in the Adviser’s organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. D. The Adviser will notify the Trust and the Manager of any assignment of this Agreement or change of control of the Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Allocated Portion or senior management of the Adviser, in each case, prior to or promptly after such change. The Adviser agrees to bear all reasonable expenses of the Portfolio, if any, arising out of an assignment or change in control. E. The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it, nor any of its affiliates, will not, conflict with, or result in any violation way refer directly or default underindirectly to is relationship with the Trust, any agreement to which Adviser the Allocated Portion, the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager, except as required by rule, regulation or upon the request of a governmental authority. However, the Adviser may use the performance of the Allocated Portion in its affiliates are a partycomposite performance.

Representations of the Adviser. The Adviser represents, warrants and agrees thatas follows: A. The Adviser has been duly authorized by the Board of Trustees of the Trust to delegate to the Sub-Adviser the provision of investment services to each Portfolio as contemplated hereby. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Adviser is currently in material compliance and shall at all times continue to materially comply with the requirements imposed upon the Adviser by applicable law and regulations. D. The 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 the services contemplated by this Agreement; (iii) to the best of its knowledge, has met and will seek to continue to meet for so long as this Agreement is 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 the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser Manager of the occurrence of any event that would disqualify the Adviser from serving as an investment manager adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. The Adviser will also promptly notify each Portfolio and the Sub-Adviser Manager 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), provided, however, that routine regulatory examinations shall not be required to be reported by this provision. E. B. The executionAdviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and Rule 204A-1 under the Advisers Act and will provide the Manager and the Board with a copy of such code of ethics, delivery 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 performance as otherwise requested, the president, Chief Operating Officer or a vice-president of the Adviser shall certify to the Manager that the 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 Adviser’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 Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made to the Adviser by Rule 17j-1(c)(1) and Rule 204A-1(b) and all other records relevant to the Adviser’s code of ethics. C. The Adviser has provided the Trust and the Manager with a copy of its Form ADV, which as of the date of this Agreement do notis its Form ADV as most recently filed with the SEC and promptly will furnish a copy of all amendments to the Trust and the Manager at least annually. Such amendments shall reflect all changes in the Adviser’s organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. D. The Adviser will notify the Trust and the Manager of any assignment of this Agreement or change of control of the Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio(s) or senior management of the Adviser, in each case prior to or promptly after, such change. The Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of an assignment or change in control. E. The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it, nor any of its affiliates, will not, conflict with, or result knowingly in any violation way refer directly or default underindirectly to its relationship with the Trust, any agreement to which Adviser the Portfolio(s), the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager, except as required by rule, regulation or upon the request of a governmental authority. However, the Adviser may use the performance of the Portfolio in its affiliates are a partycomposite performance.

Representations of the Adviser. The Adviser represents, warrants and agrees that: A. The Adviser has been duly authorized by the Board of Trustees Directors of the Trust Company to delegate to the Sub-Adviser the provision of investment services to each Portfolio Fund as contemplated hereby. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Adviser is currently in material compliance and shall at all times continue to materially comply with the requirements imposed upon the Adviser by applicable law and regulations. D. The 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 the services contemplated by this Agreement; (iii) to the best of its knowledge, has met and will seek to continue to meet for so long as this Agreement is 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 the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. The Adviser will also promptly notify the Sub-Adviser 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(sFund(s), provided, however, that routine regulatory examinations shall not be required to be reported by this provision. E. The execution, delivery and performance of this Agreement do not, and will not, conflict with, or result in any violation or default under, any agreement to which Adviser or any of its affiliates are a party.

Representations of the Adviser. The Adviser represents, warrants and agrees thatas follows: A. The Adviser has been duly authorized by the Board of Trustees of the Trust to delegate to the Sub-Adviser the provision of investment services to each Portfolio as contemplated hereby. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Adviser is currently in material compliance and shall at all times continue to materially comply with the requirements imposed upon the Adviser by applicable law and regulations. D. (a) The 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 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) to the best of its knowledge, has met and will seek to continue to meet meet, for so long as this Agreement is 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 the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser Company of the occurrence of any event that would substantially impair the Adviser's ability to fulfill its commitment under this Agreement or disqualify the Adviser from serving as an investment manager adviser of an investment company pursuant to Section 9(a) of the Investment Company 1940 Act or otherwise. The Adviser will also promptly notify the Sub-Adviser each Fund 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, government agency, self regulatory organization, public board or body, involving the affairs of the Portfolio(s)Funds or the Adviser, provided, however, that routine regulatory examinations shall will not be required to be reported by this provision. E. (b) The executionAdviser has adopted a written code of ethics complying with the requirements of Rule l 7j-l under the 1940 Act and Rule 204A-1 under the Advisers Act and will provide the Board with a copy of such code of ethics, delivery 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 performance as otherwise requested, the president, chief operating officer or a vice-president of the Adviser will certify to the Company that the Adviser has complied with the requirements of Rule 17j-l and Rule 204A-1 during the previous year and that there has been no material violation of the Adviser'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 Company, the Adviser will permit the Company to examine the reports required to be made to the Adviser by Rule 17j- 1(c)(1) and Rule 204A-l(b) and all other records relevant to the Adviser's code of ethics but only to the extent such reports and/or records relate to the provision of services hereunder. (c) The Adviser has adopted and implemented and will maintain (a) in accordance with Rule 206(4)-7 under the Advisers Act, policies and procedures reasonably designed to prevent violation by the Adviser and its supervised persons (as such term is defined by the Advisers Act) of the Advisers Act and the rules thereunder; and (b) to the extent that the Adviser's activities or services could affect the Fund(s), policies and procedures reasonably designed to prevent violation of the federal securities laws (as such term is defined in Rule 38a-l under the 1940 Act) by the Fund(s) and the Adviser (such policies and procedures being the “Compliance Program”). The Adviser has provided the Company with a copy of its Compliance Program and promptly will furnish a copy of all amendments to the Compliance Program at least annually. (d) The Adviser has provided the Company with a copy of its Form ADV, which as of the date of this Agreement do notis its Form ADV as most recently filed with the SEC and promptly will furnish a copy of all amendments to the Company at least annually. Such amendments will reflect those changes in the Adviser's organizational structure, professional staff or other significant developments affecting the Adviser, which are required by the Advisers Act. (e) The Adviser will notify the Company of any assignment of this Agreement or change of control of the Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Fund(s) or senior management of the Adviser, in each case prior to or promptly after, such change. The Adviser agrees to bear all reasonable expenses of the Company, if any, arising out of an assignment or change in control. (f) The Adviser will not, conflict with, or result notify the Company immediately upon detection of (a) any material failure to manage the Fund(s) in any violation or default under, any agreement to which Adviser accordance with the Fund(s)' stated investment objectives and policies or any applicable law; (b) any material breach of any of the Fund(s)' or the Adviser's policies, guidelines or procedures (including the Compliance Program); or (c) any pending or threatened regulatory action, investigation, lawsuit or other proceeding relating to the Adviser's management of the Fund(s) and/or that could reasonably be expected to have a material impact on the Adviser's ability to conduct its affiliates are a partybusiness. Following the occurrence of any event set forth in this paragraph, the Adviser agrees to cooperate with and provide reasonable assistance to personnel of the Company (including the chief compliance officer of the Adviser and/or the Company) or their designees in connection with any efforts to remedy or respond to such event. (g) The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. (h) The Adviser will promptly provide all other information and documentation reasonably requested by the Company or the Board.

Representations of the Adviser. The Adviser represents, warrants and agrees thatas follows: A. The Adviser has been duly authorized by the Board of Trustees of the Trust to delegate to the Sub-Adviser the provision of investment services to each Portfolio as contemplated hereby. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Adviser is currently in material compliance and shall at all times continue to materially comply with the requirements imposed upon the Adviser by applicable law and regulations. D. (a) The 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 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) to the best of its knowledge, has met and will seek to continue to meet meet, for so long as this Agreement is 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 the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser Company of the occurrence of any event that would substantially impair the Adviser’s ability to fulfill its commitment under this Agreement or disqualify the Adviser from serving as an investment manager adviser of an investment company pursuant to Section 9(a) of the Investment Company 1940 Act or otherwise. The Adviser will also promptly notify the Sub-Adviser each Fund 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, government agency, self regulatory organization, public board or body, involving the affairs of the Portfolio(s)Funds or the Adviser, provided, however, that routine regulatory examinations shall will not be required to be reported by this provision. E. (b) The executionAdviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and will provide the Board with a copy of such code of ethics, delivery 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 performance as otherwise requested, the president, chief operating officer or a vice-president of the Adviser will certify to the Company that the 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 Adviser’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 Company, the Adviser will permit the Company to examine the reports required to be made to the Adviser by Rule 17j-1(c)(1) and Rule 204A-1(b) and all other records relevant to the Adviser’s code of ethics but only to the extent such reports and/or records relate to the provision of services hereunder. (c) The Adviser has adopted and implemented and will maintain (a) in accordance with Rule 206(4)-7 under the Advisers Act, policies and procedures reasonably designed to prevent violation by the Adviser and its supervised persons (as such term is defined by the Advisers Act) of the Advisers Act and the rules thereunder; and (b) to the extent that the Adviser’s activities or services could affect the Fund(s), policies and procedures reasonably designed to prevent violation of the federal securities laws (as such term is defined in Rule 38a-1 under the ▇▇▇▇ ▇▇▇) by the Fund(s) and the Adviser (such policies and procedures being the “Compliance Program”). The Adviser has provided the Company with a copy of its Compliance Program and promptly will furnish a copy of all amendments to the Compliance Program at least annually. (d) The Adviser has provided the Company with a copy of its Form ADV, which as of the date of this Agreement do notis its Form ADV as most recently filed with the SEC and promptly will furnish a copy of all amendments to the Company at least annually. Such amendments will reflect those changes in the Adviser’s organizational structure, professional staff or other significant developments affecting the Adviser, which are required by the Advisers Act. (e) The Adviser will notify the Company of any assignment of this Agreement or change of control of the Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Fund(s) or senior management of the Adviser, in each case prior to or promptly after, such change. The Adviser agrees to bear all reasonable expenses of the Company, if any, arising out of an assignment or change in control. (f) The Adviser will not, conflict with, or result notify the Company immediately upon detection of (a) any material failure to manage the Fund(s) in any violation or default under, any agreement to which Adviser accordance with the Fund(s)’ stated investment objectives and policies or any applicable law; (b) any material breach of any of the Fund(s)’ or the Adviser’s policies, guidelines or procedures (including the Compliance Program); or (c) any pending or threatened regulatory action, investigation, lawsuit or other proceeding relating to the Adviser’s management of the Fund(s) and/or that could reasonably be expected to have a material impact on the Adviser’s ability to conduct its affiliates are a partybusiness. Following the occurrence of any event set forth in this paragraph, the Adviser agrees to cooperate with and provide reasonable assistance to personnel of the Company (including the chief compliance officer of the Adviser and/or the Company) or their designees in connection with any efforts to remedy or respond to such event. (g) The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. (h) The Adviser will promptly provide all other information and documentation reasonably requested by the Company or the Board.

Representations of the Adviser. The Adviser represents, warrants and agrees thatas follows: A. The Adviser has been duly authorized by the Board of Trustees of the Trust to delegate to the Sub-Adviser the provision of investment services to each Portfolio as contemplated hereby. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Adviser is currently in material compliance and shall at all times continue to materially comply with the requirements imposed upon the Adviser by applicable law and regulations. D. The 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 the services contemplated by this Agreement; (iii) to the best of its knowledge, has met and will seek to continue to meet for so long as this Agreement is 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 the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser Manager of the occurrence of any event that would disqualify the Adviser from serving as an investment manager adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. The Adviser will also promptly notify the Sub-Adviser Portfolio and the Manager 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), Allocated Portion; provided, however, that routine regulatory examinations shall not be required to be reported by this provision. E. B. The executionAdviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Manager and the Board with a copy of such code of ethics, delivery 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 performance as otherwise requested, a Principal of the Adviser shall certify to the Manager that the Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the reasonable written notice of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made to the Adviser by Rule 17j-1(c)(1) and all other records directly related to the Adviser’s code of ethics, subject to any legal or contractual regulatory restrictions. C. The Adviser has provided the Trust and the Manager with a copy of its Form ADV, which as of the date of this Agreement do notis its Form ADV as most recently filed with the Securities and Exchange Commission and promptly will furnish a copy of all material amendments to the Trust and the Manager at least annually. Such amendments shall reflect all changes in the Adviser’s organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. D. The Adviser will notify the Trust and the Manager of any assignment of this Agreement or change of control of the Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Allocated Portion or senior management of the Adviser, in each case, prior to or promptly after such change. The Adviser agrees to bear all reasonable expenses of the Portfolio, if any, arising out of an assignment or change in control. E. The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it, nor any of its affiliates, will not, conflict with, or result in any violation way refer directly or default underindirectly to is relationship with the Trust, any agreement to which Adviser the Allocated Portion, the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager, except as required by rule, regulation or upon the request of a governmental authority. However, the Adviser may use the performance of the Allocated Portion in its affiliates are a partycomposite performance.

Representations of the Adviser. The Adviser represents, warrants and agrees that: A. The Adviser has been duly authorized by the Board of Trustees of the Trust to delegate to the Sub-Adviser the provision of investment services to each Portfolio Fund as contemplated hereby. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Adviser is currently in material compliance and shall at all times continue to materially comply with the requirements imposed upon the Adviser by applicable law and regulations. D. The 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 the services contemplated by this Agreement; (iii) to the best of its knowledge, has met and will seek to continue to meet for so long as this Agreement is 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 the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. The Adviser will also promptly notify the Sub-Adviser 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(sFund(s), provided, however, that routine regulatory examinations shall not be required to be reported by this provision. E. The execution, delivery and performance of this Agreement do not, and will not, conflict with, or result in any violation or default under, any agreement to which Adviser or any of its affiliates are a party.

Representations of the Adviser. The Adviser represents, warrants and agrees that: A. The Adviser has been duly authorized by the Board of Trustees Managers of the Trust Fund to delegate to the Sub-Adviser the provision of investment services to each Portfolio the Fund as contemplated hereby. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Adviser is currently in material compliance and shall at all times continue to materially comply with the requirements imposed upon the Adviser by applicable law and regulations. D. The 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 the services contemplated by this Agreement; (iii) to the best of its knowledge, has met and will seek to continue to meet for so long as this Agreement is 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 the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. The Adviser will also promptly notify the Sub-Adviser 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)Fund, provided, however, that routine regulatory examinations shall not be required to be reported by this provision. E. The execution, delivery and performance of this Agreement do not, and will not, conflict with, or result in any violation or default under, any agreement to which Adviser or any of its affiliates Affiliates are a party.

Representations of the Adviser. The Adviser represents, warrants and agrees that: A. The Adviser has been duly authorized by the Board of Trustees Directors of the Trust Company to delegate to the Sub-Adviser the provision of investment services to each Portfolio the Fund as contemplated hereby. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Adviser is currently in material compliance and shall at all times continue to materially comply with the requirements imposed upon the Adviser by applicable law and regulations. D. The 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 the services contemplated by this Agreement; (iii) to the best of its knowledge, has met and will seek to continue to meet for so long as this Agreement is 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 the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. The Adviser will also promptly notify the Sub-Adviser 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), provided, however, that routine regulatory examinations shall not be required to be reported by this provisionFund. E. The execution, delivery and performance of this Agreement do not, and will not, conflict with, or result in any violation or default under, any agreement to which Adviser or any of its affiliates are a party.

Representations of the Adviser. a. The Adviser represents, warrants and agrees thaton a continuing basis the following: A. 1. it has the authority to enter into this Agreement, and that it has taken all steps necessary to appoint the Subadviser to perform the services envisaged in this Agreement; 2. it is duly authorized and empowered to perform its duties and obligations hereunder and that the terms of this Agreement do not constitute a breach of any obligations by which the Adviser is bound whether arising by contract, operation of law or otherwise; 3. as a condition of the provision of services by the Subadviser hereunder, it will provide to the Subadviser such documents as it may require as evidence of the Adviser’s authority to enter into this Agreement, and will forthwith advise the Subadviser of any variation of or supplements to such documents relevant to the authority of the Adviser to enter into this Agreement; 4. it will notify the Subadviser promptly if there is any change to the investment policies of the Portfolio and will provide such other relevant information as the Subadviser may from time to time reasonably require in order to fulfill its legal, regulatory and contractual obligations relating to fulfilling its obligations under this Agreement. The Adviser acknowledges that a failure to provide such information may adversely affect the quality of the services that the Subadviser may provide; 5. it has been duly authorized delivered to Subadviser a true and complete copy of the Portfolios’ prospectus and statement of additional information as well as all applicable procedures adopted by the Board of the Trustees of the Trust and will promptly provide the Subadviser with amendments to delegate these documents; 6. except as Subadviser has been informed in writing to the Sub-Adviser contrary and except as otherwise provided in the provision Portfolios’ prospectus and statement of additional information and any of the Trust policies that have been provided to the Subadviser, there are no restrictions which would prevent or limit investment services of assets of the Portfolios in any manner whatsoever and that if any such restriction should be effected, Subadviser shall be promptly informed in writing as to the nature and extent of any such restriction; and 7. The Subadviser is responsible for ensuring that each Portfolio as contemplated hereby. B. The Adviser has adopted a written code complies with all applicable investment restrictions set forth in (a) each Portfolio’s prospectus and statement of ethics complying with additional information, (b) any Trust procedures that are provided to the requirements of Rule 17j-1 under Subadviser and (c) in all applicable laws and regulations, including without limitation, the Investment Company Act of 1940 and will provide the Sub-Adviser with a copy of such code of ethics. C. Internal Revenue Code. The Adviser is currently responsible for compliance with any applicable investment restrictions that apply to all Trust portfolios in material compliance and shall at all times continue to materially comply with the requirements imposed upon the Adviser by applicable law and regulationsaggregate. D. b. The Adviser (i) Subadviser represents, warrants and agrees on a continuing basis the following: 1. it is duly registered as an investment adviser under the Investment 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 the services contemplated by this Agreement; (iii) to the best of its knowledge, has met and will seek to continue to meet for so long as this Agreement is 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 the services contemplated by this Agreement; (iv) 1940; 2. it has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise; 3. The Adviser will also promptly notify the Sub-Adviser 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 duly authorized and empowered to perform its duties and obligations hereunder and that the affairs of the Portfolio(s), provided, however, that routine regulatory examinations shall not be required to be reported by this provision. E. The execution, delivery and performance terms of this Agreement do notnot constitute a breach of any obligations by which the Subadviser is bound whether arising by contract, and will not, conflict with, operation of law or result in any violation or default under, any agreement to which Adviser or any of its affiliates are a partyotherwise.

Representations of the Adviser. The Adviser represents, warrants and agrees that: A. The Adviser has been duly authorized by the Board of Trustees of the Trust Company to delegate to the Sub-Adviser the provision of investment services to each Portfolio Fund as contemplated hereby. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Adviser is currently in material compliance and shall at all times continue to materially comply with the requirements imposed upon the Adviser by applicable law and regulations. D. The 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 the services contemplated by this Agreement; (iii) to the best of its knowledge, has met and will seek to continue to meet for so long as this Agreement is 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 the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. The Adviser will also promptly notify the Sub-Adviser 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(sFund(s), provided, however, that routine regulatory examinations shall not be required to be reported by this provision. E. The execution, delivery and performance of this Agreement do not, and will not, conflict with, or result in any violation or default under, any agreement to which Adviser or any of its affiliates are a party.

Representations of the Adviser. The Adviser represents, warrants and agrees thatas follows: A. (1) The Adviser has been duly authorized by the Board of Trustees of the Trust to delegate to the Sub-Adviser the provision of investment services to each Portfolio the Funds as contemplated hereby. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Adviser is currently in material compliance and shall at all times continue to materially comply with the requirements imposed upon the Adviser by applicable law and regulations. D. this Agreement; (2) The 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 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) to the best of its knowledgehas met, has met and will seek to continue to meet for so long as this Agreement is remains in effect, any other all 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 the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as an investment manager adviser of an any investment company pursuant to Section 9(a) of the Investment Company 1940 Act or otherwise; and (3) the Fund (and the Adviser with respect to the Fund) is excluded from the definition of a commodity pool operator under CFTC Rule 4.5. In order to ensure compliance with the requirements of Rule 4.5, the Adviser promises that: (1) the Fund will not be, and has not been, marketing participations to the public as or in a commodity pool or otherwise as or in a vehicle for trading in the commodity futures, commodity options, or swaps markets (as these terms are used by Rule 4.5 and interpreted by the CFTC); (2) the Adviser will make and maintain all filings required by Rule 4.5; and (3) the Adviser will take all other actions required to qualify for the exclusion provided by Rule 4.5 for the Funds, other than as provided by Section 2(b) below. The Adviser will also promptly notify furnish the Sub-Adviser if it is served or otherwise receives with a copy of the notice of any actioneligibility filed pursuant to Rule 4.5(c) with respect to such exclusion, suitor, proceedingif more recent, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs most recent annual notice affirming the basis of the Portfolio(ssuch eligibility that has been filed pursuant to Rule 4.5(c)(5), provided, however, that routine regulatory examinations shall not be required and any other documentation or assurances the Sub-Adviser may reasonably request with respect to be reported by this provisionthe Fund’s reliance on Rule 4.5. E. The execution, delivery and performance of this Agreement do not, and will not, conflict with, or result in any violation or default under, any agreement to which Adviser or any of its affiliates are a party.

Representations of the Adviser. The Adviser represents, warrants and agrees thatas follows: A. The Adviser has been duly authorized by the Board of Trustees of the Trust to delegate to the Sub-Adviser the provision of investment services to each Portfolio as contemplated hereby. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Adviser is currently in material compliance and shall at all times continue to materially comply with the requirements imposed upon the Adviser by applicable law and regulations. D. The 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 the services contemplated by this Agreement; (iii) to the best of its knowledge, has met and will seek to continue to meet for so long as this Agreement is 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 the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser Manager of the occurrence of any event that would disqualify the Adviser from serving as an investment manager adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. The Adviser will also promptly notify the Sub-Adviser Portfolio and the Manager 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)Portfolio, provided, however, that routine regulatory examinations shall not be required to be reported by this provision. E. B. The executionAdviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and Rule 204A-1 under the Advisers Act and will provide the Manager and the Board with a copy of such code of ethics, delivery 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 performance as otherwise requested, the compliance officer of the Adviser shall certify to the Manager that the 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 Adviser’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 Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made to the Adviser by Rule 17j-1(c)(1) and Rule 204A-1(b) and all other records relevant to the Adviser’s code of ethics. C. The Adviser has provided the Trust and the Manager with a copy of its Form ADV, Part II which as of the date of this Agreement do notis its Form ADV as most recently filed with the SEC and promptly will furnish a copy of all amendments to the Trust and the Manager at least annually. Such amendments shall reflect all changes in the Adviser’s organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. D. The Adviser will notify the Trust and the Manager of any assignment of this Agreement or change of control of the Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio or senior management of the Adviser, in each case prior to or promptly after, such change. The Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of an assignment or change in control. E. The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it, nor any of its affiliates, will not, conflict with, or result knowingly in any violation way refer directly or default underindirectly to its relationship with the Trust, any agreement to which Adviser the Portfolio, the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager, except as required by rule, regulation or upon the request of a governmental authority. However, the Adviser may use the performance of the Portfolio in its affiliates are a partycomposite performance.

Representations of the Adviser. The Investment Adviser represents, warrants and agrees that: A. The Investment Adviser has been duly authorized by the Board of Trustees of the Trust to delegate to the Sub-Adviser the provision of investment services to each Portfolio Fund as contemplated hereby. B. The Investment Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company 1940 Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Investment Adviser is currently in material compliance and shall at all times continue to materially comply with the requirements imposed upon the Investment Adviser by applicable law and regulations. D. The Investment 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 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) to the best of its knowledge, has met and will seek to continue to meet for so long as this Agreement is 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 the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Investment Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the Investment Company 1940 Act or otherwise. The Investment Adviser will also promptly notify the Sub-Adviser 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), Fund(s) provided, however, that routine regulatory examinations shall not be required to be reported by this provision. E. The execution, delivery and performance of this Agreement do not, and will not, conflict with, or result in any violation or default under, any agreement to which Adviser or any of its affiliates are a party.

Representations of the Adviser. The Adviser represents, warrants and agrees thatas follows: A. (1) The Adviser has been duly authorized by the Board of Trustees of the Trust to delegate to the Sub-Adviser the provision of investment services to each Portfolio the Funds as contemplated hereby. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Adviser is currently in material compliance and shall at all times continue to materially comply with the requirements imposed upon the Adviser by applicable law and regulations. D. this Agreement; (2) The 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 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) to the best of its knowledgehas met, has met and will seek to continue to meet for so long as this Agreement is remains in effect, any other all 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 the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as an investment manager adviser of an any investment company pursuant to Section 9(a) of the Investment Company 1940 Act or otherwise; and (3) the Fund (and the Adviser with respect to the Fund) is excluded from the definition of a commodity pool operator under CFTC Rule 4.5. In order to ensure compliance with the requirements of Rule 4.5, the Adviser promises that: (1) the Fund will not be, and has not been, marketing participations to the public as or in a commodity pool or otherwise as or in a vehicle for trading in the commodity futures, commodity options, or swaps markets (as these terms are used by Rule 4.5 and interpreted by the CFTC); (2) the Adviser will make and maintain all filings required by Rule 4.5; and (3) the Adviser will take all other actions required to qualify for the exclusion provided by Rule 4.5 for the Funds, other than as provide by Section 2(b) below. The Adviser will also promptly notify furnish the Sub-Adviser if it is served or otherwise receives with a copy of the notice of any actioneligibility filed pursuant to Rule 4.5(c) with respect to such exclusion, suitor, proceedingif more recent, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs most recent annual notice affirming the basis of the Portfolio(ssuch eligibility that has been filed pursuant to Rule 4.5(c)(5), provided, however, that routine regulatory examinations shall not be required and any other documentation or assurances the Sub-Adviser may reasonably request with respect to be reported by this provisionthe Fund’s reliance on Rule 4.5. E. The execution, delivery and performance of this Agreement do not, and will not, conflict with, or result in any violation or default under, any agreement to which Adviser or any of its affiliates are a party.

Representations of the Adviser. The Adviser represents, warrants and agrees thatfurther covenants as follows: A. The Adviser a. It is duly organized, validly existing, and in good standing as a corporation under the laws of the State of North Carolina, and is qualified in each jurisdiction in which failure to be so qualified would reasonably be expected to have a material adverse effect upon it. b. It has full power and authority to enter into this Agreement and to perform its obligations under this Agreement. c. This Agreement has been duly authorized and validly authorized, executed, and delivered by the Board of Trustees of Adviser and is enforceable against the Trust to delegate to the Sub-Adviser the provision of investment services to each Portfolio as contemplated herebyin accordance with its terms. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Adviser is currently in material compliance and shall at all times continue to materially comply with the requirements imposed upon the Adviser by applicable law and regulations. D. d. The 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 and the Adviser’s investment advisory agreement with the Fund remain 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 the services contemplated by this Agreement; the Adviser’s investment advisory agreement with the Fund, (iii) has appointed a Chief Compliance Officer under Rule 206(4)-7 under the Advisers Act, (iv) has adopted written policies and procedures that are reasonably designed to prevent violations of the best of its knowledgeAdvisers Act from occurring, detect violations that have occurred, and correct promptly any violations that have occurred, (v) has materially met and will seek to continue to materially meet for so long as this Agreement is 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 the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; agency, and (vvi) will promptly notify the Sub-Adviser adviser of the occurrence of any event that would disqualify the Adviser from serving as an investment manager adviser of an a registered investment company pursuant to Section 9(a) of the Investment Company Act or otherwise1940 Act. The Adviser will also promptly notify report quarterly to the Sub-Adviser if it is served Adviser, in reasonable detail, any material violations of law related to the Fund and the action taken in response to such violations. e. To the best of its knowledge, there are no material pending or otherwise receives notice of any actionthreatened in writing actions, suitsuits, proceedingproceedings, inquiry or investigation, at law or in equity, investigations before or by any court, public board governmental, administrative, or self-regulatory body, involving the affairs board of the Portfolio(s)trade, provided, however, that routine regulatory examinations shall not be required to be reported by this provision. E. The execution, delivery and performance of this Agreement do not, and will not, conflict withexchange, or result in any violation or default under, any agreement arbitration panel to which Adviser it or any of its affiliates, is a party or to which it or any of its affiliates or assets are subject, nor has it or any of its affiliates received any notice of an investigation, inquiry, or dispute by any court, governmental, administrative, or self-regulatory body, board of trade, exchange, or arbitration panel regarding any of their respective activities which might reasonably be expected to result in a partymaterial adverse change in the Adviser’s condition (financial or otherwise), business, or prospects or which might reasonably be expected to impair the Adviser’s ability to discharge its obligations under this Agreement or the Adviser’s investment management agreement with the Fund. f. It has all governmental, regulatory, self-regulatory, and exchange licenses, registrations, memberships, and approvals required to act as investment adviser to the Fund and it will obtain and maintain any such required licenses, registrations, memberships, and approvals. g. The information provided by the Adviser to the Sub-adviser in writing relating to services its provides to the Fund shall not, to the knowledge of the Adviser, contain an untrue statement of a material fact or omit to state a material fact necessary to make the information not misleading. h. If, at any time during the term of this Agreement, it discovers any fact or omission, or any event or change of circumstances has occurred, which would make any of its representations and warranties herein inaccurate or incomplete in any material respect, it will provide prompt written notification to the Sub-adviser of such fact, omission, event, or change of circumstance, and the facts related thereto, and it is agreed that the failure to provide such notification of the failure to continue to be in compliance with the foregoing representations and warranties shall be deemed a material breach of this Agreement. i. The Adviser understands that the investments recommended by the Sub-Adviser for the Fund may not be profitable and it is possible that losses incurred with respect to such investments, individually or collectively, may be significant or complete.

Representations of the Adviser. The Adviser represents, warrants and agrees thatas follows: A. The Adviser has been duly authorized by the Board of Trustees of the Trust to delegate to the Sub-Adviser the provision of investment services to each Portfolio as contemplated hereby. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Adviser is currently in material compliance and shall at all times continue to materially comply with the requirements imposed upon the Adviser by applicable law and regulations. D. (a) The 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 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) to the best of its knowledge, has met and will seek to continue to meet meet, for so long as this Agreement is 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 the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser Company of the occurrence of any event that would substantially impair the Adviser's ability to fulfill its commitment under this Agreement or disqualify the Adviser from serving as an investment manager adviser of an investment company pursuant to Section 9(a) of the Investment Company 1940 Act or otherwise. The Adviser will also promptly notify the Sub-Adviser each Fund 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, government agency, self regulatory organization, public board or body, involving the affairs of the Portfolio(s)Funds or the Adviser, provided, however, that routine regulatory examinations shall will not be required to be reported by this provision. E. (b) The executionAdviser has adopted a written code of ethics complying with the requirements of Rule l 7j-l under the 1940 Act and Rule 204A-1 under the Advisers Act and will provide the Board with a copy of such code of ethics, delivery 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 performance as otherwise requested, the president, chief operating officer or a vice-president of the Adviser will certify to the Company that the Adviser has complied with the requirements of Rule 17j-l and Rule 204A-1 during the previous year and that there has been no material violation of the Adviser'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 Company, the Adviser will permit the Company to examine the reports required to be made to the Adviser by Rule 17j- 1(c)(1) and Rule 204A-l(b) and all other records relevant to the Adviser's code of ethics but only to the extent such reports and/or records relate to the provision of services hereunder. (c) The Adviser has adopted and implemented and will maintain (a) in accordance with Rule 206(4)-7 under the Advisers Act, policies and procedures reasonably designed to prevent violation by the Adviser and its supervised persons (as such term is defined by the Advisers Act) of the Advisers Act and the rules thereunder; and (b) to the extent that the Adviser's activities or services could affect the Fund(s), policies and procedures reasonably designed to prevent violation of the federal securities laws (as such term is defined in Rule 38a-l under the 1940 Act) by the Fund(s) and the Adviser (such policies and procedures being the “Compliance Program”). The Adviser has provided the Company with a copy of its Compliance Program and promptly will furnish a copy of all amendments to the Compliance Program at least annually. (d) The Adviser has provided the Company with a copy of its Form ADV, which as of the date of this Agreement do notis its Form ADV as most recently filed with the SEC and promptly will furnish a copy of all amendments to the Company at least annually. Such amendments will reflect those changes in the Adviser's organizational structure, professional staff or other significant developments affecting the Adviser, which are required by the Advisers Act. (e) The Adviser will notify the Company of any assignment of this Agreement or change of control of the Adviser, as applicable, and will notany changes in the key personnel who are either the portfolio manager(s) of the Fund(s) or senior management of the Adviser, conflict within each case prior to or promptly after, such change. The Adviser agrees to bear all reasonable expenses of the Company, if any, arising out of an assignment or result change in any violation or default under, any agreement to which Adviser or any of its affiliates are a partycontrol.

Representations of the Adviser. The Adviser represents, warrants and agrees that: A. (a) The Adviser has been duly authorized by the Board of Trustees of the Trust to delegate to the Sub-Adviser the provision of investment services to each Portfolio Fund as contemplated hereby. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. (b) The Adviser is currently in material compliance properly incorporated, and shall at all times continue has authority to materially comply with enter into and perform the requirements imposed upon the Adviser services contemplated by applicable law and regulationsthis Agreement. D. The (c) Without limiting paragraph 5(b), the 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 lawApplicable Laws, regulation or order from performing the services contemplated by this Agreement; (iii) to the best of its knowledge, has met and will seek to continue to meet for so long as this Agreement is in effect, any other applicable federal or state requirementsApplicable Laws, or the applicable requirements of any regulatory or industry self-regulatory agency organization necessary to be met in order to perform the services contemplated by this Agreement; and (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. The Adviser will also promptly notify the Sub-Adviser 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, regulatory agency, involving the affairs of the Portfolio(sFund(s), provided, however, that routine regulatory examinations shall not be required to be reported by this provision. The Adviser will undertake to notify the Sub-Adviser of any material change to the representations, warranties and agreements provided herein within a reasonable time after such change. E. The execution, delivery and performance of this Agreement do not, and will not, conflict with, or result in any violation or default under, any agreement to which Adviser or any of its affiliates are a party.

Representations of the Adviser. The Adviser represents, warrants and agrees that: A. The Adviser has been duly authorized by the Board of Trustees of the Trust to delegate to the Sub-Sub- Adviser the provision of investment services to each Portfolio Fund as contemplated hereby. B. The Adviser Trust has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Adviser is currently in material compliance and shall at all times continue to materially comply with the requirements imposed upon the Adviser by applicable law and regulations. D. The 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 the services contemplated by this Agreement; (iii) to the best of its knowledge, has met and will seek to continue to meet for so long as this Agreement is 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 the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as investment manager adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. . D. The Adviser will also promptly notify the acknowledges receipt of Sub-Adviser if it is served or otherwise receives notice of any actionAdviser’s Form ADV Part 2A at least 48 hours prior to entering into this Agreement, suit, proceeding, inquiry or investigation, at law or in equity, before or as required by any court, public board or body, involving Rule 204-3 under the affairs of the Portfolio(s), provided, however, that routine regulatory examinations shall not be required to be reported by this provisionAdvisers Act. E. The execution, delivery and performance of this Agreement do not, and will not, conflict with, or result in any violation or default under, any agreement to which Adviser or any of its affiliates are a party.

Representations of the Adviser. The Adviser represents, warrants and agrees thatas follows: A. The Adviser has been duly authorized by the Board of Trustees of the Trust to delegate to the Sub-Adviser the provision of investment services to each Portfolio as contemplated hereby. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Adviser is currently in material compliance and shall at all times continue to materially comply with the requirements imposed upon the Adviser by applicable law and regulations. D. The 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 the services contemplated by this Agreement; (iii) to the best of its knowledge, has met and will seek to continue to meet for so long as this Agreement is 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 the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser Manager of the occurrence of any event that would disqualify the Adviser from serving as an investment manager adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. The Adviser will also promptly notify the Sub-Adviser Portfolio and the Manager 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), Allocated Portion; provided, however, that routine regulatory examinations shall not be required to be reported by this provision. E. B. The executionAdviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Manager and the Board with a copy of such code of ethics, delivery 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 performance as otherwise requested, a Managing Director of the Adviser shall certify to the Manager that the Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser’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 Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made to the Adviser by Rule 17j-1(c)(1) and all other records relevant to the Adviser’s code of ethics. C. The Adviser has provided the Trust and the Manager with a copy of its Form ADV, which as of the date of this Agreement do notis its Form ADV as most recently filed with the Securities and Exchange Commission and promptly will furnish a copy of all material amendments to the Trust and the Manager at least annually. Such amendments shall reflect all changes in the Adviser’s organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. D. The Adviser will notify the Trust and the Manager of any assignment of this Agreement or change of control of the Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Allocated Portion or senior management of the Adviser, in each case, prior to or promptly after such change. The Adviser agrees to bear all reasonable expenses of the Portfolio, if any, arising out of an assignment or change in control. E. The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it, nor any of its affiliates, will not, conflict with, or result in any violation way refer directly or default underindirectly to is relationship with the Trust, any agreement to which Adviser the Allocated Portion, the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager, except as required by rule, regulation or upon the request of a governmental authority. However, the Adviser may use the performance of the Allocated Portion in its affiliates are a partycomposite performance.

Representations of the Adviser. The Adviser represents, warrants warrants, and agrees that: A. The Adviser has been duly authorized by the Board of Trustees of the Trust to delegate to the Sub-Adviser the provision of services with respect to the Fund and the investment services to each Portfolio and reinvestment of the Assets of the Fund as contemplated hereby. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 17j‑1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Adviser is currently in material compliance and shall at all times continue to materially comply with the requirements imposed upon the Adviser by applicable law and regulations. D. The 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 Act, or other law, regulation regulation, or order from performing the services contemplated by this Agreement; , (iii) to the best of its knowledge, has met and will seek to continue to meet for so long as this Agreement is 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 the services contemplated by this Agreement; , (iv) has the full power and authority to enter into and perform the services contemplated by this Agreement; , and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. . D. The Adviser consents to each Fund being treated as an exempt account under Rule 4.5 of the U.S. Commodity Futures Trading Commission (the “CFTC”); E. The Adviser is not registered with the National Futures Association as a commodity pool operator or commodity trading adviser because it does not engage in any activities requiring such registration; F. The execution, delivery and performance by the Adviser and the Funds of this Agreement have been duly authorized by all necessary action on the part of the Adviser and the Board (including full authority to bind the Funds to the terms of this Agreement); and G. The Adviser will also promptly notify the Sub-Adviser 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), provided, however, that routine regulatory examinations shall not be required to be reported by above representations in this provisionSection are no longer true and accurate. E. The execution, delivery and performance of this Agreement do not, and will not, conflict with, or result in any violation or default under, any agreement to which Adviser or any of its affiliates are a party.

Representations of the Adviser. The Adviser represents, warrants and agrees that: A. The Adviser has been duly authorized by the Board of Trustees of the Trust to delegate to the Sub-Adviser the provision of investment services to each Portfolio the Fund as contemplated hereby. B. The Adviser has and the Fund have adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Adviser is currently in material compliance and shall at all times continue to materially comply with the requirements imposed upon the Adviser by applicable law and regulations. D. The 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 the services contemplated by this Agreement; (iii) to the best of its knowledge, has met and will seek to continue to meet for so long as this Agreement is 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 the services contemplated by this Agreement; and (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. The Adviser will also promptly notify the Sub-Adviser 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)Fund or a feeder fund, provided, however, that routine regulatory examinations shall not be required to be reported by this provision. E. The execution, delivery and performance of this Agreement do not, and will not, conflict with, or result in any violation or default under, any agreement to which Adviser or any of its affiliates officers, directors, partners, members or employees (its “Affiliates”) are a party.

Representations of the Adviser. The Adviser represents, warrants warrants, and agrees that: A. The Adviser has been duly authorized by the Board of Trustees of the Trust to delegate to the Sub-Adviser Sub‑Adviser the provision of services with respect to the Fund and the investment services to each Portfolio and reinvestment of the Assets of the Fund as contemplated hereby. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 17j‑1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Adviser is currently in material compliance and shall at all times continue to materially comply with the requirements imposed upon the Adviser by applicable law and regulations. D. The 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 Act, or other law, regulation regulation, or order from performing the services contemplated by this Agreement; , (iii) to the best of its knowledge, has met and will seek to continue to meet for so long as this Agreement is 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 the services contemplated by this Agreement; , (iv) has the full power and authority to enter into and perform the services contemplated by this Agreement; , and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. . D. The Adviser consents to each Fund being treated as an exempt account under Rule 4.5 of the U.S. Commodity Futures Trading Commission (the “CFTC”); E. The Adviser is not registered with the National Futures Association as a commodity pool operator or commodity trading adviser because it does not engage in any activities requiring such registration; F. The execution, delivery and performance by the Adviser and the Funds of this Agreement have been duly authorized by all necessary action on the part of the Adviser and the Board (including full authority to bind the Funds to the terms of this Agreement); and G. The Adviser will also promptly notify the Sub-Adviser 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), provided, however, that routine regulatory examinations shall not be required to be reported by above representations in this provisionSection are no longer true and accurate. E. The execution, delivery and performance of this Agreement do not, and will not, conflict with, or result in any violation or default under, any agreement to which Adviser or any of its affiliates are a party.

Representations of the Adviser. The Adviser represents, warrants and agrees thatas follows: A. The Adviser has been duly authorized by the Board of Trustees of the Trust to delegate to the Sub-Adviser the provision of investment services to each Portfolio as contemplated hereby. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Adviser is currently in material compliance and shall at all times continue to materially comply with the requirements imposed upon the Adviser by applicable law and regulations. D. The 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 the services contemplated by this Agreement; (iii) to the best of its knowledge, has met and will seek to continue to meet for so long as this Agreement is 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 the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser Manager of the occurrence of any event that would disqualify the Adviser from serving as an investment manager adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. The Adviser will also promptly notify the Sub-Adviser Portfolio and the Manager 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), Portfolio; provided, however, that routine regulatory examinations shall not be required to be reported by this provision. E. B. The executionAdviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Manager and the Board with a copy of such code of ethics, delivery 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 performance as otherwise requested, a Principal of the Adviser shall certify to the Manager that the Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser’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 Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made to the Adviser by Rule 17j-1(c)(1) and all other records relevant to the Adviser’s code of ethics. C. The Adviser has provided the Trust and the Manager with a copy of its Form ADV, which as of the date of this Agreement do notis its Form ADV as most recently filed with the Securities and Exchange Commission and promptly will furnish a copy of all material amendments to the Trust and the Manager at least annually. Such amendments shall reflect all changes in the Adviser’s organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. D. The Adviser will notify the Trust and the Manager of any assignment of this Agreement or change of control of the Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio or senior management of the Adviser, in each case, prior to or promptly after such change. The Adviser agrees to bear all reasonable expenses of the Portfolio, if any, arising out of an assignment or change in control. E. The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it, nor any of its affiliates, will not, conflict with, or result in any violation way refer directly or default underindirectly to is relationship with the Trust, any agreement to which Adviser the Portfolio, the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager, except as required by rule, regulation or upon the request of a governmental authority. However, the Adviser may use the performance of the Portfolio in its affiliates are a partycomposite performance.

Representations of the Adviser. The Adviser represents, warrants and agrees that: A. The Adviser has been duly authorized by the Board of Trustees Managers of the Trust Master Fund to delegate to the Sub-Adviser the provision of investment services to each Portfolio the Master Fund as contemplated hereby. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Adviser is currently in material compliance and shall at all times continue to materially comply with the requirements imposed upon the Adviser by applicable law and regulations. D. The 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 the services contemplated by this Agreement; (iii) to the best of its knowledge, has met and will seek to continue to meet for so long as this Agreement is 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 the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. The Adviser will also promptly notify the Sub-Adviser 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)Master Fund or a Feeder Fund, provided, however, that routine regulatory examinations shall not be required to be reported by this provision. E. The execution, delivery and performance of this Agreement do not, and will not, conflict with, or result in any violation or default under, any agreement to which Adviser or any of its affiliates Affiliates are a party.

Representations of the Adviser. (a) The Adviser representsrepresents and warrants that Fund shares sold pursuant to this Agreement shall be registered under the 1933 Act, warrants duly authorized for issuance and agrees that: A. sold in compliance with all applicable federal and state securities laws and that the Fund is and shall remain registered under the ▇▇▇▇ ▇▇▇. The Adviser shall amend the Fund's Registration Statement for its shares under the 1933 Act and the 1940 Act from time to time as required in order to effect the continuous offering of its shares. The Adviser shall register and qualify the shares for sale in accordance with the laws of the various states only if and to the extent deemed advisable. The Adviser makes no representations as to whether any aspect of the Fund's operations, including but not limited to, investment policies, fees, and expenses, complies with the insurance and other applicable laws of the various states. (b) The Adviser represents that, under the terms of its investment advisory agreements with the Fund, the Adviser is and will be responsible for managing the Fund in compliance with the Fund's investment objectives, policies and restrictions as set forth in the Fund Prospectus. The Adviser represents that these objectives, policies and restrictions do and will include that the Fund is operating as a regulated investment company ("RIC") in compliance with Subchapter M of the Code and regulations thereunder. The Adviser further represents that the Fund has been duly authorized adopted and will maintain procedures to make every effort to ensure that the Fund is managed in compliance with Subchapter M and regulations thereunder. On request, the Fund shall also provide the Company with such cooperation and assistance as may be reasonably necessary for the Company or any appropriate person designated by the Board of Trustees Company to review from time to time a summary of the Trust procedures and practices of the Adviser for ensuring that the Fund is managed in compliance with Subchapter M and regulations thereunder. In the event of any noncompliance regarding its status as a RIC, the Adviser shall notify the Company immediately and shall pursue those efforts necessary to delegate enable each affected series of the Fund to qualify once again for treatment as a RIC in compliance with Subchapter M, including cooperation in good faith with the Sub-Adviser the provision of investment services to each Portfolio as contemplated herebyCompany. B. (c) The Adviser has adopted a written code of ethics complying with represents that it seeks to ensure that the requirements of Rule 17j-1 under the Investment Company Act Fund's investment policies, fees and will provide the Sub-Adviser with a copy of such code of ethics. C. The Adviser is currently in material compliance expenses are and shall at all times remain in compliance with applicable federal and state laws, and seeks to remain in material compliance with applicable federal and state laws to the extent required to perform this Agreement. (d) The Adviser represents that the Fund is lawfully organized and validly existing under applicable laws and that it does and will comply in all material respects with the 1940 Act. (e) The Adviser represents and warrants that all of their directors, officers, employees, and other individuals/entities dealing with the money or securities of the Fund are and shall continue to materially comply with be at all times covered by a blanket fidelity bond or similar coverage for the requirements imposed upon benefit of the Fund in an amount not less than the minimal coverage as required currently by Rule 17g-(1) of the 1940 Act or related provisions as may be promulgated from time to time. The aforesaid Bond shall include coverage for larceny and embezzlement and shall be issued by a reputable bonding company. EXHIBIT 8(H) (f) The Adviser by represents and warrants that it is and shall remain duly registered in all material respects under all applicable law federal laws and regulationsthat it shall perform its obligations for the Fund in compliance in all material respects any applicable state and federal securities laws. D. (g) The Adviser (i) represents and warrants that it is registered as an investment adviser under federal securities laws. (h) For each Fund that meets 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 the services contemplated by this Agreement; (iii) to the best of its knowledge, has met and will seek to continue to meet for so long as this Agreement is in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry selfSection 1.817-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as investment manager of an investment company pursuant to Section 9(a5(f)(2)(i) of the Investment Company Act or otherwiseregulations under the Internal Revenue code of 1986, as amended, (the "Code"), the Adviser represents and warrants that it will use commercially reasonably efforts to comply and maintain such Fund's compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5 of the regulations under the Code. The Adviser will also promptly notify the SubCompany immediately upon having a reasonable basis for believing that such Fund has ceased to so comply or that such Fund might not so comply in the future. In the event of a breach of this Section 2.2(h) by such Fund, it will take all reasonable steps to adequately diversify such Fund so as to achieve compliance within the grace period afforded by Section 1.817-Adviser 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 5 of the Portfolio(s), provided, however, that routine regulatory examinations shall not be required to be reported by this provisionregulations under the Code. E. The execution, delivery and performance of this Agreement do not, and will not, conflict with, or result in any violation or default under, any agreement to which Adviser or any of its affiliates are a party.

Representations of the Adviser. The Adviser represents, warrants and agrees thatas follows: A. The Adviser has been duly authorized by the Board of Trustees of the Trust to delegate to the Sub-Adviser the provision of investment services to each Portfolio as contemplated hereby. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Adviser is currently in material compliance and shall at all times continue to materially comply with the requirements imposed upon the Adviser by applicable law and regulations. D. (a) The 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 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) to the best of its knowledge, has met and will seek to continue to meet meet, for so long as this Agreement is 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 the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser Company of the occurrence of any event that would substantially impair the Adviser's ability to fulfill its commitment under this Agreement or disqualify the Adviser from serving as an investment manager adviser of an investment company pursuant to Section 9(a) of the Investment Company 1940 Act or otherwise. The Adviser will also promptly notify the Sub-Adviser each Fund 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, government agency, self regulatory organization, public board or body, involving the affairs of the Portfolio(s)Funds or the Adviser, provided, however, that routine regulatory examinations shall will not be required to be reported by this provision. E. (b) The executionAdviser has adopted a written code of ethics complying with the requirements of Rule l 7j-l under the 1940 Act and Rule 204A-1 under the Advisers Act and will provide the Board with a copy of such code of ethics, delivery 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 performance as otherwise requested, the president, chief operating officer or a vice-president of the Adviser will certify to the Company that the Adviser has complied with the requirements of Rule 17j-l and Rule 204A-1 during the previous year and that there has been no material violation of the Adviser'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 Company, the Adviser will permit the Company to examine the reports required to be made to the Adviser by Rule 17j-1(c)(1) and Rule 204A-l(b) and all other records relevant to the Adviser's code of ethics but only to the extent such reports and/or records relate to the provision of services hereunder. (c) The Adviser has adopted and implemented and will maintain (a) in accordance with Rule 206(4)-7 under the Advisers Act, policies and procedures reasonably designed to prevent violation by the Adviser and its supervised persons (as such term is defined by the Advisers Act) of the Advisers Act and the rules thereunder; and (b) to the extent that the Adviser's activities or services could affect the Fund(s), policies and procedures reasonably designed to prevent violation of the federal securities laws (as such term is defined in Rule 38a-l under the ▇▇▇▇ ▇▇▇) by the Fund(s) and the Adviser (such policies and procedures being the “Compliance Program”). The Adviser has provided the Company with a copy of its Compliance Program and promptly will furnish a copy of all amendments to the Compliance Program at least annually. (d) The Adviser has provided the Company with a copy of its Form ADV, which as of the date of this Agreement do notis its Form ADV as most recently filed with the SEC and promptly will furnish a copy of all amendments to the Company at least annually. Such amendments will reflect those changes in the Adviser's organizational structure, professional staff or other significant developments affecting the Adviser, which are required by the Advisers Act. (e) The Adviser will notify the Company of any assignment of this Agreement or change of control of the Adviser, as applicable, and will notany changes in the key personnel who are either the portfolio manager(s) of the Fund(s) or senior management of the Adviser, conflict within each case prior to or promptly after, such change. The Adviser agrees to bear all reasonable expenses of the Company, if any, arising out of an assignment or result change in any violation or default under, any agreement to which Adviser or any of its affiliates are a partycontrol.

Representations of the Adviser. (a.) The Adviser represents, warrants and agrees that:on a continuing basis the following:- A. 1. it has the authority to enter into this Agreement, and that it has taken all steps necessary to appoint the Subadviser to perform the services envisaged in this Agreement; 2. it is duly authorized and empowered to perform its duties and obligations hereunder and that the terms of this Agreement do not constitute a breach of any obligations by which the Adviser is bound whether arising by contract, operation of law or otherwise; 3. as a condition of the provision of services by the Subadviser hereunder, it will provide to the Subadviser such documents as it may require as evidence of the Adviser’s authority to enter into this Agreement, and will forthwith advise the Subadviser of any variation of or supplements to such documents relevant to the authority of the Adviser to enter into this Agreement; 4. it will notify the Subadviser promptly if there is any change to the investment policies of the Portfolio and will provide such other relevant information as the Subadviser may from time to time reasonably require in order to fulfill its legal, regulatory and contractual obligations relating to fulfilling its obligations under this Agreement. The Adviser acknowledges that a failure to provide such information may adversely affect the quality of the services that the Subadviser may provide; 5. it has been duly authorized delivered to Subadviser a true and complete copy of the Portfolios’ prospectus and statement of additional information as well as all applicable procedures adopted by the Board of the Trustees of the Trust and will promptly provide the Subadviser with amendments to delegate these documents; 6. except as Subadviser has been informed in writing to the Sub-Adviser contrary and except as otherwise provided in the provision Portfolios’ prospectus and statement of additional information and any of the Trust policies that have been provided to the Subadviser, there are no restrictions which would prevent or limit investment services of assets of the Portfolios in any manner whatsoever and that if any such restriction should be effected, Subadviser shall be promptly informed in writing as to the nature and extent of any such restriction; and 7. The Subadviser is responsible for ensuring that each Portfolio as contemplated hereby. B. The Adviser has adopted a written code complies with all applicable investment restrictions set forth in (a) each Portfolio’s prospectus and statement of ethics complying with additional information, (b) any Trust procedures that are provided to the requirements of Rule 17j-1 under Subadviser and (c) in all applicable laws and regulations, including without limitation, the Investment Company Act of 1940 and will provide the Sub-Adviser with a copy of such code of ethics. C. Internal Revenue Code. The Adviser is currently responsible for compliance with any applicable investment restrictions that apply to all Trust portfolios in material compliance and shall at all times continue to materially comply with the requirements imposed upon the Adviser by applicable law and regulationsaggregate. D. (b.) The Adviser (i) Subadviser represents, warrants and agrees on a continuing basis the following: 1. it is duly registered as an investment adviser under the Investment 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 the services contemplated by this Agreement; (iii) to the best of its knowledge, has met and will seek to continue to meet for so long as this Agreement is 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 the services contemplated by this Agreement; (iv) 1940, 2. it has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise, 3. The Adviser will also promptly notify the Sub-Adviser 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 duly authorized and empowered to perform its duties and obligations hereunder and that the affairs of the Portfolio(s), provided, however, that routine regulatory examinations shall not be required to be reported by this provision. E. The execution, delivery and performance terms of this Agreement do notnot constitute a breach of any obligations by which the Subadviser is bound whether arising by contract, and will not, conflict with, operation of law or result in any violation or default under, any agreement to which Adviser or any of its affiliates are a party.otherwise;

Representations of the Adviser. The Adviser represents, warrants and agrees thatas follows: A. The Adviser has been duly authorized by the Board of Trustees of the Trust to delegate to the Sub-Adviser the provision of investment services to each Portfolio as contemplated hereby. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Adviser is currently in material compliance and shall at all times continue to materially comply with the requirements imposed upon the Adviser by applicable law and regulations. D. (a) The 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 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) to the best of its knowledge, has met and will seek to continue to meet meet, for so long as this Agreement is 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 the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser Company of the occurrence of any event that would substantially impair the Adviser's ability to fulfill its commitment under this Agreement or disqualify the Adviser from serving as an investment manager adviser of an investment company pursuant to Section 9(a) of the Investment Company 1940 Act or otherwise. The Adviser will also promptly notify the Sub-Adviser each Fund 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, government agency, self regulatory organization, public board or body, involving the affairs of the Portfolio(s)Funds or the Adviser, provided, however, that routine regulatory examinations shall will not be required to be reported by this provision. E. (b) The executionAdviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and will provide the Board with a copy of such code of ethics, delivery 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 performance as otherwise requested, the president, chief operating officer or a vice-president of the Adviser will certify to the Company that the 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 Adviser'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 Company, the Adviser will permit the Company to examine the reports required to be made to the Adviser by Rule 17j-1(c)(1) and Rule 204A-1(b) and all other records relevant to the Adviser's code of ethics but only to the extent such reports and/or records relate to the provision of services hereunder. (c) The Adviser has adopted and implemented and will maintain (a) in accordance with Rule 206(4)-7 under the Advisers Act, policies and procedures reasonably designed to prevent violation by the Adviser and its supervised persons (as such term is defined by the Advisers Act) of the Advisers Act and the rules thereunder; and (b) to the extent that the Adviser's activities or services could affect the Fund(s), policies and procedures reasonably designed to prevent violation of the federal securities laws (as such term is defined in Rule 38a-1 under the ▇▇▇▇ ▇▇▇) by the Fund(s) and the Adviser (such policies and procedures being the "Compliance Program"). The Adviser has provided the Company with a copy of its Compliance Program and promptly will furnish a copy of all amendments to the Compliance Program at least annually. (d) The Adviser has provided the Company with a copy of its Form ADV, which as of the date of this Agreement do notis its Form ADV as most recently filed with the SEC and promptly will furnish a copy of all amendments to the Company at least annually. Such amendments will reflect those changes in the Adviser's organizational structure, professional staff or other significant developments affecting the Adviser, which are required by the Advisers Act. (e) The Adviser will notify the Company of any assignment of this Agreement or change of control of the Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Fund(s) or senior management of the Adviser, in each case prior to or promptly after, such change. The Adviser agrees to bear all reasonable expenses of the Company, if any, arising out of an assignment or change in control. (f) The Adviser will not, conflict with, or result notify the Company immediately upon detection of (a) any material failure to manage the Fund(s) in any violation or default under, any agreement to which Adviser accordance with the Fund(s)' stated investment objectives and policies or any applicable law; (b) any material breach of any of the Fund(s)' or the Adviser's policies, guidelines or procedures (including the Compliance Program); or (c) any pending or threatened regulatory action, investigation, lawsuit or other proceeding relating to the Adviser's management of the Fund(s) and/or that could reasonably be expected to have a material impact on the Adviser's ability to conduct its affiliates are a partybusiness. Following the occurrence of any event set forth in this paragraph, the Adviser agrees to cooperate with and provide reasonable assistance to personnel of the Company (including the chief compliance officer of the Adviser and/or the Company) or their designees in connection with any efforts to remedy or respond to such event. (g) The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. (h) The Adviser will promptly provide all other information and documentation reasonably requested by the Company or the Board.

Representations of the Adviser. The Adviser represents, warrants and agrees that: A. The Adviser has been duly authorized by the Board of Trustees of the Trust to delegate to the Sub-Adviser the provision of investment services to each Portfolio as contemplated hereby. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 17J-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Adviser is currently in material compliance and shall at all times continue to materially comply with the requirements imposed upon the Adviser by applicable law and regulations. D. The 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 the services contemplated by this Agreement; (iii) to the best of its knowledge, has met and will seek to continue to meet for so long as this Agreement is 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 the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. The Adviser will also promptly notify the Sub-Adviser 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), provided, however, that routine regulatory examinations shall not be required to be reported by this provision. E. The execution, delivery and performance of this Agreement do not, and will not, conflict with, or result in any violation or default under, any agreement to which Adviser or any of its affiliates are a party.

Representations of the Adviser. The Adviser represents(a) It is duly organized, warrants validly existing, and agrees that:in good standing as a statutory trust under the laws of the State of Delaware, and is qualified in each jurisdiction in which failure to be so qualified would reasonably be expected to have a material adverse effect upon it. A. (b) The Adviser has been duly authorized by the Board of Trustees executed and delivered this Agreement, and this Agreement constitutes a legal, valid and binding agreement of the Trust Adviser enforceable against the Fund in accordance with its terms. (c) The Adviser shall maintain all licenses and registrations necessary to delegate perform its duties hereunder in good order. (d) The Adviser maintains errors and omissions insurance coverage in an appropriate scope and amount and shall upon request provide to the Sub-Adviser Trust any information it may reasonably require concerning the provision amount of investment services to each Portfolio as contemplated herebyor scope of such insurance. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. (e) The Adviser is not currently in material compliance the subject of, and shall at all times continue to materially comply with has not been the requirements imposed upon subject of during the Adviser last (3) years, any enforcement action by applicable law the Securities and regulationsExchange Commission (“SEC”), Commodity Futures Trading Commission (“CFTC”) or other regulatory authority. D. (f) The 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 the services contemplated by this Agreement; (iii) to the best of its knowledge, has met and will seek to continue to meet for so long as this Agreement is 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 the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will shall promptly notify the Sub-Adviser of Trust in the occurrence of any event that would disqualify the Adviser from serving as investment manager becomes aware that the Advisor (A) is the subject of an investment company pursuant to Section 9(aadministrative proceeding or enforcement action (which, for the avoidance of doubt, shall exclude any informal inquiry or routine audit or examination) of by the Investment Company Act SEC, CFTC or otherwise. The Adviser other regulatory authority, or (B) is, or has been informed that it will also promptly notify the Sub-Adviser if it is be, served or otherwise receives given notice of any formal action, suit, or proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, or governmental authority, involving the affairs of the Portfolio(s), provided, however, that routine regulatory examinations shall not be required to be reported by this provisionAdviser. E. The execution(g) With respect to its role as investment adviser to the Fund, delivery the Adviser shall conduct its operations at all times in material compliance with the Advisers Act, the Investment Company Act and performance of this Agreement do not, and will not, conflict with, or result in any violation or default under, any agreement to which Adviser or any of its affiliates are a partyother applicable state and/or self-regulatory organization regulations.

Representations of the Adviser. The Adviser represents, warrants and agrees thatas follows: A. The Adviser has been duly authorized by the Board of Trustees of the Trust to delegate to the Sub-Adviser the provision of investment services to each Portfolio as contemplated hereby. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Adviser is currently in material compliance and shall at all times continue to materially comply with the requirements imposed upon the Adviser by applicable law and regulations. D. The 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 the services contemplated by this Agreement; (iii) to the best of its knowledge, has met and will seek to continue to meet for so long as this Agreement is 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 the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser Manager of the occurrence of any event that would disqualify the Adviser from serving as an investment manager adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. The Adviser will also promptly notify the Sub-Adviser Portfolio and the Manager 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), Allocated Portion; provided, however, that routine regulatory examinations shall not be required to be reported by this provision. E. B. The executionAdviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Manager and the Board with a copy of such code of ethics, delivery 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 performance as otherwise requested, a Principal of the Adviser shall certify to the Manager that the Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the reasonable written notice of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made to the Adviser by Rule 17j-1(c)(1) and all other records directly related to the code of ethics as it pertains to the Adviser and its Access Persons (as defined in Rule 17j-1), subject to any legal or contractual regulatory restrictions. C. The Adviser has provided the Trust and the Manager with a copy of Part 2 of its Form ADV, which as of the date of this Agreement do notis Part 2 of its Form ADV as most recently filed with the Securities and Exchange Commission and promptly will furnish a copy of all material amendments to the Trust and the Manager at least annually. Such amendments shall reflect all changes in the Adviser’s organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. D. The Adviser will notify the Trust and the Manager of any assignment of this Agreement or change of control of the Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Allocated Portion or senior management of the Adviser, in each case, prior to or promptly after such change. The Adviser agrees to bear all reasonable expenses of the Portfolio, if any, arising out of an assignment or change in control. E. The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it, nor any of its affiliates, will not, conflict with, or result in any violation way refer directly or default underindirectly to is relationship with the Trust, any agreement to which Adviser the Allocated Portion, the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager, (which may be provided with respect to a category of similar materials with appropriate guidelines for usage), except as required by rule, regulation or upon the request of a governmental authority. However, the Adviser may use the performance of the Allocated Portion in its affiliates are a partycomposite performance.

Representations of the Adviser. The Adviser represents, warrants and agrees that: A. The Adviser has been duly authorized by the Board of Trustees Directors of the Trust Company to delegate to the Sub-Adviser the provision of investment services to each Portfolio the Fund as contemplated hereby. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 l 7j- l under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Adviser is currently in material compliance and shall at all times continue to materially comply with the requirements imposed upon the Adviser by applicable law and regulations. D. The 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 the services contemplated by this Agreement; (iii) to the best of its knowledge, has met and will seek to continue to meet for so long as this Agreement is 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 the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. The Adviser will also promptly notify the Sub-Adviser 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), provided, however, that routine regulatory examinations shall not be required to be reported by this provisionFund. E. The execution, delivery and performance of this Agreement do not, and will not, conflict with, or result in any violation or default under, any agreement to which Adviser or any of its affiliates are a party.

Representations of the Adviser. The Adviser represents, warrants and agrees thatas follows: A. The Adviser has been duly authorized by the Board of Trustees of the Trust to delegate to the Sub-Adviser the provision of investment services to each Portfolio as contemplated hereby. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Adviser is currently in material compliance and shall at all times continue to materially comply with the requirements imposed upon the Adviser by applicable law and regulations. D. The 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 the services contemplated by this Agreement; (iii) to the best of its knowledge, has met and will seek to continue to meet for so long as this Agreement is 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 the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser Manager of the occurrence of any event that would disqualify the Adviser from serving as an investment manager adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. The Adviser will also promptly notify the Sub-Adviser Fund and the Manager 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)Fund, provided, however, that routine regulatory examinations shall not be required to be reported by this provision. E. B. The executionAdviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and Rule 204A-1 under the Advisers Act and will provide the Manager and the Board with a copy of such code of ethics, delivery 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 performance as otherwise requested, the president, Chief Operating Officer or a vice-president of the Adviser shall certify to the Manager that the 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 Adviser’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 Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made to the Adviser by Rule 17j-1(c)(1) and Rule 204A-1(b) and all other records relevant to the Adviser’s code of ethics. C. The Adviser has provided the Trust and the Manager with a copy of its Form ADV, which as of the date of this Agreement do notis its Form ADV as most recently filed with the SEC and promptly will furnish a copy of all amendments to the Trust and the Manager at least annually. Such amendments shall reflect all changes in the Adviser’s organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. D. The Adviser will notify the Trust and the Manager of any assignment of this Agreement or change of control of the Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Fund or senior management of the Adviser, in each case prior to or promptly after, such change. The Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of an assignment or change in control. E. The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it, nor any of its affiliates, will not, conflict with, or result knowingly in any violation way refer directly or default underindirectly to its relationship with the Trust, any agreement to which Adviser the Fund, the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager, except as required by rule, regulation or upon the request of a governmental authority. However, the Adviser may use the performance of the Fund in its affiliates are a partycomposite performance.

Representations of the Adviser. The Adviser represents, warrants and agrees that: A. The Adviser has been duly authorized by the Board of Trustees of the Trust to delegate to the Sub-Adviser the provision of investment services to each Portfolio Fund as contemplated hereby. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Adviser is currently in material compliance and shall at all times continue to materially comply with the requirements imposed upon the Adviser by applicable law and regulations. D. The 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 the services contemplated by this Agreement; (iii) to the best of its knowledge, has met and will seek to continue to meet for so long as this Agreement is 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 the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as investment manager adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. The Adviser will also promptly notify the Sub-Adviser Adviser, to the extent permitted by law, if it is served or otherwise receives notice of any action, suit, proceeding, order, inquiry or investigation, at law or in equity, before or by any court, public board or bodybody or law enforcement or regulatory authority, involving the affairs of the Portfolio(s)Adviser, provided, however, that routine regulatory examinations shall not be required to be reported by this provisionthe Trust or any Fund. E. The execution, delivery and performance of this Agreement do not, and will not, conflict with, or result in any violation or default under, any agreement to which Adviser or any of its affiliates Affiliates are a party. F. The Adviser will notify the Sub-Adviser of any assignment of this Agreement or change of control of the Adviser, as applicable, prior to such change. The Adviser agrees to bear all reasonable expenses of the Sub-Adviser, if any, arising out of such an assignment or change in control. G. The Adviser will promptly notify the Sub-Adviser of any financial condition that is likely to impair the Adviser’s ability to fulfill its commitment under this Agreement or the Investment Advisory Agreement. H. The Adviser shall provide the Sub-Adviser with a list of each broker-dealer, if any, that is an “affiliated person” of any Fund, the Trust or the Adviser and shall promptly notify the Sub-Adviser of any changes to such list.

Representations of the Adviser. (a) The Adviser representsrepresents and warrants that Fund shares sold pursuant to this Agreement shall be registered under the 1933 Act, warrants duly authorized for issuance and agrees that: A. sold in compliance with all applicable federal and state securities laws and that the Fund is and shall remain registered under the 1940 Act. The Adviser shall amend the Fund’s Registration Statement for its shares under the 1933 Act and the 1940 Act from time to time as required in order to effect the continuous offering of its shares. The Adviser shall register and qualify the shares for sale in accordance with the laws of the various states only if and to the extent deemed advisable. The Adviser makes no representations as to whether any aspect of the Fund’s operations, including but not limited to, investment policies, fees, and expenses, complies with the insurance and other applicable laws of the various states. (b) The Adviser represents that, under the terms of its investment advisory agreements with the Fund, the Adviser is and will be responsible for managing the Fund in compliance with the Fund’s investment objectives, policies and restrictions as set forth in the Fund Prospectus. The Adviser represents that these objectives, policies and restrictions do and will include that the Fund is operating as a regulated investment company (“RIC”) in compliance with Subchapter M of the Code and regulations thereunder. The Adviser further represents that the Fund has been duly authorized adopted and will maintain procedures to make every effort to ensure that the Fund is managed in compliance with Subchapter M and regulations thereunder. On request, the Fund shall also provide the Company with such cooperation and assistance as may be reasonably necessary for the Company or any appropriate person designated by the Board of Trustees Company to review from time to time a summary of the Trust procedures and practices of the Adviser for ensuring that the Fund is managed in compliance with Subchapter M and regulations thereunder. In the event of any noncompliance regarding its status as a RIC, the Adviser shall notify the Company immediately and shall pursue those efforts necessary to delegate enable each affected series of the Fund to qualify once again for treatment as a RIC in compliance with Subchapter M, including cooperation in good faith with the Sub-Adviser the provision of investment services to each Portfolio as contemplated herebyCompany. B. (c) The Adviser has adopted a written code of ethics complying with represents that it seeks to ensure that the requirements of Rule 17j-1 under the Investment Company Act Fund’s investment policies, fees and will provide the Sub-Adviser with a copy of such code of ethics. C. The Adviser is currently in material compliance expenses are and shall at all times remain in compliance with applicable federal and state laws, and seeks to remain in material compliance with applicable federal and state laws to the extent required to perform this Agreement. (d) The Adviser represents that the Fund is lawfully organized and validly existing under applicable laws and that it does and will comply in all material respects with the 1940 Act. (e) The Adviser represents and warrants that all of their directors, officers, employees, and other individuals/entities dealing with the money or securities of the Fund are and shall continue to materially comply with be at all times covered by a blanket fidelity bond or similar coverage for the requirements imposed upon benefit of the Adviser Fund in an amount not less than the minimal coverage as required currently by applicable law Rule l 7g-(1) of the 1940 Act or related provisions as may be promulgated from time to time. The aforesaid Bond shall include coverage for larceny and regulationsembezzlement and shall be issued by a reputable bonding company. D. (f) The Adviser represents and warrants that it is and shall remain duly registered in all material respects under all applicable federal laws and that it shall perform its obligations for the Fund in compliance in all material respects any applicable state and federal securities laws. (ig) The Adviser represents and warrants that it is registered as an investment adviser under federal securities laws. (h) For each Fund that meets 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 the services contemplated by this Agreement; (iii) to the best of its knowledge, has met and will seek to continue to meet for so long as this Agreement is in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry selfSection l.8l7-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as investment manager of an investment company pursuant to Section 9(a5(f)(2)(i) of the Investment Company Act or otherwiseregulations under the Internal Revenue code of 1986, as amended, (the “Code”), the Adviser represents and warrants that it will use commercially reasonably efforts to comply and maintain such Fund’s compliance with the diversification requirements set forth in Section 8l7(h) of the Code and Section 1.817-5 of the regulations under the Code. The Adviser will also promptly notify the SubCompany immediately upon having a reasonable basis for believing that such Fund has ceased to so comply or that such Fund might not so comply in the future. In the event of a breach of this Section 2.2(h) by such Fund, it will take all reasonable steps to adequately diversify such Fund so as to achieve compliance within the grace period afforded by Section 1.817-Adviser 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 5 of the Portfolio(s), provided, however, that routine regulatory examinations shall not be required to be reported by this provisionregulations under the Code. E. The execution, delivery and performance of this Agreement do not, and will not, conflict with, or result in any violation or default under, any agreement to which Adviser or any of its affiliates are a party.

Representations of the Adviser. The Adviser represents, warrants and agrees that: A. The Adviser has been duly authorized by the Board of Trustees of the Trust to delegate to the Sub-Adviser the provision of investment services to each Portfolio as contemplated hereby. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and Rule 204A-1 of the Advisers Act and will provide the Sub-Adviser MCCM with a copy of such code of ethics. 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 president, the Chief Compliance Officer or a vice-president of the Adviser shall certify to the Chief Compliance Officer of the Fund that the 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 Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. C. B. The Adviser is currently in material compliance and shall at all times continue to materially comply with the requirements imposed upon the Adviser by applicable law and regulations. D. C. The 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 the services contemplated by this Agreement; (iii) to the best of its knowledge, has met and will seek to continue to meet for so long as this Agreement is 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 the services contemplated by this Agreement; and (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser MCCM of the occurrence of any event that would disqualify the Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. The Adviser will also promptly notify the Sub-Adviser MCCM 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)Fund, provided, however, that routine regulatory examinations shall not be required to be reported by this provision. D. The Adviser has provided the Fund and MCCM with a copy of its Form ADV Part 1, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC and ADV Part 2A and promptly will furnish a copy of all amendments to the Fund and MCCM at least annually. Such amendments shall reflect all changes in the Adviser’s organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. E. The Adviser will notify the Fund and MCCM of any potential assignment of this Agreement or change of control of the Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Fund or senior management of the Adviser, in each case prior to or promptly after, such change. The Adviser agrees to bear all reasonable expenses of the Fund, if any, arising out of an assignment or change in control. F. The Adviser will promptly notify the Fund and MCCM of any financial condition that is likely to impair the Adviser’s ability to fulfill its commitment under this Agreement. G. The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. H. The execution, delivery and performance of this Agreement do not, and will not, conflict with, or result in any violation or default under, any agreement to which Adviser Investment Manager or any of its affiliates Affiliates are a party.

Representations of the Adviser. The Adviser represents, warrants warrants, and agrees that: A. The Adviser has been duly authorized by the Board of Trustees of the Trust to delegate to the Sub-Adviser the provision of services with respect to the Fund and the investment services to each Portfolio and reinvestment of the Assets of the Fund as contemplated hereby. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Adviser is currently in material compliance and shall at all times continue to materially comply with the requirements imposed upon the Adviser by applicable law and regulations. D. The 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 Act, or other law, regulation regulation, or order from performing the services contemplated by this Agreement; , (iii) to the best of its knowledge, has met and will seek to continue to meet for so long as this Agreement is 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 the services contemplated by this Agreement; , (iv) has the full power and authority to enter into and perform the services contemplated by this Agreement; , and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. . D. The Adviser consents to each Fund being treated as an exempt account under Rule 4.5 of the U.S. Commodity Futures Trading Commission (the “CFTC”); E. The Adviser is not registered with the National Futures Association as a commodity pool operator or commodity trading adviser because it does not engage in any activities requiring such registration; F. The execution, delivery and performance by the Adviser and the Funds of this Agreement have been duly authorized by all necessary action on the part of the Adviser and the Board (including full authority to bind the Funds to the terms of this Agreement); and G. The Adviser will also promptly notify the Sub-Adviser 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), provided, however, that routine regulatory examinations shall not be required to be reported by above representations in this provisionSection are no longer true and accurate. E. The execution, delivery and performance of this Agreement do not, and will not, conflict with, or result in any violation or default under, any agreement to which Adviser or any of its affiliates are a party.

Representations of the Adviser. The Adviser represents, warrants and agrees that: A. The Adviser has been duly authorized by the Board of Trustees of the Trust Fund to delegate to the Sub-Adviser the provision of investment services to each Portfolio the Fund as contemplated hereby. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Adviser is currently in material compliance and shall at all times continue to materially comply with the requirements imposed upon the Adviser by applicable law and regulations. D. The 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 the services contemplated by this Agreement; (iii) to the best of its knowledge, has met and will seek to continue to meet for so long as this Agreement is 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 the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. The Adviser will also promptly notify the Sub-Adviser 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)Fund, provided, however, that routine regulatory examinations shall not be required to be reported by this provision. E. The execution, delivery and performance of this Agreement do not, and will not, conflict with, or result in any violation or default under, any agreement to which Adviser or any of its affiliates Affiliates are a party.

Representations of the Adviser. The Adviser represents, warrants and agrees that: A. The Adviser has been duly authorized by the Board of Trustees of the Trust to delegate to the Sub-Adviser the provision of investment services to each Portfolio as contemplated hereby. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 17k-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Adviser is currently in material compliance and shall at all times continue to materially comply with the requirements imposed upon the Adviser by applicable law and regulations. D. The 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 the services contemplated by this Agreement; (iii) to the best of its knowledge, has met and will seek to continue to meet for so long as this Agreement is 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 the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. The Adviser will also promptly notify the Sub-Adviser 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), provided, however, that routine regulatory examinations shall not be required to be reported by this provision. E. The execution, delivery and performance of this Agreement do not, and will not, conflict with, or result in any violation or default under, any agreement to which Adviser or any of its affiliates are a party.

Representations of the Adviser. The Adviser represents, warrants and agrees that: A. (a) The Adviser has been duly authorized by the Board of Trustees of the Trust to delegate to the Sub-Adviser the provision of investment services to each Portfolio the Fund Account as contemplated hereby. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Adviser is currently in material compliance and shall at all times continue to materially comply with the requirements imposed upon the Adviser by applicable law and regulations. D. (b) The 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 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) to the best of its knowledge, has met and will seek to continue to meet for so long as this Agreement is 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 the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as an investment manager adviser of an investment company pursuant to Section 9(a) of the Investment Company 1940 Act or otherwise. . (c) The Adviser will also promptly notify and the SubTrust have duly entered into a Management Agreement pursuant to which the Trust authorized the Adviser to delegate certain of its duties under the Management Agreement to other investment advisers, including without limitation, the appointment of a sub-Adviser if it is served or otherwise receives notice adviser with respect to assets 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 each of the Portfolio(s)Trust’s series, provided, however, that routine regulatory examinations shall not be required to be reported by including without limitation the Adviser’s entering into and performing this provisionAgreement. E. The execution, delivery and performance of this Agreement do not, and will not, conflict with, or result in any violation or default under, any agreement to which Adviser or any of its affiliates are a party.

Representations of the Adviser. The Adviser represents, warrants and agrees thatas follows: A. The Adviser has been duly authorized by the Board of Trustees of the Trust to delegate to the Sub-Adviser the provision of investment services to each Portfolio as contemplated hereby. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Adviser is currently in material compliance and shall at all times continue to materially comply with the requirements imposed upon the Adviser by applicable law and regulations. D. The 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 the services contemplated by this Agreement; (iii) to the best of its knowledge, has met and will seek to continue to meet for so long as this Agreement is 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 the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser Manager of the occurrence of any event that would disqualify the Adviser from serving as an investment manager adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. The Adviser will also promptly notify each Portfolio and the Sub-Adviser Manager 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), provided, however, that routine regulatory examinations shall not be required to be reported by this provision. E. B. The executionAdviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and Rule 204A-1 under the Advisers Act and will provide the Manager and the Board with a copy of such code of ethics, delivery 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 performance as otherwise requested, the president, Chief Operating Officer or a vice-president of the Adviser shall certify to the Manager that the 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 Adviser’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 Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made to the Adviser by Rule 17j-1(c)(1) and Rule 204A-1(b) and all other records relevant to the Adviser’s code of ethics. C. The Adviser has provided the Trust and the Manager with a copy of its Form ADV, which as of the date of this Agreement do notis its Form ADV as most recently filed with the SEC and promptly will furnish a copy of all amendments to the Trust and the Manager at least annually. Such amendments shall reflect all changes in the Adviser’s organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. D. The Adviser will notify the Trust and the Manager of any assignment of this Agreement or change of control of the Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio(s) or senior management of the Adviser, in each case prior to or promptly after, such change. The Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of an assignment or change in control. E. The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it, nor any of its affiliates, will not, conflict with, or result knowingly in any violation way refer directly or default underindirectly to its relationship with the Trust, any agreement to which Adviser the Portfolio(s), the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager, except as required by rule, regulation or upon the request of a governmental authority. However, the Adviser may use the performance of the Portfolio in its affiliates are a partycomposite performance.

Representations of the Adviser. The Adviser represents, represents and warrants to the Trust and agrees the Sub-Adviser that: A. The Adviser has been duly authorized by the Board of Trustees of the Trust to delegate to the Sub-Adviser the provision of investment services to each Portfolio the Fund as contemplated hereby. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company 1940 Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Adviser is currently in material compliance and shall at all times continue to materially comply with the requirements imposed upon the Adviser by applicable law and regulations. D. The 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 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; , (iii) to the best of its knowledge, has met and will seek to continue to meet for so long as this Agreement is 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 the services contemplated by this Agreement; , (iv) has the full power and authority to enter into and perform the services contemplated by this Agreement; , and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the Investment Company 1940 Act or otherwise. . D. The Adviser will also promptly notify acknowledges receipt of Part II of the Sub-Adviser’s Form ADV at least forty-eight (48) hours prior to entering into this Agreement, as required by Rule 204-3 under the Advisers Act. E. The Adviser shall provide (or cause the Fund’s custodian to provide) timely information to the Sub-Adviser if it is served or otherwise receives notice regarding such matters as the composition of any action, suit, proceeding, inquiry or investigation, at law or assets in equity, before or by any court, public board or body, involving the affairs portion of the Portfolio(s)Fund managed by the Sub-Adviser, providedcash requirements and cash available for investment in such portion of the Fund, however, that routine regulatory examinations shall not and all other information as may be required reasonably necessary for the Sub-Adviser to be reported by this provisionperform its duties hereunder. E. The executionF. This Agreement is a valid and binding Agreement of the Adviser, delivery and performance of this Agreement do not, and will not, conflict with, or result enforceable against it in any violation or default under, any agreement to which Adviser or any of its affiliates are a partyaccordance with the terms hereof.

Representations of the Adviser. The Adviser represents, warrants and agrees thatas follows: A. The Adviser has been duly authorized by the Board of Trustees of the Trust to delegate to the Sub-Adviser the provision of investment services to each Portfolio as contemplated hereby. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Adviser is currently in material compliance and shall at all times continue to materially comply with the requirements imposed upon the Adviser by applicable law and regulations. D. The 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 the services contemplated by this Agreement; (iii) to the best of its knowledge, has met and will seek to continue to meet for so long as this Agreement is 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 the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser Manager of the occurrence of any event that would disqualify the Adviser from serving as an investment manager adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. The Adviser will also promptly notify the Sub-Adviser Portfolio and the Manager 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 that would have a material impact upon the affairs of Adviser’s ability to perform its duties under this Agreement with respect to the Portfolio(s)Portfolio, provided, however, that routine regulatory examinations shall not be required to be reported by this provision. E. B. The executionAdviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and Rule 204A-1 under the Advisers Act and will provide the Manager and the Board with a copy of such code of ethics, delivery 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 performance as otherwise requested, the president, Chief Operating Officer or a vice president of the Adviser shall certify to the Manager that the 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 Adviser’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 Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made by the Adviser by Rule 17j-1(c)(1) and Rule 204A-1(b) and all other records relevant to the Adviser’s code of ethics. C. The Adviser has provided the Trust and the Manager with a copy of its Form ADV, which as of the date of this Agreement do notis its Form ADV as most recently filed with the SEC and promptly will furnish a copy of all amendments to the Trust and the Manager, at least annually. Such amendments shall reflect all changes in the Adviser’s organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. D. The Adviser will notify the Trust and the Manager of any assignment of this Agreement or change of control of the Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio or senior management of the Adviser, in each case prior to or promptly after, such change. In addition, the Adviser is a limited partnership whose general partner is Princeton Services, Inc. and whose limited partner is ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co., Inc. The Adviser will notnotify the Manager and the Trust of any change in the membership of the partnership within a reasonable time after such change. The Adviser agrees to bear all reasonable expenses of the Trust in connection with notices to shareholders, conflict withif any, arising out of an assignment or result change in control. E. The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it, nor any of its affiliates, will knowingly in any violation way refer directly or default underindirectly to its relationship with the Trust, any agreement to which Adviser the Portfolio, the Manager or any of the respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager, except as required by rule, regulation or upon the request of a governmental authority. However, the Adviser may use the performance of the Portfolio in its affiliates are a partycomposite performance reports without the Manager’s prior consent.

Representations of the Adviser. The Adviser represents, warrants and agrees thatas follows: A. The Adviser has been duly authorized by the Board of Trustees of the Trust to delegate to the Sub-Adviser the provision of investment services to each Portfolio as contemplated hereby. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Adviser is currently in material compliance and shall at all times continue to materially comply with the requirements imposed upon the Adviser by applicable law and regulations. D. The 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 the services contemplated by this Agreement; (iii) to the best of its knowledge, has met and will seek to continue to meet for so long as this Agreement is 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 the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser Manager of the occurrence of any event that would disqualify the Adviser from serving as an investment manager adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. The Adviser will also promptly notify each Portfolio and the Sub-Adviser Manager 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), provided, however, that routine regulatory examinations shall not be required to be reported by this provision. E. B. The executionAdviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and Rule 204A-1 under the Advisers Act and will provide the Manager and the Board with a copy of such code of ethics, delivery 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 performance as otherwise requested, the president, Chief Operating Officer or a vice-president of the Adviser shall certify to the Manager that the 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 Adviser’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 Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made to the Adviser by Rule 17j-1(c)(1) and Rule 204A-1 and all other records relevant to the Adviser’s code of ethics. C. The Adviser has provided the Trust and the Manager with a copy of its Form ADV, which as of the date of this Agreement do notis its Form ADV as most recently filed with the SEC and promptly will furnish a copy of all amendments to the Trust and the Manager at least annually. Such amendments shall reflect all changes in the Adviser’s organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. D. The Adviser will notify the Trust and the Manager of any assignment of this Agreement or change of control of the Adviser, as applicable, and any changes in the key personnel who are the portfolio manager(s) of the Portfolio(s), in each case prior to or promptly after, such change. The Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of an assignment or change in control. E. The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it, nor any of its affiliates, will not, conflict with, or result knowingly in any violation way refer directly or default underindirectly to its relationship with the Trust, any agreement to which Adviser the Portfolio(s), the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager, except as required by rule, regulation or upon the request of a governmental authority. However, the Adviser may use the performance of the Portfolio in its affiliates are a partycomposite performance.

Representations of the Adviser. The Adviser represents, warrants and agrees thatas follows: A. The Adviser has been duly authorized by the Board of Trustees of the Trust to delegate to the Sub-Adviser the provision of investment services to each Portfolio as contemplated hereby. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Adviser is currently in material compliance and shall at all times continue to materially comply with the requirements imposed upon the Adviser by applicable law and regulations. D. The 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 the services contemplated by this Agreement; (iii) to the best of its knowledge, has met and will seek to continue to meet for so long as this Agreement is 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 the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser Manager of the occurrence of any event that would disqualify the Adviser from serving as an investment manager adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. The Adviser will also promptly notify each Portfolio and the Sub-Adviser Manager 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), provided, however, that routine regulatory examinations shall not be required to be reported by this provision. E. B. The executionAdviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and Rule 204A-1 under the Advisers Act and will provide the Manager and the Board with a copy of such code of ethics, delivery 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 performance as otherwise requested, the president, Chief Operating Officer or a vice-president of the Adviser shall certify to the Manager that the 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 Adviser’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 Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made to the Adviser by Rule 17j-1(c)(1) and Rule 204A-1(b) and all other records relevant to the Adviser’s code of ethics. C. The Adviser has provided the Trust and the Manager with a copy of its Form ADV, which as of the date of this Agreement do notis its Form ADV as most recently filed with the SEC and promptly will furnish a copy of all amendments to the Trust and the Manager at least annually. Such amendments shall reflect all changes in the Adviser’s organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. D. The Adviser will notify the Trust and the Manager of any assignment of this Agreement or change of control of the Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio(s) or senior management of the Adviser, in each case prior to or promptly after, such change. The Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of an assignment or change in control. E. The Adviser agrees to maintain a reasonable level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it, nor any of its affiliates, will not, conflict with, or result knowingly in any violation way refer directly or default underindirectly to its relationship with the Trust, any agreement to which Adviser the Portfolio(s), the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager, except as required by rule, regulation or upon the request of a governmental authority. However, the Adviser may use the performance of the Portfolio in its affiliates are a partycomposite performance.

Representations of the Adviser. The Adviser represents, warrants and agrees thatas follows: A. The Adviser has been duly authorized by the Board of Trustees of the Trust to delegate to the Sub-Adviser the provision of investment services to each Portfolio as contemplated hereby. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Adviser is currently in material compliance and shall at all times continue to materially comply with the requirements imposed upon the Adviser by applicable law and regulations. D. (a) The 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 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) to the best of its knowledge, has met and will seek to continue to meet meet, for so long as this Agreement is 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 the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser Trust of the occurrence of any event that would substantially impair the Adviser’s ability to fulfill its commitment under this Agreement or disqualify the Adviser from serving as an investment manager adviser of an investment company pursuant to Section 9(a) of the Investment Company 1940 Act or otherwise. The Adviser will also promptly notify the Sub-Adviser each Fund 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, government agency, self-regulatory organization, public board or body, involving the affairs of the Portfolio(s)Funds or the Adviser, provided, however, that routine regulatory examinations shall will not be required to be reported by this provision. E. (b) The executionAdviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and will provide the Board with a copy of such code of ethics, delivery together with evidence of its adoption. Upon the request of the Trust, from time to time, the Adviser will certify to the Trust that the Adviser has complied with the requirements of Rule 17j-1 and performance Rule 204A-1 and that there has been no material violation of the Adviser’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 Trust, the Adviser will permit the Trust to examine the reports required to be made to the Adviser by Rule 17j-1(c)(1) and Rule 204A-1(b) and all other records relevant to the Adviser’s code of ethics but only to the extent such reports and/or records relate to the provision of services hereunder. (c) The Adviser has adopted and implemented and will maintain (a) in accordance with Rule 206(4)-7 under the Advisers Act, policies and procedures reasonably designed to prevent violation by the Adviser and its supervised persons (as such term is defined by the Advisers Act) of the Advisers Act and the rules thereunder; and (b) to the extent that the Adviser’s activities or services could affect the Fund(s), policies and procedures reasonably designed to prevent violation of the federal securities laws (as such term is defined in Rule 38a-1 under the 1940 Act) by the Fund(s) and the Adviser (such policies and procedures being the “Compliance Program”). The Adviser has provided the Trust with a copy of its Compliance Program and promptly will furnish a copy of all amendments to the Compliance Program at least annually. (d) The Adviser has provided the Trust with a copy of its Form ADV, which as of the date of this Agreement do notis its Form ADV as most recently filed with the SEC and promptly will furnish a copy of all amendments to the Trust at least annually. Such amendments will reflect those changes in the Adviser’s organizational structure, professional staff or other significant developments affecting the Adviser, which are required by the Advisers Act. (e) The Adviser will notify the Trust of any assignment of this Agreement or change of control of the Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Fund(s) or senior management of the Adviser, in each case prior to or promptly after, such change. The Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of an assignment or change in control. (f) The Adviser will notnotify the Trust promptly upon detection of (a) any material failure to manage the Fund(s) in accordance with the Fund(s)’ stated investment objectives and policies or any applicable law; (b) any material breach of any of the Fund(s)’ or the Adviser’s policies, conflict withguidelines or procedures (including the Compliance Program); or (c) any pending or threatened regulatory action, investigation, lawsuit or result other proceeding relating to the Adviser’s management of the Fund(s) and/or that could reasonably be expected to have a material impact on the Adviser’s ability to conduct its business. Following the occurrence of any event set forth in this paragraph, the Adviser agrees to cooperate with and provide reasonable assistance to personnel of the Trust (including the Chief Compliance Officer of the Adviser and/or the Trust) or their designees in connection with any efforts to remedy or respond to such event. (g) The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. (h) The Adviser agrees that neither it, nor any of its affiliates, will knowingly in any violation way refer directly or default underindirectly to its relationship with the Trust, any agreement to which Adviser the Funds or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Trust, except as required by rule, regulation or upon the request of a governmental authority. However, the Adviser may use the performance of the Funds in its affiliates are a partycomposite performance.

Representations of the Adviser. The Adviser represents, warrants and agrees thatfurther covenants as follows: A. The Adviser a. It is duly organized, validly existing, and in good standing as a corporation under the laws of the State of North Carolina, and is qualified in each jurisdiction in which failure to be so qualified would reasonably be expected to have a material adverse effect upon it. b. It has full power and authority to enter into this Agreement and to perform its obligations under this Agreement. c. This Agreement has been duly authorized and validly authorized, executed, and delivered by the Board of Trustees of Adviser and is enforceable against the Trust to delegate to the Sub-Adviser the provision of investment services to each Portfolio as contemplated herebyin accordance with its terms. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Adviser is currently in material compliance and shall at all times continue to materially comply with the requirements imposed upon the Adviser by applicable law and regulations. D. d. The 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 and the Adviser's investment advisory agreement with the Fund remain 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 the services contemplated by this Agreement; the Adviser's investment advisory agreement with the Fund, (iii) has appointed a Chief Compliance Officer under Rule 206(4)-7 under the Advisers Act, (iv) has adopted written policies and procedures that are reasonably designed to prevent violations of the best of its knowledgeAdvisers Act from occurring, detect violations that have occurred, and correct promptly any violations that have occurred, (v) has materially met and will seek to continue to materially meet for so long as this Agreement is 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 the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; agency, and (vvi) will promptly notify the Sub-Adviser adviser of the occurrence of any event that would disqualify the Adviser from serving as an investment manager adviser of an a registered investment company pursuant to Section 9(a) of the Investment Company Act 1940 Act. e. To the best of its knowledge, there are no material pending, threatened, or otherwise. The Adviser will also promptly notify the Sub-Adviser if it is served contemplated actions, suits, proceedings, or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, investigations before or by any court, public board governmental, administrative, or self-regulatory body, involving the affairs board of the Portfolio(s)trade, provided, however, that routine regulatory examinations shall not be required to be reported by this provision. E. The execution, delivery and performance of this Agreement do not, and will not, conflict withexchange, or result in any violation or default under, any agreement arbitration panel to which Adviser it or any of its affiliates, is a party or to which it or any of its affiliates or assets are subject, nor has it or any of its affiliates received any notice of an investigation, inquiry, or dispute by any court, governmental, administrative, or self-regulatory body, board of trade, exchange, or arbitration panel regarding any of their respective activities which might reasonably be expected to result in a partymaterial adverse change in the Adviser's condition (financial or otherwise), business, or prospects or which might reasonably be expected to impair the Adviser's ability to discharge its obligations under this Agreement or the Adviser's investment management agreement with the Fund. f. It has all governmental, regulatory, self-regulatory, and exchange licenses, registrations, memberships, and approvals required to act as investment adviser to the Fund and it will obtain and maintain any such required licenses, registrations, memberships, and approvals. g. The information provided by the Adviser or the Fund to the Sub-adviser in writing shall not, to the knowledge of the Adviser, contain an untrue statement of a material fact or omit to state a material fact necessary to make the information not misleading. h. If, at any time during the term of this Agreement, it discovers any fact or omission, or any event or change of circumstances has occurred, which would make any of its representations and warranties herein inaccurate or incomplete in any material respect, it will provide prompt written notification to the Sub-adviser of such fact, omission, event, or change of circumstance, and the facts related thereto, and it is agreed that the failure to provide such notification of the failure to continue to be in compliance with the foregoing representations and warranties shall be deemed a material breach of this Agreement.

Representations of the Adviser. The Adviser represents, warrants and agrees that: A. The Adviser has been duly authorized by the Board of Trustees of the Trust to delegate to the Sub-Adviser the provision of investment services to each Portfolio Fund as contemplated hereby. B. The Adviser Trust has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Adviser is currently in material compliance and shall at all times continue to materially comply with the requirements imposed upon the Adviser by applicable law and regulations. D. The 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 the services contemplated by this Agreement; (iii) to the best of its knowledge, has met and will seek to continue to meet for so long as this Agreement is 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 the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as investment manager adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. . D. The Adviser will also promptly notify the acknowledges receipt of Sub-Adviser if it is served or otherwise receives notice of any actionAdviser’s Form ADV Part 2A at least 48 hours prior to entering into this Agreement, suit, proceeding, inquiry or investigation, at law or in equity, before or as required by any court, public board or body, involving Rule 204-3 under the affairs of the Portfolio(s), provided, however, that routine regulatory examinations shall not be required to be reported by this provisionAdvisers Act. E. The execution, delivery and performance of this Agreement do not, and will not, conflict with, or result in any violation or default under, any agreement to which Adviser or any of its affiliates are a party.

Representations of the Adviser. The Adviser represents, warrants and agrees that: A. The Adviser has been duly authorized by the Board of Trustees of the Trust Directors to delegate to the Sub-Adviser Portfolio Advisors the provision of investment services to each Portfolio on behalf of the Fund as contemplated herebythereby. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and Rule 204A-1 of the Advisers Act and will provide the Sub-Adviser Portfolio Advisors with a copy of such code of ethics. 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 president, the Chief Compliance Officer or a vice-president of the Adviser shall certify to the Chief Compliance Officer of the Fund that the 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 Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. C. The Adviser is currently in material compliance and shall at all times continue to materially comply with the requirements imposed upon the Adviser by applicable law and regulations. D. . D The 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 the services contemplated by this Agreement; (iii) to the best of its knowledge, has met and will seek to continue to meet for so long as this Agreement is 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 the services contemplated by this Agreement; (iv) has the authority (including necessary limited partnership action) to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser Portfolio Advisors of the occurrence of any event that would disqualify the Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. The Adviser will also promptly notify the Sub-Adviser Portfolio Advisors 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), Fund; provided, however, that routine regulatory examinations shall not be required to be reported by this provision. E. The execution, delivery and performance of this Agreement do not, and will not, conflict with, or result in any violation or default under, any agreement to which Adviser or any of its affiliates are a party.

Representations of the Adviser. The Adviser represents, warrants and agrees thatas follows: A. The Adviser has been duly authorized by the Board of Trustees of the Trust to delegate to the Sub-Adviser the provision of investment services to each Portfolio as contemplated hereby. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Adviser is currently in material compliance and shall at all times continue to materially comply with the requirements imposed upon the Adviser by applicable law and regulations. D. The 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 the services contemplated by this Agreement; (iii) to the best of its knowledge, has met and will seek to continue to meet for so long as this Agreement is 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 the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser Manager of the occurrence of any event that would disqualify the Adviser from serving as an investment manager adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. The Adviser will also promptly notify each Portfolio and the Sub-Adviser Manager 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), provided, however, that routine regulatory examinations shall not be required to be reported by this provision. E. B. The executionAdviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and Rule 204A-1 under the Advisers Act and will provide the Manager and the Board with a copy of such code of ethics, delivery 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 performance as otherwise requested, the president, Chief Operating Officer or a vice-president of the Adviser shall certify to the Manager that the 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 Adviser’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 Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made to the Adviser by Rule 17j-1(c)(1) and Rule 204A-1 and all other records relevant to the Adviser’s code of ethics. C. The Adviser has provided the Trust and the Manager with a copy of its Form ADV, which as of the date of this Agreement do notis its Form ADV as most recently filed with the SEC and promptly will furnish a copy of all amendments to the Trust and the Manager at least annually. Such amendments shall reflect all changes as required by the Advisers Act. D. The Adviser will notify the Trust and the Manager of any assignment of this Agreement or change of control of the Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio(s) or senior management of the Adviser, in each case prior to or promptly after, such change. The Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of an assignment or change in control. E. The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it, nor any of its affiliates, will not, conflict with, or result knowingly in any violation way refer directly or default underindirectly to its relationship with the Trust, any agreement to which Adviser the Portfolio(s), the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager, except as required by rule, regulation or upon the request of a governmental authority. However, the Adviser may use the performance of the Portfolio in its affiliates are a partycomposite performance.

Representations of the Adviser. The Adviser represents, warrants and agrees thatas follows: A. The Adviser has been duly authorized by the Board of Trustees of the Trust to delegate to the Sub-Adviser the provision of investment services to each Portfolio as contemplated hereby. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Adviser is currently in material compliance and shall at all times continue to materially comply with the requirements imposed upon the Adviser by applicable law and regulations. D. The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered (or shall qualify for an exemption from registration) 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 the services contemplated by this Agreement; (iii) to the best of its knowledge, has met and will seek to continue to meet meet, for so long as this Agreement is 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 the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser Manager of the occurrence of any event that would disqualify the Adviser from serving as an investment manager adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. The Adviser will also promptly notify each Portfolio and the Sub-Adviser Manager 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), provided, however, that routine regulatory examinations shall not be required to be reported by this provision. E. B. The executionAdviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and Rule 204A-1 under the Advisers Act and will provide the Manager and the Board with a copy of such code of ethics, delivery 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 performance as otherwise requested, the president, Chief Operating Officer or a vice-president of the Adviser shall certify to the Manager that the 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 Adviser’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 Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made to the Adviser by Rule 17j-1(c)(1) and Rule 204A-1(b) and all other records relevant to the Adviser’s code of ethics but only to the extent such reports and/or records relate to the provision of services hereunder. C. The Adviser has provided the Trust and the Manager with a copy of its Form ADV, which as of the date of this Agreement do notis its Form ADV as most recently filed with the SEC and promptly will furnish a copy of all amendments to the Trust and the Manager at least annually. Such amendments shall reflect those changes in the Adviser’s organizational structure, professional staff or other significant developments affecting the Adviser, which are required by the Advisers Act. D. The Adviser will notify the Trust and the Manager of any assignment of this Agreement or change of control of the Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio(s) or senior management of the Adviser, in each case prior to or promptly after, such change. The Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of an assignment or change in control. E. The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it, nor any of its affiliates, will not, conflict with, or result knowingly in any violation way refer directly or default underindirectly to its relationship with the Trust, any agreement to which Adviser the Portfolio(s), the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager, except as required by rule, regulation or upon the request of a governmental authority. However, the Adviser may use the performance of the Portfolio in its affiliates are a partycomposite performance.

Representations of the Adviser. The Adviser represents, warrants and agrees thatas follows: A. The Adviser has been duly authorized by the Board of Trustees of the Trust to delegate to the Sub-Adviser the provision of investment services to each Portfolio as contemplated hereby. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Adviser is currently in material compliance and shall at all times continue to materially comply with the requirements imposed upon the Adviser by applicable law and regulations. D. The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered (or shall qualify for an exemption from registration) 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 the services contemplated by this Agreement; (iii) to the best of its knowledge, has met and will seek to continue to meet meet, for so long as this Agreement is 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 the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser Manager of the occurrence of any event that would disqualify the Adviser from serving as an investment manager adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. The Adviser will also promptly notify each Portfolio and the Sub-Adviser Manager 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), provided, however, that routine regulatory examinations shall not be required to be reported by this provision. E. B. The executionAdviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and Rule 204A-1 under the Advisers Act and will provide the Manager and the Board with a copy of such code of ethics, delivery 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 performance as otherwise requested, the president, Chief Operating Officer or a vice-president of the Adviser shall certify to the Manager that the 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 Adviser’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 Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made to the Adviser by Rule 17j-1(c)(1) and Rule 204A-1(b) and all other records relevant to the Adviser’s code of ethics. C. The Adviser has provided the Trust and the Manager with a copy of its Form ADV, which as of the date of this Agreement do notis its Form ADV as most recently filed with the SEC and promptly will furnish a copy of all amendments to the Trust and the Manager at least annually. Such amendments shall reflect those changes in the Adviser’s organizational structure, professional staff or other significant developments affecting the Adviser, which are required by the Advisers Act. D. The Adviser will notify the Trust and the Manager of any assignment of this Agreement or change of control of the Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio(s) or senior management of the Adviser, in each case prior to or promptly after, such change. The Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of an assignment or change in control. E. The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it, nor any of its affiliates, will not, conflict with, or result knowingly in any violation way refer directly or default underindirectly to its relationship with the Trust, any agreement to which Adviser the Portfolio(s), the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager, except as required by rule, regulation or upon the request of a governmental authority. However, the Adviser may use the performance of the Portfolio in its affiliates are a partycomposite performance.

Representations of the Adviser. The Adviser represents, warrants and agrees that: A. The Adviser has been duly authorized by the Board of Trustees of the Trust to delegate to the Sub-Adviser the provision of investment services to each Portfolio as contemplated hereby. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and Rule 204A-1 of the Advisers Act and will provide the Sub-Adviser MCCM with a copy of such code of ethics. 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 president, theChief Compliance Officer or a vice-president of the Adviser shall certify to the Chief Compliance Officer of the Fund that the 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 Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. C. B. The Adviser is currently in material compliance and shall at all times continue to materially comply with the requirements imposed upon the Adviser by applicable law and regulations. D. C. The 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 the services contemplated by this Agreement; (iii) to the best of its knowledge, has met and will seek to continue to meet for so long as this Agreement is 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 the services contemplated by this Agreement; and (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser MCCM of the occurrence of any event that would disqualify the Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. The Adviser will also promptly notify the Sub-Adviser MCCM 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)Fund, provided, however, that routine regulatory examinations shall not be required to be reported by this provision. D. The Adviser has provided the Fund and MCCM with a copy of its Form ADV Part 1, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC and ADV Part 2A and promptly will furnish a copy of all amendments to the Fund and MCCM at least annually. Such amendments shall reflect all changes in the Adviser’s organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. E. The Adviser will notify the Fund and MCCM of any potential assignment of this Agreement or change of control of the Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Fund or senior management of the Adviser, in each case prior to or promptly after, such change. The Adviser agrees to bear all reasonable expenses of the Fund, if any, arising out of an assignment or change in control. F. The Adviser will promptly notify the Fund and MCCM of any financial condition that is likely to impair the Adviser’s ability to fulfill its commitment under this Agreement. G. The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. H. The execution, delivery and performance of this Agreement do not, and will not, conflict with, or result in any violation or default under, any agreement to which Adviser Investment Manager or any of its affiliates Affiliates are a party.

Representations of the Adviser. The Adviser represents, warrants and agrees that: A. The Adviser has been duly authorized by the Board of Trustees of the Trust to delegate to the Sub-Adviser the provision of investment services to each Portfolio as contemplated hereby. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 17j- 1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Adviser is currently in material compliance and shall at all times continue to materially comply with the requirements imposed upon the Adviser by applicable law and regulations. D. The 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 the services contemplated by this Agreement; (iii) to the best of its knowledge, has met and will seek to continue to meet for so long as this Agreement is 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 the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. The Adviser will also promptly notify the Sub-Adviser 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), provided, however, that routine regulatory examinations shall not be required to be reported by this provision. E. The execution, delivery and performance of this Agreement do not, and will not, conflict with, or result in any violation or default under, any agreement to which Adviser or any of its affiliates are a party.

Representations of the Adviser. The Adviser represents, warrants and agrees thatas follows: A. The Adviser has been duly authorized by the Board of Trustees of the Trust to delegate to the Sub-Adviser the provision of investment services to each Portfolio as contemplated hereby. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Adviser is currently in material compliance and shall at all times continue to materially comply with the requirements imposed upon the Adviser by applicable law and regulations. D. (a) The 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 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) to the best of its knowledge, has met and will seek to continue to meet meet, for so long as this Agreement is 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 the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser Trust of the occurrence of any event that would substantially impair the Adviser’s ability to fulfill its commitment under this Agreement or disqualify the Adviser from serving as an investment manager adviser of an investment company pursuant to Section 9(a) of the Investment Company 1940 Act or otherwise. The Adviser will also promptly notify the Sub-Adviser each Fund 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, government agency, self regulatory organization, public board or body, involving the affairs of the Portfolio(s)Funds or the Adviser, provided, however, that routine regulatory examinations shall will not be required to be reported by this provision. E. (b) The executionAdviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and will provide the Board with a copy of such code of ethics, delivery together with evidence of its adoption. Upon the request of the Trust, from time to time, the Adviser will certify to the Trust that the Adviser has complied with the requirements of Rule 17j-1 and performance Rule 204A-1 and that there has been no material violation of the Adviser’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 Trust, the Adviser will permit the Trust to examine the reports required to be made to the Adviser by Rule 17j-1(c)(1) and Rule 204A-1(b) and all other records relevant to the Adviser’s code of ethics but only to the extent such reports and/or records relate to the provision of services hereunder. (c) The Adviser has adopted and implemented and will maintain (a) in accordance with Rule 206(4)-7 under the Advisers Act, policies and procedures reasonably designed to prevent violation by the Adviser and its supervised persons (as such term is defined by the Advisers Act) of the Advisers Act and the rules thereunder; and (b) to the extent that the Adviser’s activities or services could affect the Fund(s), policies and procedures reasonably designed to prevent violation of the federal securities laws (as such term is defined in Rule 38a-1 under the 1940 Act) by the Fund(s) and the Adviser (such policies and procedures being the “Compliance Program”). The Adviser has provided the Trust with a copy of its Compliance Program and promptly will furnish a copy of all amendments to the Compliance Program at least annually. (d) The Adviser has provided the Trust with a copy of its Form ADV, which as of the date of this Agreement do notis its Form ADV as most recently filed with the SEC and promptly will furnish a copy of all amendments to the Trust at least annually. Such amendments will reflect those changes in the Adviser’s organizational structure, professional staff or other significant developments affecting the Adviser, which are required by the Advisers Act. (e) The Adviser will notify the Trust of any assignment of this Agreement or change of control of the Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Fund(s) or senior management of the Adviser, in each case prior to or promptly after, such change. The Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of an assignment or change in control. (f) The Adviser will notnotify the Trust promptly upon detection of (a) any material failure to manage the Fund(s) in accordance with the Fund(s)’ stated investment objectives and policies or any applicable law; (b) any material breach of any of the Fund(s)’ or the Adviser’s policies, conflict withguidelines or procedures (including the Compliance Program); or (c) any pending or threatened regulatory action, investigation, lawsuit or result other proceeding relating to the Adviser’s management of the Fund(s) and/or that could reasonably be expected to have a material impact on the Adviser’s ability to conduct its business. Following the occurrence of any event set forth in this paragraph, the Adviser agrees to cooperate with and provide reasonable assistance to personnel of the Trust (including the Chief Compliance Officer of the Adviser and/or the Trust) or their designees in connection with any efforts to remedy or respond to such event. (g) The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. (h) The Adviser agrees that neither it, nor any of its affiliates, will knowingly in any violation way refer directly or default underindirectly to its relationship with the Trust, any agreement to which Adviser the Funds or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Trust, except as required by rule, regulation or upon the request of a governmental authority. However, the Adviser may use the performance of the Funds in its affiliates are a partycomposite performance.

Representations of the Adviser. The Adviser represents, warrants and agrees that: A. The Adviser has been duly authorized by the Board of Trustees of the Trust to delegate to the Sub-Adviser the provision of investment services to each Portfolio the Master Fund as contemplated hereby. B. The Adviser has and the Fund have adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Adviser is currently in material compliance and shall at all times continue to materially comply with the requirements imposed upon the Adviser by applicable law and regulations. D. The 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 the services contemplated by this Agreement; (iii) to the best of its knowledge, has met and will seek to continue to meet for so long as this Agreement is 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 the services contemplated by this Agreement; and (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. The Adviser will also promptly notify the Sub-Adviser 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)Master Fund or a Feeder Fund, provided, however, that routine regulatory examinations shall not be required to be reported by this provision. E. The execution, delivery and performance of this Agreement do not, and will not, conflict with, or result in any violation or default under, any agreement to which Adviser or any of its affiliates Affiliates are a party.

Representations of the Adviser. The Adviser represents, warrants and agrees thatas follows: A. The Adviser has been duly authorized by the Board of Trustees of the Trust to delegate to the Sub-Adviser the provision of investment services to each Portfolio as contemplated hereby. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Adviser is currently in material compliance and shall at all times continue to materially comply with the requirements imposed upon the Adviser by applicable law and regulations. D. (a) The 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 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) to the best of its knowledge, has met and will seek to continue to meet meet, for so long as this Agreement is 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 the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser Company of the occurrence of any event that would substantially impair the Adviser's ability to fulfill its commitment under this Agreement or disqualify the Adviser from serving as an investment manager adviser of an investment company pursuant to Section 9(a) of the Investment Company 1940 Act or otherwise. The Adviser will also promptly notify the Sub-Adviser each Fund 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, government agency, self regulatory organization, public board or body, involving the affairs of the Portfolio(s)Funds or the Adviser, provided, however, that routine regulatory examinations shall will not be required to be reported by this provision. E. (b) The executionAdviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and will provide the Board with a copy of such code of ethics, delivery 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 performance as otherwise requested, the president, chief operating officer or a vice-president of the Adviser will certify to the Company that the 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 Adviser'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 Company, the Adviser will permit the Company to examine the reports required to be made to Adviser by Rule of services hereunder. (c) accordance with Rule 17j- l (c)(1) and Rule 206 204A-I(b) and all other records relevant to the Adviser's code of ethics but only to the extent such reports and/or records relate to the provision The Adviser has adopted and implemented and will maintain (a) in (4)-7 under the Advisers Act, policies and procedures reasonably to prevent violation by the Adviser and its supervised persons (as such term is defined by the Advisers Act) of the Advisers Act and the rules thereunder; and (b) to the extent that the Adviser's activities or services could affect the Fund(s), policies and procedures reasonably designed to prevent violation of the federal securities laws (as such term is defined in Rule 38a-1 under the 1▇▇▇ ▇▇▇) by the Fund(s) and the Adviser (such policies and procedures being the "Compliance Program"). The Adviser has provided the Company with a copy of its Compliance Program and promptly will furnish a copy of all amendments to the Compliance Program at least annually. (d) The Adviser has provided the Company with a copy of its Form ADV, which as of the date of this Agreement do notis its Form ADV as most recently filed with the SEC and promptly will furnish a copy of all amendments to the Company at least annually. Such amendments will reflect those changes in the Adviser's organizational structure, professional staff or other significant developments affecting the Adviser, which are required by the Advisers Act. (e) The Adviser will notify the Company of any assignment of this Agreement or change of control of the Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Fund(s) or senior management of the Adviser, in each case prior to or promptly after, such change. The Adviser agrees to bear all reasonable expenses of the Company, if any, arising out of an assignment or change in control. (f) The Adviser will not, conflict with, or result notify the Company immediately upon detection of (a) any material failure to manage the Fund(s) in any violation or default under, any agreement to which Adviser accordance with the Fund(s)' stated investment objectives and policies or any applicable law; (b) any material breach of any of the Fund(s)' or the Adviser's policies, guidelines or procedures (including the Compliance Program); or (c) any pending or threatened regulatory action, investigation, lawsuit or other proceeding relating to the Adviser's management of the Fund(s) and/or that could reasonably be expected to have a material impact on the Adviser's ability to conduct its affiliates are a partybusiness. Following the occurrence of any event set forth in this paragraph, the Adviser agrees to cooperate with and provide reasonable assistance to personnel of the Company (including the chief compliance officer of the Adviser and/or the Company) or their designees in connection with any efforts to remedy or respond to such event. (g) The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. (h) The Adviser will promptly provide all other information and

Representations of the Adviser. The Adviser represents, warrants warrants, and agrees that: A. The Adviser has been duly authorized by the Board of Trustees of the Trust to delegate to the Sub-Adviser the provision of services with respect to the Fund and the investment services to each Portfolio and reinvestment of the Assets of the Fund as contemplated hereby. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 17j 1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Adviser is currently in material compliance and shall at all times continue to materially comply with the requirements imposed upon the Adviser by applicable law and regulations. D. The 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 Act, or other law, regulation regulation, or order from performing the services contemplated by this Agreement; , (iii) to the best of its knowledge, has met and will seek to continue to meet for so long as this Agreement is 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 the services contemplated by this Agreement; , (iv) has the full power and authority to enter into and perform the services contemplated by this Agreement; , and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. . D. The Adviser consents to each Fund being treated as an exempt account under Rule 4.5 of the U.S. Commodity Futures Trading Commission (the “CFTC”); E. The Adviser is not registered with the National Futures Association as a commodity pool operator or commodity trading adviser because it does not engage in any activities requiring such registration; F. The execution, delivery and performance by the Adviser and the Funds of this Agreement have been duly authorized by all necessary action on the part of the Adviser and the Board (including full authority to bind the Funds to the terms of this Agreement); and G. The Adviser will also promptly notify the Sub-Adviser 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), provided, however, that routine regulatory examinations shall not be required to be reported by above representations in this provisionSection are no longer true and accurate. E. The execution, delivery and performance of this Agreement do not, and will not, conflict with, or result in any violation or default under, any agreement to which Adviser or any of its affiliates are a party.