Common use of Appointment and Services Clause in Contracts

Appointment and Services. (a) The Fund hereby appoints Administrator as administrator, fund accountant and recordkeeper of the Fund and hereby authorizes Administrator to provide Services during the term of this Agreement. Subject to the direction and control of the Fund’s Manager and its current and prior agents and service providers, Administrator will provide the Services in accordance with the terms of this Agreement. Notwithstanding anything herein to the contrary, Administrator shall not be required to provide any Services or information that it believes, in its sole discretion, to represent dishonest, unethical or illegal activity. In no event shall Administrator provide any investment advice or recommendations to any party in connection with its Services hereunder. (b) Administrator may from time to time, in its discretion, appoint one or more other parties to carry out some or all of its duties under this Agreement, provided that Administrator shall remain responsible to the Fund for all such delegated responsibilities in accordance with the terms and conditions of this Agreement, in the same manner and to the same extent as if Administrator were providing such Services itself. (c) Administrator’s duties shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Administrator hereunder. The Services do not include correcting, verifying or addressing any prior actions or inactions of the Fund, the Manager, or by any other current or prior service provider. To the extent that Administrator agrees to take such actions, those actions shall be deemed part of the Services. (d) Administrator shall not be responsible for the payment of any fees or taxes required to be paid by the Fund in connection with the issuance of any Interests in accordance with this Agreement. (e) Any Instruction that affects accounting practices and procedures under this Agreement shall be effective upon written receipt of notice and acceptance by Administrator. (f) Nothing in this Agreement shall be deemed to appoint Administrator and its officers, directors and employees as the Fund’s attorney, form an attorney-client relationship or require the provision of legal advice. The Fund acknowledges that Administrator’s in-house attorneys exclusively represent Administrator and rely on the Fund’s legal counsel to review all services provided by Administrator’s in-house attorneys and to provide independent judgment on the Fund’s behalf. Because no attorney-client relationship exists between Administrator’s in-house attorneys and the Fund, any information provided to the Administrator’s in-house attorneys may not be privileged and may be subject to compulsory disclosure under certain circumstances, notwithstanding the provisions of Section 5. Administrator represents that it will maintain the confidentiality of information disclosed to its in-house attorneys on a best efforts basis. (g) Administrator hereby agrees that all records which it maintains for the Fund pursuant to its duties hereunder are the property of the Fund and further agrees to surrender promptly to the Fund any of such records upon any Authorized Person’s request. (h) The Administrator agrees to make available to the Trust a person acceptable to the Trust to serve as the Fund’s secretary (the “Secretary”). The Administrator shall provide an appropriately qualified employee of the Administrator (or an affiliate) who will act in the good faith and in a manner reasonably believed by him or her to be in the best interests of the Fund. The Secretary will perform the duties and responsibilities customarily performed by a secretary of a registered investment company. The Administrator and the Fund agree that the Secretary shall be considered an executive officer of the Fund. Accordingly, the Fund’s governing documents shall contain mandatory indemnification provisions that are applicable to the Secretary that are intended to have the effect of fully indemnifying him or her and holding him or her harmless with respect to any claims, liabilities and costs arising out of or relating to his or her service in good faith in a manner reasonably believed to be in the best interest of the Fund, except to the extent he or she would otherwise be liable to the Fund or its Investors by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. The Fund shall provide coverage to the Secretary under its directors and officers liability policy that is appropriate to the Secretary’s role and title and consistent with coverage applicable to the other officers holding positions of executive management. The Secretary shall have the discretion to resign from his or her position in the event that he or she reasonably determines that there has been or is likely to be (i) an ongoing pattern of conduct involving continuous or repeated violations of the 1940 Act and other applicable laws, rules and regulations, or (ii) a material deviation by the Trust from the terms of this Agreement that is not caused by the Secretary or the Administrator. The Secretary may resign from his or her position in the event that he or she determines that he or she has not received sufficient cooperation from the Fund. As long as the Secretary acts in good faith and in a manner reasonably believed to be in the best interests of the Fund, and would not otherwise be liable to the Fund by reason of his or her willful misfeasance, bad faith, gross negligence or reckless disregard of his or her duties, the Fund shall indemnify the Secretary and the Administrator, hold the Secretary and the Administrator harmless from any loss, liability, expenses (including reasonable attorney’s fees) and damages incurred by them arising out of or related to the service of such employee of the Administrator as the Secretary. (i) Anti-Money Laundering (“AML”) Services

Appointment and Services. (a) The Fund hereby appoints Administrator as administrator, fund accountant and recordkeeper of the Fund and hereby authorizes Administrator to provide Services during the term of this Agreement. Subject to the direction and control of the Fund’s Manager and its current and prior agents and service providers, Administrator will provide the Services in accordance with the terms of this Agreement. Notwithstanding anything herein to the contrary, Administrator shall not be required to provide any Services or information that it believes, in its sole discretion, to represent dishonest, unethical or illegal activity. In no event shall Administrator provide any investment advice or recommendations to any party in connection with its Services hereunder. (b) Administrator may from time to time, in its discretion, appoint one or more other parties to carry out some or all of its duties under this Agreement, provided that Administrator shall remain responsible to the Fund for all such delegated responsibilities in accordance with the terms and conditions of this Agreement, in the same manner and to the same extent as if Administrator were providing such Services itself. (c) Administrator’s duties shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Administrator hereunder. The Services do not include correcting, verifying or addressing any prior actions or inactions of the Fund, the Manager, or by any other current or prior service provider. To the extent that Administrator agrees to take such actions, those actions shall be deemed part of the Services. (d) Administrator shall not be responsible for the payment of any fees or taxes required to be paid by the Fund in connection with the issuance of any Interests in accordance with this Agreement. (e) Any Instruction that affects accounting practices and procedures under this Agreement shall be effective upon written receipt of notice and acceptance by Administrator. (f) Nothing in this Agreement shall be deemed to appoint Administrator and its officers, directors and employees as the Fund’s attorney, form an attorney-client relationship or require the provision of legal advice. The Fund acknowledges that Administrator’s in-house attorneys exclusively represent Administrator and rely on the Fund’s legal counsel to review all services provided by Administrator’s in-house attorneys and to provide independent judgment on the Fund’s behalf. Because no attorney-client relationship exists between Administrator’s in-house attorneys and the Fund, any information provided to the Administrator’s in-house attorneys may not be privileged and may be subject to compulsory disclosure under certain circumstances, notwithstanding the provisions of Section 5. Administrator represents that it will maintain the confidentiality of information disclosed to its in-house attorneys on a best efforts basis. (g) Administrator hereby hxxxxx agrees that all records which it maintains for the Fund pursuant to its duties hereunder are the property of the Fund and further agrees to surrender promptly to the Fund any of such records upon any Authorized Person’s request. (h) The Administrator agrees to make available to the Trust a person acceptable to the Trust to serve as the Fund’s secretary (the “Secretary”). The Administrator shall provide an appropriately qualified employee of the Administrator (or an affiliate) who will act in the good faith and in a manner reasonably believed by him or her to be in the best interests of the Fund. The Secretary will perform the duties and responsibilities customarily performed by a secretary of a registered investment company. The Administrator and the Fund agree that the Secretary shall be considered an executive officer of the Fund. Accordingly, the Fund’s governing documents shall contain mandatory indemnification provisions that are applicable to the Secretary that are intended to have the effect of fully indemnifying him or her and holding him or her harmless with respect to any claims, liabilities and costs arising out of or relating to his or her service in good faith in a manner reasonably believed to be in the best interest of the Fund, except to the extent he or she would otherwise be liable to the Fund or its Investors by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. The Fund shall provide coverage to the Secretary under its directors and officers liability policy that is appropriate to the Secretary’s role and title and consistent with coverage applicable to the other officers holding positions of executive management. The Secretary shall have the discretion to resign from his or her position in the event that he or she reasonably determines that there has been or is likely to be (i) an ongoing pattern of conduct involving continuous or repeated violations of the 1940 Act and other applicable laws, rules and regulations, or (ii) a material deviation by the Trust Fund from the terms of this Agreement that is not caused by the Secretary or the Administrator. The Secretary may resign from his or her position in the event that he or she determines that he or she has not received sufficient cooperation from the Fund. As long as the Secretary acts in good faith and in a manner reasonably believed to be in the best interests of the Fund, and would not otherwise be liable to the Fund by reason of his or her willful misfeasance, bad faith, gross negligence or reckless disregard of his or her duties, the Fund shall indemnify the Secretary and the Administrator, hold the Secretary and the Administrator harmless from any loss, liability, expenses (including reasonable attorney’s attorneys fees) and damages incurred by them arising out of or related to the service of such employee of the Administrator as the Secretary. (i) Anti-Money Laundering (“AML”) Services

Appointment and Services. (a) The Fund Trust hereby appoints the Administrator as administrator, fund administrator and trust accountant and recordkeeper of the Fund Trust and hereby authorizes the Administrator, and the Administrator hereby agrees, to provide Services during the term of this Agreement. Subject to the direction and control of the Fund’s Manager and its current and prior agents and service providers, Administrator will provide the Services in accordance with the terms of this Agreement. Notwithstanding anything herein to the contrary, Administrator shall not be required to provide any Services or information that it believes, in its sole discretion, to represent dishonest, unethical or illegal activity. In no event shall Administrator provide any investment advice or recommendations to any party in connection with its Services hereunder. (b) The Administrator may from time to time, in its discretion, appoint one or more other parties agents to carry out some or all of its duties under this Agreement, provided that (i) Administrator shall remain responsible to the Fund Trust for all such delegated responsibilities in accordance with the terms and conditions of this Agreement, (ii) the Administrator shall be liable for the acts or omissions of any such agent to the same extent as if such actions or omissions were performed by the Administrator itself, (iii) Administrator shall ensure, prior to and during any such appointment, that such other party is in compliance with all provisions of this Agreement to which Administrator is subject, in the same manner and to the same extent as if Administrator were providing such Services itself, and (iv) the fees and expenses of any such agent shall be borne by the Administrator. (c) The Administrator’s duties shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Administrator hereunder. The Services do not include correcting, correcting or verifying or addressing any prior actions or inactions of the FundTrust, the ManagerSponsor, or by any other current or prior service provider. To Notwithstanding the foregoing, to the extent that Administrator agrees to take such actions, those actions shall be deemed part of the Services. (d) Administrator The Administrator, in its individual capacity, shall not be responsible for the payment of any fees or taxes required to be paid by the Fund Trust in connection with the issuance of any Interests Shares in accordance with this Agreement. (e) Any Instruction that affects accounting practices and procedures under this Agreement shall be effective upon written receipt of notice and acceptance by the Administrator. (f) Nothing in this Agreement shall be deemed to appoint the Administrator and its officers, directors and employees as the FundTrust’s attorney, form an attorney-client relationship or require the provision of legal advice. The Fund Trust acknowledges that Administrator’s in-house attorneys exclusively represent Administrator and rely on the Fund’s legal counsel to review all services provided by Administrator’s in-house attorneys and to do not provide independent judgment on the FundTrust’s behalf. Because no attorney-client relationship exists between Administrator’s in-house attorneys and the FundTrust, any information provided to the Administrator’s in-house attorneys may not be privileged and may be subject to compulsory disclosure under certain circumstances, notwithstanding the provisions of Section 5. Administrator represents that it will maintain the confidentiality of information disclosed to its in-house attorneys on a best efforts basis. (g) The Administrator shall keep proper books of account for the Trust, to the extent required by applicable law and regulations, and those records specified in Schedule C hereto in the form and manner, and for a period of at least seven (7) years or such longer period as required by applicable law and the rules and regulations of appropriate government authorities, in particular Rules 31a-2 and 31a-3 under the 1940 Act or section 275.204-2 of the Investment Advisers Act of 1940, as applicable. The Administrator shall use reasonable care to prevent the loss or destruction of such records. The Administrator shall only destroy records at the direction of the Trust, and any such destruction shall comply with the provisions of Section 248.30(b) of Regulation S-P (17 CFR 248.1-248.30) and applicable law. Administrator hereby agrees that all records which it maintains for the Fund Trust pursuant to its duties hereunder are the property of the Fund Trust and further agrees to surrender promptly to the Fund Trust any of such records upon any Authorized Personthe Sponsor’s request. (h) The Administrator agrees to make available to the Trust a person acceptable to the Trust to serve as the Fund’s secretary (the “Secretary”). The Administrator shall provide an appropriately qualified employee not permit any Investor to inspect any account, book or document of the Administrator (or an affiliateTrust that is not publicly available, except as consented to by the Sponsor. All books of account kept pursuant to this Section 2(g) who will act shall be kept, and the Trust’s profits and losses shall be reported on, the accrual method of accounting for financial accounting purposes on a fiscal year basis as described in the good faith Trust Agreement. If there is a conflict between this Section 2(g) and in a manner reasonably believed by him or her to be in the best interests rules and regulations of the Fund. The Secretary will perform Securities and Exchange Commission (the duties and responsibilities customarily performed by a secretary of a registered investment company. The Administrator and the Fund agree that the Secretary shall be considered an executive officer of the Fund. Accordingly, the Fund’s governing documents shall contain mandatory indemnification provisions that are “SEC”) or any applicable to the Secretary that are intended to have the effect of fully indemnifying him exchange or her and holding him or her harmless quotation system with respect to any claimsthe maintenance of records, liabilities the records shall be maintained pursuant to the rules and costs arising out of or relating to his or her service in good faith in a manner reasonably believed to be in the best interest regulations of the Fund, except to the extent he SEC or she would otherwise be liable to the Fund any applicable exchange or its Investors by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. The Fund shall provide coverage to the Secretary under its directors and officers liability policy that is appropriate to the Secretary’s role and title and consistent with coverage applicable to the other officers holding positions of executive management. The Secretary shall have the discretion to resign from his or her position in the event that he or she reasonably determines that there has been or is likely to be (i) an ongoing pattern of conduct involving continuous or repeated violations of the 1940 Act and other applicable laws, rules and regulations, or (ii) a material deviation by the Trust from the terms of this Agreement that is not caused by the Secretary or the Administrator. The Secretary may resign from his or her position in the event that he or she determines that he or she has not received sufficient cooperation from the Fund. As long as the Secretary acts in good faith and in a manner reasonably believed to be in the best interests of the Fund, and would not otherwise be liable to the Fund by reason of his or her willful misfeasance, bad faith, gross negligence or reckless disregard of his or her duties, the Fund shall indemnify the Secretary and the Administrator, hold the Secretary and the Administrator harmless from any loss, liability, expenses (including reasonable attorney’s fees) and damages incurred by them arising out of or related to the service of such employee of the Administrator as the Secretaryquotation system. (i) Anti-Money Laundering (“AML”) Services

Appointment and Services. (a) The Fund hereby appoints Administrator as administrator, fund accountant and recordkeeper of the Fund and hereby authorizes Administrator to provide Services during the term of this Agreement. Subject to the direction and control of the Fund’s Manager and its current and prior agents and service providers, Administrator will provide the Services in accordance with the terms of this Agreement. Notwithstanding anything herein to the contrary, Administrator shall not be required to provide any Services or information that it believes, in its sole discretion, to represent dishonest, unethical or illegal activity. In no event shall Administrator provide any investment advice or recommendations to any party in connection with its Services hereunder. (b) Administrator may from time to time, in its discretion, appoint one or more other parties to carry out some or all of its duties under this Agreement, provided that Administrator shall remain responsible to the Fund for all such delegated responsibilities in accordance with the terms and conditions of this Agreement, in the same manner and to the same extent as if Administrator were providing such Services itself. (c) Administrator’s duties shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Administrator hereunder. The Services do not include correcting, verifying or addressing any prior actions or inactions of the Fund, the Manager, or by any other current or prior service provider. To the extent that Administrator agrees to take such actions, those actions shall be deemed part of the Services. (d) Administrator shall not be responsible for the payment of any fees or taxes required to be paid by the Fund in connection with the issuance of any Interests in accordance with this Agreement. (e) Any Instruction that affects accounting practices and procedures under this Agreement shall be effective upon written receipt of notice and acceptance by Administrator. (f) Nothing in this Agreement shall be deemed to appoint Administrator and its officers, directors and employees as the Fund’s attorney, form an attorney-client relationship or require the provision of legal advice. The Fund acknowledges that Administrator’s in-house attorneys exclusively represent Administrator and rely on the Fund’s legal counsel to review all services provided by Administrator’s in-house attorneys and to provide independent judgment on the Fund’s behalf. Because no attorney-client relationship exists between Administrator’s in-house attorneys and the Fund, any information provided to the Administrator’s in-house attorneys may not be privileged and may be subject to compulsory disclosure under certain circumstances, notwithstanding the provisions of Section 5. Administrator represents that it will maintain the confidentiality of information disclosed to its in-house attorneys on a best efforts basis. (g) Administrator hereby agrees that all records which it maintains for the Fund pursuant to its duties hereunder are the property of the Fund and further agrees to surrender promptly to the Fund any of such records upon any Authorized Person’s request. (h) The Administrator agrees to make available to the Trust a person acceptable to the Trust to serve as the Fund’s secretary (the “Secretary”). The Administrator shall provide an appropriately qualified employee of the Administrator (or an affiliate) who will act in the good faith and in a manner reasonably believed by him or her to be in the best interests of the Fund. The Secretary will perform the duties and responsibilities customarily performed by a secretary of a registered investment company. The Administrator and the Fund agree that the Secretary shall be considered an executive officer of the Fund. Accordingly, the Fund’s governing documents shall contain mandatory indemnification provisions that are applicable to the Secretary that are intended to have the effect of fully indemnifying him or her and holding him or her harmless with respect to any claims, liabilities and costs arising out of or relating to his or her service in good faith in a manner reasonably believed to be in the best interest of the Fund, except to the extent he or she would otherwise be liable to the Fund or its Investors by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. The Fund shall provide coverage to the Secretary under its directors and officers liability policy that is appropriate to the Secretary’s role and title and consistent with coverage applicable to the other officers holding positions of executive management. The Secretary shall have the discretion to resign from his or her position in the event that he or she reasonably determines that there has been or is likely to be (i) an ongoing pattern of conduct involving continuous or repeated violations of the 1940 Act and other applicable laws, rules and regulations, or (ii) a material deviation by the Trust from the terms of this Agreement that is not caused by the Secretary or the Administrator. The Secretary may resign from his or her position in the event that he or she determines that he or she has not received sufficient cooperation from the Fund. As long as the Secretary acts in good faith and in a manner reasonably believed to be in the best interests of the Fund, and would not otherwise be liable to the Fund by reason of his or her willful misfeasance, bad faith, gross negligence or reckless disregard of his or her duties, the Fund shall indemnify the Secretary and the Administrator, hold the Secretary and the Administrator harmless from any loss, liability, expenses (including reasonable attorney’s fees) and damages incurred by them arising out of or related to the service of such employee of the Administrator as the Secretary. (i) Anti-Money Laundering (“AML”) Services

Appointment and Services. (a) The Fund hereby appoints Administrator as administrator, fund accountant and recordkeeper of the Fund and hereby authorizes Administrator to provide Services during the term of this Agreement. Subject to the direction and control of the Fund’s Manager and its current and prior agents and service providers, Administrator will provide the Services in accordance with the terms of this Agreement. Notwithstanding anything herein to the contrary, Administrator shall not be required to provide any Services or information that it believes, in its sole discretion, to represent dishonest, unethical or illegal activity. In no event shall Administrator provide any investment advice or recommendations to any party in connection with its Services hereunder. (b) Administrator may from time to time, in its discretion, appoint one or more other parties to carry out some or all of its duties under this Agreement, provided that Administrator shall remain responsible to the Fund for all such delegated responsibilities in accordance with the terms and conditions of this Agreement, in the same manner and to the same extent as if Administrator were providing such Services itself. (c) Administrator’s duties shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Administrator hereunder. The Services do not include correcting, verifying or addressing any prior actions or inactions of the Fund, the Manager, or by any other current or prior service provider. To the extent that Administrator agrees to take such actions, those actions shall be deemed part of the Services. (d) Administrator shall not be responsible for the payment of any fees or taxes required to be paid by the Fund in connection with the issuance of any Interests in accordance with this Agreement. (e) Any Instruction that affects accounting practices and procedures under this Agreement shall be effective upon written receipt of notice and acceptance by Administrator. (f) Nothing in this Agreement shall be deemed to appoint Administrator and its officers, directors and employees as the Fund’s attorney, form an attorney-client relationship or require the provision of legal advice. The Fund acknowledges that Administrator’s in-house attorneys exclusively represent Administrator and rely on the Fund’s legal counsel to review all services provided by Administrator’s in-house attorneys and to provide independent judgment on the Fund’s behalf. Because no attorney-client relationship exists between Administrator’s in-house attorneys and the Fund, any information provided to the Administrator’s in-house attorneys may not be privileged and may be subject to compulsory disclosure under certain circumstances, notwithstanding the provisions of Section 5. Administrator represents that it will maintain the confidentiality of information disclosed to its in-house attorneys on a best efforts basis. (g) Administrator hereby agrees that all records which it maintains for the Fund pursuant to its duties hereunder are the property of the Fund and further agrees to surrender promptly to the Fund any of such records upon any Authorized Person’s request. (h) The Administrator agrees to make available to the Trust Fund a person acceptable to the Trust Fund to serve as the Fund’s secretary (the “Secretary”). The Administrator shall provide an appropriately qualified employee of the Administrator (or an affiliate) who will act in the good faith and in a manner reasonably believed by him or her to be in the best interests of the Fund. The Secretary will perform the duties and responsibilities customarily performed preformed by a secretary of a registered investment company. The Administrator and the Fund agree that the Secretary shall be considered an executive officer of the Fund. Accordingly, the Fund’s governing documents shall contain mandatory indemnification provisions that are applicable to the Secretary that are intended to have the effect of fully indemnifying him or her and holding him or her harmless with respect to any claims, liabilities and costs arising out of or relating to his or her service in good faith in a manner reasonably believed to be in the best interest of the Fund, except to the extent he or she would otherwise be liable to the Fund or its Investors by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. The Fund shall provide coverage to the Secretary under its directors and officers liability policy that is appropriate to the Secretary’s role and title and consistent with coverage applicable to the other officers holding positions of executive management. The Secretary shall have the discretion to resign from his or her position in the event that he or she reasonably determines that there has been or is likely to be (i) an ongoing pattern of conduct involving continuous or repeated violations of the 1940 Act and other applicable laws, rules and regulations, or (ii) a material deviation by the Trust Fund from the terms of this Agreement that is not caused by the Secretary or the Administrator. The Secretary may resign from his or her position in the event that he or she determines that he or she has not received sufficient cooperation from the Fund. As long as the Secretary acts in good faith and in a manner reasonably believed to be in the best interests of the Fund, and would not otherwise be liable to the Fund by reason of his or her willful misfeasance, bad faith, gross negligence or reckless disregard of his or her duties, the Fund shall indemnify the Secretary and the Administrator, hold the Secretary and the Administrator harmless from any loss, liability, expenses (including reasonable attorney’s attorneys fees) and damages incurred by them arising out of or related to the service of such employee of the Administrator as the Secretary. (i) Anti-Money Laundering (“AML”) Services

Appointment and Services. (a) The Fund hereby appoints Administrator as administrator, fund accountant transfer agent and recordkeeper of the Fund and hereby authorizes Administrator to provide Services during the term of this Agreement. Subject to the direction and control of the Fund’s Manager Board and its current and prior agents and service providers, Administrator will provide the Services in accordance with the terms of this Agreement. Notwithstanding anything herein to the contrary, Administrator shall not be required to provide any Services or information that it believes, in its sole discretion, to represent dishonest, unethical or illegal activity. In no event shall Administrator provide any investment advice or recommendations to any party in connection with its Services hereunder. (b) Administrator may from time to time, in its discretion, appoint one or more other parties to carry out some or all of its duties under this Agreement, provided that Administrator shall remain responsible to the Fund for all such delegated responsibilities in accordance with the terms and conditions of this Agreement, in the same manner and to the same extent as if Administrator were providing such Services itself. (c) Administrator’s duties shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Administrator hereunder. The Services do not include correcting, verifying or addressing any prior actions or inactions of the Fund, the ManagerBoard, or by any other current or prior service provider. To the extent that Administrator agrees to take such actions, those actions shall be deemed part of the Services. (d) Administrator shall not be responsible for the payment of any fees or taxes required to be paid by the Fund in connection with the issuance of any Interests Shares in accordance with this Agreement. (e) Any Instruction that affects accounting practices and procedures under this Agreement shall be effective upon written receipt of notice to and acceptance by Administrator. (f) Nothing in this Agreement shall be deemed to appoint Administrator and its officers, directors and employees as the Fund’s attorney, form an attorney-client relationship or require the provision of legal advice. The Fund acknowledges that Administrator’s in-house attorneys exclusively represent Administrator and rely on the Fund’s legal counsel to review all services provided by Administrator’s in-house attorneys and to provide independent judgment on the Fund’s behalf. Because no attorney-client relationship exists between Administrator’s in-house attorneys and the Fund, any information provided to the Administrator’s in-house attorneys may not be privileged and may be subject to compulsory disclosure under certain circumstances, notwithstanding the provisions of Section 5. Administrator represents that it will maintain the confidentiality of information disclosed to its in-house attorneys on a best efforts basis. (g) Administrator hereby hxxxxx agrees that all records which it maintains for the Fund pursuant to its duties hereunder are the property of the Fund and further agrees to surrender promptly to the Fund any of such records upon any Authorized Person’s request. (h) The Administrator agrees to make available to the Trust Fund a person acceptable to the Trust Fund to serve as the Fund’s secretary (the “Secretary”). The Administrator shall provide an appropriately qualified employee of the Administrator (or an affiliate) who will act in the good faith and in a manner reasonably believed by him or her to be in the best interests of the Fund. The Secretary will perform the duties and responsibilities customarily performed by a secretary of a registered investment company. The Administrator and the Fund agree that the Secretary shall be considered an executive officer of the Fund. Accordingly, the Fund’s governing documents shall contain mandatory indemnification provisions that are applicable to the Secretary that are intended to have the effect of fully indemnifying him or her and holding him or her harmless with respect to any claims, liabilities losses, liabilities, expenses (including reasonable attorneys fees), damages and costs (“Damages”) arising out of or relating to his or her service in good faith in a manner reasonably believed to be in the best interest of the Fund, except to the extent he or she would otherwise be liable to the Fund or its Investors by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. The Fund shall provide coverage to the Secretary under its directors and officers liability policy that is appropriate to the Secretary’s role and title and consistent with coverage applicable to the other officers holding positions of executive management. The Secretary shall have the discretion to resign from his or her position in the event that he or she reasonably determines that there has been or is likely to be (i) an ongoing pattern of conduct involving continuous or repeated violations of the 1940 Act and other applicable laws, rules and regulations, or (ii) a material deviation by the Trust Fund from the terms of this Agreement that is not caused by the Secretary or the Administrator. The Secretary may resign from his or her position in the event that he or she determines that he or she has not received sufficient cooperation from the Fund. As long as the Secretary acts in good faith and in a manner reasonably believed to be in the best interests of the Fund, and would not otherwise be liable to the Fund by reason of his or her willful misfeasance, bad faith, gross negligence or reckless disregard of his or her duties, the Fund shall indemnify the Secretary and the Administrator, hold the Secretary and the Administrator harmless from any loss, liability, expenses (including reasonable attorney’s fees) and damages Damages incurred by them arising out of or related to the service of such employee of the Administrator as the Secretary. (i) Anti-Money Laundering (“AML”) Services

Appointment and Services. (a) The Fund hereby appoints Administrator as administrator, fund accountant and recordkeeper of the Fund and hereby authorizes Administrator to provide Services during the term of this Agreement. Subject to the direction and control of the Fund’s Manager and its current and prior agents and service providers, Administrator will provide the Services in accordance with the terms of this Agreement. Notwithstanding anything herein to the contrary, Administrator shall not be required to provide any Services or information that it believes, in its sole discretion, to represent dishonest, unethical or illegal activity. In no event shall Administrator provide any investment advice or recommendations to any party in connection with its Services hereunder. (b) Administrator may from time to time, in its discretion, appoint one or more other parties to carry out some or all of its duties under this Agreement, provided that Administrator shall remain responsible to the Fund for all such delegated responsibilities in accordance with the terms and conditions of this Agreement, in the same manner and to the same extent as if Administrator were providing such Services itself. (c) Administrator’s duties shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Administrator hereunder. The Services do not include correcting, verifying or addressing any prior actions or inactions of the Fund, the Manager, or by any other current or prior service provider. To the extent that Administrator agrees to take such actions, those actions shall be deemed part of the Services. (d) Administrator shall not be responsible for the payment of any fees or taxes required to be paid by the Fund in connection with the issuance of any Interests in accordance with this Agreement. (e) Any Instruction that affects accounting practices and procedures under this Agreement shall be effective upon written receipt of notice and acceptance by Administrator. (f) Nothing in this Agreement shall be deemed to appoint Administrator and its officers, directors and employees as the Fund’s attorney, form an attorney-client relationship or require the provision of legal advice. The Fund acknowledges that Administrator’s in-house attorneys exclusively represent Administrator and rely on the Fund’s legal counsel to review all services provided by Administrator’s in-house attorneys and to provide independent judgment on the Fund’s behalf. Because no attorney-client relationship exists between Administrator’s in-house attorneys and the Fund, any information provided to the Administrator’s in-house attorneys may not be privileged and may be subject to compulsory disclosure under certain circumstances, notwithstanding the provisions of Section 5. Administrator represents that it will maintain the confidentiality of information disclosed to its in-house attorneys on a best efforts basis. (g) Administrator hereby agrees that all records which it maintains for the Fund pursuant to its duties hereunder are the property of the Fund and further agrees to surrender promptly to the Fund any of such records upon any Authorized Person’s request. (h) The Administrator agrees to make available to the Trust a person acceptable to the Trust to serve as the Fund’s secretary (the “Secretary”). The Administrator shall provide an appropriately qualified employee of the Administrator (or an affiliate) who will act in the good faith and in a manner reasonably believed by him or her to be in the best interests of the Fund. The Secretary will perform the duties and responsibilities customarily performed preformed by a secretary of a registered investment company. The Administrator and the Fund agree that the Secretary shall be considered an executive officer of the Fund. Accordingly, the Fund’s governing documents shall contain mandatory indemnification provisions that are applicable to the Secretary that are intended to have the effect of fully indemnifying him or her and holding him or her harmless with respect to any claims, liabilities and costs arising out of or relating to his or her service in good faith in a manner reasonably believed to be in the best interest of the Fund, except to the extent he or she would otherwise be liable to the Fund or its Investors by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. The Fund shall provide coverage to the Secretary under its directors and officers liability policy that is appropriate to the Secretary’s role and title and consistent with coverage applicable to the other officers holding positions of executive management. The Secretary shall have the discretion to resign from his or her position in the event that he or she reasonably determines that there has been or is likely to be (i) an ongoing pattern of conduct involving continuous or repeated violations of the 1940 Act and other applicable laws, rules and regulations, or (ii) a material deviation by the Trust from the terms of this Agreement that is not caused by the Secretary or the Administrator. The Secretary may resign from his or her position in the event that he or she determines that he or she has not received sufficient cooperation from the Fund. As long as the Secretary acts in good faith and in a manner reasonably believed to be in the best interests of the Fund, and would not otherwise be liable to the Fund by reason of his or her willful misfeasance, bad faith, gross negligence or reckless disregard of his or her duties, the Fund shall indemnify the Secretary and the Administrator, hold the Secretary and the Administrator harmless from any loss, liability, expenses (including reasonable attorney’s attorneys fees) and damages incurred by them arising out of or related to the service of such employee of the Administrator as the Secretary. (i) Anti-Money Laundering (“AML”) Services

Appointment and Services. (a) The Fund hereby appoints Administrator as administrator, fund accountant and recordkeeper of the Fund and hereby authorizes Administrator to provide Services during the term of this Agreement. Subject to the direction and control of the Fund’s Manager and its current and prior agents and service providers, Administrator will provide the Services in accordance with the terms of this Agreement. Notwithstanding anything herein to the contrary, Administrator shall not be required to provide any Services or information that it believes, in its sole discretion, to represent dishonest, unethical or illegal activity. In no event shall Administrator provide any investment advice or recommendations to any party in connection with its Services hereunder. (b) Administrator may from time to time, in its discretion, appoint one or more other parties to carry out some or all of its duties under this Agreement, provided that Administrator shall remain responsible to the Fund for all such delegated responsibilities in accordance with the terms and conditions of this Agreement, in the same manner and to the same extent as if Administrator were providing such Services itself. (c) Administrator’s duties shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Administrator hereunder. The Services do not include correcting, verifying or addressing any prior actions or inactions of the Fund, the Manager, or by any other current or prior service provider. To the extent that Administrator agrees to take such actions, those actions shall be deemed part of the Services. (d) Administrator shall not be responsible for the payment of any fees or taxes required to be paid by the Fund in connection with the issuance of any Interests in accordance with this Agreement. (e) Any Instruction that affects accounting practices and procedures under this Agreement shall be effective upon written receipt of notice and acceptance by Administrator. (f) Nothing in this Agreement shall be deemed to appoint Administrator and its officers, directors and employees as the Fund’s attorney, form an attorney-client relationship or require the provision of legal advice. The Fund acknowledges that Administrator’s in-house attorneys exclusively represent Administrator and rely on the Fund’s legal counsel to review all services provided by Administrator’s in-house attorneys and to provide independent judgment on the Fund’s behalf. Because no attorney-client relationship exists between Administrator’s in-house attorneys and the Fund, any information provided to the Administrator’s in-house attorneys may not be privileged and may be subject to compulsory disclosure under certain circumstances, notwithstanding the provisions of Section 5. Administrator represents that it will maintain the confidentiality of information disclosed to its in-house attorneys on a best efforts basis. (g) Administrator hereby hxxxxx agrees that all records which it maintains for the Fund pursuant to its duties hereunder are the property of the Fund and further agrees to surrender promptly to the Fund any of such records upon any Authorized Person’s request. (h) The Administrator agrees to make available to the Trust Fund a person acceptable to the Trust Fund to serve as the Fund’s secretary (the “Secretary”). The Administrator shall provide an appropriately qualified employee of the Administrator (or an affiliate) who will act in the good faith and in a manner reasonably believed by him or her to be in the best interests of the Fund. The Secretary will perform the duties and responsibilities customarily performed by a secretary of a registered investment company. The Administrator and the Fund agree that the Secretary shall be considered an executive officer of the Fund. Accordingly, the Fund’s governing documents shall contain mandatory indemnification provisions that are applicable to the Secretary that are intended to have the effect of fully indemnifying him or her and holding him or her harmless with respect to any claims, liabilities and costs arising out of or relating to his or her service in good faith in a manner reasonably believed to be in the best interest of the Fund, except to the extent he or she would otherwise be liable to the Fund or its Investors by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. The Fund shall provide coverage to the Secretary under its directors and officers liability policy that is appropriate to the Secretary’s role and title and consistent with coverage applicable to the other officers holding positions of executive management. The Secretary shall have the discretion to resign from his or her position in the event that he or she reasonably determines that there has been or is likely to be (i) an ongoing pattern of conduct involving continuous or repeated violations of the 1940 Act and other applicable laws, rules and regulations, or (ii) a material deviation by the Trust Fund from the terms of this Agreement that is not caused by the Secretary or the Administrator. The Secretary may resign from his or her position in the event that he or she determines that he or she has not received sufficient cooperation from the Fund. As long as the Secretary acts in good faith and in a manner reasonably believed to be in the best interests of the Fund, and would not otherwise be liable to the Fund by reason of his or her willful misfeasance, bad faith, gross negligence or reckless disregard of his or her duties, the Fund shall indemnify the Secretary and the Administrator, hold the Secretary and the Administrator harmless from any loss, liability, expenses (including reasonable attorney’s attorneys fees) and damages incurred by them arising out of or related to the service of such employee of the Administrator as the Secretary. (i) Anti-Money Laundering (“AML”) Services

Appointment and Services. (a) The Fund hereby appoints Administrator as administrator, fund accountant and recordkeeper of the Fund and hereby authorizes Administrator to provide Services during the term of this Agreement. Subject to the direction and control of the Fund’s Manager and its current and prior agents and service providers, Administrator will provide the Services in accordance with the terms of this Agreement. Notwithstanding anything herein to the contrary, Administrator shall not be required to provide any Services or information that it believes, in its sole discretion, to represent dishonest, unethical or illegal activity. In no event shall Administrator provide any investment advice or recommendations to any party in connection with its Services hereunder. (b) Administrator may from time to time, in its discretion, appoint one or more other parties to carry out some or all of its duties under this Agreement, provided that Administrator shall remain responsible to the Fund for all such delegated responsibilities in accordance with the terms and conditions of this Agreement, in the same manner and to the same extent as if Administrator were providing such Services itself. (c) Administrator’s duties shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Administrator hereunder. The Services do not include correcting, verifying or addressing any prior actions or inactions of the Fund, the Manager, or by any other current or prior service provider. To the extent that Administrator agrees to take such actions, those actions shall be deemed part of the Services. (d) Administrator shall not be responsible for the payment of any fees or taxes required to be paid by the Fund in connection with the issuance of any Interests in accordance with this Agreement. (e) Any Instruction that affects accounting practices and procedures under this Agreement shall be effective upon written receipt of notice and acceptance by Administrator. (f) Nothing in this Agreement shall be deemed to appoint Administrator and its officers, directors and employees as the Fund’s attorney, form an attorney-client relationship or require the provision of legal advice. The Fund acknowledges that Administrator’s in-house attorneys exclusively represent Administrator and rely on the Fund’s legal counsel to review all services provided by Administrator’s in-house attorneys and to provide independent judgment on the Fund’s behalf. Because no attorney-client relationship exists between Administrator’s in-house attorneys and the Fund, any information provided to the Administrator’s in-house attorneys may not be privileged and may be subject to compulsory disclosure under certain circumstances, notwithstanding the provisions of Section 5. Administrator represents that it will maintain the confidentiality of information disclosed to its in-in- house attorneys on a best efforts basis. (g) Administrator hereby agrees hexxxx xgrees that all records which it maintains for the Fund pursuant to its duties hereunder are the property of the Fund and further agrees to surrender promptly to the Fund any of such records upon any Authorized Person’s request. (h) The Administrator agrees to make available to the Trust a person acceptable to the Trust to serve as the Fund’s secretary (the “Secretary”). The Administrator shall provide an appropriately qualified employee of the Administrator (or an affiliate) who will act in the good faith and in a manner reasonably believed by him or her to be in the best interests of the Fund. The Secretary will perform the duties and responsibilities customarily performed by a secretary of a registered investment company. The Administrator and the Fund agree that the Secretary shall be considered an executive officer of the Fund. Accordingly, the Fund’s governing documents shall contain mandatory indemnification provisions that are applicable to the Secretary that are intended to have the effect of fully indemnifying him or her and holding him or her harmless with respect to any claims, liabilities and costs arising out of or relating to his or her service in good faith in a manner reasonably believed to be in the best interest of the Fund, except to the extent he or she would otherwise be liable to the Fund or its Investors by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. The Fund shall provide coverage to the Secretary under its directors and officers liability policy that is appropriate to the Secretary’s role and title and consistent with coverage applicable to the other officers holding positions of executive management. The Secretary shall have the discretion to resign from his or her position in the event that he or she reasonably determines that there has been or is likely to be (i) an ongoing pattern of conduct involving continuous or repeated violations of the 1940 Act and other applicable laws, rules and regulations, or (ii) a material deviation by the Trust Fund from the terms of this Agreement that is not caused by the Secretary or the Administrator. The Secretary may resign from his or her position in the event that he or she determines that he or she has not received sufficient cooperation from the Fund. As long as the Secretary acts in good faith and in a manner reasonably believed to be in the best interests of the Fund, and would not otherwise be liable to the Fund by reason of his or her willful misfeasance, bad faith, gross negligence or reckless disregard of his or her duties, the Fund shall indemnify the Secretary and the Administrator, hold the Secretary and the Administrator harmless from any loss, liability, expenses (including reasonable attorney’s attorneys fees) and damages incurred by them arising out of or related to the service of such employee of the Administrator as the Secretary. (i) Anti-Money Laundering (“AML”) Services

Appointment and Services. (a) The Fund hereby appoints Administrator as administrator, fund accountant and recordkeeper of the Fund and hereby authorizes Administrator to provide Services during the term of this Agreement. Subject to the direction and control of the Fund’s Manager and its current and prior agents and service providers, Administrator will provide the Services in accordance with the terms of this Agreement. Notwithstanding anything herein to the contrary, Administrator shall not be required to provide any Services or information that it believes, in its sole discretion, to represent dishonest, unethical or illegal activity. In no event shall Administrator provide any investment advice or recommendations to any party in connection with its Services hereunder. (b) Administrator may from time to time, in its discretion, appoint one or more other parties to carry out some or all of its duties under this Agreement, provided that Administrator shall remain responsible to the Fund for all such delegated responsibilities in accordance with the terms and conditions of this Agreement, in the same manner and to the same extent as if Administrator were providing such Services itself. (c) Administrator’s duties shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Administrator hereunder. The Services do not include correcting, verifying or addressing any prior actions or inactions of the Fund, the Manager, or by any other current or prior service provider. To the extent that Administrator agrees to take such actions, those actions shall be deemed part of the Services. (d) Administrator shall not be responsible for the payment of any fees or taxes required to be paid by the Fund in connection with the issuance of any Interests in accordance with this Agreement. (e) Any Instruction that affects accounting practices and procedures under this Agreement shall be effective upon written receipt of notice and acceptance by Administrator. (f) Nothing in this Agreement shall be deemed to appoint Administrator and its officers, directors and employees as the Fund’s attorney, form an attorney-client relationship or require the provision of legal advice. The Fund acknowledges that Administrator’s in-house attorneys exclusively represent Administrator and rely on the Fund’s legal counsel to review all services provided by Administrator’s in-house attorneys and to provide independent judgment on the Fund’s behalf. Because no attorney-client relationship exists between Administrator’s in-house attorneys and the Fund, any information provided to the Administrator’s in-house attorneys may not be privileged and may be subject to compulsory disclosure under certain circumstances, notwithstanding the provisions of Section 5. Administrator represents that it will maintain the confidentiality of information disclosed to its in-house attorneys on a best efforts basis. (g) Administrator hereby agrees that all records which it maintains for the Fund pursuant to its duties hereunder are the property of the Fund and further agrees to surrender promptly to the Fund any of such records upon any Authorized Person’s request. (h) The Administrator agrees to make available to the Trust a person acceptable to the Trust to serve as the Fund’s secretary (the “Secretary”). The Administrator shall provide an appropriately qualified employee of the Administrator (or an affiliate) who will act in the good faith and in a manner reasonably believed by him or her to be in the best interests of the Fund. The Secretary will perform the duties and responsibilities customarily performed by a secretary of a registered investment company. The Administrator and the Fund agree that the Secretary shall be considered an executive officer of the Fund. Accordingly, the Fund’s governing documents shall contain mandatory indemnification provisions that are applicable to the Secretary that are intended to have the effect of fully indemnifying him or her and holding him or her harmless with respect to any claims, liabilities and costs arising out of or relating to his or her service in good faith in a manner reasonably believed to be in the best interest of the Fund, except to the extent he or she would otherwise be liable to the Fund or its Investors by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. The Fund shall provide coverage to the Secretary under its directors and officers liability policy that is appropriate to the Secretary’s role and title and consistent with coverage applicable to the other officers holding positions of executive management. The Secretary shall have the discretion to resign from his or her position in the event that he or she reasonably determines that there has been or is likely to be (i) an ongoing pattern of conduct involving continuous or repeated violations of the 1940 Act and other applicable laws, rules and regulations, or (ii) a material deviation by the Trust from the terms of this Agreement that is not caused by the Secretary or the Administrator. The Secretary may resign from his or her position in the event that he or she determines that he or she has not received sufficient cooperation from the Fund. As long as the Secretary acts in good faith and in a manner reasonably believed to be in the best interests of the Fund, and would not otherwise be liable to the Fund by reason of his or her willful misfeasance, bad faith, gross negligence or reckless disregard of his or her duties, the Fund shall indemnify the Secretary and the Administrator, hold the Secretary and the Administrator harmless from any loss, liability, expenses (including reasonable attorney’s fees) and damages incurred by them arising out of or related to the service of such employee of the Administrator as the Secretary. (i) Anti-Money Laundering (“AML”) ServicesSection

Appointment and Services. (a) The Fund hereby appoints Administrator as administrator, fund accountant and recordkeeper of the Fund and hereby authorizes Administrator to provide Services during the term of this Agreement. Subject to the direction and control of the Fund’s Manager and its current and prior agents and service providers, Administrator will provide the Services in accordance with the terms of this Agreement. Notwithstanding anything herein to the contrary, Administrator shall not be required to provide any Services or information that it believes, in its sole discretion, to represent dishonest, unethical or illegal activity. In no event shall Administrator provide any investment advice or recommendations to any party in connection with its Services hereunder. (b) Administrator may from time to time, in its discretion, appoint one or more other parties to carry out some or all of its duties under this Agreement, provided that Administrator shall remain responsible to the Fund for all such delegated responsibilities in accordance with the terms and conditions of this Agreement, in the same manner and to the same extent as if Administrator were providing such Services itself. (c) Administrator’s duties shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Administrator hereunder. The Services do not include correcting, verifying or addressing any prior actions or inactions of the Fund, the Manager, or by any other current or prior service provider. To the extent that Administrator agrees to take such actions, those actions shall be deemed part of the Services. (d) Administrator shall not be responsible for the payment of any fees or taxes required to be paid by the Fund in connection with the issuance of any Interests in accordance with this Agreement.. EXECUTION COPY (e) Any Instruction that affects accounting practices and procedures under this Agreement shall be effective upon written receipt of notice and acceptance by Administrator. (f) Nothing in this Agreement shall be deemed to appoint Administrator and its officers, directors and employees as the Fund’s attorney, form an attorney-client relationship or require the provision of legal advice. The Fund acknowledges that Administrator’s in-house attorneys exclusively represent Administrator and rely on the Fund’s legal counsel to review all services provided by Administrator’s in-house attorneys and to provide independent judgment on the Fund’s behalf. Because no attorney-client relationship exists between Administrator’s in-house attorneys and the Fund, any information provided to the Administrator’s in-house attorneys may not be privileged and may be subject to compulsory disclosure under certain circumstances, notwithstanding the provisions of Section 5. Administrator represents that it will maintain the confidentiality of information disclosed to its in-house attorneys on a best efforts basis. (g) Administrator hereby agrees that all records which it maintains for the Fund pursuant to its duties hereunder are the property of the Fund and further agrees to surrender promptly to the Fund any of such records upon any Authorized Person’s request. (h) The Administrator agrees to make available to the Trust a person acceptable to the Trust to serve as the Fund’s secretary (the “Secretary”). The Administrator shall provide an appropriately qualified employee of the Administrator (or an affiliate) who will act in the good faith and in a manner reasonably believed by him or her to be in the best interests of the Fund. The Secretary will perform the duties and responsibilities customarily performed by a secretary of a registered investment company. The Administrator and the Fund agree that the Secretary shall be considered an executive officer of the Fund. Accordingly, the Fund’s governing documents shall contain mandatory indemnification provisions that are applicable to the Secretary that are intended to have the effect of fully indemnifying him or her and holding him or her harmless with respect to any claims, liabilities and costs arising out of or relating to his or her service in good faith in a manner reasonably believed to be in the best interest of the Fund, except to the extent he or she would otherwise be liable to the Fund or its Investors by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. The Fund shall provide coverage to the Secretary under its directors and officers liability policy that is appropriate to the Secretary’s role and title and consistent with coverage applicable to the other officers holding positions of executive management. The Secretary shall have the discretion to resign from his or her position in the event that he or she reasonably determines that there has been or is likely to be (i) an ongoing pattern of conduct involving continuous or repeated violations of the 1940 Act and other applicable laws, rules and regulations, or (ii) a material deviation by the Trust Fund from the terms of this Agreement that is not caused by the Secretary or the Administrator. The Secretary may resign from his or her position in the event that he or she determines that he or she has not received sufficient cooperation from the Fund. EXECUTION COPY As long as the Secretary acts in good faith and in a manner reasonably believed to be in the best interests of the Fund, and would not otherwise be liable to the Fund by reason of his or her willful misfeasance, bad faith, gross negligence or reckless disregard of his or her duties, the Fund shall indemnify the Secretary and the Administrator, hold the Secretary and the Administrator harmless from any loss, liability, expenses (including reasonable attorney’s attorneys fees) and damages incurred by them arising out of or related to the service of such employee of the Administrator as the Secretary. (i) Anti-Money Laundering (“AML”) Services

Appointment and Services. (a) The Fund hereby appoints Administrator as administrator, fund accountant and recordkeeper of the Fund and hereby authorizes Administrator to provide Services during the term of this Agreement. Subject to the direction and control of the Fund’s Manager and its current and prior agents and service providers, Administrator will provide the Services in accordance with the terms of this Agreement. Notwithstanding anything herein to the contrary, Administrator shall not be required to provide any Services or information that it believes, in its sole discretion, to represent dishonest, unethical or illegal activity. In no event shall Administrator provide any investment advice or recommendations to any party in connection with its Services hereunder. (b) Administrator may from time to time, in its discretion, appoint one or more other parties to carry out some or all of its duties under this Agreement, provided that Administrator shall remain responsible to the Fund for all such delegated responsibilities in accordance with the terms and conditions of this Agreement, in the same manner and to the same extent as if Administrator were providing such Services itself. (c) Administrator’s duties shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Administrator hereunder. The Services do not include correcting, verifying or addressing any prior actions or inactions of the Fund, the Manager, or by any other current or prior service provider. To the extent that Administrator agrees to take such actions, those actions shall be deemed part of the Services. (d) Administrator shall not be responsible for the payment of any fees or taxes required to be paid by the Fund in connection with the issuance of any Interests in accordance with this Agreement. (e) Any Instruction that affects accounting practices and procedures under this Agreement shall be effective upon written receipt of notice and acceptance by Administrator. (f) Nothing in this Agreement shall be deemed to appoint Administrator and its officers, directors and employees as the Fund’s attorney, form an attorney-client relationship or require the provision of legal advice. The Fund acknowledges that Administrator’s in-house attorneys exclusively represent Administrator and rely on the Fund’s legal counsel to review all services provided by Administrator’s in-house attorneys and to provide independent judgment on the Fund’s behalf. Because no attorney-client relationship exists between Administrator’s in-house attorneys and the Fund, any information provided to the Administrator’s in-house attorneys may not be privileged and may be subject to compulsory disclosure under certain circumstances, notwithstanding the provisions of Section 5. Administrator represents that it will maintain the confidentiality of information disclosed to its in-house attorneys on a best efforts basis. (g) Administrator hereby agrees that all records which it maintains for the Fund pursuant to its duties hereunder are the property of the Fund and further agrees to surrender promptly to the Fund any of such records upon any Authorized Person’s request. (h) The Administrator agrees to make available to the Trust a person acceptable to the Trust to serve as the Fund’s secretary (the “Secretary”). The Administrator shall provide an appropriately qualified employee of the Administrator (or an affiliate) who will act in the good faith and in a manner reasonably believed by him or her to be in the best interests of the Fund. The Secretary will perform the duties and responsibilities customarily performed preformed by a secretary of a registered investment company. The Administrator and the Fund agree that the Secretary shall be considered an executive officer of the Fund. Accordingly, the Fund’s governing documents shall contain mandatory indemnification provisions that are applicable to the Secretary that are intended to have the effect of fully indemnifying him or her and holding him or her harmless with respect to any claims, liabilities and costs arising out of or relating to his or her service in good faith in a manner reasonably believed to be in the best interest of the Fund, except to the extent he or she would otherwise be liable to the Fund or its Investors by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. The Fund shall provide coverage to the Secretary under its directors and officers liability policy that is appropriate to the Secretary’s role and title and consistent with coverage applicable to the other officers holding positions of executive management. The Secretary shall have the discretion to resign from his or her position in the event that he or she reasonably determines that there has been or is likely to be (i) an ongoing pattern of conduct involving continuous or repeated violations of the 1940 Act and other applicable laws, rules and regulations, or (ii) a material deviation by the Trust from the terms of this Agreement that is not caused by the Secretary or the Administrator. The Secretary may resign from his or her position in the event that he or she determines that he or she has not received sufficient cooperation from the Fund. As long as the Secretary acts in good faith and in a manner reasonably believed to be in the best interests of the Fund, and would not otherwise be liable to the Fund by reason of his or her willful misfeasance, bad faith, gross negligence or reckless disregard of his or her duties, the Fund shall indemnify the Secretary and the Administrator, hold the Secretary and the Administrator harmless from any loss, liability, expenses (including reasonable attorney’s attorneys fees) and damages incurred by them arising out of or related to the service of such employee of the Administrator as the Secretary. (i) Anti-Money Laundering (“AML”) Services