Common use of Acknowledgements of Adviser Clause in Contracts

Acknowledgements of Adviser. Adviser acknowledges and agrees that: a) If the Sub-Adviser is registered as a Commodity Trading Advisor under the CEA, the Adviser consents to the Sub-Adviser’s compliance with the alternative disclosure and recordkeeping standards available to exempt accounts under CFTC Rule 4.7 with respect to a Company’s trading in commodity interests, provided that the Sub-Adviser has duly filed a notice of claim for such relief pursuant to Rule 4.7(d). The Adviser will take reasonable steps to cooperate with the Sub-Adviser in connection with establishing and maintaining such exemption under Rule 4.7, including, upon request, confirming whether a Company is a “qualified eligible person” as defined in Rule 4.7. b) If the Adviser is excluded from the definition of a commodity pool operator under CFTC Rule 4.5 with respect to a Fund, the Adviser will furnish the Sub-Adviser with a copy of the notice of eligibility filed pursuant to Rule 4.5 (c) with respect to such exclusion, or, if more recent, the most recent annual notice affirming the basis of such eligibility that has been filed pursuant to Rule 4.5(c)(5). c) The Adviser hereby acknowledges that not less than forty-eight (48) hours before the date it has executed this Agreement, it received from the Sub-Adviser a copy of the Sub-Adviser’s most recent Form ADV, Part 1 as filed with the Securities and Exchange Commission and Part 2 as required by Rule 204-(3) of the Advisers Act; d) The Trust is a “qualified institutional buyer” (“QIB”) as defined in Rule 144A under the Securities Act of 1933, as amended, and the Adviser will promptly notify the Sub-Adviser if the Trust ceases to be a QIB; e) The assets in the Company are free from all liens and charges and undertakes that no liens or charges will arise from the acts or omissions of the Adviser and the Trust which may prevent the Sub-Adviser from giving a first priority lien or charge on the assets solely in connection with the Sub-Adviser’s authority to direct the deposit of margin or collateral to the extent necessary to meet the obligations of the Company with respect to any investments made pursuant to the Prospectus; and f) The Adviser acknowledges that the Sub-Adviser is not the compliance agent for the Company or for the Adviser, and does not have access to all of the Company’s books and records necessary to perform certain compliance testing. To the extent that the Sub-Adviser has agreed to perform the services specified in Section 3 hereof in accordance with applicable law (including Section 851 of the Internal Revenue Code of 1986, as amended, the Act and the Advisers Act (“Applicable Law”)) and in accordance with the Trust documents, policies and determinations of the Board of Trustees of the Trust and the Adviser, and the relevant Prospectus (collectively the “Charter Requirements”) the Sub-Adviser shall perform such services based upon its books and records with respect to the Company, which comprise a portion of the Trust’s books and records, and upon written instructions received from the Company, the Adviser or the Trust’s administrator, and shall not be held responsible under this Agreement so long as it performs such services in accordance with this Agreement, the Charter Requirements and Applicable Law based upon such books and records and such instructions provided by the Company, the Adviser or the Trust’s administrator. The Sub-Adviser shall be afforded a reasonable amount of time to implement any such instructions (for example, if instructed not to trade on behalf of securities of certain specified Adviser or the Trust’s affiliates, the Sub-Adviser shall be notified and afforded five business days after receipt of such instruction to implement this trading restriction).

Acknowledgements of Adviser. Adviser acknowledges and agrees that: a) If the Sub-Adviser is registered as a Commodity Trading Advisor under the CEA, the Adviser consents to the Sub-Adviser’s treatment of the Company as an exempt account under CFTC Rule 4.7 (including but not limited to compliance with the alternative disclosure and recordkeeping standards available to exempt accounts under CFTC Rule 4.7 4.7) with respect to a the Company’s trading in commodity interests, provided that the Sub-Adviser has duly filed a notice of claim for such relief pursuant to Rule 4.7(d). The Adviser will take reasonable steps to cooperate with the Sub-Adviser in connection with establishing and maintaining such exemption under Rule 4.7, including, upon request, confirming whether a the Company is a “qualified eligible person” as defined in Rule 4.7. b) If the Adviser is excluded from the definition of a commodity pool operator under CFTC Rule 4.5 with respect to a Fund, the Adviser will furnish the Sub-Adviser with a copy of the notice of eligibility filed pursuant to Rule 4.5 (c) with respect to such exclusion, or, if more recent, the most recent annual notice affirming the basis of such eligibility that has been filed pursuant to Rule 4.5(c)(5). c) The Adviser hereby acknowledges that not less than forty-eight (48) hours before the date it has executed this Agreement, it received from the Sub-Adviser a copy of the Sub-Adviser’s most recent Form ADV, Part 1 as filed with the Securities and Exchange Commission and Part 2 as required by Rule 204-(3) of the Advisers Act; d) The Trust is a “qualified institutional buyer” (“QIB”) as defined in Rule 144A under the Securities Act of 1933, as amended, and the Adviser will promptly notify the Sub-Adviser if the Trust ceases to be a QIB; e) The assets in the Company are free from all liens and charges and undertakes that no liens or charges will arise from the acts or omissions of the Adviser and the Trust which may prevent the Sub-Adviser from giving a first priority lien or charge on the assets solely in connection with the Sub-Adviser’s authority to direct the deposit of margin or collateral to the extent necessary to meet the obligations of the Company with respect to any investments made pursuant to the Prospectus; and f) The Adviser acknowledges that the Sub-Adviser is not the compliance agent for the Company or for the Adviser, and does not have access to all of the Company’s books and records necessary to perform certain compliance testing. To the extent that the Sub-Adviser has agreed to perform the services specified in Section 3 hereof in accordance with applicable law (including Section 851 of the Internal Revenue Code of 1986, as amended, the Act and the Advisers Act (“Applicable Law”)) and in accordance with the Trust documents, policies and determinations of the Board of Trustees of the Trust and the Adviser, and the relevant Prospectus (collectively the “Charter Requirements”) the Sub-Adviser shall perform such services based upon its books and records with respect to the Company, which comprise a portion of the Trust’s books and records, and upon written instructions received from the Company, the Adviser or the Trust’s administrator, and shall not be held responsible under this Agreement so long as it performs such services in accordance with this Agreement, the Charter Requirements and Applicable Law based upon such books and records and such instructions provided by the Company, the Adviser or the Trust’s administrator. The Sub-Adviser shall be afforded a reasonable amount of time to implement any such instructions (for example, if instructed not to trade on behalf of securities of certain specified Adviser or the Trust’s affiliates, the Sub-Sub- Adviser shall be notified and afforded five business days after receipt of such instruction to implement this trading restriction).

Acknowledgements of Adviser. Adviser acknowledges and agrees that: a) If the Sub-Adviser is registered as a Commodity Trading Advisor under the CEA, the Adviser consents to the Sub-Adviser’s compliance with the alternative disclosure and recordkeeping standards available to exempt accounts under CFTC Rule 4.7 with respect to a CompanyFund’s trading in commodity interests, provided that the Sub-Adviser has duly filed a notice of claim for made all necessary filings to the extent required to be eligible to rely on such relief pursuant to Rule 4.7(d)Rule. The Adviser will take reasonable steps to cooperate with the Sub-Adviser in connection with establishing and maintaining such exemption under Rule 4.7, including, upon request, confirming whether a Company Fund is a “qualified eligible person” as defined in Rule 4.7.; b) If the Adviser is excluded from the definition of a commodity pool operator under CFTC Rule 4.5 with respect to a Fund, the Adviser will furnish the Sub-Adviser with a copy of the notice of eligibility filed pursuant to Rule 4.5 (c) with respect to such exclusion, or, if more recent, the most recent annual notice affirming the basis of such eligibility that has been filed pursuant to Rule 4.5(c)(5).; and c) The Adviser hereby acknowledges that not less than forty-eight (48) hours before the date it has executed this Agreement, it received from the Sub-Adviser a copy of the Sub-Adviser’s most recent Form ADV, Part 1 as filed represents and warrants that: It is registered with the U.S. Securities and Exchange Commission as an investment adviser under the Advisers Act, and Part 2 as required by Rule 204-(3) such registration is current, complete and in full compliance with all material applicable provision of the Advisers Act; d) The Trust is a “qualified institutional buyer” (“QIB”) as defined in Rule 144A under the Securities Act of 1933, as amended, and the Adviser will promptly notify the Sub-Adviser if the Trust ceases to be a QIB; e) The assets in the Company are free from all liens and charges and undertakes that no liens or charges will arise from the acts or omissions of the Adviser and the Trust which may prevent the Sub-Adviser from giving a first priority lien or charge on the assets solely in connection with the Sub-Adviser’s authority to direct the deposit of margin or collateral to the extent necessary to meet the obligations of the Company with respect to any investments made pursuant to the Prospectus; and f) The Adviser acknowledges that the Sub-Adviser is not the compliance agent for the Company or for the Adviser, and does not have access to all of the Company’s books and records necessary to perform certain compliance testing. To the extent that the Sub-Adviser has agreed to perform the services specified in Section 3 hereof in accordance with applicable law (including Section 851 of the Internal Revenue Code of 1986, as amended, the Act and the Advisers Act (“Applicable Law”)) rules and in accordance regulations thereunder; that it has all requisite authority to enter into, execute, deliver and perform its obligations under this Agreement; and that its performance under this Agreement does not conflict with the Trust documentsany law, policies and determinations of the Board of Trustees of the Trust and the Adviser, and the relevant Prospectus (collectively the “Charter Requirements”) the Sub-Adviser shall perform such services based upon its books and records with respect regulation or order to the Company, which comprise a portion of the Trust’s books and records, and upon written instructions received from the Company, the Adviser it is subject or the Trust’s administrator, and shall not be held responsible under this Agreement so long as it performs such services in accordance with this Agreement, the Charter Requirements and Applicable Law based upon such books and records and such instructions provided by the Company, the Adviser or the Trust’s administrator. The Sub-Adviser shall be afforded a reasonable amount of time to implement any such instructions (for example, if instructed not to trade on behalf of securities of certain specified Adviser or the Trust’s affiliates, the Sub-Adviser shall be notified and afforded five business days after receipt of such instruction to implement this trading restriction)governance requirements.

Acknowledgements of Adviser. Adviser acknowledges and agrees that: a) If the Sub-Adviser is registered as a Commodity Trading Advisor under the CEA, the Adviser consents to the Sub-Adviser’s treatment of the Company as an exempt account under CFTC Rule 4.7 (including but not limited to compliance with the alternative disclosure and recordkeeping standards available to exempt accounts under CFTC Rule 4.7 4.7) with respect to a the Company’s trading in commodity interests, provided that the Sub-Adviser has duly filed a notice of claim for such relief pursuant to Rule 4.7(d). The Adviser will take reasonable steps to cooperate with the Sub-Adviser in connection with establishing and maintaining such exemption under Rule 4.7, including, upon request, confirming whether a the Company is a “qualified eligible person” as defined in Rule 4.7. b) If the Adviser is excluded from the definition of a commodity pool operator under CFTC Rule 4.5 with respect to a Fund, the Adviser will furnish the Sub-Adviser with a copy of the notice of eligibility filed pursuant to Rule 4.5 (c) with respect to such exclusion, or, if more recent, the most recent annual notice affirming the basis of such eligibility that has been filed pursuant to Rule 4.5(c)(5). c) The Adviser hereby acknowledges that not less than forty-eight (48) hours before the date it has executed this Agreement, it received from the Sub-Adviser a copy of the Sub-Adviser’s most recent Form ADV, Part 1 as filed with the Securities and Exchange Commission and Part 2 as required by Rule 204-(3) of the Advisers Act; d) The Trust is a “qualified institutional buyer” (“QIB”) as defined in Rule 144A under the Securities Act of 1933, as amended, and the Adviser will promptly notify the Sub-Adviser if the Trust ceases to be a QIB; e) The assets in the Company are free from all liens and charges and undertakes that no liens or charges will arise from the acts or omissions of the Adviser and the Trust which may prevent the Sub-Adviser from giving a first priority lien or charge on the assets solely in connection with the Sub-Adviser’s authority to direct the deposit of margin or collateral to the extent necessary to meet the obligations of the Company with respect to any investments made pursuant to the Prospectus; and f) The Adviser acknowledges that the Sub-Adviser is not the compliance agent for the Company or for the Adviser, and does not have access to all of the Company’s books and records necessary to perform certain compliance testing. To the extent that the Sub-Adviser has agreed to perform the services specified in Section 3 hereof in accordance with applicable law (including Section 851 of the Internal Revenue Code of 1986, as amended, the Act and the Advisers Act (“Applicable Law”)) and in accordance with the Trust documents, policies and determinations of the Board of Trustees of the Trust and the Adviser, and the relevant Prospectus (collectively the “Charter Requirements”) the Sub-Adviser shall perform such services based upon its books and records with respect to the Company, which comprise a portion of the Trust’s books and records, and upon written instructions received from the Company, the Adviser or the Trust’s administrator, and shall not be held responsible under this Agreement so long as it performs such services in accordance with this Agreement, the Charter Requirements and Applicable Law based upon such books and records and such instructions provided by the Company, the Adviser or the Trust’s administrator. The Sub-Adviser shall be afforded a reasonable amount of time to implement any such instructions (for example, if instructed not to trade on behalf of securities of certain specified Adviser or the Trust’s affiliates, the Sub-Adviser shall be notified and afforded five business days after receipt of such instruction to implement this trading restriction).

Acknowledgements of Adviser. Adviser acknowledges and agrees that: a) If the Sub-Adviser is registered as a Commodity Trading Advisor under the CEA, the Adviser consents to the Sub-Adviser’s compliance with the alternative disclosure and recordkeeping standards available to exempt accounts under CFTC Rule 4.7 with respect to a Company’s trading in commodity interests, provided that the Sub-Sub- Adviser has duly filed a notice of claim for such relief pursuant to Rule 4.7(d). The Adviser will take reasonable steps to cooperate with the Sub-Adviser in connection with establishing and maintaining such exemption under Rule 4.7, including, upon request, confirming whether a Company is a “qualified eligible person” as defined in Rule 4.7. b) If the Adviser is excluded from the definition of a commodity pool operator under CFTC Rule 4.5 with respect to a the Fund, the Adviser will furnish the Sub-Adviser with a copy of the notice of eligibility filed pursuant to Rule 4.5 (c) with respect to such exclusion, or, if more recent, the most recent annual notice affirming the basis of such eligibility that has been filed pursuant to Rule 4.5(c)(5). c) The Adviser hereby acknowledges agrees that not less than forty-eight (48) hours before the date it has executed this Agreement, it received from the Sub-Adviser a copy makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Company or that the Company will perform comparably with any standard or index, including other clients of the Sub-Adviser’s most recent Form ADV, Part 1 as filed whether public or private. The Sub-Adviser shall not be deemed to have breached this Agreement or any investment restrictions or policies applicable to the Company in connection with fluctuations arising from market movements and other events outside the Securities and Exchange Commission and Part 2 as required by Rule 204-(3) control of the Advisers Act;Sub-Adviser. d) The Trust is a “qualified institutional buyer” (“QIB”) as defined Adviser agrees that neither it nor any of its affiliates will in Rule 144A under any way refer directly or indirectly to its relationship with Sub-Adviser, or any of its affiliates in offering, marketing, or other promotional materials without the Securities Act prior written consent of 1933, as amended, and Sub-Adviser; provided that Adviser shall not be required to obtain Sub-Adviser’s prior written consent to make factual statements regarding the Adviser will promptly notify the fact that Sub-Adviser if serves as Sub-Adviser to the Trust ceases Company, in responding to be a QIB;requests for information, in required disclosures or in responding to regulatory inquiries. e) Adviser is establishing and will be maintaining the Company’s account with Sub-Adviser solely for the purpose of investing the relevant securities and not with a view to obtaining information regarding portfolio holdings or investment decisions in order to effect securities transactions based upon such information or to provide such information to another party, and that Adviser and its employees, officers and directors shall not use account holdings information for any of the foregoing purposes. f) The assets in the Company are free from all liens and charges and undertakes that no liens or charges will arise from the acts or omissions of the Adviser and the Trust which may prevent the Sub-Adviser from giving a first priority lien or charge on the assets solely in connection with the Sub-Adviser’s authority to direct the deposit of margin or collateral to the extent necessary to meet the obligations of the Company. g) Adviser acknowledges that investment limitations and/or trading limitations or requirements imposed by the Adviser and the Custodian on the Sub-Adviser’s management of the Company, such as, but not limited to, the requirement that the Custodian trade some or all foreign currency transactions in certain markets, will impact the composition and performance of the Company as compared to other accounts managed by the Sub-Adviser. h) Adviser acknowledges that terminating the Company could require existing derivatives positions to be unwound. Unwinding these derivatives positions without giving a significant amount of prior notice to the Sub-Adviser could have a negative impact on the Company and Fund, and their performance. i) The Company is validly existing under the laws of the jurisdiction of its organization or incorporation, and if relevant, to the Adviser’s actual knowledge, is in good standing. j) The Company has the authority to engage in those derivative transactions, and to grant security interests on margin or collateral and otherwise perform the obligations relating to those trading agreements, and the Company has taken all necessary action to authorize such execution, delivery and performance. Adviser will promptly notify Sub-Adviser if it becomes aware of any change in circumstances that would make the foregoing representation incorrect. k) There currently is no pending or, to Adviser’s knowledge, threatened, action, suit or proceeding at law or in equity or before any court, tribunal, governmental body, agency or official or any arbitrator that is likely to affect the legality, validity, enforceability of any trading agreement against the Company. Adviser will notify Sub-Adviser if it becomes aware of any such action, suit or proceeding. l) Adviser will promptly notify Sub-Adviser if the Company allows any party other than Adviser or Sub-Adviser to act as a fiduciary for or adviser to the Company with respect to any investments made pursuant to the Prospectus; andtrading agreement. fm) The Adviser acknowledges that Company is an Eligible Contract Participant as defined in the Sub-Adviser is Commodity Exchange Act. n) That trading agreements may contain force majeure provisions whereby the parties are insulated from liability for losses caused, directly or indirectly, by government restrictions, exchange or market rulings, suspension of trading, war (whether declared or undeclared), terrorist acts, insurrection, riots, fires, flooding, strikes, failure of utility services, accidents, adverse weather or other events of nature, including but not the compliance agent for the Company limited to earthquakes, hurricanes and tornadoes, or for the Adviser, and does not have access to all of the Company’s books and records necessary to perform certain compliance testing. To the extent that the Sub-Adviser has agreed to perform the services specified in Section 3 hereof in accordance with applicable law (including Section 851 of the Internal Revenue Code of 1986, as amended, the Act and the Advisers Act (“Applicable Law”)) and in accordance with the Trust documents, policies and determinations of the Board of Trustees of the Trust and the Adviser, and the relevant Prospectus (collectively the “Charter Requirements”) the Sub-Adviser shall perform such services based upon its books and records with respect to the Company, which comprise a portion of the Trust’s books and records, and upon written instructions received from the Company, the Adviser or the Trust’s administrator, and shall not be held responsible under this Agreement so long as it performs such services in accordance with this Agreement, the Charter Requirements and Applicable Law based upon such books and records and such instructions provided by the Company, the Adviser or the Trust’s administrator. The Sub-Adviser shall be afforded a reasonable amount of time to implement any such instructions (for example, if instructed not to trade on behalf of securities of certain specified Adviser or the Trust’s affiliates, the Sub-Adviser shall be notified and afforded five business days after receipt of such instruction to implement this trading restriction)other conditions beyond their control.

Acknowledgements of Adviser. Adviser acknowledges and agrees that: a) If the Sub-Adviser is registered as a Commodity Trading Advisor under the CEA, the Adviser consents to the Sub-Adviser’s compliance with the alternative disclosure and recordkeeping standards available to exempt accounts under CFTC Rule 4.7 with respect to a CompanyFund’s trading in commodity interests, provided that the Sub-Sub- Adviser has duly filed a notice of claim for made all necessary filings to the extent required to be eligible to rely on such relief pursuant to Rule 4.7(d)Rule. The Adviser will take reasonable steps to cooperate with the Sub-Adviser in connection with establishing and maintaining such exemption under Rule 4.7, including, upon request, confirming whether a Company Fund is a “qualified eligible person” as defined in Rule 4.7.; b) If the Adviser is excluded from the definition of a commodity pool operator under CFTC Rule 4.5 with respect to a Fund, the Adviser will furnish the Sub-Adviser with a copy of the notice of eligibility filed pursuant to Rule 4.5 (c) with respect to such exclusion, or, if more recent, the most recent annual notice affirming the basis of such eligibility that has been filed pursuant to Rule 4.5(c)(5).; and c) The Adviser hereby acknowledges that not less than forty-eight (48) hours before the date it has executed this Agreement, it received from the Sub-Adviser a copy of the Sub-Adviser’s most recent Form ADV, Part 1 as filed represents and warrants that: It is registered with the U.S. Securities and Exchange Commission as an investment adviser under the Advisers Act, and Part 2 as required by Rule 204-(3) such registration is current, complete and in full compliance with all material applicable provision of the Advisers Act; d) The Trust is a “qualified institutional buyer” (“QIB”) as defined in Rule 144A under the Securities Act of 1933, as amended, and the Adviser will promptly notify the Sub-Adviser if the Trust ceases to be a QIB; e) The assets in the Company are free from all liens and charges and undertakes that no liens or charges will arise from the acts or omissions of the Adviser and the Trust which may prevent the Sub-Adviser from giving a first priority lien or charge on the assets solely in connection with the Sub-Adviser’s authority to direct the deposit of margin or collateral to the extent necessary to meet the obligations of the Company with respect to any investments made pursuant to the Prospectus; and f) The Adviser acknowledges that the Sub-Adviser is not the compliance agent for the Company or for the Adviser, and does not have access to all of the Company’s books and records necessary to perform certain compliance testing. To the extent that the Sub-Adviser has agreed to perform the services specified in Section 3 hereof in accordance with applicable law (including Section 851 of the Internal Revenue Code of 1986, as amended, the Act and the Advisers Act (“Applicable Law”)) rules and in accordance regulations thereunder; that it has all requisite authority to enter into, execute, deliver and perform its obligations under this Agreement; and that its performance under this Agreement does not conflict with the Trust documentsany law, policies and determinations of the Board of Trustees of the Trust and the Adviser, and the relevant Prospectus (collectively the “Charter Requirements”) the Sub-Adviser shall perform such services based upon its books and records with respect regulation or order to the Company, which comprise a portion of the Trust’s books and records, and upon written instructions received from the Company, the Adviser it is subject or the Trust’s administrator, and shall not be held responsible under this Agreement so long as it performs such services in accordance with this Agreement, the Charter Requirements and Applicable Law based upon such books and records and such instructions provided by the Company, the Adviser or the Trust’s administrator. The Sub-Adviser shall be afforded a reasonable amount of time to implement any such instructions (for example, if instructed not to trade on behalf of securities of certain specified Adviser or the Trust’s affiliates, the Sub-Adviser shall be notified and afforded five business days after receipt of such instruction to implement this trading restriction)governance requirements.

Acknowledgements of Adviser. Adviser acknowledges represents, warrants and agrees covenants that: a) If the The Sub-Adviser is registered will deliver on an annual basis to the Adviser a copy of its Disclosure Document as a Commodity Trading Advisor under Advisor, on file with the CEA, the Commodity Futures Trading Commission. The Adviser consents to the will annually acknowledge receipt of such copy. The Adviser acknowledges receipt of Sub-Adviser’s compliance with the alternative disclosure and recordkeeping standards available to exempt accounts under CFTC Rule 4.7 with respect to a Company’s trading in commodity interestsDisclosure Document dated October 31, provided that the Sub-Adviser has duly filed a notice of claim for such relief pursuant to Rule 4.7(d). The Adviser will take reasonable steps to cooperate with the Sub-Adviser in connection with establishing and maintaining such exemption under Rule 4.7, including, upon request, confirming whether a Company is a “qualified eligible person” as defined in Rule 4.7.2012; b) If the Adviser is excluded from the definition of a commodity pool operator under CFTC Rule 4.5 with respect to a Fund, the Adviser will furnish the Sub-Adviser with a copy of the notice of eligibility filed pursuant to Rule 4.5 (c) with respect to such exclusion, or, if more recent, the most recent annual notice affirming the basis of such eligibility that has been filed pursuant to Rule 4.5(c)(5).; c) The Adviser hereby acknowledges that not less than forty-eight (48) hours before the date it has executed this Agreement, it received from the Sub-Adviser a copy of the Sub-Adviser’s most recent Form ADV, Part 1 as filed with the Securities and Exchange Commission and Part 2 as required by Rule 204-(3) of the Advisers Act; d) The Trust is a “qualified institutional buyer” (“QIB”) as defined in Rule 144A under the Securities Act of 1933, as amended, and the Adviser will promptly notify the Sub-Adviser if the Trust ceases to be a QIB; d) Adviser has all necessary power and authority to execute, deliver and perform this Agreement and all transactions contemplated hereby and such execution, delivery and performance will not violate any applicable law, rule, regulation, governing document (e.g., Certificate of Incorporation or Bylaws), contract or other material agreement binding upon Adviser or Trust; e) The assets in the Company Funds are free from all liens and charges charges, and undertakes that no liens or charges will arise from the acts act or omissions of the Adviser and or the Trust which may prevent the Sub-Adviser from giving a first priority lien or charge on the assets solely in connection with the Sub-Adviser’s authority to direct the deposit of margin or collateral to the extent necessary to meet the obligations of the Company Funds with respect to any investments made pursuant to the Prospectus; and; f) The Adviser acknowledges that will promptly notify the Sub-Adviser if any “government entity” assets, within the meaning of Rule 206(4)-5 under the Advisers Act, are contributed to the Funds; and g) Each Fund listed in Schedule A is not the compliance agent for the Company or for the Advisera “qualified eligible person” (“QEP”) as defined in Commodity Futures Trading Commission Rule 4.7 (“CFTC Rule 4.7”), and does not have access to all of the Company’s books and records necessary to perform certain compliance testing. To the extent that Adviser will promptly notify the Sub-Adviser has agreed if any Fund listed in Schedule A ceases to perform the services specified in Section 3 hereof in accordance with applicable law (including Section 851 of the Internal Revenue Code of 1986, as amended, the Act and the Advisers Act (“Applicable Law”)) and in accordance with the Trust documents, policies and determinations of the Board of Trustees of the Trust and the Adviserbe a QEP, and the relevant Prospectus (collectively the hereby consents to be treated as an “Charter Requirements”) the Sub-Adviser shall perform such services based upon its books and records with respect to the Company, which comprise a portion of the Trust’s books and records, and upon written instructions received from the Company, the Adviser or the Trust’s administrator, and shall not be held responsible exempt account” under this Agreement so long as it performs such services in accordance with this Agreement, the Charter Requirements and Applicable Law based upon such books and records and such instructions provided by the Company, the Adviser or the Trust’s administrator. The Sub-Adviser shall be afforded a reasonable amount of time to implement any such instructions (for example, if instructed not to trade on behalf of securities of certain specified Adviser or the Trust’s affiliates, the Sub-Adviser shall be notified and afforded five business days after receipt of such instruction to implement this trading restriction)CFTC Rule 4.7.

Acknowledgements of Adviser. Adviser acknowledges and agrees that: a) If the Sub-Adviser is registered as a Commodity Trading Advisor under the CEA, the Adviser consents to the Sub-AdviserAdvisor’s compliance with the alternative disclosure and recordkeeping standards available to exempt accounts under CFTC Rule 4.7 with respect to a CompanyFund’s trading in commodity interests, provided that the Sub-Adviser has duly filed a notice of claim for such relief pursuant to Rule 4.7(d). The Adviser will take reasonable steps to cooperate with the Sub-Adviser in connection with establishing and maintaining such exemption under Rule 4.7, including, upon request, confirming whether a Company Fund is a “qualified eligible person” as defined in Rule 4.7. b) If the Adviser is excluded from the definition of a commodity pool operator under CFTC Rule 4.5 with respect to a Fund, the Adviser will furnish the Sub-Adviser with a copy of the notice of eligibility filed pursuant to Rule 4.5 (c) with respect to such exclusion, or, if more recent, the most recent annual notice affirming the basis of such eligibility that has been filed pursuant to Rule 4.5(c)(5). c) The Adviser hereby acknowledges that not less than forty-eight (48) hours before the date it has executed this Agreement, it received from the Sub-Adviser a copy of the Part 2 of Sub-Adviser’s most recent Form ADV, Part 1 as filed with the Securities and Exchange Commission and Part 2 as required by Rule 204-(3) of the Investment Advisers Act;Act of 1940, as amended. d) The Trust is a “qualified institutional buyer” (“QIB”) as defined in Rule 144A under the Securities Act of 1933, as amended, and the Adviser will promptly notify the Sub-Adviser if the Trust ceases to be a QIB; e) The assets in the Company each Fund are free from all liens and charges and Adviser undertakes that no liens or charges will arise from the acts or omissions of the Adviser and the Trust Strategic Income Fund which may prevent the Sub-Adviser from giving a first priority lien or charge on the assets solely in connection with the Sub-Adviser’s authority to direct the deposit of margin or collateral to the extent necessary to meet the obligations of the Company a Fund with respect to any investments made pursuant to the Prospectus; and. fe) The Adviser acknowledges that the Sub-Adviser is not the compliance agent for any of the Company Funds or for the Adviser, and does not have access to all of the Company’s Funds’ books and records necessary to perform certain compliance testing. To the extent that the Sub-Adviser has agreed to perform the services specified in Section 3 hereof in accordance with applicable law (including Section 851 of the Internal Revenue Code of 1986, as amendedIRC, the Act and the Advisers Act (“Applicable Law”)) and in accordance with the Trust documentsCertificate of Formation, policies and determinations of the Board of Trustees Managers of the Trust Strategic Income Fund and the Adviser, and the relevant each Fund’s Prospectus (collectively the “Charter Requirements”) the Sub-Adviser shall perform such services based upon its books and records with respect to the Companyeach Fund, which comprise a portion of the TrustStrategic Income Fund’s books and records, and upon written instructions received from the Companya Fund, the Adviser or the TrustStrategic Income Fund’s administrator, and shall not be held responsible under this Agreement so long as it performs such services in accordance with this Agreement, the Charter Requirements and Applicable Law based upon such books and records and such instructions provided by the Companya Fund, the Adviser or the TrustStrategic Income Fund’s administrator. The Sub-Adviser shall be afforded a reasonable amount of time to implement any such instructions (for example, if instructed not to trade securities on behalf of securities certain affiliates of certain specified Adviser or the Trust’s affiliatesand/or a Fund, the Sub-Adviser shall be notified and afforded five business days after receipt of such instruction to implement this trading restriction).

Acknowledgements of Adviser. Adviser acknowledges and agrees that: a) If the Sub-Adviser is registered as a Commodity Trading Advisor under the CEA, the Adviser consents to the Sub-Adviser’s Advisor's compliance with the alternative disclosure and recordkeeping standards available to exempt accounts under CFTC Rule 4.7 with respect to a Company’s Fund's trading in commodity interests, provided that the Sub-Adviser has duly filed a notice of claim for such relief pursuant to Rule 4.7(d). The Adviser will take reasonable steps to cooperate with the Sub-Adviser in connection with establishing and maintaining such exemption under Rule 4.7, including, upon request, confirming whether a Company Fund is a “"qualified eligible person” " as defined in Rule 4.7. b) If the Adviser is excluded from the definition of a commodity pool operator under CFTC Rule 4.5 with respect to a Fund, the Adviser will furnish the Sub-Adviser with a copy of the notice of eligibility filed pursuant to Rule 4.5 (c) with respect to such exclusion, or, if more recent, the most recent annual notice affirming the basis of such eligibility that has been filed pursuant to Rule 4.5(c)(5). c) The Adviser hereby acknowledges that not less than forty-eight (48) hours before the date it has executed this Agreement, it received from the Sub-Adviser a copy of the Part 2 of Sub-Adviser’s most recent 's Form ADV, Part 1 as filed with the Securities and Exchange Commission and Part 2 as required by Rule 204-(3) of the Investment Advisers Act;Act of 1940, as amended. d) The Trust is a “qualified institutional buyer” (“QIB”) as defined in Rule 144A under the Securities Act of 1933, as amended, and the Adviser will promptly notify the Sub-Adviser if the Trust ceases to be a QIB; e) The assets in the Company each Fund are free from all liens and charges and Adviser undertakes that no liens or charges will arise from the acts or omissions of the Adviser and the Trust Strategic Income Fund which may prevent the Sub-Adviser from giving a first priority lien or charge on the assets solely in connection with the Sub-Adviser’s 's authority to direct the deposit of margin or collateral to the extent necessary to meet the obligations of the Company a Fund with respect to any investments made pursuant to the Prospectus; and. fe) The Adviser acknowledges that the Sub-Adviser is not the compliance agent for any of the Company Funds or for the Adviser, and does not have access to all of the Company’s Funds' books and records necessary to perform certain compliance testing. To the extent that the Sub-Adviser has agreed to perform the services specified in Section 3 hereof in accordance with applicable law (including Section 851 of the Internal Revenue Code of 1986, as amendedIRC, the Act and the Advisers Act (“"Applicable Law”")) and in accordance with the Trust documentsCertificate of -------------------------------------------------------------------------------- PAGE 9 OF 13 Formation, policies and determinations of the Board of Trustees Managers of the Trust Strategic Income Fund and the Adviser, and the relevant each Fund's Prospectus (collectively the “"Charter Requirements”") the Sub-Adviser shall perform such services based upon its books and records with respect to the Companyeach Fund, which comprise a portion of the Trust’s Strategic Income Fund's books and records, and upon written instructions received from the Companya Fund, the Adviser or the Trust’s Strategic Income Fund's administrator, and shall not be held responsible under this Agreement so long as it performs such services in accordance with this Agreement, the Charter Requirements and Applicable Law based upon such books and records and such instructions provided by the Companya Fund, the Adviser or the Trust’s Strategic Income Fund's administrator. The Sub-Adviser shall be afforded a reasonable amount of time to implement any such instructions (for example, if instructed not to trade securities on behalf of securities certain affiliates of certain specified Adviser or the Trust’s affiliatesand/or a Fund, the Sub-Adviser shall be notified and afforded five business days after receipt of such instruction to implement this trading restriction).

Acknowledgements of Adviser. Adviser acknowledges and agrees that: a) If the Sub-Adviser is registered as a Commodity Trading Advisor under the CEA, the Adviser consents to the Sub-Adviser’s 's compliance with the alternative disclosure and recordkeeping standards available to exempt accounts under CFTC Rule 4.7 with respect to a Company’s Fund's trading in commodity interests, provided that the Sub-Sub- -------------------------------------------------------------------------------- PAGE 8 OF 13 Adviser has duly filed a notice of claim for made all necessary filings to the extent required to be eligible to rely on such relief pursuant to Rule 4.7(d)Rule. The Adviser will take reasonable steps to cooperate with the Sub-Adviser in connection with establishing and maintaining such exemption under Rule 4.7, including, upon request, confirming whether a Company Fund is a “"qualified eligible person” " as defined in Rule 4.7.; b) If the Adviser is excluded from the definition of a commodity pool operator under CFTC Rule 4.5 with respect to a Fund, the Adviser will furnish the Sub-Adviser with a copy of the notice of eligibility filed pursuant to Rule 4.5 (c) with respect to such exclusion, or, if more recent, the most recent annual notice affirming the basis of such eligibility that has been filed pursuant to Rule 4.5(c)(5).; and c) The Adviser hereby acknowledges that not less than forty-eight (48) hours before the date it has executed this Agreement, it received from the Sub-Adviser a copy of the Sub-Adviser’s most recent Form ADV, Part 1 as filed represents and warrants that: It is registered with the U.S. Securities and Exchange Commission as an investment adviser under the Advisers Act, and Part 2 as required by Rule 204-(3) such registration is current, complete and in full compliance with all material applicable provision of the Advisers Act; d) The Trust is a “qualified institutional buyer” (“QIB”) as defined in Rule 144A under the Securities Act of 1933, as amended, and the Adviser will promptly notify the Sub-Adviser if the Trust ceases to be a QIB; e) The assets in the Company are free from all liens and charges and undertakes that no liens or charges will arise from the acts or omissions of the Adviser and the Trust which may prevent the Sub-Adviser from giving a first priority lien or charge on the assets solely in connection with the Sub-Adviser’s authority to direct the deposit of margin or collateral to the extent necessary to meet the obligations of the Company with respect to any investments made pursuant to the Prospectus; and f) The Adviser acknowledges that the Sub-Adviser is not the compliance agent for the Company or for the Adviser, and does not have access to all of the Company’s books and records necessary to perform certain compliance testing. To the extent that the Sub-Adviser has agreed to perform the services specified in Section 3 hereof in accordance with applicable law (including Section 851 of the Internal Revenue Code of 1986, as amended, the Act and the Advisers Act (“Applicable Law”)) rules and in accordance regulations thereunder; that it has all requisite authority to enter into, execute, deliver and perform its obligations under this Agreement; and that its performance under this Agreement does not conflict with the Trust documentsany law, policies and determinations of the Board of Trustees of the Trust and the Adviser, and the relevant Prospectus (collectively the “Charter Requirements”) the Sub-Adviser shall perform such services based upon its books and records with respect regulation or order to the Company, which comprise a portion of the Trust’s books and records, and upon written instructions received from the Company, the Adviser it is subject or the Trust’s administrator, and shall not be held responsible under this Agreement so long as it performs such services in accordance with this Agreement, the Charter Requirements and Applicable Law based upon such books and records and such instructions provided by the Company, the Adviser or the Trust’s administrator. The Sub-Adviser shall be afforded a reasonable amount of time to implement any such instructions (for example, if instructed not to trade on behalf of securities of certain specified Adviser or the Trust’s affiliates, the Sub-Adviser shall be notified and afforded five business days after receipt of such instruction to implement this trading restriction)'s governance requirements.