Common use of Compliance Matters Clause in Contracts

Compliance Matters. (a) The Sub-Adviser understands and agrees that it is a “service provider” to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser and the Trust and its Trustees and officers, including the Fund’s CCO, with respect to (i) any and all compliance-related matters, and (ii) the Trust’s efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (as that term is defined by Rule 38a-1) by the Trust, the Adviser and the Sub-Adviser. In this regard, the Sub-Adviser shall: (1) submit to the Board for its consideration and approval, prior to the effective date of this Agreement, the Sub-Adviser’s compliance program, it being understood that the Sub-Adviser’s obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s proxy voting policies and procedures; (2) submit annually (and at such other times as the Trust may reasonably request) to the Fund’s CCO and the Adviser for consideration by the Board, a report discussing the adequacy and effectiveness of the Sub-Adviser’s compliance program, and fully describing any material amendments to such compliance program since the most recent such report; (3) provide periodic reports, certifications and information concerning the Sub-Adviser’s compliance program including, but not limited to, the following; (i) Quarterly Compliance Certifications, including any required attachments, no later than the tenth (10th) business day after each calendar quarter; and (ii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth (15th) business day of October each year. (4) provide the Adviser and the Trust and its Trustees and officers with reasonable access to information regarding the Sub-Adviser’s compliance program, which access shall include on-site visits with the Sub-Adviser as may be reasonably requested from time to time; (5) permit the Adviser and the Trust and its Trustees and officers to maintain an active working relationship with the Sub-Adviser’s compliance personnel by, among other things, providing the Adviser and the Fund’s CCO and other officers with a specified individual within the Sub-Adviser’s organization to discuss and address compliance-related matters; (6) provide the Adviser and its chief compliance officer and the Trust and its Trustees and officers, including the Fund’s CCO, with such certifications as may be reasonably requested; and (7) reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure that all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression of the independent registered public accounting firm’s opinion, and each year provide the Adviser and such independent registered public accounting firm with a copy of the most recent SSAE 16 Report prepared by the Sub-Adviser’s independent auditors regarding the Sub-Adviser’s internal controls. (b) The Sub-Adviser represents, warrants and covenants that it has implemented and shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act.

Compliance Matters. (a) The Sub-Adviser understands and agrees that it is a “service provider” to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser and the Trust and its Trustees and officers, including the FundTrust’s CCO, with respect to (i) any and all compliance-related matters, and (ii) the Trust’s efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (as that term is defined by Rule 38a-1) by the Trust, the Adviser and the Sub-Adviser. In this regard, the Sub-Adviser shall: (1) submit to the Board for its consideration and approval, prior to the effective date of this Agreement, the Sub-Adviser’s applicable compliance program, it being understood that the Sub-Adviser’s obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s proxy voting policies and procedures; (2) submit annually (and at such other times as the Trust may reasonably request) to the FundTrust’s CCO and the Adviser for consideration by the Board, a report discussing the adequacy and effectiveness of the Sub-Adviser’s compliance program, and fully describing any material amendments to such compliance program since the most recent such report; (3) provide periodic reports, reports and certifications and information concerning the Sub-Adviser’s compliance program including, but not limited to, and special reports in the followingevent of material compliance matters; (i) Quarterly Compliance Certifications, including any required attachments, no later than the tenth (10th) business day after each calendar quarter; and (ii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth (15th) business day of October each year. (4) provide the Adviser and the Trust and its Trustees and officers with reasonable access to information regarding the Sub-Adviser’s compliance programaccess, which access shall include including on-site visits with the Sub-Adviser as may be reasonably requested from time to time, to information regarding the aspects of the Sub-Adviser’s compliance program that may expose the Adviser and the Trust to compliance risks or lead to a violation by the Trust, the Adviser or the Sub-Adviser of the federal securities laws; (5) permit the Adviser and the Trust and its Trustees and officers to maintain an active working relationship with the Sub-Adviser’s compliance personnel by, among other things, providing the Adviser and the FundTrust’s CCO and other officers with a specified individual within the Sub-Adviser’s organization to discuss and address compliance-related matters; (6) provide the Adviser and its chief compliance officer and the Trust and its Trustees and officers, including the FundTrust’s CCO, with such certifications as may be reasonably requested; and (7) reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure that all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression of the independent registered public accounting firm’s opinion, and each year provide the Adviser and such independent registered public accounting firm with a copy of the most recent SSAE 16 annual SAS 70 Report prepared by the Sub-Adviser’s independent auditors regarding the Sub-Adviser’s internal controls. (b) The Sub-Adviser represents, warrants and covenants that it has implemented and shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act. (c) Notwithstanding anything to the contrary herein, the Adviser acknowledges that Sub-Adviser is not the compliance agent for the Trust or for the Adviser, and does not have access to all of the Trust’s books and records necessary to perform certain compliance testing. Any of the Sub-Adviser’s agreement to perform the services in this Section 11 or elsewhere in this Agreement is subject to the understanding that the Sub-Adviser shall perform such services based upon its books and records with respect to the Fund, which comprise a portion of the Trust’s book and records.

Compliance Matters. (a) The Sub-Adviser understands and agrees that it is a “"service provider” " to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser and the Trust and its Trustees and officers, including the Fund’s 's CCO, with respect to (i) any and all compliance-related matters, and (ii) the Trust’s 's efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “"federal securities laws” " (as that term is defined by Rule 38a-1) by the Trust, the Adviser and the Sub-Adviser. In this regard, the Sub-Adviser shall: (1) submit to the Board for its consideration and approval, prior to the effective date of this Agreement, the Sub-Adviser’s 's compliance program, it being understood that the Sub-Adviser’s 's obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s 's proxy voting policies polices and procedures; (2) submit annually (and at such other times as the Trust may reasonably request) to the Fund’s 's CCO and the Adviser for consideration by the Board, a report discussing the adequacy and effectiveness of the Sub-Adviser’s 's compliance program, and fully describing any material amendments to such compliance program since the most recent such report; (3) provide periodic reports, certifications and information concerning the Sub-Adviser’s 's compliance program including, but not limited to, the following; (i) Quarterly Compliance Certifications, including any required attachments, no later than the tenth (10th) business day after each calendar quarter; (ii) Annual Survey to Sub-Advisers, including any required attachments, no later than the tenth (10th) business day of February each year; and (iiiii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth tenth (15th10th) business day of October February each year. (4) provide the Adviser and the Trust and its Trustees and officers with reasonable access to information regarding the Sub-Adviser’s 's compliance program, which access shall include on-site visits with the Sub-Adviser as may be reasonably requested from time to time; (5) permit the Adviser and the Trust and its Trustees and officers to maintain an active working relationship with the Sub-Adviser’s 's compliance personnel by, among other things, providing the Adviser and the Fund’s 's CCO and other officers with a specified individual within the Sub-Adviser’s 's organization to discuss and address compliance-related matters; (6) provide the Adviser and its chief compliance officer and the Trust and its Trustees and officers, including the Fund’s 's CCO, with such certifications as may be reasonably requested; and (7) reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure that all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression of the independent registered public accounting firm’s 's opinion, and each year provide the Adviser and such independent registered public accounting firm with a copy of the most recent SSAE 16 SAS 70 Report prepared by the Sub-Adviser’s 's independent auditors regarding the Sub-Adviser’s 's internal controls. (b) The Sub-Adviser represents, warrants and covenants that it has implemented and shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act.

Compliance Matters. (a) The Sub-Adviser understands and agrees that it is a “"service provider” " to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser and the Trust and its Trustees and officers, including the Fund’s Trust's CCO, with respect to (i) any and all compliance-related matters, and (ii) the Trust’s 's efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “"federal securities laws” " (as that term is defined by Rule 38a-1) by the Trust, the Adviser and the Sub-Adviser. In this regard, the Sub-Adviser shall: (1) submit to the Board for its consideration and approval, prior to the effective date of this Agreement, the Sub-Adviser’s 's applicable compliance program, it being understood that the Sub-Adviser’s obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s proxy voting policies and procedures; (2) submit annually (and at such other times as the Trust may reasonably request) to the Fund’s Trust's CCO and the Adviser for consideration by the Board, a report discussing the adequacy and effectiveness of the Sub-Adviser’s 's compliance program, and fully describing any material amendments to such compliance program since the most recent such report; (3) provide periodic reports, reports and certifications and information concerning the Sub-Adviser’s 's compliance program including, but not limited to, and special reports in the followingevent of material compliance matters; (i) Quarterly Compliance Certifications, including any required attachments, no later than the tenth (10th) business day after each calendar quarter; and (ii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth (15th) business day of October each year. (4) provide the Adviser and the Trust and its Trustees and officers with reasonable access to information regarding the Sub-Adviser’s compliance programaccess, which access shall include including on-site visits with the Sub-Adviser as may be reasonably requested from time to time, to information regarding the aspects of the Sub-Adviser's compliance program that may expose the Adviser and the Trust to compliance risks or lead to a violation by the Trust, the Adviser or the Sub-Adviser of the federal securities laws; (5) permit the Adviser and the Trust and its Trustees and officers to maintain an active working relationship with the Sub-Adviser’s 's compliance personnel by, among other things, providing the Adviser and the Fund’s Trust's CCO and other officers with a specified individual within the Sub-Adviser’s 's organization to discuss and address compliance-related matters; (6) provide the Adviser and its chief compliance officer and the Trust and its Trustees and officers, including the Fund’s Trust's CCO, with such certifications as may be reasonably requested; and (7) reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure that all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression of the independent registered public accounting firm’s 's opinion, and each year provide the Adviser and such independent registered public accounting firm with a copy of the most recent SSAE 16 annual SAS 70 Report prepared by the Sub-Adviser’s 's independent auditors regarding the Sub-Adviser’s 's internal controls. (b) The Sub-Adviser represents, warrants and covenants that it has implemented and shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act. (c) Notwithstanding anything to the contrary herein, the Adviser acknowledges that Sub-Adviser is not the compliance agent for the Trust or for the Adviser, and does not have access to all of the Trust's books and records necessary to perform certain compliance testing. Any of the Sub-Adviser's agreement to perform the services in this Section 11 or elsewhere in this Agreement is subject to the understanding that the Sub-Adviser shall perform such services based upon its books and records with respect to the Fund, which comprise a portion of the Trust's book and records.

Compliance Matters. (a) The SubYou shall act as a distributor and principal underwriter of Shares in compliance in all material respects with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to (i) the 1940 Act, (ii) the Securities Exchange Act of 1934 (“1934 Act”), (iii) any securities association registered under the 1934 Act, including without limitation the NASD Conduct Rules or rules of any other applicable self-Adviser understands regulatory organization. You shall offer the Shares, and agrees that accept purchases, redemptions and exchanges for Shares, in compliance with the Fund’s registration statement (including its prospectus and statement of additional information), as it is may be amended or supplemented from time to time (“Registration Statement”). You will comply with and abide by the terms of a Fund’s Plan, as it may be amended from time to time. (b) You agree to submit sales literature and marketing materials (including memorandums, bulletins, and/or information or related materials) intended for public distribution (“service provider” CGMI Marketing Materials”) to the Trust co-principal underwriter of the Investment Company which is an affiliate of Xxxx Xxxxx prior to distribution or publication for written approval. Such CGMI Marketing Materials shall be submitted 15 days in advance for review. You shall be responsible for reviewing and making such filings with the NASD, as contemplated required, of CGMI Marketing Materials relating to each Fund. (c) You shall adopt and follow procedures for the confirmation of sales to investors and qualified securities dealers, banks and other intermediaries (collectively “Intermediaries”) timeliness of orders, the collection of amounts payable by investors and Intermediaries on such sales, the correction of errors related to distribution of Shares, the cancellation of unsettled transactions, and assisting with the solicitation of proxies, and any other matters governed by Rule 38a-1 under the 1940 ActAct (as may apply to a distributor or principal underwriter for a registered investment company), each as may be necessary to comply with the requirements of the NASD, any other self-regulatory organization, and the federal securities laws. As suchYou shall provide reports or other information to the Investment Company at the Investment Company’s reasonable request, including, without limitation, reports related to the operation and implementation of the Investment Company’s policies related to customer privacy, safeguarding of customer information, anti-money-laundering, sales and marketing practices, the Sub-Adviser agrees to cooperate fully with operation of your code of ethics or other policies and procedures of the Adviser Investment Company. (d) You represent, warrant and the Trust agree that you have adopted and its Trustees and officers, including the Fund’s CCO, with respect to implemented: (i) any an anti-money-laundering program in compliance with the USA Patriot Act of 2001, the regulations thereunder and all compliance-related mattersNASD Conduct Rules, including, without limitation, customer identification program procedures, monitoring for suspicious activity, and (ii) procedures to comply with applicable law and regulation related to cash transaction reporting requirements, as well as monitoring and reporting under FinCEN, OFAC and other government watch lists. (e) The Investment Company agrees that the Trustinformation exchanged under the Agreement and information about the respective customers and potential customers of each is confidential and as such shall not be disclosed by the Fund, sold or used by the Fund in any way except to carry out the terms of this Agreement. Notwithstanding the foregoing, such customer information may be disclosed by the Investment Company on a “need to know” basis as set forth in applicable privacy rules and regulations. The obligations regarding confidentiality hereunder shall not apply to any information which is (i) otherwise publicly available, (ii) already possessed by the entity to whom the information was disclosed prior to disclosure hereunder, (iii) independently developed by the entity, or (iv) disclosed pursuant to law, rule, regulation or court or administrative order. The Investment Company shall have the right to use any list of shareholders of the Fund or any other list of investors which it obtains in connection with its provision of services under this Agreement, provided that such use is consistent with applicable law and your privacy policies of the Investment Company, including the provision of information to the Fund’s efforts transfer agent or to assure agents used for the solicitation of proxies. You agree that you will comply with all of the foregoing obligations of this to the extent that information is treated as customer information of the Fund under applicable law or regulation, including without limitation Regulation S-P. Each party further agrees to take commercially reasonable steps, in accordance with applicable law, to safeguard customer information. The provisions of this paragraph will survive termination of the Agreement. (f) From time to time, each Fund may implement policies, procedures or charges in an effort to avoid the potential adverse effects on the Fund of its service providers adopts and maintains policies and procedures that are short-term trading by market timers. You agree to provide other assistance reasonably designed to prevent violation of the “federal securities laws” (as that term is defined by Rule 38a-1) by the Trust, the Adviser achieve compliance with these policies. You will maintain and the Sub-Adviser. In this regard, the Sub-Adviser shall: (1) submit to the Board for its consideration and approval, prior to the effective date of this Agreement, the Sub-Adviser’s compliance program, it being understood that the Sub-Adviser’s obligation under Section 2(e) of this Agreement to vote all proxies solicited by or enforce policies with respect to frequent trading and share redemption as are reasonable and customary in the issuers industry. To the extent that accounts are held in street name, you agree to cooperate with the Investment Company and the Investment Company’s Chief Compliance Officer (including, to the extent practicable, providing account level sales and redemption information) to assist in compliance with the frequent trading and redemption fee provisions as set forth in the Fund’s prospectus and other policies set forth in the Fund’s Registration Statement. (g) Purchases, exchanges and redemptions of securities in which Shares through you will be at the assets public offering price of such Shares (the net asset value of the Portfolio may Shares, with appropriate adjustments for any applicable sales charge), as determined in accordance with the then effective Registration Statement used in connection with the offer and sale of the Shares. The public offering price will reflect scheduled variations in or the elimination of sales charges on sales of Shares either generally to the public or in connection with special purchase plans, as described in the Registration Statement. You agree to apply any scheduled variation in or waivers of sales charges uniformly to all customers meeting the qualifications therefor as specified in the Registration Statement. With respect to Funds sold with an initial sales charge, your customers will be invested entitled to reduced sales charges on purchases made under any letter of intent or right of accumulation as described in the Registration Statement. In such case, the concession from the public offering price retained by you will be based upon such reduced sales charge. When placing wire trades, your agree to advise the Funds of any letter of intent executed by its customer or any available right of accumulation. The minimum initial purchase and the minimum subsequent purchase of any Shares shall be as set forth in the applicable Registration Statement. All orders are subject to acceptance or rejection by the applicable Fund in its sole discretion for any reason. (h) The handling and settlement of purchase, exchange and redemption orders will be subject to the fulfillment provisions of the condition that the Board approve the Sub-Adviser’s proxy voting policies Registration Statement and procedures; (2) submit annually (and at such other times further procedures as the Trust Investment Company and you may reasonably request) determine to be appropriate from time-to-time, consistent with this Amendment. Citigroup Global Markets’ internal systems are suitably designed to handle such orders. Each Fund shall notify you of the states or jurisdictions in which its Shares are currently available for sale to the Fund’s CCO public. The Investment Company shall have no obligation to register or make available Fund shares in any state or jurisdiction. You will be responsible for the accuracy, timeliness and the Adviser for consideration completeness of purchase, redemption or exchange orders accepted by the Board, a report discussing the adequacy and effectiveness of the Sub-Adviser’s compliance program, and fully describing any material amendments to such compliance program since the most recent such report; (3) provide periodic reports, certifications and information concerning the Sub-Adviser’s compliance program including, but not limited to, the following; (i) Quarterly Compliance Certifications, including any required attachments, no later than the tenth (10th) business day after each calendar quarter; and (ii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth (15th) business day of October each yearyou. (4j) provide The Investment Company acknowledges that the Adviser co-principal underwriter which is affiliated with Xxxx Xxxxx shall be responsible for reviewing the Registration Statement of the Fund for the accuracy and completeness of all disclosure concerning the Trust distribution of Shares and its Trustees and officers with reasonable access that you shall not have such responsibility, except, in each case, to the extent the disclosure information is provided by you or pertains to information regarding concerning your operations. Notwithstanding the Sub-Adviser’s compliance programforegoing, which access nothing in this paragraph shall include on-site visits alter your responsibilities for complying with the Sub-Adviser as may be reasonably requested from time to time; (5) permit the Adviser and the Trust and its Trustees and officers to maintain an active working relationship with the Sub-Adviser’s compliance personnel by, among other things, providing the Adviser and the Fund’s CCO and other officers with a specified individual within the Sub-Adviser’s organization to discuss and address compliance-related matters; (6) provide the Adviser and its chief compliance officer and the Trust and its Trustees and officers, including the Fund’s CCO, with such certifications as may be reasonably requested; and (7) reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure that all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression terms of the independent registered public accounting firm’s opinion, and each year provide the Adviser and such independent registered public accounting firm with a copy Registration Statement in your offering of the most recent SSAE 16 Report prepared by the Sub-Adviser’s independent auditors regarding the Sub-Adviser’s internal controlsShares. (b) The Sub-Adviser represents, warrants and covenants that it has implemented and shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act.

Compliance Matters. (a) The Sub-Adviser understands and agrees that it is a “"service provider” " to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser and the Trust and its Trustees and officers, including the Fund’s Trust's CCO, with respect to (i) any and all compliance-related matters, and (ii) the Trust’s 's efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “"federal securities laws” " (as that term is defined by Rule 38a-1) by the Trust, the Adviser and the Sub-Adviser. In this regard, the Sub-Adviser shall: (1) submit to the Board for its consideration and approval, prior to the effective date of this Agreement, the Sub-Adviser’s 's applicable compliance program, it being understood that the Sub-Adviser’s obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s proxy voting policies and procedures; (2) submit annually (and at such other times as the Trust may reasonably request) to the Fund’s Trust's CCO and the Adviser for consideration by the Board, a report discussing the adequacy and effectiveness of the Sub-Adviser’s 's compliance program, and fully describing any material amendments to such compliance program since the most recent such report; (3) provide periodic reports, reports and certifications and information concerning the Sub-Adviser’s 's compliance program including, but not limited to, and special reports in the followingevent of material compliance matters; (i) Quarterly Compliance Certifications, including any required attachments, no later than the tenth (10th) business day after each calendar quarter; and (ii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth (15th) business day of October each year. (4) provide the Adviser and the Trust and its Trustees and officers with reasonable access to information regarding the Sub-Adviser’s compliance programaccess, which access shall include including on-site visits with the Sub-Adviser as may be reasonably requested from time to time, to information regarding the aspects of the Sub-Adviser's compliance program that may expose the Adviser and the Trust to compliance risks or lead to a violation by the Trust, the Adviser or the Sub-Adviser of the federal securities laws; (5) permit the Adviser and the Trust and its Trustees and officers to maintain an active working relationship with the Sub-Adviser’s 's compliance personnel by, among other things, providing the Adviser and the Fund’s Trust's CCO and other officers with a specified individual within the Sub-Adviser’s 's organization to discuss and address compliance-related matters; (6) provide the Adviser and its chief compliance officer and the Trust and its Trustees and officers, including the Fund’s Trust's CCO, with such certifications as may be reasonably requested; and (7) reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure that all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression of the independent registered public accounting firm’s 's opinion, and each year provide the Adviser and such independent registered public accounting firm with a copy of the most recent SSAE 16 annual SAS 70 Report prepared by the Sub-Adviser’s 's independent auditors regarding the Sub-Adviser’s 's internal controls. (b) The Sub-Adviser represents, warrants and covenants that it has implemented and shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act. (c) Notwithstanding anything to the contrary herein, the Adviser acknowledges that Sub-Adviser is not the compliance agent for the Trust or for the Adviser, and does not have access to all of the Trust's books and records necessary to perform certain compliance testing. Any of the Sub-Adviser's agreement to perform the services in this Section 11 or elsewhere in this Agreement is subject to the understanding that the Sub-Adviser shall perform such services based upon its books and records with respect to the Fund, which comprise a portion of the Trust's book and records. (d) The Adviser will provide the Sub-Adviser records to facilitate the Sub-Adviser's ability to meet the Sub-Adviser's obligations under Rule 206(4)-5 of the Advisers Act. The Sub-Adviser shall treat such records as subject to the applicable confidentiality provision(s) under this Agreement, provided that at no time, unless so required by the applicable laws or relevant regulatory authorities, shall the records be disclosed to or otherwise made available to and shared with any third party or the general public.

Compliance Matters. (a) The Sub-Adviser understands and agrees that it is a “"service provider” " to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser and the Trust and its Trustees and officers, including the Fund’s Trust's CCO, with respect to (i) any and all compliance-related matters, and (ii) the Trust’s 's efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “"federal securities laws” " (as that term is defined by Rule 38a-1) by the Trust, the Adviser and the Sub-Adviser. In this regard, the Sub-Adviser shall: (1) submit to the Board for its consideration and approval, prior to the effective date of this Agreement, the Sub-Adviser’s 's compliance program, it being understood that the Sub-Adviser’s 's obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s 's proxy voting policies polices and procedures; (2) submit annually (and at such other times as the Trust may reasonably request) to the Fund’s Trust's CCO and the Adviser for consideration by the Board, a report discussing the adequacy and effectiveness of the Sub-Adviser’s 's compliance program, and fully describing any material amendments to such compliance program since the most recent such report; (3) provide periodic reports, reports and certifications and information concerning the Sub-Adviser’s 's compliance program including, but not limited to, and special reports in the followingevent of material compliance matters; (i) Quarterly Compliance Certifications, including any required attachments, no later than the tenth (10th) business day after each calendar quarter; and (ii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth (15th) business day of October each year. (4) provide the Adviser and the Trust and its Trustees and officers with reasonable access to information regarding the Sub-Adviser’s 's compliance program, which access shall include on-site visits with the Sub-Adviser as may be reasonably requested from time to time; (5) permit the Adviser and the Trust and its Trustees and officers to maintain an active working relationship with the Sub-Adviser’s 's compliance personnel by, among other things, providing the Adviser and the Fund’s Trust's CCO and other officers with a specified individual within the Sub-Adviser’s 's organization to discuss and address compliance-related matters; (6) provide the Adviser and its chief compliance officer and the Trust and its Trustees and officers, including the Fund’s Trust's CCO, with such certifications as may be reasonably requested; and (7) reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure that all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression of the independent registered public accounting firm’s 's opinion, and each year provide the Adviser and such independent registered public accounting firm with a copy of the most recent SSAE 16 Report prepared by the Sub-Adviser’s independent auditors regarding the Sub-Adviser’s internal controls. (b) The Sub-Adviser represents, warrants and covenants that it has implemented and shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act.

Compliance Matters. (a) The Sub-Adviser understands and agrees that it is a “"service provider” " to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser and the Trust and its Trustees and officers, including the Fund’s 's CCO, with respect to (i) any and all compliance-related matters, and (ii) the Trust’s 's efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “"federal securities laws” " (as that term is defined by Rule 38a-1) by the Trust, the Adviser and the Sub-Adviser. In this regard, the Sub-Adviser shall: (1) submit to the Board for its consideration and approval, prior to the effective date of this Agreement, the Sub-Adviser’s 's compliance program, it being understood that the Sub-Adviser’s 's obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s 's proxy voting policies polices and procedures; (2) submit annually (and at such other times as the Trust may reasonably request) to the Fund’s 's CCO and the Adviser for consideration by the Board, a report discussing the adequacy and effectiveness of the Sub-Adviser’s 's compliance program, and fully describing any material amendments to such compliance program since the most recent such report; (3) provide periodic reports, certifications and information concerning the Sub-Adviser’s 's compliance program including, but not limited to, the following; (i) Quarterly Compliance Certifications, including any required attachments, no later than the tenth (10th) business day after each calendar quarter; (ii) Annual Survey to Sub-Advisers, including any required attachments, as specified in Q1 each year; and (iiiii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth (15th) business day of October each year. (4) provide the Adviser and the Trust and its Trustees and officers with reasonable access to information regarding the Sub-Adviser’s 's compliance program, which access shall include on-site visits with the Sub-Adviser as may be reasonably requested from time to time; (5) permit the Adviser and the Trust and its Trustees and officers to maintain an active working relationship with the Sub-Adviser’s 's compliance personnel by, among other things, providing the Adviser and the Fund’s 's CCO and other officers with a specified individual within the Sub-Adviser’s 's organization to discuss and address compliance-related matters; (6) provide the Adviser and its chief compliance officer and the Trust and its Trustees and officers, including the Fund’s 's CCO, with such certifications as may be reasonably requested; and (7) reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure that all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression of the independent registered public accounting firm’s 's opinion, and each year provide the Adviser and such independent registered public accounting firm with a copy of the most recent SSAE 16 SAS 70 Report prepared by the Sub-Adviser’s 's independent auditors regarding the Sub-Adviser’s 's internal controls. (b) The Sub-Adviser represents, warrants and covenants that it has implemented and shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act.

Compliance Matters. (a) The Sub-Adviser understands and agrees that it is a “service provider” to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser and the Trust and its Trustees and officers, including the Fund’s CCO, with respect to (i) any and all compliance-related mattersmatters related to its responsibilities under this Agreement, and (ii) the Trust’s reasonable efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (as that term is defined by Rule 38a-1) by the Trust, the Adviser and the Sub-Adviser. In this regard, the Sub-Adviser shall: (1) submit to the Board for its consideration and approval, prior to the effective date of this Agreement, the Sub-Adviser’s compliance programCompliance Program, it being understood that the Sub-Adviser’s obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s proxy voting policies and procedures; (2) submit annually (and at such other times as the Trust may reasonably request) to the Fund’s CCO and the Adviser for consideration by the Board, a report discussing the adequacy and effectiveness of the Sub-Adviser’s compliance programCompliance Program, and submit annually (and at such other times as the Trust may reasonably request) a report to the Fund’s CCO and the Adviser for consideration by the Board, fully describing any material amendments to such compliance program Compliance Program since the most recent such report; (3) provide periodic reports, certifications and information concerning the Sub-Adviser’s compliance program Compliance Program including, but not limited to, the following; (i) Quarterly Compliance Certifications, including any required attachments, no later than the tenth (10th) business day after each calendar quarter; (ii) Annual Survey to Sub-Advisers, including any required attachments, as specified in Q1 each year; and (iiiii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth (15th) business day of October each year. (4) provide the Adviser and the Trust and its Trustees and officers with reasonable access to information regarding the Sub-Adviser’s compliance programCompliance Program, which access shall include on-site visits with the Sub-Adviser as may be reasonably requested from time to time; (5) permit the Adviser and the Trust and its Trustees and officers to maintain an active working relationship with the Sub-Adviser’s compliance personnel by, among other things, providing the Adviser and the Fund’s CCO and other officers with a specified individual within the Sub-Adviser’s organization to discuss and address compliance-related matters; (6) provide the Adviser and its chief compliance officer and the Trust and its Trustees and officers, including the Fund’s CCO, with such certifications as may be reasonably requested; and (7) reasonably cooperate with any independent registered public accounting firm engaged by the Trust, and take all reasonable action in the performance of its obligations under this agreement to ensure that access to all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression of the independent registered public accounting firm’s opinion, and each year provide the Adviser and such independent registered public accounting firm with a copy of the most recent SSAE 16 Report prepared by the Sub-Adviser’s independent auditors regarding the Sub-Adviser’s internal controls. (b) The Sub-Adviser represents, warrants and covenants that it has implemented and shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act.

Compliance Matters. (a) The Sub-Adviser understands and agrees that it is a “service provider” to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser and the Trust and its Trustees and officers, including the FundTrust’s CCO, with respect to (i) any and all compliance-related matters, and (ii) the Trust’s efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (as that term is defined by Rule 38a-1) by the Trust, the Adviser and the Sub-Adviser. In this regard, the Sub-Adviser shall: (1) submit to the Board for its consideration and approval, prior to the effective date of this Agreement, the Sub-Adviser’s applicable compliance program, it being understood that the Sub-Adviser’s obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s proxy voting policies and procedures; (2) submit annually (and at such other times as the Trust may reasonably request) to the FundTrust’s CCO and the Adviser for consideration by the Board, a report discussing the adequacy and effectiveness of the Sub-Adviser’s compliance program, and fully describing any material amendments to such compliance program since the most recent such report; (3) provide periodic reports, reports and certifications and information concerning the Sub-Adviser’s compliance program including, but not limited to, and special reports in the followingevent of material compliance matters; (i) Quarterly Compliance Certifications, including any required attachments, no later than the tenth (10th) business day after each calendar quarter; and (ii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth (15th) business day of October each year. (4) provide the Adviser and the Trust and its Trustees and officers with reasonable access to information regarding the Sub-Adviser’s compliance programaccess, which access shall include including on-site visits with the Sub-Adviser as may be reasonably requested from time to time, to information regarding the aspects of the Sub-Adviser’s compliance program that may expose the Adviser and the Trust to compliance risks or lead to a violation by the Trust, the Adviser or the Sub-Adviser of the federal securities laws; (5) permit the Adviser and the Trust and its Trustees and officers to maintain an active working relationship with the Sub-Adviser’s compliance personnel by, among other things, providing the Adviser and the FundTrust’s CCO and other officers with a specified individual within the Sub-Adviser’s organization to discuss and address compliance-related matters; (6) provide the Adviser and its chief compliance officer and the Trust and its Trustees and officers, including the FundTrust’s CCO, with such certifications as may be reasonably requested; and (7) reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure that all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression of the independent registered public accounting firm’s opinion, and each year provide the Adviser and such independent registered public accounting firm with a copy of the most recent SSAE 16 annual SAS 70 Report prepared by the Sub-Adviser’s independent auditors regarding the Sub-Adviser’s internal controls. (b) The Sub-Adviser represents, warrants and covenants that it has implemented and shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act. (c) Notwithstanding anything to the contrary herein, the Adviser acknowledges that Sub-Adviser is not the compliance agent for the Trust or for the Adviser, and does not have access to all of the Trust’s books and records necessary to perform certain compliance testing. Any of the Sub-Adviser’s agreement to perform the services in this Section 11 or elsewhere in this Agreement is subject to the understanding that the Sub-Adviser shall perform such services based upon its books and records with respect to the Fund, which comprise a portion of the Trust’s book and records. (d) The Adviser will provide the Sub-Adviser records to facilitate the Sub-Adviser’s ability to meet the Sub-Adviser’s obligations under Rule 206(4)-5 of the Advisers Act. The Sub-Adviser shall treat such records as subject to the applicable confidentiality provision(s) under this Agreement, provided that at no time, unless so required by the applicable laws or relevant regulatory authorities, shall the records be disclosed to or otherwise made available to and shared with any third party or the general public.

Compliance Matters. (a) The Sub-Adviser understands and agrees that it is a “service provider” to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser and the Trust and its Trustees and officers, including the FundTrust’s CCO, with respect to (i1) any and all compliance-related matters, and (ii2) the Trust’s efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (”, as that term is defined by Rule 38a-1) , by the Trust, the Adviser Trust and the Sub-Adviser. In this regard, the Sub-Adviser shall: (1i) submit to the Board for its consideration and approval, prior to commencement of the effective date of this AgreementFunds’ operations, the Sub-Adviser’s applicable compliance program, it being understood that the Sub-Adviser’s obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s proxy voting policies and procedures; (2ii) submit to the Board for its consideration and approval, annually (and at such other times as the Trust may reasonably request) to the Fund’s CCO and the Adviser for consideration by the Board), a report discussing the adequacy and effectiveness of the Sub-Adviser’s compliance program, and (“Report”) fully describing any material amendments to Adviser’s compliance policies and procedures since the more recent of: (1) the Board’s approval of such compliance program since policies and procedures or (2) the most recent such reportReport; (3iii) provide periodic reports, certifications and information concerning reports discussing the Sub-Adviser’s compliance program including, but not limited to, and special reports in the followingevent of material compliance matters; (iiv) Quarterly Compliance Certifications, including any required attachments, no later than the tenth (10th) business day after each calendar quarter; and (ii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth (15th) business day of October each year. (4) provide the Adviser and permit the Trust and its Trustees and officers to become familiar with reasonable access to information regarding the Sub-Adviser’s operations and understand those aspects of the Adviser’s operations that may expose the Trust to compliance program, which access shall include on-site visits with risks or lead to a violation by the Sub-Trust or the Adviser as may be reasonably requested from time to timeof the federal securities laws; (5v) permit the Adviser and the Trust and its Trustees and officers to maintain an active working relationship with the Sub-Adviser’s compliance personnel by, among other things, providing the Adviser and the FundTrust’s CCO and other officers with a specified individual within the Sub-Adviser’s organization to discuss and address compliance-related matters; (6vi) provide the Adviser and its chief compliance officer and the Trust and its Trustees and officers, including the Fund’s CCO, CCO with such certifications as may be reasonably requested; and (7vii) reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure ’s independent public accountants and shall take all reasonable action in the performance of its obligations under this Agreement to assure that access to all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firmaccountants, to support the expression of the independent registered public accounting firmaccountant’s opinion, opinion and each year provide the Adviser and such independent registered public accounting firm with a copy their review of the most recent SSAE 16 Report prepared by the Sub-Adviser’s independent auditors regarding the Sub-Adviser’s appropriate internal controlscontrols and operations, as such may be required from time to time. (b) The Sub-Adviser represents, warrants and covenants that it has implemented and shall maintain a compliance program in accordance that complies with the requirements of Rule 206(4)-7 under the Advisers Act.

Compliance Matters. (a) The Sub-Adviser understands and agrees that it is a “service provider” to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser and the Trust and its Trustees and officers, including the Fund’s CCO, with respect to (i) any and all compliance-related matters, and (ii) the Trust’s efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (as that term is defined by Rule 38a-1) by the Trust, the Adviser and the Sub-Adviser. In this regard, the Sub-Adviser shall: (1) submit to the Board for its consideration and approval, prior to the effective date of this Agreement, the Sub-Adviser’s compliance program, it being understood that the Sub-Adviser’s obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s proxy voting policies polices and procedures; (2) submit annually (and at such other times as the Trust may reasonably request) to the Fund’s CCO and the Adviser for consideration by the Board, a report discussing the adequacy and effectiveness of the Sub-Adviser’s compliance program, and fully describing any material amendments to such compliance program since the most recent such report; (3) provide periodic reports, certifications and information concerning the Sub-Adviser’s compliance program including, but not limited to, the following; (i) Quarterly Compliance Certifications, including any required attachments, no later than the tenth (10th) business day after each calendar quarter; (ii) Annual Survey to Sub-Advisers, including any required attachments, no later than the tenth (10th) business day of February each year; and (iiiii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth tenth (15th10th) business day of October February each year. (4) provide the Adviser and the Trust and its Trustees and officers with reasonable access to information regarding the Sub-Adviser’s compliance program, which access shall include on-site visits with the Sub-Adviser as may be reasonably requested from time to time; (5) permit the Adviser and the Trust and its Trustees and officers to maintain an active working relationship with the Sub-Adviser’s compliance personnel by, among other things, providing the Adviser and the Fund’s CCO and other officers with a specified individual within the Sub-Adviser’s organization to discuss and address compliance-related matters; (6) provide the Adviser and its chief compliance officer and the Trust and its Trustees and officers, including the Fund’s CCO, with such certifications as may be reasonably requested; and (7) reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure that all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression of the independent registered public accounting firm’s opinion, and each year provide the Adviser and such independent registered public accounting firm with a copy of the most recent SSAE 16 SAS 70 Report prepared by the Sub-Adviser’s independent auditors regarding the Sub-Adviser’s internal controls. (b) The Sub-Adviser represents, warrants and covenants that it has implemented and shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act.

Compliance Matters. (a) The Sub-Adviser understands and agrees that it is a “"service provider” " to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser and the Trust and its Trustees and officers, including the Fund’s Trust's CCO, with respect to (i) any and all compliance-related matters, and (ii) the Trust’s 's efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “"federal securities laws” " (as that term is defined by Rule 38a-1) by the Trust, the Adviser and the Sub-Adviser. In this regard, the Sub-Adviser shall: (1) submit to the Board for its consideration and approval, prior to the effective date of this Agreement, the Sub-Adviser’s 's compliance program, it being understood that the Sub-Adviser’s 's obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s 's proxy voting policies polices and procedures; (2) submit annually (and at such other times as the Trust may reasonably request) to the Fund’s Trust's CCO and the Adviser for consideration by the Board, a report discussing the adequacy and effectiveness of the Sub-Adviser’s 's compliance program, and fully describing any material amendments to such compliance program since the most recent such report; (3) provide periodic reports, reports and certifications and information concerning the Sub-Adviser’s 's compliance program including, but not limited to, and special reports in the followingevent of material compliance matters; (i) Quarterly Compliance Certifications, including any required attachments, no later than the tenth (10th) business day after each calendar quarter; and (ii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth (15th) business day of October each year. (4) provide the Adviser and the Trust and its Trustees and officers with reasonable access to information regarding the Sub-Adviser’s 's compliance program, which access shall include on-site visits with the Sub-Adviser as may be reasonably requested from time to time; (5) permit the Adviser and the Trust and its Trustees and officers to maintain an active working relationship with the Sub-Adviser’s 's compliance personnel by, among other things, providing the Adviser and the Fund’s Trust's CCO and other officers with a specified individual within the Sub-Adviser’s 's organization to discuss and address compliance-related matters; (6) provide the Adviser and its chief compliance officer and the Trust and its Trustees and officers, including the Fund’s Trust's CCO, with such certifications as may be reasonably requested; and (7) reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure that all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, and to support the expression of the independent registered public accounting firm’s 's opinion, and each year provide the Adviser and such independent registered public accounting firm with a copy of the most recent SSAE 16 Report prepared by the Sub-Adviser’s independent auditors regarding the Sub-Adviser’s internal controls. (b) The Sub-Adviser represents, warrants and covenants that it has implemented and shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act.

Compliance Matters. (a) The Sub-Adviser understands and agrees that it is a “"service provider” " to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser and the Trust and its Trustees and officers, including the Fund’s 's CCO, with respect to (i) any and all compliance-related matters, and (ii) the Trust’s 's efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “"federal securities laws” " (as that term is defined by Rule 38a-1) by the Trust, the Adviser and the Sub-Adviser. In this regard, the Sub-Adviser shall: (1) submit to the Board for its consideration and approval, prior to the effective date of this Agreement, the Sub-Adviser’s 's compliance program, it being understood that the Sub-Adviser’s 's obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s 's proxy voting policies polices and procedures; (2) submit annually (and at such other times as the Trust may reasonably request) to the Fund’s 's CCO and the Adviser for consideration by the Board, a report discussing the adequacy and effectiveness of the Sub-Adviser’s 's compliance program, and fully describing any material amendments to such compliance program since the most recent such report; (3) provide periodic reports, certifications and information concerning the Sub-Adviser’s 's compliance program including, but not limited to, the following; (i) Quarterly Compliance Certifications, including any required attachments, no later than the tenth (10th) business day after each calendar quarter; (ii) Annual Survey to Sub-Advisers, including any required attachments, no later than the tenth (10th) business day of February each year; and (iiiii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth tenth (15th10th) business day of October February each year. (4) provide the Adviser and the Trust and its Trustees and officers with reasonable access to information regarding the Sub-Adviser’s 's compliance program, which access shall include on-site visits with the Sub-Adviser as may be reasonably requested from time to time; (5) permit the Adviser and the Trust and its Trustees and officers to maintain an active working relationship with the Sub-Adviser’s 's compliance personnel by, among other things, providing the Adviser and the Fund’s 's CCO and other officers with a specified individual within the Sub-Adviser’s 's organization to discuss and address compliance-related matters; (6) provide the Adviser and its chief compliance officer and the Trust and its Trustees and officers, including the Fund’s 's CCO, with such certifications as may be reasonably requested; and (7) reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure that all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression of the independent registered public accounting firm’s 's opinion, and each year provide the Adviser and such independent registered public accounting firm with a copy of the most recent SSAE 16 Report prepared by the Sub-Adviser’s 's independent auditors regarding the Sub-Adviser’s 's internal controls. (b) The Sub-Adviser represents, warrants and covenants that it has implemented and shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act.

Compliance Matters. (a) The Sub-Adviser understands and agrees that it is a “"service provider” " to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser and the Trust and its Trustees and officers, including the Fund’s Trust's CCO, with respect to (i) any and all compliance-related matters, and (ii) the Trust’s 's efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “"federal securities laws” " (as that term is defined by Rule 38a-1) by the Trust, the Adviser and the Sub-Adviser. In this regard, the Sub-Adviser shall: (1) submit to the Board for its consideration and approval, prior to the effective date of this Agreement, the Sub-Adviser’s 's compliance program, it being understood that the Sub-Adviser’s 's obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s 's proxy voting policies polices and procedures; (2) submit annually (and at such other times as the Trust may reasonably request) to the Fund’s Trust's CCO and the Adviser for consideration by the Board, a report discussing the adequacy and effectiveness of the Sub-Adviser’s 's compliance program, and fully describing any material amendments to such compliance program since the most recent such report; (3) provide periodic reports, reports and certifications and information concerning the Sub-Adviser’s 's compliance program including, but not limited to, and special reports in the followingevent of material compliance matters; (i) Quarterly Compliance Certifications, including any required attachments, no later than the tenth (10th) business day after each calendar quarter; and (ii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth (15th) business day of October each year. (4) provide the Adviser and the Trust and its Trustees and officers with reasonable access to information regarding the Sub-Adviser’s 's compliance program, which access shall include on-site visits with the Sub-Adviser as may be reasonably requested from time to time; (5) permit the Adviser and the Trust and its Trustees and officers to maintain an active working relationship with the Sub-Adviser’s 's compliance personnel by, among other things, providing the Adviser and the Fund’s Trust's CCO and other officers with a specified individual within the Sub-Adviser’s 's organization to discuss and address compliance-related matters; (6) provide the Adviser and its chief compliance officer and the Trust and its Trustees and officers, including the Fund’s Trust's CCO, with such certifications as may be reasonably requested; and (7) reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure that all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression of the independent registered public accounting firm’s 's opinion, and each year provide the Adviser and such independent registered public accounting firm with a copy of the most recent SSAE 16 SAS 70 Report prepared by the Sub-Adviser’s 's independent auditors regarding the Sub-Adviser’s 's internal controls. (b) The Sub-Adviser represents, warrants and covenants that it has implemented and shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act.

Compliance Matters. (a) The Sub-Adviser understands and agrees that it is a “"service provider” " to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser and the Trust and its Trustees and officers, including the Fund’s 's CCO, with respect to (i) any and all compliance-related matters, and (ii) the Trust’s 's efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “"federal securities laws” " (as that term is defined by Rule 38a-1) by the Trust, the Adviser and the Sub-Adviser. In this regard, the Sub-Adviser shall: (1) submit to the Board for its consideration and approval, prior to the effective date of this Agreement, the Sub-Adviser’s 's compliance program, it being understood that the Sub-Adviser’s 's obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s 's proxy voting policies polices and procedures; (2) submit annually (and at such other times as the Trust may reasonably request) to the Fund’s 's CCO and the Adviser for consideration by the Board, a report discussing the adequacy and effectiveness of the Sub-Adviser’s 's compliance program, and fully describing any material amendments to such compliance program since the most recent such report; (3) provide periodic reports, certifications and information concerning the Sub-Adviser’s 's compliance program including, but not limited to, the following; (i) Quarterly Compliance Certifications, including any required attachments, no later than the tenth (10th) business day after each calendar quarter; (ii) Annual Survey to Sub-Advisers, including any required attachments, no later than the tenth (10th) business day of February each year; and (iiiii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth tenth (15th10th) business day of October February each year. (4) provide the Adviser and the Trust and its Trustees and officers with reasonable access to information regarding the Sub-Adviser’s 's compliance program, which access shall include on-site visits with the Sub-Adviser as may be reasonably requested from time to time; (5) permit the Adviser and the Trust and its Trustees and officers to maintain an active working relationship with the Sub-Adviser’s 's compliance personnel by, among other things, providing the Adviser and the Fund’s 's CCO and other officers with a specified individual within the Sub-Adviser’s 's organization to discuss and address compliance-related matters; (6) provide the Adviser and its chief compliance officer and the Trust and its Trustees and officers, including the Fund’s 's CCO, with such certifications as may be reasonably requested; and (7) reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure that all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression of the independent registered public accounting firm’s 's opinion, and each year provide the Adviser and such independent registered public accounting firm with a copy of the most recent SSAE 16 Report SAS 70 Report, if any, prepared by the Sub-Adviser’s 's independent auditors regarding the Sub-Adviser’s 's internal controls. (b) The Sub-Adviser represents, warrants and covenants that it has implemented and shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act.

Compliance Matters. (a) The Sub-Adviser understands and agrees that it is a “service provider” to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser and the Trust and its Trustees and officers, including the Fund’s CCO, with respect to (i) any and all compliance-related matters, and (ii) the Trust’s efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (as that term is defined by Rule 38a-1) by the Trust, the Adviser and the Sub-Adviser. In this regard, the Sub-Adviser shall: (1) submit to the Board for its consideration and approval, prior to the effective date of this Agreement, the Sub-Adviser’s compliance program, it being understood that the Sub-Adviser’s obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s proxy voting policies and procedures; (2) submit annually (and at such other times as the Trust may reasonably request) to the Fund’s CCO and the Adviser for consideration by the Board, a report discussing the adequacy and effectiveness of the Sub-Adviser’s compliance program, and fully describing any material amendments to such compliance program since the most recent such report; (3) provide periodic reports, certifications and information concerning the Sub-Adviser’s compliance program including, but not limited to, the following; (i) Quarterly Compliance Certifications, including any required attachments, no later than the tenth (10th) business day after each calendar quarter; (ii) Annual Survey to Sub-Advisers, including any required attachments, as specified in Q1 each year; and (iiiii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth (15th) business day of October each year. (4) provide the Adviser and the Trust and its Trustees and officers with reasonable access to information regarding the Sub-Adviser’s compliance program, which access shall include on-site visits with the Sub-Adviser as may be reasonably requested from time to time; (5) permit the Adviser and the Trust and its Trustees and officers to maintain an active working relationship with the Sub-Adviser’s compliance personnel by, among other things, providing the Adviser and the Fund’s CCO and other officers with a specified individual within the Sub-Adviser’s organization to discuss and address compliance-related matters; (6) provide the Adviser and its chief compliance officer and the Trust and its Trustees and officers, including the Fund’s CCO, with such certifications as may be reasonably requested; and (7) reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure that all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression of the independent registered public accounting firm’s opinion, and each year provide the Adviser and such independent registered public accounting firm with a copy of the most recent SSAE 16 Report prepared by the Sub-Adviser’s independent auditors regarding the Sub-Adviser’s internal controls. (b) The Sub-Adviser represents, warrants and covenants that it has implemented and shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act.

Compliance Matters. (a) The Sub-Adviser understands and agrees that it is a “"service provider” " to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser and the Trust and its Trustees and officers, including the Fund’s Trust's CCO, with respect to (i) any and all compliance-related matters, and (ii) the Trust’s 's efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “"federal securities laws” " (as that term is defined by Rule 38a-1) by the Trust, the Adviser and the Sub-Adviser. In this regard, the Sub-Adviser shall: (1) submit to the Board for its consideration and approval, prior to the effective date of this Agreement, the Sub-Adviser’s 's applicable compliance programpolicies and procedures, it being understood that the Sub-Adviser’s 's obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s 's proxy voting policies polices and procedures; (2) submit annually (and at such other times as the Trust may reasonably request) to the Fund’s Trust's CCO and the Adviser for consideration by the Board, a report discussing the adequacy and effectiveness of the Sub-Adviser’s 's compliance program, and fully describing any material amendments to such compliance program since the most recent such report; (3) provide periodic reports, reports and certifications and information concerning the Sub-Adviser’s 's compliance program including, but not limited to, and special reports in the followingevent of material compliance matters; (i) Quarterly Compliance Certifications, including any required attachments, no later than the tenth (10th) business day after each calendar quarter; and (ii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth (15th) business day of October each year. (4) provide the Adviser and the Trust and its Trustees and officers with reasonable access to information regarding the Sub-Adviser’s 's compliance program, which access shall include on-site visits with the Sub-Adviser as may be reasonably requested from time to time; (5) permit the Adviser and the Trust and its Trustees and officers to maintain an active working relationship with the Sub-Adviser’s 's compliance personnel by, among other things, providing the Adviser and the Fund’s Trust's CCO and other officers with a specified individual within the Sub-Adviser’s 's organization to discuss and address compliance-related matters; (6) provide the Adviser and its chief compliance officer and the Trust and its Trustees and officers, including the Fund’s Trust's CCO, with such certifications as may be reasonably requested; and (7) reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure that all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression of the independent registered public accounting firm’s 's opinion, and each year provide the Adviser and such independent registered public accounting firm with a copy of the most recent SSAE 16 SAS 70 Report prepared by the Sub-Adviser’s 's independent auditors regarding the Sub-Adviser’s 's internal controls. (b) The Sub-Adviser represents, warrants and covenants that it has implemented and shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act.

Compliance Matters. (a) A. The Sub-Adviser understands and agrees that it is a “service provider” to the Trust as contemplated by Rule 38a-1 under the 1940 Act. . B. As such, the Sub-Adviser agrees to cooperate fully with the Adviser and the Trust and its Trustees and officers, including the FundTrust’s CCO, with respect to (i) to: 1. any and all compliance-related matters, and (ii) and 2. the Trust’s efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (”, as that term is defined by Rule 38a-1) , by the Trust, the Adviser Trust and the Sub-Adviser. In this regard, the Sub-Adviser shall: (1) a. submit to the Board for its consideration and approval, prior to the effective date of this Agreement, the Sub-Adviser’s Rule 38a-1 compliance program, it being understood that the Sub-Adviser’s obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s proxy voting policies and procedures; (2) b. submit to the Board for its consideration and approval, annually (and at such other times as the Trust may reasonably request) to the Fund’s CCO and the Adviser for consideration by the Board), a report discussing the adequacy and effectiveness of the Sub-Adviser’s compliance program, and (“Report”) fully describing any material amendments to the Adviser’s Rule 38a-1 compliance policies and procedures since the more recent of: (i) the Board’s approval of such compliance program since policies and procedures or (ii) the most recent such reportReport; (3) c. provide periodic reports, certifications and information concerning reports discussing the Sub-Adviser’s Rule 38a-1 compliance program including, but not limited to, and special reports in the followingevent of material compliance matters; (i) Quarterly Compliance Certifications, including any required attachments, no later than the tenth (10th) business day after each calendar quarter; and (ii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth (15th) business day of October each year. (4) provide the Adviser and d. permit the Trust and its Trustees and officers to become familiar with reasonable access to information regarding the Sub-Adviser’s operations and understand those aspects of the Adviser’s operations that may expose the Trust to compliance program, which access shall include on-site visits with risks or lead to a violation by the Sub-Trust or the Adviser as may be reasonably requested from time to timeof the federal securities laws; (5) e. permit the Adviser and the Trust and its Trustees and officers to maintain an active working relationship with the Sub-Adviser’s compliance personnel by, among other things, providing the Adviser and the FundTrust’s CCO and other officers with a specified individual within the Sub-Adviser’s organization to discuss and address compliance-related matters; (6) f. provide the Adviser and its chief compliance officer and the Trust and its Trustees and officers, including the Fund’s CCO, CCO with such certifications as may be reasonably requested; and (7) g. reasonably cooperate with the Trust’s any independent registered public accounting firm engaged by and shall take all reasonable action in the Trust, ensure performance of its obligations under this Agreement to assure that access to all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression of the independent registered public accounting firm’s opinion, opinion and each year provide the Adviser and such independent registered public accounting firm with a copy their review of the most recent SSAE 16 Report prepared by the Sub-Adviser’s independent auditors regarding the Sub-Adviser’s appropriate internal controlscontrols and operations, as such may be required from time to time. (b) The Sub-h. the Adviser represents, warrants and covenants that it has implemented and shall maintain a compliance program in accordance that complies with the requirements of Rule 206(4)-7 under the Advisers Act.

Compliance Matters. (a) The Sub-Adviser understands and agrees that it is a “service provider” to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser and the Trust and its Trustees and officers, including the FundTrust’s CCO, with respect to (i) any and all compliance-related matters, and (ii) the Trust’s efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (as that term is defined by Rule 38a-1) by the Trust, the Adviser and the Sub-Adviser. In this regard, the Sub-Adviser shall: (1) submit to the Board for its consideration and approval, prior to the effective date of this Agreement, the Sub-Adviser’s compliance program, it being understood that the Sub-Adviser’s obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s proxy voting policies polices and procedures; (2) submit annually (and at such other times as the Trust may reasonably request) to the FundTrust’s CCO and the Adviser for consideration by the Board, a report discussing the adequacy and effectiveness of the Sub-Adviser’s compliance program, and fully describing any material amendments to such compliance program since the most recent such report; (3) provide periodic reports, reports and certifications and information concerning the Sub-Adviser’s compliance program including, but not limited to, and special reports in the followingevent of material compliance matters; (i) Quarterly Compliance Certifications, including any required attachments, no later than the tenth (10th) business day after each calendar quarter; and (ii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth (15th) business day of October each year. (4) provide the Adviser and the Trust and its Trustees and officers with reasonable access to information regarding the Sub-Adviser’s compliance program, which access shall include on-site visits with the Sub-Adviser as may be reasonably requested from time to time; (5) permit the Adviser and the Trust and its Trustees and officers to maintain an active working relationship with the Sub-Adviser’s compliance personnel by, among other things, providing the Adviser and the FundTrust’s CCO and other officers with a specified individual within the Sub-Adviser’s organization to discuss and address compliance-related matters; (6) provide the Adviser and its chief compliance officer and the Trust and its Trustees and officers, including the FundTrust’s CCO, with such certifications as may be reasonably requested; and (7) reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure that all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression of the independent registered public accounting firm’s opinion, and each year provide the Adviser and such independent registered public accounting firm with a copy of the most recent SSAE 16 SAS 70 Report prepared by the Sub-Adviser’s independent auditors regarding the Sub-Adviser’s internal controls. (b) The Sub-Adviser represents, warrants and covenants that it has implemented and shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act.

Compliance Matters. (a) The Sub-Adviser understands and agrees that it is a “service provider” to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser and the Trust and its Trustees and officers, including the Fund’s CCO, with respect to (i) any and all compliance-related matters, and (ii) the Trust’s efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (as that term is defined by Rule 38a-1) by the Trust, the Adviser and the Sub-Adviser. In this regard, the Sub-Adviser shall: (1) submit to the Board for its consideration and approval, prior to the effective date of this Agreement, the Sub-Adviser’s applicable compliance programpolicies and procedures, it being understood that the Sub-Adviser’s obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s proxy voting policies and procedures; (2) submit annually (and at such other times as the Trust may reasonably request) to the Fund’s CCO and the Adviser for consideration by the Board, a report discussing the adequacy and effectiveness of the Sub-Adviser’s compliance program, and fully describing any material amendments to such compliance program since the most recent such report; (3) provide periodic reports, certifications and information concerning the Sub-Adviser’s compliance program including, but not limited to, the following; (i) Quarterly Compliance Certifications, including any required attachments, no later than provided to the Adviser on a best efforts basis by the by the tenth (10th) business day after each calendar quarter and not later than the fifteenth (15th) business day after each calendar quarter; and (ii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth (15th) business day of October each year. (4) provide the Adviser and the Trust and its Trustees and officers with reasonable access to information regarding the Sub-Adviser’s compliance program, which access shall include on-site visits with the Sub-Adviser as may be reasonably requested from time to time; (5) permit the Adviser and the Trust and its Trustees and officers to maintain an active working relationship with the Sub-Adviser’s compliance personnel by, among other things, providing the Adviser and the Fund’s CCO and other officers with a specified individual within the Sub-Adviser’s organization to discuss and address compliance-related matters; (6) provide the Adviser and its chief compliance officer and the Trust and its Trustees and officers, including the Fund’s CCO, with such certifications as may be reasonably requested; and (7) reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure that all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression of the independent registered public accounting firm’s opinion, and each year provide the Adviser and such independent registered public accounting firm with a copy of the most recent SSAE 16 Report prepared by the Sub-Adviser’s independent auditors regarding the Sub-Adviser’s internal controls. (b) The Sub-Adviser represents, warrants and covenants that it has implemented and shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act. (c) The Adviser will provide the Sub-Adviser records to facilitate the Sub-Adviser’s ability to meet the Sub-Adviser’s obligations under Rule 206(4)-5 of the Advisers Act. The Sub-Adviser shall treat such records as subject to the applicable confidentiality provision(s) under this Agreement, provided that at no time, unless so required by the applicable laws or relevant regulatory authorities, shall the records be disclosed to or otherwise made available to and shared with any third party or the general public.

Compliance Matters. (a) The Sub-Adviser understands and agrees that it is a “service provider” to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser and the Trust and its Trustees and officers, including the Fund’s CCO, with respect to (i) any and all compliance-related matters, and (ii) the Trust’s efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (as that term is defined by Rule 38a-1) by the Trust, the Adviser and the Sub-Adviser. In this regard, the Sub-Adviser shall: (1) submit to the Board for its consideration and approval, prior to the effective date of this Agreement, the Sub-Adviser’s compliance program, it being understood that the Sub-Adviser’s obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s proxy voting policies and procedures; (2) submit annually (and at such other times as the Trust may reasonably request) to the Fund’s CCO and the Adviser for consideration by the Board, a report discussing the adequacy and effectiveness of the Sub-Adviser’s compliance program, and fully describing any material amendments to such compliance program since the most recent such report; (3) provide periodic reports, certifications and information concerning the Sub-Adviser’s compliance program including, but not limited to, the following; (i) Quarterly Compliance Certifications, including any required attachments, no later than the tenth (10th) business day after each calendar quarter; (ii) Annual Survey to Sub-Advisers, including any required attachments, as specified in Q1 each year; and (iiiii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth (15th) business day of October each year. (4) provide the Adviser and the Trust and its Trustees and officers with reasonable access to information regarding the Sub-Adviser’s compliance program, which access shall include on-site visits at the Sub-Adviser’s UK offices, with the Sub-Adviser as may be reasonably requested from time to time; (5) permit the Adviser and the Trust and its Trustees and officers to maintain an active working relationship with the Sub-Adviser’s compliance personnel by, among other things, providing the Adviser and the Fund’s CCO and other officers with a specified individual within the Sub-Adviser’s organization to discuss and address compliance-related matters; (6) provide the Adviser and its chief compliance officer and the Trust and its Trustees and officers, including the Fund’s CCO, with such certifications as may be reasonably requestedrequested pursuant to a service level agreement agreed between the parties on or about the date hereof; and (7) reasonably cooperate with any independent registered public accounting firm properly engaged by the Trust, ensure that all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression of the independent registered public accounting firm’s opinion, and each year provide the Adviser and such independent registered public accounting firm with a copy of the most recent SSAE 16 AAF Report prepared by the Sub-Adviser’s independent auditors regarding the Sub-Adviser’s internal controls. (b) The Sub-Adviser represents, warrants and covenants that it has implemented and shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act.

Compliance Matters. (a) The Sub-Adviser understands and agrees that it is a “"service provider” " to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser and the Trust and its Trustees and officers, including the Fund’s 's CCO, with respect to (i) any and all compliance-related matters, and (ii) the Trust’s 's efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “"federal securities laws” " (as that term is defined by Rule 38a-1) by the Trust, the Adviser and the Sub-Adviser. In this regard, the Sub-Adviser shall: (1) submit to the Board for its consideration and approval, prior to the effective date of this Agreement, the Sub-Adviser’s 's compliance program, it being understood that the Sub-Adviser’s 's obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s 's proxy voting policies and procedures; (2) submit annually (and at such other times as the Trust may reasonably request) to the Fund’s 's CCO and the Adviser for consideration by the Board, a report discussing the adequacy and effectiveness of the Sub-Adviser’s 's compliance program, and fully describing any material amendments to such compliance program since the most recent such report; (3) provide periodic reports, certifications and information concerning the Sub-Adviser’s 's compliance program including, but not limited to, the following; (i) Quarterly Compliance Certifications, including any required attachments, no later than the tenth (10th) business day after each calendar quarter; (ii) Annual Survey to Sub-Advisers, including any required attachments, as specified in Q1 each year; and (iiiii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth (15th) business day of October each year. (4) provide the Adviser and the Trust and its Trustees and officers with reasonable access to information regarding the Sub-Adviser’s 's compliance program, which access shall include on-site visits with the Sub-Adviser as may be reasonably requested from time to time; (5) permit the Adviser and the Trust and its Trustees and officers to maintain an active working relationship with the Sub-Adviser’s 's compliance personnel by, among other things, providing the Adviser and the Fund’s 's CCO and other officers with a specified individual within the Sub-Adviser’s 's organization to discuss and address compliance-related matters; (6) provide the Adviser and its chief compliance officer and the Trust and its Trustees and officers, including the Fund’s 's CCO, with such certifications as may be reasonably requested; and (7) reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure that all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression of the independent registered public accounting firm’s 's opinion, and each year provide the Adviser and such independent registered public accounting firm with a copy of the most recent SSAE 16 Report prepared by the Sub-Adviser’s independent auditors regarding the Sub-Adviser’s internal controls. (b) The Sub-Adviser represents, warrants and covenants that it has implemented and shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act.

Compliance Matters. (a) The Sub-Adviser understands and agrees that it is a “"service provider” " to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser and the Trust and its Trustees and officers, including the Fund’s 's CCO, with respect to (i) any and all compliance-related matters, and (ii) the Trust’s 's efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “"federal securities laws” " (as that term is defined by Rule 38a-1) by the Trust, the Adviser and the Sub-Adviser. In this regard, the Sub-Adviser shall: (1) submit to the Board for its consideration and approval, prior to the effective date of this Agreement, the Sub-Adviser’s 's compliance program, it being understood that the Sub-Adviser’s 's obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s 's proxy voting policies polices and procedures; (2) submit annually (and at such other times as the Trust may reasonably request) to the Fund’s 's CCO and the Adviser for consideration by the Board, a report discussing the adequacy and effectiveness of the Sub-Adviser’s 's compliance program, and fully describing any material amendments to such compliance program since the most recent such report; (3) provide periodic reports, and certifications and information concerning the Sub-Adviser’s 's compliance program including, but not limited to, the followingfollowing and special reports in the event of material compliance matters; (i) Quarterly Compliance Certifications, including any required attachments, no later than the tenth (10th) business day after each calendar quarter; (ii) Annual Survey to Sub-Advisers, including any required attachments, no later than the tenth (10th) business day of February each year; and (iiiii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth tenth (15th10th) business day of October February each year. (4) provide the Adviser and the Trust and its Trustees and officers with reasonable access to information regarding the Sub-Adviser’s 's compliance program, which access shall include on-site visits with the Sub-Adviser as may be reasonably requested from time to time; (5) permit the Adviser and the Trust and its Trustees and officers to maintain an active working relationship with the Sub-Adviser’s 's compliance personnel by, among other things, providing the Adviser and the Fund’s 's CCO and other officers with a specified individual within the Sub-Adviser’s 's organization to discuss and address compliance-related matters; (6) provide the Adviser and its chief compliance officer and the Trust and its Trustees and officers, including the Fund’s 's CCO, with such certifications as may be reasonably requested; and (7) reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure that all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression of the independent registered public accounting firm’s 's opinion, and each year provide the Adviser and such independent registered public accounting firm with a copy of the most recent SSAE 16 SAS 70 Report prepared by the Sub-Adviser’s 's independent auditors regarding the Sub-Adviser’s 's internal controls. (b) The Sub-Adviser represents, warrants and covenants that it has implemented and shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act.

Compliance Matters. (a) The Sub-Adviser understands and agrees that it is a “service provider” to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser GEAM and the Trust and its Trustees trustees and officers, including the FundTrust’s Chief Compliance Officer (“CCO”), with respect to (i) any and all compliance-related matters, and (ii) including the Trust’s efforts to assure that each of its service providers adopts and maintains written policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (as that term is defined by Rule 38a-1) by the Trust, the Adviser GEAM and the Sub-Adviser. In this regard, the Sub-Adviser shall: (1i) submit to the Board for its consideration and approval, prior to the effective date of this Agreement, the Sub-Adviser’s applicable compliance program, it being understood that the Sub-Adviser’s obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s proxy voting policies and procedures; (2ii) submit to the Board for its consideration and approval, annually (and at such other times as the Trust may reasonably request) to the Fund’s CCO and the Adviser for consideration by the Board), a written report discussing (“Report”) fully describing the adequacy and effectiveness results of the Sub-Adviser’s review of the adequacy of its compliance programpolicies and procedures, including its assessment of the effectiveness of such policies and fully describing procedures and a description of any material amendments to such compliance program policies and procedures since the more recent of: (A) the Board’s approval of such policies and procedures or (B) the most recent such reportReport; (3iii) provide periodic reports, certifications and information concerning reports discussing the Sub-Adviser’s compliance program including, but not limited to, and special reports in the followingevent of material compliance matters; (iiv) Quarterly Compliance Certifications, including any required attachments, no later than the tenth (10th) business day after each calendar quarter; and (ii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth (15th) business day of October each year. (4) provide the Adviser permit GEAM and the Trust and its Trustees and officers with reasonable access to information regarding the Sub-Adviser’s compliance program, which access shall include on-site visits with the Sub-Adviser as may be reasonably requested from time to time; (5) permit the Adviser and the Trust and its Trustees trustees and officers to maintain an active working relationship become familiar with the Sub-Adviser’s compliance personnel by, among other things, providing the Adviser operations and the Fund’s CCO and other officers with a specified individual within understand those aspects of the Sub-Adviser’s organization operations that may expose GEAM and the Trust to discuss and address compliancecompliance risks or lead to a violation by the Trust, GEAM or the Sub-related mattersAdviser of the federal securities laws; (6v) provide the Adviser and its chief compliance officer and GEAM, the Trust and its Trustees trustees and officers, including the Fund’s CCO, CCO with such certifications regarding compliance as may be reasonably requested; and (7vi) reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure that all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression of the independent registered public accounting firm’s opinion, and each year provide the Adviser and such independent registered public accounting firm with a copy of the most recent SSAE 16 Report prepared by make the Sub-Adviser’s independent auditors regarding personnel and compliance policies and procedures reasonably available to such personnel as GEAM and the Trust and its trustees and officers may designate to evaluate the effectiveness of the Sub-Adviser’s internal compliance controls, policies and procedures. (b) The Sub-Adviser represents, warrants agrees to maintain and covenants that it has implemented and shall maintain implement a compliance program in accordance that complies with the requirements of Rule 206(4)-7 under the Advisers Act.

Compliance Matters. (a) The Sub-Adviser understands and agrees that it is a “"service provider” " to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser and the Trust and its Trustees and officers, including the Fund’s 's CCO, with respect to (i) any and all compliance-related matters, and (ii) the Trust’s 's efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “"federal securities laws” " (as that term is defined by Rule 38a-1) by the Trust, the Adviser and the Sub-Adviser. In this regard, the Sub-Adviser shall: (1) submit to the Board for its consideration and approval, prior to the effective date of this Agreement, the Sub-Adviser’s 's compliance program, it being understood that the Sub-Adviser’s 's obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s 's proxy voting policies polices and procedures; (2) submit annually (and at such other times as the Trust may reasonably request) to the Fund’s 's CCO and the Adviser for consideration by the Board, a report discussing the adequacy and effectiveness of the Sub-Adviser’s 's compliance program, and fully describing any material amendments to such compliance program since the most recent such report; (3) provide periodic reports, certifications and information concerning the Sub-Adviser’s 's compliance program including, but not limited to, the following; (i) Quarterly Compliance Certifications, including any required attachments, no later than the tenth (10th) business day after each calendar quarter; (ii) Annual Survey to Sub-Advisers, including any required attachments, as specified in Q1 each year; and (iiiii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth (15th) business day of October each year. (4) provide the Adviser and the Trust and its Trustees and officers with reasonable access to information regarding the Sub-Adviser’s 's compliance program, which access shall include on-site visits with the Sub-Adviser as may be reasonably requested from time to time; (5) permit the Adviser and the Trust and its Trustees and officers to maintain an active working relationship with the Sub-Adviser’s 's compliance personnel by, among other things, providing the Adviser and the Fund’s 's CCO and other officers with a specified individual within the Sub-Adviser’s 's organization to discuss and address compliance-related matters; (6) provide the Adviser and its chief compliance officer and the Trust and its Trustees and officers, including the Fund’s 's CCO, with such certifications as may be reasonably requested; and (7) reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure that all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression of the independent registered public accounting firm’s 's opinion, and each year provide the Adviser and such independent registered public accounting firm with a copy of the most recent SSAE 16 Report prepared by the Sub-Adviser’s independent auditors regarding the Sub-Adviser’s internal controls. (b) The Sub-Adviser represents, warrants and covenants that it has implemented and shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act.

Compliance Matters. (a) The Sub-Adviser understands and agrees that it is a “service provider” to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser and the Trust and its Trustees and officers, including the Fund’s CCO, with respect to (i) any and all compliance-related matters, and (ii) the Trust’s efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (as that term is defined by Rule 38a-1) by the Trust, the Adviser and the Sub-Adviser. In this regard, the Sub-Adviser shall: (1) submit to the Board for its consideration and approval, prior to the effective date of this Agreement, the Sub-Adviser’s compliance program, it being understood that the Sub-Adviser’s obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s proxy voting policies polices and procedures; (2) submit annually (and at such other times as the Trust may reasonably request) to the Fund’s CCO and the Adviser for consideration by the Board, a report discussing the adequacy and effectiveness of the Sub-Adviser’s compliance program, and fully describing any material amendments to such compliance program since the most recent such report; (3) provide periodic reports, certifications and information concerning the Sub-Adviser’s compliance program including, but not limited to, the following; (i) Quarterly Compliance Certifications, including any required attachments, no later than the tenth (10th) business day after each calendar quarter; (ii) Annual Survey to Sub-Advisers, including any required attachments, no later than the tenth (10th) business day of February each year; and (iiiii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth tenth (15th10th) business day of October February each year. (4) provide the Adviser and the Trust and its Trustees and officers with reasonable access to information regarding the Sub-Adviser’s compliance program, which access shall include on-site visits with the Sub-Adviser as may be reasonably requested from time to time; (5) permit the Adviser and the Trust and its Trustees and officers to maintain an active working relationship with the Sub-Adviser’s compliance personnel by, among other things, providing the Adviser and the Fund’s CCO and other officers with a specified individual within the Sub-Adviser’s organization to discuss and address compliance-related matters; (6) provide the Adviser and its chief compliance officer and the Trust and its Trustees and officers, including the Fund’s CCO, with such certifications as may be reasonably requested; and (7) reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure that all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression of the independent registered public accounting firm’s opinion, and each year provide the Adviser and such independent registered public accounting firm with a copy of the most recent SSAE 16 Report SAS 70 Report, if any, prepared by the Sub-Adviser’s independent auditors regarding the Sub-Adviser’s internal controls. (b) The Sub-Adviser represents, warrants and covenants that it has implemented and shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act.

Compliance Matters. (a) The Sub-Adviser understands and agrees that it is a “service provider” to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser and the Trust and its Trustees and officers, including the Fund’s CCO, with respect to (i) any and all compliance-related matters, and (ii) the Trust’s efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (as that term is defined by Rule 38a-1) by the Trust, the Adviser and the Sub-Adviser. In this regard, the Sub-Adviser shall: (1) submit to the Board for its consideration and approval, prior to the effective date of this Agreement, the Sub-Adviser’s compliance program, it being understood that the Sub-Adviser’s obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s proxy voting policies and procedures; (2) submit annually (and at such other times as the Trust may reasonably request) to the Fund’s CCO and the Adviser for consideration by the Board, a report discussing the adequacy and effectiveness of the Sub-Adviser’s compliance program, and fully describing any material amendments to such compliance program since the most recent such report; (3) provide periodic reports, certifications and information concerning the Sub-Adviser’s compliance program including, but not limited to, the following; (i) Quarterly Compliance Certifications, including any required attachments, no later than the tenth (10th) business day after each calendar quarter; (ii) Annual Survey to Sub-Advisers, including any required attachments, as specified in Q1 each year; and (iiiii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth (15th) business day of October each year. (4) provide the Adviser and the Trust and its Trustees and officers with reasonable access to information regarding the Sub-Adviser’s compliance program, which access shall include on-site visits with the Sub-Adviser as may be reasonably requested from time to time; (5) permit the Adviser and the Trust and its Trustees and officers to maintain an active working relationship with the Sub-Adviser’s compliance personnel by, among other things, providing the Adviser and the Fund’s CCO and other officers with a specified individual within the Sub-Adviser’s organization to discuss and address compliance-related matters; (6) provide the Adviser and its chief compliance officer and the Trust and its Trustees and officers, including the Fund’s CCO, with such certifications as may be reasonably requested; and (7) reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure that all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression of the independent registered public accounting firm’s opinion, and each year provide the Adviser and such independent registered public accounting firm with a copy of the most recent SSAE 16 Report prepared by the Sub-Adviser’s independent auditors regarding the Sub-Adviser’s internal controls. (b) The Sub-Adviser represents, warrants and covenants that it has implemented and shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act.

Compliance Matters. (a) The Sub-Adviser understands and agrees that it is a “service provider” to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser and the Trust and its Trustees and officers, including the Fund’s CCO, with respect to (i) any and all compliance-related matters, and (ii) the Trust’s efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (as that term is defined by Rule 38a-1) by the Trust, the Adviser and the Sub-Adviser. In this regard, the Sub-Adviser shall: (1) submit to the Board for its consideration and approval, prior to the effective date of this Agreement, the Sub-Adviser’s compliance program, it being understood that the Sub-Adviser’s obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s proxy voting policies and procedures; (2) submit annually (and at such other times as the Trust may reasonably request) to the Fund’s CCO and the Adviser for consideration by the Board, a report discussing the adequacy and effectiveness of the Sub-Adviser’s compliance program, and fully describing any material amendments to such compliance program since the most recent such report; (3) provide periodic reports, certifications and information concerning the Sub-Adviser’s compliance program including, but not limited to, the following; (i) Quarterly Compliance Certifications, including any required attachments, no later than the tenth (10th) business day after each calendar quarter; and (ii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth (15th) business day of October each year. (4) provide the Adviser and the Trust and its Trustees and officers with reasonable access to information regarding the Sub-Adviser’s compliance program, which access shall include on-site visits with the Sub-Adviser as may be reasonably requested from time to time; (5) permit the Adviser and the Trust and its Trustees and officers to maintain an active working relationship with the Sub-Adviser’s compliance personnel by, among other things, providing the Adviser and the Fund’s CCO and other officers with a specified individual within the Sub-Adviser’s organization to discuss and address compliance-related matters; (6) provide the Adviser and its chief compliance officer and the Trust and its Trustees and officers, including the Fund’s CCO, with such certifications as may be reasonably requested; and (7) reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure that all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression of the independent registered public accounting firm’s opinion, and each year provide the Adviser and such independent registered public accounting firm with a copy of the most recent SSAE 16 Report prepared by the Sub-Adviser’s independent auditors regarding the Sub-Adviser’s internal controls. (b) The Sub-Adviser represents, warrants and covenants that it has implemented and shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act.

Compliance Matters. (a) The Sub-Adviser understands and agrees that it is a “"service provider” " to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser and the Trust and its Trustees and officers, including the Fund’s Trust's CCO, with respect to (i) any and all compliance-related matters, and (ii) the Trust’s 's efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “"federal securities laws” " (as that term is defined by Rule 38a-1) by the Trust, the Adviser and the Sub-Adviser. In this regard, the Sub-Adviser shall: (1) submit to the Board for its consideration and approval, prior to the effective date of this Agreement, the Sub-Adviser’s 's compliance program, it being understood that the Sub-Adviser’s 's obligation under Section 2(e) of this Agreement to take all reasonable steps to vote all proxies solicited by or with respect to the issuers of securities in which the portion of the assets of the Portfolio Fund allocated to the Sub-Adviser may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s 's proxy voting policies polices and procedures; (2) submit annually (and at such other times as the Trust may reasonably request) to the Fund’s Trust's CCO and the Adviser for consideration by the Board, a report discussing the adequacy and effectiveness of the Sub-Adviser’s 's compliance program, and fully describing any material amendments to such compliance program since the most recent such report; (3) provide periodic reports, reports and certifications and information concerning the Sub-Adviser’s 's compliance program including, but not limited to, and special reports in the followingevent of material compliance matters; (i) Quarterly Compliance Certifications, including any required attachments, no later than the tenth (10th) business day after each calendar quarter; and (ii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth (15th) business day of October each year. (4) provide the Adviser and the Trust and its Trustees and officers with reasonable access to information regarding the Sub-Adviser’s 's compliance program, which access shall include on-site visits with the Sub-Adviser as may be reasonably requested from time to time; (5) permit the Adviser and the Trust and its Trustees and officers to maintain an active working relationship with the Sub-Adviser’s 's compliance personnel by, among other things, providing the Adviser and the Fund’s Trust's CCO and other officers with a specified individual within the Sub-Adviser’s 's organization to discuss and address compliance-related matters; (6) provide the Adviser and its chief compliance officer and the Trust and its Trustees and officers, including the Fund’s Trust's CCO, with such certifications as may be reasonably requested; and (7) reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure that all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression of the independent registered public accounting firm’s 's opinion, and each year provide the Adviser and such independent registered public accounting firm with a copy of the most recent SSAE 16 SAS 70 Report prepared by the Sub-Adviser’s 's independent auditors regarding the Sub-Adviser’s 's internal controls. (b) The Sub-Adviser represents, warrants and covenants that it has implemented and shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act.

Compliance Matters. (a) The Sub-Adviser understands and agrees that it is a “service provider” to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser and the Trust and its Trustees and officers, including the Fund’s CCO, with respect to (i) any and all compliance-related matters, and (ii) the Trust’s efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (as that term is defined by Rule 38a-1) by the Trust, the Adviser and the Sub-Adviser. In this regard, the Sub-Adviser shall: (1) submit to the Board for its consideration and approval, prior to the effective date of this Agreement, the Sub-Adviser’s compliance program, it being understood that the Sub-Adviser’s obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s proxy voting policies and procedures; (2) submit annually (and at such other times as the Trust may reasonably request) to the Fund’s CCO and the Adviser for consideration by the Board, a report discussing the adequacy and effectiveness of the Sub-Adviser’s compliance program, and fully describing any material amendments to such compliance program since the most recent such report; (3) provide periodic reports, certifications and information concerning the Sub-Adviser’s compliance program including, but not limited to, the following; (i) Quarterly Compliance Certifications, including any required attachments, no later than the tenth (10th) business day after each calendar quarter; and (ii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth (15th) business day of October each year. (4) provide the Adviser and the Trust and its Trustees and officers with reasonable access to information regarding the Sub-Adviser’s compliance program, which access shall include on-site visits with the Sub-Adviser as may be reasonably requested from time to time; (5) permit the Adviser and the Trust and its Trustees and officers to maintain an active working relationship with the Sub-Adviser’s compliance personnel by, among other things, providing the Adviser and the Fund’s CCO and other officers with a specified individual within the Sub-Adviser’s organization to discuss and address compliance-related matters; (6) provide the Adviser and its chief compliance officer and the Trust and its Trustees and officers, including the Fund’s CCO, with such certifications as may be reasonably requested; and (7) reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure that all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression of the independent registered public accounting firm’s opinion, and each year provide the Adviser and such independent registered public accounting firm with a copy of the most recent SSAE 16 Report (if any) prepared by the Sub-Adviser’s independent auditors regarding the Sub-Adviser’s internal controls. (b) The Sub-Adviser represents, warrants and covenants that it has implemented and shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act.

Compliance Matters. (a) The Sub-Adviser understands and agrees that it is a “"service provider” " to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser and the Trust and its Trustees and officers, including the Fund’s Trust's CCO, with respect to (i) any and all compliance-related matters, and (ii) the Trust’s 's efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “"federal securities laws” " (as that term is defined by Rule 38a-1) by the Trust, the Adviser and the Sub-Adviser. In this regard, the Sub-Adviser shall: (1) submit to the Board for its consideration and approval, prior to the effective date of this Agreement, the Sub-Adviser’s 's compliance program, it being understood that the Sub-Adviser’s 's obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the portion of the assets of the Portfolio Fund allocated to the Sub-Adviser may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s 's proxy voting policies polices and procedures; (2) submit annually (and at such other times as the Trust may reasonably request) to the Fund’s Trust's CCO and the Adviser for consideration by the Board, a report discussing the adequacy and effectiveness of the Sub-Adviser’s 's compliance program, and fully describing any material amendments to such compliance program since the most recent such report; (3) provide periodic reports, reports and certifications and information concerning the Sub-Adviser’s 's compliance program includingprogram, but not limited to, and provide special reports in the followingevent of material compliance matters related to the management of the Fund; (i) Quarterly Compliance Certifications, including any required attachments, no later than the tenth (10th) business day after each calendar quarter; and (ii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth (15th) business day of October each year. (4) provide the Adviser and the Trust and its Trustees and officers with reasonable access to information regarding the Sub-Adviser’s 's compliance program, which access shall include on-site visits with the Sub-Adviser as may be reasonably requested from time to time; (5) permit the Adviser and the Trust and its Trustees and officers to maintain an active working relationship with the Sub-Adviser’s 's compliance personnel by, among other things, providing the Adviser and the Fund’s Trust's CCO and other officers with a specified individual within the Sub-Adviser’s 's organization to discuss and address compliance-related matters; (6) provide the Adviser and its chief compliance officer and the Trust and its Trustees and officers, including the Fund’s Trust's CCO, with such certifications as may be reasonably requested; and (7) reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure that all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression of the independent registered public accounting firm’s 's opinion, and each year provide the Adviser and such independent registered public accounting firm with a copy of the most recent SSAE 16 Report prepared by the Sub-Adviser’s independent auditors regarding the Sub-Adviser’s internal controls. (b) The Sub-Adviser represents, warrants and covenants that it has implemented and shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act.

Compliance Matters. (a) The Sub-Adviser understands and agrees that it is a “"service provider” " to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser and the Trust and its Trustees and officers, including the Fund’s 's CCO, with respect to (i) any and all compliance-related mattersmatters that relate to the Portfolio, and (ii) the Trust’s 's efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “"federal securities laws” " (as that term is defined by Rule 38a-1) by the Trust, the Adviser and the Sub-Adviser. In this regard, the Sub-Adviser shall: (1) submit to the Board for its consideration and approval, prior to the effective date of this Agreement, the Sub-Adviser’s 's compliance program, it being understood that the Sub-Adviser’s 's obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s 's proxy voting policies and procedures; (2) submit annually (and at such other times as the Trust may reasonably request) to the Fund’s 's CCO and the Adviser for consideration by the Board, a report discussing the adequacy and effectiveness of the Sub-Adviser’s 's compliance program, and fully describing any material amendments to such compliance program since the most recent such report; (3) provide periodic reports, certifications and information concerning the Sub-Adviser’s 's compliance program including, but not limited to, the following; (i) Quarterly Compliance Certifications, including any required attachments, no later than the tenth (10th) business day after each calendar quarter; (ii) Annual Survey to Sub-Advisers, including any required attachments, as specified in Q1 each year; and (iiiii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth (15th) business day of October each year. (4) provide the Adviser and the Trust and its Trustees and officers with reasonable access to information regarding the Sub-Adviser’s 's compliance program, which access shall include on-site visits with the Sub-Adviser as may be reasonably requested from time to time; (5) permit the Adviser and the Trust and its Trustees and officers to maintain an active working relationship with the Sub-Adviser’s 's compliance personnel by, among other things, providing the Adviser and the Fund’s 's CCO and other officers with a specified individual within the Sub-Adviser’s 's organization to discuss and address compliance-related matters; (6) provide the Adviser and its chief compliance officer and the Trust and its Trustees and officers, including the Fund’s 's CCO, with such certifications as may be reasonably requested; and (7) reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure that all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression of the independent registered public accounting firm’s 's opinion, and each year provide the Adviser and such independent registered public accounting firm with a copy of the most recent SSAE 16 SAS 70 Report prepared by the Sub-Adviser’s 's independent auditors regarding the Sub-Adviser’s 's internal controls. (b) The Sub-Adviser represents, warrants and covenants that it has implemented and shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act.

Compliance Matters. (a) The Sub-Adviser understands and agrees that it is a “"service provider” " to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser and the Trust and its Trustees and officers, including the Fund’s Trust's CCO, with respect to (i) any and all compliance-related matters, and (ii) the Trust’s 's efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “"federal securities laws” " (as that term is defined by Rule 38a-1) by the Trust, the Adviser and the Sub-Adviser. In this regard, the Sub-Adviser shall: (1) submit to the Board for its consideration and approval, prior to the effective date of this Agreement, the Sub-Adviser’s 's compliance program, it being understood that the Sub-Adviser’s 's obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s 's proxy voting policies polices and procedures; (2) submit annually (and at such other times as the Trust may reasonably request) to the Fund’s Trust's CCO and the Adviser for consideration by the Board, a report discussing the adequacy and effectiveness of the Sub-Adviser’s 's compliance program, and fully describing including a summary of any material amendments to such compliance program since the most recent such report; (3) as reasonably requested, provide periodic reports, reports and certifications and information concerning the Sub-Adviser’s 's compliance program including, but not limited to, and special reports in the followingevent of material compliance matters; (i) Quarterly Compliance Certifications, including any required attachments, no later than the tenth (10th) business day after each calendar quarter; and (ii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth (15th) business day of October each year. (4) as reasonably requested, provide the Adviser and the Trust and its Trustees and officers with reasonable access to information regarding the Sub-Adviser’s 's compliance program, which access shall include on-site visits with the Sub-Adviser as may be reasonably requested from time to time; (5) permit the Adviser and the Trust and its Trustees and officers to maintain an active working relationship with the Sub-Adviser’s 's compliance personnel by, among other things, providing the Adviser and the Fund’s Trust's CCO and other officers with a specified individual within the Sub-Adviser’s 's organization to discuss and address compliance-related matters; (6) provide the Adviser and its chief compliance officer and the Trust and its Trustees and officers, including the Fund’s Trust's CCO, with such certifications as may be reasonably requested; and (7) reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure that all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression of the independent registered public accounting firm’s 's opinion, and each year provide the Adviser and such independent registered public accounting firm with a copy of the most recent SSAE 16 Report SAS 70 Report, if any, prepared by the Sub-Adviser’s 's independent auditors regarding the Sub-Adviser’s 's internal controls. (b) The Sub-Adviser represents, warrants and covenants that it has implemented and shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act.

Compliance Matters. (a) The Sub-Adviser understands and agrees that it is a “service provider” to the Trust Company as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with provide reasonable assistance to the Adviser and the Trust Company and its Trustees Directors and officers, including the each Fund’s CCO, with respect to (i) any and all compliance-related matters, and (ii) the TrustCompany’s efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (as that term is defined by Rule 38a-1) by the TrustCompany, the Adviser and the Sub-Adviser. In this regard, the Sub-Adviser shall: (1) as reasonably requested and after consultation with the Adviser, submit to the a Board for its consideration and approval, prior to the effective date of this Agreement, the Sub-Adviser’s compliance program, it being understood that the Sub-Adviser’s obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the such Board approve the Sub-Adviser’s proxy voting policies and procedures; (2) submit annually (and at such other times as the Trust may reasonably request) to the Fund’s CCO and the Adviser for consideration by the Board, a report the Sub-Adviser’s Annual Compliance Report discussing the adequacy and effectiveness of the Sub-Adviser’s compliance program, and fully describing any material amendments to such compliance program since the most recent such report; (3) provide periodic reports, certifications and information concerning the Sub-Adviser’s compliance program to the Adviser including, but not limited to, the following;: (i) Quarterly Compliance Certifications, including any required attachments, no later than the tenth (10th) business day after each calendar quarter; (ii) Annual Survey to Sub-Advisers, including any required attachments, no later than the tenth (10th) business day of February each year, provided that Adviser has provided Sub-Adviser the documentation sufficiently in advance for Sub-Adviser to comply with the timing requirement under this item (ii); and (iiiii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth tenth (15th10th) business day of October February each year. (4) provide the Adviser and the Trust Company and its Trustees Directors and officers with reasonable access to information regarding the Sub-Adviser’s compliance program, which access shall include on-site visits with the Sub-Adviser as may be reasonably requested from time to time; (5) permit the Adviser and the Trust Company and its Trustees Directors and officers to maintain an active working relationship with the Sub-Adviser’s compliance personnel by, among other things, providing the Adviser and the Fund’s CCO and other officers with a specified individual reasonable access to individuals within the Sub-Adviser’s organization to discuss and address compliance-related matters; (6) use commercially reasonable efforts to maintain business continuity, disaster recovery and backup capabilities and facilities necessary to perform its obligations hereunder with minimal disruptions or delays; and on a timely basis as the Adviser may reasonable request, the Sub-Adviser shall provide to the Adviser access to its written business continuity, disaster recovery and backup plan(s) or sufficient information and written certification regarding such plans with respect to the Company to satisfy the Adviser’s and Company’s reasonable inquiries to assist the Company in complying with Rule 38(a)-1 under the 1940 Act; (7) provide the Adviser and its chief compliance officer and the Trust Company and its Trustees and officers, including the Fund’s CCO, with such certifications as may be reasonably requested; and (7) 8) reasonably cooperate with any independent registered public accounting firm engaged by the TrustCompany or the Adviser, ensure that all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression of the independent registered public accounting firm’s opinion, and each year provide the Adviser and such independent registered public accounting firm with a copy of the most recent SSAE 16 Report (or equivalent), if any, prepared by the Sub-Adviser’s independent auditors regarding the Sub-Adviser’s internal controls. (b) The Sub-Adviser represents, warrants and covenants that it has implemented and shall maintain a compliance program in accordance with to meet the requirements of Rule 206(4)-7 under the Advisers Act.

Compliance Matters. (a) The Sub-Adviser understands and agrees that it is a “service provider” to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser and the Trust and its Trustees and officers, including the FundTrust’s CCO, with respect to (i) any and all compliance-related matters, and (ii) the Trust’s efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (as that term is defined by Rule 38a-1) by the Trust, the Adviser and the Sub-Adviser. In this regard, the Sub-Adviser shall: (1) submit to the Board for its consideration and approval, prior to the effective date of this Agreement, the Sub-Adviser’s applicable compliance program, it being understood that the Sub-Adviser’s obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s proxy voting policies and procedures; (2) submit annually (and at such other times as the Trust may reasonably request) to the FundTrust’s CCO and the Adviser for consideration by the Board, a report discussing the adequacy and effectiveness of the Sub-Adviser’s compliance program, and fully describing any material amendments to such compliance program since the most recent such report; (3) provide periodic reports, reports and certifications and information concerning the Sub-Adviser’s compliance program including, but not limited to, and special reports in the followingevent of material compliance matters; (i) Quarterly Compliance Certifications, including any required attachments, no later than the tenth (10th) business day after each calendar quarter; and (ii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth (15th) business day of October each year. (4) provide the Adviser and the Trust and its Trustees and officers with reasonable access to information regarding the Sub-Adviser’s compliance programaccess, which access shall include including on-site visits with the Sub-Adviser as may be reasonably requested from time to time, to information regarding the aspects of the Sub-Adviser’s compliance program that may expose the Adviser and the Trust to compliance risks or lead to a violation by the Trust, the Adviser or the Sub-Adviser of the federal securities laws; (5) permit the Adviser and the Trust and its Trustees and officers to maintain an active working relationship with the Sub-Adviser’s compliance personnel by, among other things, providing the Adviser and the FundTrust’s CCO and other officers with a specified individual within the Sub-Adviser’s organization to discuss and address compliance-related matters; (6) provide the Adviser and its chief compliance officer and the Trust and its Trustees and officers, including the FundTrust’s CCO, with such certifications as may be reasonably requested; and (7) reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure that all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression of the independent registered public accounting firm’s opinion, and each year provide the Adviser and such independent registered public accounting firm with a copy of the most recent annual SSAE 16 18 Report (or applicable successor report) prepared by the Sub-Adviser’s independent auditors regarding the Sub-Adviser’s internal controls. (b) The Sub-Adviser represents, warrants and covenants that it has implemented and shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act. (c) Notwithstanding anything to the contrary herein, the Adviser acknowledges that Sub-Adviser is not the compliance agent for the Trust or for the Adviser, and does not have access to all of the Trust’s books and records necessary to perform certain compliance testing. Any of the Sub-Adviser’s agreement to perform the services in this Section 11 or elsewhere in this Agreement is subject to the understanding that the Sub-Adviser shall perform such services based upon its books and records with respect to the Fund, which comprise a portion of the Trust’s book and records.

Compliance Matters. (a) The Sub-Adviser understands and agrees that it is a “service provider” to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser and the Trust and its Trustees and officers, including the Fund’s CCO, with respect to (i) any and all compliance-related matters, and (ii) the Trust’s efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (as that term is defined by Rule 38a-1) by the Trust, the Adviser and the Sub-Adviser. In this regard, the Sub-Adviser shall: (1) submit to the Board for its consideration and approval, prior to the effective date of this Agreement, the Sub-Adviser’s compliance program, it being understood that the Sub-Adviser’s obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s proxy voting policies and procedures; (2) submit annually (and at such other times as the Trust may reasonably request) to the Fund’s CCO and the Adviser for consideration by the Board, a report discussing the adequacy and effectiveness of the Sub-Adviser’s compliance program, and fully describing any material amendments to such compliance program since the most recent such report; (3) provide periodic reports, certifications and information concerning the Sub-Adviser’s compliance program including, but not limited to, the following; (i) Quarterly Compliance Certifications, including any required attachments, no later than the tenth (10th) business day after each calendar quarter; (ii) Annual Survey to Sub-Advisers, including any required attachments, as specified in Q1 each year; and (iiiii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth (15th) business day of October each year. (4) provide the Adviser and the Trust and its Trustees and officers with reasonable access to information regarding the Sub-Adviser’s compliance program, which access shall include on-site visits with the Sub-Adviser as may be reasonably requested from time to time; (5) permit the Adviser and the Trust and its Trustees and officers to maintain an active working relationship with the Sub-Adviser’s compliance personnel by, among other things, providing the Adviser and the Fund’s CCO and other officers with a specified individual within the Sub-Adviser’s organization to discuss and address compliance-related matters; (6) provide the Adviser and its chief compliance officer and the Trust and its Trustees and officers, including the Fund’s CCO, with such certifications as may be reasonably requested; and (7) reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure that all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression of the independent registered public accounting firm’s opinion, and each year provide the Adviser and such independent registered public accounting firm with a copy of the most recent SSAE 16 SAS 70 Report prepared by the Sub-Adviser’s independent auditors regarding the Sub-Adviser’s internal controls. (b) The Sub-Adviser represents, warrants and covenants that it has implemented and shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act. (c) The Adviser represents, warrants and covenants that (i) it has received and understands the information contained in the Sub-Adviser’s Collateralized Trading Disclosure Statement (June 2019), (ii) it is (A) a “qualified eligible person” as defined under Section 4.7(a) of the U.S. Commodity Exchange Act Regulations (the “CEA Regulations”) and consents to treatment of the Fund as an exempt account under Section 4.7 of the CEA Regulations, and (B) a “qualified institutional buyer” as defined in Rule 144A under the Securities Act of 1933, as amended; (iii) with respect to the registration requirements of the U.S. Commodity Exchange Act (“CEA”), and the membership requirements of the U.S. National Futures Association (the “NFA”), relating to commodity pool operators and commodity trading advisors, the Fund: (A) engages in activities requiring registration under the CEA, is appropriately registered with the Commodity Futures Trading Commission (“CFTC”) and is a member of the NFA; or (B) does not engage in activities requiring NFA membership or registration under the CEA; or (C) engages in activities requiring registration under the CEA but is exempt from CFTC registration requirements and NFA membership requirements and has filed all documents necessary in connection therewith; (iv) with respect to the Fund, the Adviser consents to the Sub-Adviser placing swaps “block trades” (as defined by CFTC regulations), including aggregating its swaps orders with those of the Sub-Adviser’s other clients in order to place such “block trades”; and (v) it will promptly notify the Sub-Adviser if it knows or has reason to know that any of its representations herein is no longer true.

Compliance Matters. (a) The Sub-Adviser understands and agrees that it is a “"service provider” " to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser and the Trust and its Trustees and officers, including the Fund’s 's CCO, with respect to (i) any and all compliance-related matters, and (ii) the Trust’s 's efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “"federal securities laws” " (as that term is defined by Rule 38a-1) by the Trust, the Adviser and the Sub-Adviser. In this regard, the Sub-Adviser shall: (1) submit to the Board for its consideration and approval, prior to the effective date of this Agreement, the Sub-Adviser’s 's compliance program, it being understood that the Sub-Adviser’s 's obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s 's proxy voting policies and procedures; (2) submit annually (and at such other times as the Trust may reasonably request) to the Fund’s 's CCO and the Adviser for consideration by the Board, a report discussing the adequacy and effectiveness of the Sub-Adviser’s 's compliance program, and fully describing any material amendments to such compliance program since the most recent such report; (3) provide periodic reports, certifications and information concerning the Sub-Adviser’s 's compliance program including, but not limited to, the following; (i) Quarterly Compliance Certifications, including any required attachments, no later than the tenth (10th) business day after each calendar quarter; (ii) Annual Survey to Sub-Advisers, including any required attachments, no later than the tenth (10th) business day of February each year; and (iiiii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth tenth (15th10th) business day of October February each year. (4) provide the Adviser and the Trust and its Trustees and officers with reasonable access to information regarding the Sub-Adviser’s 's compliance program, which access shall include on-site visits with the Sub-Adviser as may be reasonably requested from time to time; (5) permit the Adviser and the Trust and its Trustees and officers to maintain an active working relationship with the Sub-Adviser’s 's compliance personnel by, among other things, providing the Adviser and the Fund’s 's CCO and other officers with a specified individual within the Sub-Adviser’s 's organization to discuss and address compliance-related matters; (6) provide the Adviser and its chief compliance officer and the Trust and its Trustees and officers, including the Fund’s 's CCO, with such certifications as may be reasonably requested; and (7) reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure that all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression of the independent registered public accounting firm’s 's opinion, and each year provide the Adviser and such independent registered public accounting firm with a copy of the most recent SSAE 16 SAS 70 Report prepared by the Sub-Adviser’s 's independent auditors regarding the Sub-Adviser’s 's internal controls. (b) The Sub-Adviser represents, warrants and covenants that it has implemented and shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act.

Compliance Matters. (a) The Sub-Adviser understands and agrees that it is a “service provider” to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser and the Trust and its Trustees and officers, including the Fund’s CCO, with respect to (i) any and all compliance-related matters, and (ii) the Trust’s efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (as that term is defined by Rule 38a-1) by the Trust, the Adviser and the Sub-Adviser. In this regard, the Sub-Adviser shall: (1) submit to the Board for its consideration and approval, prior to the effective date of this Agreement, the Sub-Adviser’s compliance program, it being understood that the Sub-Adviser’s obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s proxy voting policies and procedures; (2) submit annually (and at such other times as the Trust may reasonably request) to the Fund’s CCO and the Adviser for consideration by the Board, a report discussing the adequacy and effectiveness of the Sub-Adviser’s compliance program, and fully describing any material amendments to such compliance program since the most recent such report; (3) provide periodic reports, certifications and information concerning the Sub-Adviser’s compliance program including, but not limited to, the following; (i) Quarterly Compliance Certifications, including any required attachments, no later than the tenth (10th) business day after each calendar quarter; (ii) Annual Survey to Sub-Advisers, including any required attachments, as specified in Q1 each year; and (iiiii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth (15th) business day of October each year. (4) provide the Adviser and the Trust and its Trustees and officers with reasonable access to information regarding the Sub-Adviser’s compliance program, which access shall include on-site visits with the Sub-Adviser as may be reasonably requested from time to time; (5) permit the Adviser and the Trust and its Trustees and officers to maintain an active working relationship with the Sub-Adviser’s compliance personnel by, among other things, providing the Adviser and the Fund’s CCO and other officers with a specified individual within the Sub-Adviser’s organization to discuss and address compliance-related matters; (6) provide the Adviser and its chief compliance officer and the Trust and its Trustees and officers, including the Fund’s CCO, with such certifications as may be reasonably requested; and (7) reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure that all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression of the independent registered public accounting firm’s opinion, and each year provide the Adviser and such independent registered public accounting firm with a copy of the most recent SSAE 16 SAS 70 Report prepared by the Sub-Adviser’s independent auditors regarding the Sub-Adviser’s internal controls. (b) The Sub-Adviser represents, warrants and covenants that it has implemented and shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act.

Compliance Matters. (a) The Sub-Adviser understands and agrees that it is a “service provider” to the Trust Company as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser GEAM and the Trust Company and its Trustees directors and officers, including the FundCompany’s Chief Compliance Officer (“CCO”), with respect to (i) any and all compliance-related matters, and (ii) including the TrustCompany’s efforts to assure that each of its service providers adopts and maintains written policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (as that term is defined by Rule 38a-1) by the TrustCompany, the Adviser GEAM and the Sub-Adviser. In this regard, the Sub-Adviser shall: (1i) submit to the Board for its consideration and approval, prior to the effective date of this Agreement, the Sub-Adviser’s applicable compliance program, it being understood that the Sub-Adviser’s obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s proxy voting policies and procedures; (2ii) submit to the Board for its consideration and approval, annually (and at such other times as the Trust Company may reasonably request) to the Fund’s CCO and the Adviser for consideration by the Board), a written report discussing (“Report”) fully describing the adequacy and effectiveness results of the Sub-Adviser’s review of the adequacy of its compliance programpolicies and procedures, including its assessment of the effectiveness of such policies and fully describing procedures and a description of any material amendments to such compliance program policies and procedures since the more recent of: (A) the Board’s approval of such policies and procedures or (B) the most recent such reportReport; (3iii) provide periodic reports, certifications and information concerning reports discussing the Sub-Adviser’s compliance program including, but not limited to, and special reports in the followingevent of material compliance matters; (iiv) Quarterly Compliance Certifications, including any required attachments, no later than the tenth (10th) business day after each calendar quarter; and (ii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth (15th) business day of October each year. (4) provide the Adviser permit GEAM and the Trust Company and its Trustees and officers with reasonable access to information regarding the Sub-Adviser’s compliance program, which access shall include on-site visits with the Sub-Adviser as may be reasonably requested from time to time; (5) permit the Adviser and the Trust and its Trustees directors and officers to maintain an active working relationship become familiar with the Sub-Adviser’s compliance personnel by, among other things, providing the Adviser operations and the Fund’s CCO and other officers with a specified individual within understand those aspects of the Sub-Adviser’s organization operations that may expose GEAM and the Company to discuss and address compliancecompliance risks or lead to a violation by the Company, GEAM or the Sub-related mattersAdviser of the federal securities laws; (6v) provide GEAM, the Adviser Company and its chief compliance officer directors and the Trust and its Trustees and officers, including the Fund’s CCO, CCO with such certifications regarding compliance as may be reasonably requested; and (7vi) reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure that all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression of the independent registered public accounting firm’s opinion, and each year provide the Adviser and such independent registered public accounting firm with a copy of the most recent SSAE 16 Report prepared by make the Sub-Adviser’s independent auditors regarding personnel and compliance policies and procedures reasonably available to such personnel as GEAM and the Company and its directors and officers may designate to evaluate the effectiveness of the Sub-Adviser’s internal compliance controls, policies and procedures. (b) The Sub-Adviser represents, warrants agrees to maintain and covenants that it has implemented and shall maintain implement a compliance program in accordance that complies with the requirements of Rule 206(4)-7 under the Advisers Act.

Compliance Matters. (a) The Sub-Adviser understands and agrees that it is a “"service provider” " to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser and the Trust and its Trustees and officers, including the Fund’s Trust's CCO, with respect to (i1) any and all compliance-related matters, and (ii2) the Trust’s 's efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “"federal securities laws” (", as that term is defined by Rule 38a-1) 38a-1 under the 1940 Act, by the Trust, the Adviser and the Sub-Adviser. In this regard, the Sub-Adviser shall: (1i) submit to the Board for its consideration and approval, prior to the effective date of this Agreement, the Sub-Adviser’s 's applicable compliance program, it being understood that the Sub-Adviser’s obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s proxy voting policies and procedures; (2ii) submit to the Board for its consideration and approval, annually (and at such other times as the Trust may reasonably request) to the Fund’s CCO and the Adviser for consideration by the Board), a report discussing the adequacy and effectiveness of the Sub-Adviser’s compliance program, and ("Report") fully describing any material amendments to such compliance program since the most recent such report; (3) provide periodic reports, certifications and information concerning the Sub-Adviser’s 's applicable compliance program including, but not limited to, the followingpolicies and procedures since most recent Report; (iiii) Quarterly Compliance Certifications, including any required attachments, no later than provide periodic reports discussing the tenth (10th) business day after each calendar quarter; andSub-Adviser's compliance program and special reports in the event of material compliance matters; (iiiv) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth (15th) business day of October each year. (4) provide permit the Adviser and the Trust and its Trustees and officers to become familiar with reasonable access to information regarding the Sub-Adviser’s 's operations and understand those aspects of the Sub-Adviser's operations that may expose the Adviser and the Trust to compliance programrisks or lead to a violation by the Trust, which access shall include on-site visits with the Adviser or the Sub-Adviser as may be reasonably requested from time to timeof the federal securities laws; (5v) permit the Adviser and the Trust and its Trustees and officers to maintain an active working relationship with the Sub-Adviser’s 's compliance personnel by, among other things, providing the Adviser and the Fund’s Trust's CCO and other officers with a specified individual within the Sub-Adviser’s 's organization to discuss and address compliance-related matters; (6vi) provide the Adviser and its chief compliance officer and the Trust and its Trustees and officers, including the Fund’s Trust's CCO, with such certifications as may be reasonably requested; and (7vii) reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure Trust and shall take all reasonable action in the performance of its obligations under this Agreement to assure that access to all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression of the independent registered public accounting firm’s opinion, 's opinion and each year provide the Adviser and such independent registered public accounting firm with a copy their review of the most recent SSAE 16 Report prepared by the Sub-Adviser’s independent auditors regarding the Sub-Adviser’s appropriate internal controls. (b) controls and operations, as such may be required from time to time. The Sub-Adviser represents, warrants and covenants that it has implemented and shall maintain a compliance program in accordance that complies with the requirements of Rule 206(4)-7 under the Advisers Act.

Compliance Matters. (a) The Sub-Adviser understands and agrees that it is a “"service provider” " to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser and the Trust and its Trustees and officers, including the Fund’s Trust's CCO, with respect to (i) any and all Trust compliance-related matters, and (ii) the Trust’s 's efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “"federal securities laws” " (as that term is defined by Rule 38a-1) by the Trust, the Adviser and the Sub-Adviser. In this regard, the Sub-Adviser shall: (1) submit to the Board for its consideration and approval, prior to the effective date of this Agreement, the Sub-Adviser’s 's compliance program, it being understood that the Sub-Adviser’s 's obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s 's proxy voting policies polices and procedures; (2) submit annually (and at such other times as the Trust may reasonably request) to the Fund’s Trust's CCO and the Adviser for consideration by the Board, a report discussing the adequacy and effectiveness of the Sub-Adviser’s 's compliance program, and fully describing summarizing any material amendments to such compliance program since the most recent such report; (3) provide periodic reports, reports and certifications and information concerning the Sub-Adviser’s 's compliance program including, but not limited to, and special reports in the followingevent of material compliance matters; (i) Quarterly Compliance Certifications, including any required attachments, no later than the tenth (10th) business day after each calendar quarter; and (ii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth (15th) business day of October each year. (4) provide the Adviser and the Trust and its Trustees and officers with reasonable access to information regarding the Sub-Adviser’s 's compliance program, which access shall include a reasonable number of on-site visits during normal business hours with the Sub-Adviser as may be reasonably requested from time to time; (5) permit the Adviser and the Trust and its Trustees and officers to maintain an active working relationship with the Sub-Adviser’s 's compliance personnel by, among other things, providing the Adviser and the Fund’s Trust's CCO and other officers with reasonable access to a specified individual within the Sub-Adviser’s 's organization to discuss and address compliance-related matters; (6) provide the Adviser and its chief compliance officer and the Trust and its Trustees and officers, including the Fund’s Trust's CCO, with such certifications as may be reasonably requested; and (7) reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure that all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression of the independent registered public accounting firm’s 's opinion, and each year provide the Adviser and such independent registered public accounting firm with a copy of the most recent SSAE 16 SAS 70 Report prepared by the Sub-Adviser’s 's independent auditors regarding the Sub-Adviser’s 's internal controls. (b) The Sub-Adviser represents, warrants and covenants that it has implemented and shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act.

Compliance Matters. (a) The Sub-Adviser understands and agrees that it is a “service provider” to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser and the Trust and its Trustees and officers, including the Fund’s CCO, with respect to (i) any and all compliance-related matters, and (ii) the Trust’s efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (as that term is defined by Rule 38a-1) by the Trust, the Adviser and the Sub-Sub- Adviser. In this regard, the Sub-Adviser shall: (1) submit to the Board for its consideration and approval, prior to the effective date of this Agreement, the Sub-Adviser’s compliance program, it being understood that the Sub-Sub- Adviser’s obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s proxy voting policies and procedures; (2) submit annually (and at such other times as the Trust may reasonably request) to the Fund’s CCO and the Adviser for consideration by the Board, a report discussing the adequacy and effectiveness of the Sub-Adviser’s compliance program, and fully describing any material amendments to such compliance program since the most recent such report; (3) provide periodic reports, certifications and information concerning the Sub-Sub- Adviser’s compliance program including, but not limited to, the following; (i) Quarterly Compliance CertificationsCompliance (ii) Annual Survey to Sub-Advisers, including any required attachments, no later than the tenth (10th) business day after as specified in Q1 each calendar quarteryear; and (iiiii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth (15th) business day of October each year. (4) provide the Adviser and the Trust and its Trustees and officers with reasonable access to information regarding the Sub-Adviser’s compliance program, which access shall include on-site visits with the Sub-Adviser as may be reasonably requested from time to time; (5) permit the Adviser and the Trust and its Trustees and officers to maintain an active working relationship with the Sub-Adviser’s compliance personnel by, among other things, providing the Adviser and the Fund’s CCO and other officers with a specified individual within the Sub-Adviser’s organization to discuss and address compliance-related matters; (6) provide the Adviser and its chief compliance officer and the Trust and its Trustees and officers, including the Fund’s CCO, with such certifications as may be reasonably requested; and (7) reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure that all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression of the independent registered public accounting firm’s opinion, and each year provide the Adviser and such independent registered public accounting firm with a copy of the most recent SSAE 16 Report prepared by the Sub-Adviser’s independent auditors regarding the Sub-Adviser’s internal controls. (b) The Sub-Adviser represents, warrants and covenants that it has implemented and shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act.

Compliance Matters. (a) The Sub-Adviser understands and agrees that it is a “service provider” to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser and the Trust and its Trustees and officers, including the FundTrust’s CCO, with respect to (i) any and all compliance-related matters, and (ii) the Trust’s efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (as that term is defined by Rule 38a-1) by the Trust, the Adviser and the Sub-Adviser. In this regard, the Sub-Adviser shall: (1) submit to the Board for its consideration and approval, prior to the effective date of this Agreement, the Sub-Adviser’s applicable compliance program, it being understood that the Sub-Adviser’s obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s proxy voting policies and procedures; (2) submit annually (and at such other times as the Trust may reasonably request) to the FundTrust’s CCO and the Adviser for consideration by the Board, a report discussing the adequacy and effectiveness of the Sub-Adviser’s compliance program, and fully describing any material amendments to such compliance program since the most recent such report; (3) provide periodic reports, reports and certifications and information concerning the Sub-Adviser’s compliance program including, but not limited to, and special reports in the followingevent of material compliance matters; (i) Quarterly Compliance Certifications, including any required attachments, no later than the tenth (10th) business day after each calendar quarter; and (ii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth (15th) business day of October each year. (4) provide the Adviser and the Trust and its Trustees and officers with reasonable access to information regarding the Sub-Adviser’s compliance programaccess, which access shall include including on-site visits with the Sub-Adviser as may be reasonably requested from time to time, to information regarding the aspects of the Sub-Adviser’s compliance program that may expose the Adviser and the Trust to compliance risks or lead to a violation by the Trust, the Adviser or the Sub-Adviser of the federal securities laws; (5) permit the Adviser and the Trust and its Trustees and officers to maintain an active working relationship with the Sub-Adviser’s compliance personnel by, among other things, providing the Adviser and the FundTrust’s CCO and other officers with a specified individual within the Sub-Adviser’s organization to discuss and address compliance-related matters; (6) provide the Adviser and its chief compliance officer and the Trust and its Trustees and officers, including the FundTrust’s CCO, with such certifications as may be reasonably requested; and (7) reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure that all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression of the independent registered public accounting firm’s opinion, and each year provide the Adviser and such independent registered public accounting firm with a copy of the most recent SSAE 16 Report prepared by the Sub-Adviser’s independent auditors regarding the Sub-Adviser’s internal controls. (b) The Sub-Adviser represents, warrants and covenants that it has implemented and shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act. (c) Notwithstanding anything to the contrary herein, the Adviser acknowledges that Sub-Adviser is not the compliance agent for the Trust or for the Adviser, and does not have access to all of the Trust’s books and records necessary to perform certain compliance testing. Any of the Sub-Adviser’s agreement to perform the services in this Section 11 or elsewhere in this Agreement is subject to the understanding that the Sub-Adviser shall perform such services based upon its books and records with respect to the Fund, which comprise a portion of the Trust’s book and records. (d) The Adviser will provide the Sub-Adviser records to facilitate the Sub-Adviser’s ability to meet the Sub-Adviser’s obligations under Rule 206(4)-5 of the Advisers Act. The Sub-Adviser shall treat such records as subject to the applicable confidentiality provision(s) under this Agreement, provided that at no time, unless so required by the applicable laws or relevant regulatory authorities, shall the records be disclosed to or otherwise made available to and shared with any third party or the general public. (e) The Sub-Adviser represents, warrants and agrees that the Sub-Adviser is duly registered as an “investment adviser” under the Investment Advisers Act of 1940, as amended from time to time, and as a “commodity pool operator” and a “commodity trading advisor” under the Commodity Exchange Act of 1936, as amended from time to time.

Compliance Matters. (a) The Sub-Adviser understands and agrees that it is a “service provider” to the Trust HMF as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser and the Trust HMF and its Trustees Directors and officers, including the each Fund’s CCO, with respect to (i) any and all compliance-related matters, and (ii) the TrustHMF’s efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (as that term is defined by Rule 38a-1) by the TrustHMF, the Adviser and the Sub-Adviser. In this regard, the Sub-Adviser shall: (1) as reasonably requested and after consultation with the Adviser, submit to the Board for its consideration and approval, prior to the effective date of this Agreement, the Sub-Adviser’s compliance program, it being understood that the Sub-Adviser’s obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s proxy voting policies and procedures; (2) submit annually (and at such other times as the Trust HMF may reasonably request) to the Fund’s CCO and the Adviser for consideration by the Board, a report the Sub-Adviser’s Annual Compliance Report discussing the adequacy and effectiveness of the Sub-Adviser’s compliance program, and fully describing any material amendments to such compliance program since the most recent such report; (3) provide periodic reports, certifications and information concerning the Sub-Adviser’s compliance program to the Adviser including, but not limited to, the following;: (i) Quarterly Compliance Certifications, including any required attachments, no later than the tenth (10th) business day after each calendar quarter; (ii) Annual Survey to Sub-Advisers, including any required attachments, no later than the twentieth (20th) business day of February each year, provided that Adviser has provided Sub-Adviser the documentation sufficiently in advance for Sub-Adviser to comply with the timing requirement under this item (ii); and (iiiii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth tenth (15th10th) business day of October February each year. (4) provide the Adviser and the Trust HMF and its Trustees Directors and officers with reasonable access to information regarding the Sub-Adviser’s compliance program, which access shall include on-site visits with the Sub-Adviser as may be reasonably requested from time to time; (5) permit the Adviser and the Trust HMF and its Trustees Directors and officers to maintain an active working relationship with the Sub-Adviser’s compliance personnel by, among other things, providing the Adviser and the Fund’s CCO and other officers with a specified individual reasonable access to individuals within the Sub-Adviser’s organization to discuss and address compliance-related matters; (6) provide the Adviser and its chief compliance officer and the Trust HMF and its Trustees Directors and officers, including the Fund’s CCO, with such certifications as may be reasonably requested; and (7) reasonably cooperate with any independent registered public accounting firm engaged by HMF or the TrustAdviser, ensure that all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression of the independent registered public accounting firm’s opinion, and each year provide the Adviser and such independent registered public accounting firm with a copy of the most recent SSAE 16 Report Report, if any, or its equivalent, prepared by the Sub-Adviser’s independent auditors regarding the Sub-Adviser’s internal controls. (b) The Sub-Adviser represents, warrants and covenants that it has implemented and shall maintain a compliance program in accordance with to meet the requirements of Rule 206(4)-7 under the Advisers Act.

Compliance Matters. (a) The Sub-Adviser understands and agrees that it is a “service provider” to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser and the Trust and its Trustees and officers, including the Fund’s CCO, with respect to (i) any and all compliance-related matters, and (ii) the Trust’s efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (as that term is defined by Rule 38a-1) by the Trust, the Adviser and the Sub-Adviser. In this regard, the Sub-Adviser shall: (1) submit to the Board for its consideration and approval, prior to the effective date of this Agreement, the Sub-Adviser’s compliance program, it being understood that the Sub-Adviser’s obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s proxy voting policies and procedures; (2) submit annually (and at such other times as the Trust may reasonably request) to the Fund’s CCO and the Adviser for consideration by the Board, a report discussing the adequacy and effectiveness of the Sub-Adviser’s compliance program, and fully describing any material amendments to such compliance program since the most recent such report; (3) provide periodic reports, certifications and information concerning the Sub-Adviser’s compliance program including, but not limited to, the following; (i) Quarterly Compliance Certifications, including any required attachments, no later than the tenth (10th) business day after each calendar quarter; and (ii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth (15th) business day of October each year. (4) provide the Adviser and the Trust and its Trustees and officers with reasonable access to information regarding the Sub-Adviser’s compliance program, which access shall include on-site visits with the Sub-Adviser as may be reasonably requested from time to time; (5) permit the Adviser and the Trust and its Trustees and officers to maintain an active working relationship with the Sub-Adviser’s compliance personnel by, among other things, providing the Adviser and the Fund’s CCO and other officers with a specified individual within the Sub-Adviser’s organization to discuss and address compliance-related matters; (6) provide the Adviser and its chief compliance officer and the Trust and its Trustees and officers, including the Fund’s CCO, with such certifications as may be reasonably requested; and (7) reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure that all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression of the independent registered public accounting firm’s opinion, and each year provide the Adviser and such independent registered public accounting firm with a copy of the most recent SSAE 16 18 Report (or applicable successor report) prepared by the Sub-Adviser’s independent auditors regarding the Sub-Adviser’s internal controls. (b) The Sub-Adviser represents, warrants and covenants that it has implemented and shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act.

Compliance Matters. (a) The Sub-Adviser understands and agrees that it is a “"service provider” " to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser and the Trust and its Trustees and officers, including the Fund’s 's CCO, with respect to (i) any and all compliance-related matters, and (ii) the Trust’s 's efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “"federal securities laws” " (as that term is defined by Rule 38a-1) by the Trust, the Adviser and the Sub-Adviser. In this regard, the Sub-Adviser shall: (1) submit to the Board for its consideration and approval, prior to the effective date of this Agreement, the Sub-Adviser’s 's compliance program, it being understood that the Sub-Adviser’s 's obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s 's proxy voting policies polices and procedures; (2) submit annually (and at such other times as the Trust may reasonably request) to the Fund’s 's CCO and the Adviser for consideration by the Board, a report discussing the adequacy and effectiveness of the Sub-Adviser’s 's compliance program, and fully describing any material amendments to such compliance program since the most recent such report; (3) provide periodic reports, certifications and information concerning the Sub-Adviser’s 's compliance program including, but not limited to, the following; (i) Quarterly Compliance Certifications, including any required attachments, no later than the tenth (10th) business day after each calendar quarter; (ii) Annual Survey to Sub-Advisers, including any required attachments, as specified in Q1 each year; and (iiiii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth (15th) business day of October each year. (4) provide the Adviser and the Trust and its Trustees and officers with reasonable access to information regarding the Sub-Adviser’s 's compliance program, which access shall include on-site visits with the Sub-Adviser as may be reasonably requested from time to time; (5) permit the Adviser and the Trust and its Trustees and officers to maintain an active working relationship with the Sub-Adviser’s 's compliance personnel by, among other things, providing the Adviser and the Fund’s 's CCO and other officers with a specified individual within the Sub-Adviser’s 's organization to discuss and address compliance-related matters; (6) provide the Adviser and its chief compliance officer and the Trust and its Trustees and officers, including the Fund’s 's CCO, with such certifications as may be reasonably requested; and (7) reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure that all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression of the independent registered public accounting firm’s 's opinion, and each year provide the Adviser and such independent registered public accounting firm with a copy of the most recent SSAE 16 Report prepared by the Sub-Adviser’s 's independent auditors regarding the Sub-Adviser’s 's internal controls. (b) The Sub-Adviser represents, warrants and covenants that it has implemented and shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act.

Compliance Matters. (a) The Sub-Adviser understands and agrees that it is a “service provider” to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser and the Trust and its Trustees and officers, including the Fund’s CCO, with respect to (i) any and all compliance-related matters, and (ii) the Trust’s efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (as that term is defined by Rule 38a-1) by the Trust, the Adviser and the Sub-Adviser. In this regard, the Sub-Adviser shall: (1) submit to the Board for its consideration and approval, prior to the effective date of this Agreement, the Sub-Adviser’s compliance program, it being understood that the Sub-Adviser’s obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s proxy voting policies and procedures; (2) submit annually (and at such other times as the Trust may reasonably request) to the Fund’s CCO and the Adviser for consideration by the Board, a report discussing the adequacy and effectiveness of the Sub-Adviser’s compliance program, and fully describing any material amendments to such compliance program since the most recent such report; (3) provide periodic reports, certifications and information concerning the Sub-Adviser’s compliance program including, but not limited to, the following; (i) Quarterly Compliance Certifications, including any required attachments, no later than the tenth (10th) business day after each calendar quarter; and (ii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth (15th) business day of October each year. (4) provide the Adviser and the Trust and its Trustees and officers with reasonable access to information regarding the Sub-Adviser’s compliance program, which access shall include on-site visits with the Sub-Adviser as may be reasonably requested from time to time; (5) permit the Adviser and the Trust and its Trustees and officers to maintain an active working relationship with the Sub-Adviser’s compliance personnel by, among other things, providing the Adviser and the Fund’s CCO and other officers with a specified individual within the Sub-Adviser’s organization to discuss and address compliance-related matters; (6) provide the Adviser and its chief compliance officer and the Trust and its Trustees and officers, including the Fund’s CCO, with such certifications as may be reasonably requested; and (7) reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure that all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression of the independent registered public accounting firm’s opinion, and each year provide the Adviser and such independent registered public accounting firm with a copy of the most recent SSAE 16 18 Report prepared by the Sub-Adviser’s independent auditors regarding the Sub-Adviser’s internal controls. (b) The Sub-Adviser represents, warrants and covenants that it has implemented and shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act.

Compliance Matters. (a) 7.1. The Sub-Adviser understands and Distributor agrees that it is a “service provider” to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser Distributor agrees to cooperate fully with the Adviser and the Trust and its Trustees and officers, including the FundTrust’s Chief Compliance Officer (“CCO”), with respect to (i1) any and all compliance-related matters, and (ii2) the Trust’s efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (”; as that term is defined by Rule 38a-1) , by the Trust, the Adviser Trust and the Sub-Adviserits service providers. In this regard, the Sub-Adviser Distributor shall: (1i) submit to the Board for its consideration and approval, prior to the effective date commencement of this Agreementservices hereunder, the Sub-AdviserDistributor’s applicable compliance program, it being understood that the Sub-Adviser’s obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s proxy voting policies and procedures; (2ii) submit to the Board for its consideration and approval, annually (and at such other times as the Trust may reasonably request) to the Fund’s CCO and the Adviser for consideration by the Board), a report discussing the adequacy and effectiveness of the Sub-Adviser’s compliance program, and (“Report”) fully describing any material amendments to Distributor’s compliance policies and procedures since the more recent of: (1) the Board’s approval of such compliance program since policies and procedures or (2) the most recent such reportReport; (3iii) provide periodic reports, certifications and information concerning reports discussing the Sub-AdviserDistributor’s compliance program including, but not limited to, and special reports on a timely basis in the followingevent of material compliance matters and material changes to the compliance program; (iiv) Quarterly Compliance Certifications, including any required attachments, no later than the tenth (10th) business day after each calendar quarter; and (ii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth (15th) business day of October each year. (4) provide the Adviser and permit the Trust and its Trustees and officers with reasonable access to information regarding the Sub-Adviser’s compliance program, which access shall include on-site visits become familiar with the Sub-Adviser as Distributor’s operations and understand those aspects of the Distributor’s operations that may be reasonably requested from time expose the Trust to timecompliance risks or lead to a violation by the Trust or the Distributor of the federal securities laws; (5v) permit the Adviser and the Trust and its Trustees and officers to maintain an active working relationship with the Sub-AdviserDistributor’s compliance personnel by, among other things, providing the Adviser and the FundTrust’s CCO and other officers with a specified individual within the Sub-AdviserDistributor’s organization to discuss and address compliance-related matters; (6vi) provide the Adviser Trustees and its chief compliance officer and the CCO with a copy of any SAS 70 reports; (vii) provide the Trust and its Trustees and officers, including the Fund’s CCO, CCO with such certifications as may be reasonably requested; and (7viii) reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure ’s independent public accountant and shall take all reasonable action in the performance of its obligations under this Agreement to assure that access to all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firmaccountants, to support the expression of the independent registered public accounting firmaccountant’s opinion, opinion and each year provide the Adviser and such independent registered public accounting firm with a copy their review of the most recent SSAE 16 Report prepared by the Sub-Adviser’s independent auditors regarding the Sub-Adviser’s appropriate internal controlscontrols and operations, as such may be required from time to time. (b) 7.2. The Sub-Adviser Distributor represents, warrants and covenants that it has implemented established and shall maintain maintains and enforces a compliance program in accordance system of supervisory control policies and procedures that complies with the requirements of Rule 206(4)-7 under 3012 of the Advisers ActConduct Rules of FINRA and an annual certification program that complies with Rule 3013 of the Conduct Rules of FINRA.

Compliance Matters. (a) The Sub-Adviser understands and agrees that it is a “service provider” to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser and the Trust and its Trustees and officers, including the FundTrust’s Chief Compliance Officer (“CCO”), with respect to (i1) any and all compliance-related matters, and (ii2) the Trust’s efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (”, as that term is defined by Rule 38a-1) , by the Trust, the Adviser and the Sub-Adviser. In this regard, the Sub-Adviser shall: (1i) submit to the Board for its consideration and approval, prior to commencement of the effective date of this AgreementFunds’ operations, the Sub-Adviser’s applicable compliance program, it being understood that the Sub-Adviser’s obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s proxy voting policies and procedures; (2ii) submit to the Board for its consideration and approval, annually (and at such other times as the Trust may reasonably request) to the Fund’s CCO and the Adviser for consideration by the Board), a report discussing the adequacy and effectiveness of (“Report”) fully describing any material amendments to the Sub-Adviser’s compliance program, policies and fully describing any material amendments to procedures since the more recent of: (1) the Board’s approval of such compliance program since policies and procedures or (2) the most recent such reportReport; (3iii) provide to the Board periodic reports, certifications and information concerning reports discussing the Sub-Adviser’s compliance program including, but not limited to, and special reports in the followingevent of material compliance matters; (iiv) Quarterly Compliance Certificationspermit the Adviser, including any required attachments, no later than the tenth (10th) business day after each calendar quarter; and (ii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth (15th) business day of October each year. (4) provide the Adviser and the Trust and its Trustees and officers to become familiar with reasonable access to information regarding the Sub-Adviser’s operations and understand those aspects of the Sub-Adviser’s operations that may expose the Adviser and the Trust to compliance programrisks or lead to a violation by the Trust, which access shall include on-site visits with the Adviser or the Sub-Adviser as may be reasonably requested from time to timeof the federal securities laws; (5v) permit the Adviser and Adviser, the Trust and its Trustees and officers to maintain an active working relationship with the Sub-Adviser’s compliance personnel by, among other things, providing the Adviser and the FundTrust’s CCO and other officers with a specified individual within the Sub-Adviser’s organization to discuss and address compliance-related matters; (6vi) provide the Adviser and its chief compliance officer and Adviser, the Trust and its Trustees and officers, including the Fund’s CCO, CCO with such certifications as may be reasonably requested; and (7vii) reasonably cooperate with any independent registered public accounting firm engaged by the Trust’s independent public accountants and/or the Adviser’s personnel, ensure and shall take all reasonable action in the performance of its obligations under this Agreement to assure that access to all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firmaccountants and/or personnel, to support the expression of the independent registered public accounting firmaccountant’s opinion, opinion and each year provide the Adviser and such independent registered public accounting firm with a copy their review of the most recent SSAE 16 Report prepared by the Sub-Adviser’s independent auditors regarding the Sub-Adviser’s appropriate internal controlscontrols and operations, as such may be required from time to time. (b) The Sub-Adviser represents, warrants and covenants that it has implemented and shall maintain a compliance program in accordance that complies with the requirements of Rule 206(4)-7 under the Advisers Act.

Compliance Matters. (a) The Sub-Adviser understands and agrees that it is a “"service provider” " to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser and the Trust and its Trustees and officers, including the Fund’s Funds' CCO, with respect to (i) any and all compliance-related matters, and (ii) the Trust’s 's efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “"federal securities laws” " (as that term is defined by Rule 38a-1) by the Trust, the Adviser and the Sub-Adviser. In this regard, the Sub-Adviser shall: (1) submit to the Board for its consideration and approval, prior to the effective date of this Agreement, the Sub-Adviser’s 's compliance program, it being understood that the Sub-Adviser’s 's obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio Funds may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s 's proxy voting policies and procedures; (2) submit annually (and at such other times as the Trust may reasonably request) to the Fund’s Funds' CCO and the Adviser for consideration by the Board, a report discussing the adequacy and effectiveness of the Sub-Adviser’s 's compliance program, and fully describing any material amendments to such compliance program since the most recent such report; (3) provide periodic reports, certifications and information concerning the Sub-Adviser’s 's compliance program including, but not limited to, the following; (i) Quarterly Compliance Certifications, including any required attachments, no later than the tenth (10th) business day after each calendar quarter; and; (ii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth (15th) business day of October upon request each year. (4) provide the Adviser and the Trust and its Trustees and officers with reasonable access to information regarding the Sub-Adviser’s 's compliance program, which access shall include on-site visits with the Sub-Adviser as may be reasonably requested from time to time; (5) permit the Adviser and the Trust and its Trustees and officers to maintain an active working relationship with the Sub-Adviser’s 's compliance personnel by, among other things, providing the Adviser and the Fund’s Funds' CCO and other officers with a specified individual within the Sub-Adviser’s 's organization to discuss and address compliance-related matters; (6) provide the Adviser and its chief compliance officer and the Trust and its Trustees and officers, including the Fund’s Funds' CCO, with such certifications as may be reasonably requested; and (7) reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure that all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression of the independent registered public accounting firm’s 's opinion, and each year provide the Adviser and such independent registered public accounting firm with a copy of the most recent SSAE 16 Report prepared by the Sub-Adviser’s 's independent auditors regarding the Sub-Adviser’s 's internal controls. (b) The Sub-Adviser represents, warrants and covenants that it has implemented and shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act.

Compliance Matters. (a) The Sub-Adviser understands and agrees that it is a “service provider” to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser and the Trust and its Trustees and officers, including the Fund’s CCO, with respect to (i) any and all compliance-related matters, and (ii) the Trust’s efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (as that term is defined by Rule 38a-1) by the Trust, the Adviser and the Sub-Adviser. In this regard, the Sub-Adviser shall: (1) submit to the Board for its consideration and approval, prior to the effective date of this Agreement, the Sub-Adviser’s compliance program, it being understood that the Sub-Adviser’s obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s proxy voting policies and procedures; (2) submit annually (and at such other times as the Trust may reasonably request) to the Fund’s CCO and the Adviser for consideration by the Board, a report discussing the adequacy and effectiveness of the Sub-Adviser’s compliance program, and fully describing any material amendments to such compliance program since the most recent such report; (3) provide periodic reports, certifications and information concerning the Sub-Adviser’s compliance program including, but not limited to, the following; (i) Quarterly Compliance Certifications, including any required attachments, no later than the tenth (10th) business day after each calendar quarter; (ii) Annual Survey to Sub-Advisers, including any required attachments, no later than the tenth (10th) business day of February each year; and (iiiii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth tenth (15th10th) business day of October February each year. (4) provide the Adviser and the Trust and its Trustees and officers with reasonable access to information regarding the Sub-Adviser’s compliance program, which access shall include on-site visits with the Sub-Adviser as may be reasonably requested from time to time; (5) permit the Adviser and the Trust and its Trustees and officers to maintain an active working relationship with the Sub-Adviser’s compliance personnel by, among other things, providing the Adviser and the Fund’s CCO and other officers with a specified individual within the Sub-Adviser’s organization to discuss and address compliance-related matters; (6) provide the Adviser and its chief compliance officer and the Trust and its Trustees and officers, including the Fund’s CCO, with such certifications as may be reasonably requested; and (7) reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure that all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression of the independent registered public accounting firm’s opinion, and each year provide the Adviser and such independent registered public accounting firm with a copy of the most recent SSAE 16 SAS 70 Report prepared by the Sub-Adviser’s independent auditors regarding the Sub-Adviser’s internal controls. (b) The Sub-Adviser represents, warrants and covenants that it has implemented and shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act.

Compliance Matters. (a) The Sub-Adviser understands and agrees that it is a “service providerprovider ” to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser and the Trust and its Trustees and officers, including the FundTrust ’s CCO, with respect to (i) any and all compliance-related matters, and (ii) the TrustTrust ’s efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “federal securities lawslaws ” (as that term is defined by Rule 38a-1) by the Trust, the Adviser and the Sub-Adviser. In this regard, the Sub-Adviser shall: (1) submit to the Board for its consideration and approval, prior to the effective date of this Agreement, the Sub-AdviserAdviser ’s applicable compliance program, it being understood that the Sub-Adviser’s obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s proxy voting policies and procedures; (2) submit annually (and at such other times as the Trust may reasonably request) to the FundTrust ’s CCO and the Adviser for consideration by the Board, a report discussing the adequacy and effectiveness of the Sub-AdviserAdviser ’s compliance program, and fully describing any material amendments to such compliance program since the most recent such report; (3) provide periodic reports, reports and certifications and information concerning the Sub-AdviserAdviser ’s compliance program including, but not limited to, and special reports in the followingevent of material compliance matters; (i) Quarterly Compliance Certifications, including any required attachments, no later than the tenth (10th) business day after each calendar quarter; and (ii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth (15th) business day of October each year. (4) provide the Adviser and the Trust and its Trustees and officers with reasonable access to information regarding the Sub-Adviser’s compliance programaccess, which access shall include including on-site visits with the Sub-Adviser as may be reasonably requested from time to time, to information regarding the aspects of the Sub-Adviser ’s compliance program that may expose the Adviser and the Trust to compliance risks or lead to a violation by the Trust, the Adviser or the Sub-Adviser of the federal securities laws; (5) permit the Adviser and the Trust and its Trustees and officers to maintain an active working relationship with the Sub-AdviserAdviser ’s compliance personnel by, among other things, providing the Adviser and the FundTrust ’s CCO and other officers with a specified individual within the Sub-AdviserAdviser ’s organization to discuss and address compliance-related matters; (6) provide the Adviser and its chief compliance officer and the Trust and its Trustees and officers, including the FundTrust ’s CCO, with such certifications as may be reasonably requested; and (7) reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure that all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression of the independent registered public accounting firmfirm ’s opinion, and each year provide the Adviser and such independent registered public accounting firm with a copy of the most recent SSAE 16 annual SAS 70 Report prepared by the Sub-AdviserAdviser ’s independent auditors regarding the Sub-AdviserAdviser ’s internal controls. (b) The Sub-Adviser represents, warrants and covenants that it has implemented and shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act. (c) Notwithstanding anything to the contrary herein, the Adviser acknowledges that Sub-Adviser is not the compliance agent for the Trust or for the Adviser, and does not have access to all of the Trust ’s books and records necessary to perform certain compliance testing. Any of the Sub-Adviser ’s agreement to perform the services in this Section 11 or elsewhere in this Agreement is subject to the understanding that the Sub-Adviser shall perform such services based upon its books and records with respect to the Fund, which comprise a portion of the Trust ’s book and records.

Compliance Matters. (ai) The SubColumbia WAM acknowledges the importance that the Board and its compliance committee place on full legal and regulatory compliance by Ameriprise, Columbia WAM, and all other CAT service providers and their personnel (collectively, “Providers”) and agrees to (i) fully cooperate with the Board, the compliance committee and the CAT Chief Compliance Officer (“CCO”) with all inquiries by CAT concerning such compliance by the Providers and (ii) proactively communicate with the Board, the compliance committee and the CAT CCO concerning material compliance matters and any instance of legal or regulatory non-Adviser understands compliance by the Providers of which Columbia WAM is aware and that Columbia WAM deems to be material. Such cooperation and communication by Columbia WAM will be done after receipt of an inquiry or upon learning of any such legal or regulatory non-compliance. (ii) Columbia WAM agrees that it is a “service provider” to the Trust CAT as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser Columbia WAM agrees to cooperate fully with the Adviser and the Trust CAT and its Trustees and officers, including the Fund’s CCOCCO of CAT, with respect to (i) any and all compliance-related matters, and (ii) the Trust’s efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (as that term is defined by Rule 38a-1) by the Trust, the Adviser and the Sub-Adviser. In this regard, the Sub-Adviser Columbia WAM shall: (1) submit to the Board for its consideration and approval, prior to the effective date of this Agreement, the Sub-Adviserapproval Columbia WAM’s applicable compliance program, it being understood that the Sub-Adviser’s obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s proxy voting policies and procedures; (2) submit to the Board for its consideration, annually (and at such other times as the Trust CAT may reasonably request) to the Fund’s CCO and the Adviser for consideration by the Board), a report discussing the adequacy and effectiveness of the Sub-Adviser’s compliance program, and (“Report”) fully describing any material amendments to Columbia WAM’s compliance policies and procedures since the more recent of: (1) the Board’s approval of such compliance program since policies and procedures or (2) the most recent such reportReport; (3) provide periodic reports, certifications and information concerning the Sub-Adviserreports discussing Columbia WAM’s compliance program including, but not limited to, and special reports in the followingevent of material compliance matters; (i) Quarterly Compliance Certifications, including any required attachments, no later than the tenth (10th) business day after each calendar quarter; and (ii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth (15th) business day of October each year. (4) provide the Adviser and the Trust permit CAT and its Trustees and officers to become familiar with reasonable access Columbia WAM’s operations and understand those aspects of Columbia WAM’s operations that may expose the Funds to information regarding compliance risks or lead to a violation by CAT or Columbia WAM of the Sub-Adviser’s compliance program, which access shall include on-site visits with the Sub-Adviser as may be reasonably requested from time to timefederal securities laws; (5) permit the Adviser and the Trust CAT and its Trustees and officers to maintain an active working relationship with the Sub-AdviserColumbia WAM’s compliance personnel by, among other things, providing the Adviser and the Fund’s CCO of CAT and other officers with a specified individual within the Sub-AdviserColumbia WAM’s organization to discuss and address compliance-related matters; (6) provide the Adviser and its chief compliance officer and the Trust CAT and its Trustees and officers, including the Fund’s CCO, CCO with such certifications as may be reasonably requested; and (7) reasonably cooperate with any CAT’s independent registered public accounting firm engaged by accountants and take all reasonable action in the Trust, ensure performance of its obligations under this Agreement to assure that access to all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firmaccountants, to support the expression of the independent registered public accounting firmaccountant’s opinion, opinion and each year provide the Adviser and such independent registered public accounting firm with a copy their review of the most recent SSAE 16 Report prepared by the Sub-Adviser’s independent auditors regarding the Sub-Adviser’s appropriate internal controlscontrols and operations, as such may be required from time to time. (biii) The Sub-Adviser Columbia WAM represents, warrants and covenants that it has implemented and shall maintain a compliance program in accordance that complies with the requirements of Rule 206(4)-7 under the Advisers Act.

Compliance Matters. (a) The Sub-Adviser understands and agrees that it is a “service provider” to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser and the Trust and its Trustees and officers, including the FundTrust’s CCO, with respect to (i) any and all compliance-related matters, and (ii) the Trust’s efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (as that term is defined by Rule 38a-1) by the Trust, the Adviser and the Sub-Adviser. In this regard, the Sub-Adviser shall: (1) submit to the Board for its consideration and approval, prior to the effective date of this Agreement, the Sub-Adviser’s applicable compliance program, it being understood that the Sub-Adviser’s obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s proxy voting policies and procedures; (2) submit annually (and at such other times as the Trust may reasonably request) to the FundTrust’s CCO and the Adviser for consideration by the Board, a report discussing the adequacy and effectiveness of the Sub-Adviser’s compliance program, and fully describing any material amendments to such compliance program since the most recent such report; (3) provide periodic reports, reports and certifications and information concerning the Sub-Adviser’s compliance program including, but not limited to, and special reports in the followingevent of material compliance matters; (i) Quarterly Compliance Certifications, including any required attachments, no later than the tenth (10th) business day after each calendar quarter; and (ii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth (15th) business day of October each year. (4) provide the Adviser and the Trust and its Trustees and officers with reasonable access to information regarding the Sub-Adviser’s compliance programaccess, which access shall include including on-site visits with the Sub-Adviser as may be reasonably requested from time to time, to information regarding the aspects of the Sub-Adviser’s compliance program that may expose the Adviser and the Trust to compliance risks or lead to a violation by the Trust, the Adviser or the Sub-Adviser of the federal securities laws; (5) permit the Adviser and the Trust and its Trustees and officers to maintain an active working relationship with the Sub-Adviser’s compliance personnel by, among other things, providing the Adviser and the FundTrust’s CCO and other officers with a specified individual within the Sub-Adviser’s organization to discuss and address compliance-related matters; (6) provide the Adviser and its chief compliance officer and the Trust and its Trustees and officers, including the FundTrust’s CCO, with such certifications as may be reasonably requested; and (7) reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure that all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression of the independent registered public accounting firm’s opinion, and each year provide the Adviser and such independent registered public accounting firm with a copy of the most recent annual SSAE 16 Report prepared by the Sub-Adviser’s independent auditors regarding the Sub-Adviser’s internal controls. (b) The Sub-Adviser represents, warrants and covenants that it has implemented and shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act. (c) Notwithstanding anything to the contrary herein, the Adviser acknowledges that Sub-Adviser is not the compliance agent for the Trust or for the Adviser, and does not have access to all of the Trust’s books and records necessary to perform certain compliance testing. Any of the Sub-Adviser’s agreement to perform the services in this Section 11 or elsewhere in this Agreement is subject to the understanding that the Sub-Adviser shall perform such services based upon its books and records with respect to the Fund, which comprise a portion of the Trust’s book and records. (d) The Adviser will provide the Sub-Adviser records to facilitate the Sub-Adviser’s ability to meet the Sub-Adviser’s obligations under Rule 206(4)-5 of the Advisers Act. The Sub-Adviser shall treat such records as subject to the applicable confidentiality provision(s) under this Agreement, provided that at no time, unless so required by the applicable laws or relevant regulatory authorities, shall the records be disclosed to or otherwise made available to and shared with any third party or the general public.

Compliance Matters. (a) The Sub-Adviser understands and agrees that it is a “service provider” to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser and the Trust and its Trustees and officers, including the Fund’s CCO, with respect to (i) any and all compliance-related matters, and (ii) the Trust’s efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (as that term is defined by Rule 38a-1) by the Trust, the Adviser and the Sub-Adviser. In this regard, the Sub-Adviser shall: (1) submit to the Board for its consideration and approval, prior to the effective date of this Agreement, the Sub-Adviser’s compliance program, it being understood that the Sub-Adviser’s obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s proxy voting policies and procedures; (2) submit annually (and at such other times as the Trust may reasonably request) to the Fund’s CCO and the Adviser for consideration by the Board, a report discussing the adequacy and effectiveness of the Sub-Adviser’s compliance program, and fully describing any material amendments to such compliance program since the most recent such report; (3) provide periodic reports, certifications and information concerning the Sub-Adviser’s compliance program including, but not limited to, the following; (i) Quarterly Compliance CertificationsCertifications , including any required attachments, no later than the tenth (10th) business day after each calendar quarter; and (ii) Annual Report on Code of Ethics MattersMatters , including any required attachments, no later than the fifteenth (15th15 th ) business day of October each year. (4) provide the Adviser and the Trust and its Trustees and officers with reasonable access to information regarding the Sub-Adviser’s compliance program, which access shall include on-site visits with the Sub-Adviser as may be reasonably requested from time to time; (5) permit the Adviser and the Trust and its Trustees and officers to maintain an active working relationship with the Sub-Adviser’s compliance personnel by, among other things, providing the Adviser and the Fund’s CCO and other officers with a specified individual within the Sub-Adviser’s organization to discuss and address compliance-related matters; (6) provide the Adviser and its chief compliance officer and the Trust and its Trustees and officers, including the Fund’s CCO, with such certifications as may be reasonably requested; and (7) reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure that all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression of the independent registered public accounting firm’s opinion, and each year provide the Adviser and such independent registered public accounting firm with a copy of the most recent SSAE 16 Report prepared by the Sub-Adviser’s independent auditors regarding the Sub-Adviser’s internal controls. (b) The Sub-Adviser represents, warrants and covenants that it has implemented and shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act.

Compliance Matters. (a) The Sub-Adviser understands and agrees that it is a “service provider” to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser and the Trust and its Trustees and officers, including the FundTrust’s CCO, with respect to (i) any and all compliance-related matters, and (ii) the Trust’s efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (as that term is defined by Rule 38a-1) by the Trust, the Adviser and the Sub-Adviser. In this regard, the Sub-Adviser shall: (1) submit to the Board for its consideration and approval, prior to the effective date of this Agreement, the Sub-Adviser’s compliance program, it being understood that the Sub-Adviser’s obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s proxy voting policies polices and procedures;; #498497 (2) submit annually (and at such other times as the Trust may reasonably request) to the FundTrust’s CCO and the Adviser for consideration by the Board, a report discussing the adequacy and effectiveness of the Sub-Adviser’s compliance program, and fully describing any material amendments to such compliance program since the most recent such report; (3) provide periodic reports, reports and certifications and information concerning the Sub-Adviser’s compliance program including, but not limited to, and special reports in the followingevent of material compliance matters; (i) Quarterly Compliance Certifications, including any required attachments, no later than the tenth (10th) business day after each calendar quarter; and (ii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth (15th) business day of October each year. (4) provide the Adviser and the Trust and its Trustees and officers with reasonable access to information regarding the Sub-Adviser’s compliance program, which access shall include on-site visits with the Sub-Adviser as may be reasonably requested from time to time; (5) permit the Adviser and the Trust and its Trustees and officers to maintain an active working relationship with the Sub-Adviser’s compliance personnel by, among other things, providing the Adviser and the FundTrust’s CCO and other officers with a specified individual within the Sub-Adviser’s organization to discuss and address compliance-related matters; (6) provide the Adviser and its chief compliance officer and the Trust and its Trustees and officers, including the FundTrust’s CCO, with such certifications as may be reasonably requested; and (7) reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure that all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression of the independent registered public accounting firm’s opinion, and each year provide the Adviser and such independent registered public accounting firm with a copy of the most recent SSAE 16 Report prepared by the Sub-Adviser’s independent auditors regarding the Sub-Adviser’s internal controls. (b) The Sub-Adviser represents, warrants and covenants that it has implemented and shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act.

Compliance Matters. (a) The Sub-Adviser understands and agrees that it is a “service provider” to the Trust Fund as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser and the Trust Fund and its Trustees and officers, including the Fund’s CCO, with respect to (i) any and all compliance-related matters, and (ii) the TrustFund’s efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (as that term is defined by Rule 38a-1) by the TrustFund, the Adviser and the Sub-Adviser. In this regard, the Sub-Adviser shall: (1) as reasonably requested and after consultation with the Adviser, submit to the Board for its consideration and approval, prior to the effective date of this Agreement, the Sub-Adviser’s compliance program, it being understood that the Sub-Adviser’s obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio Fund may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s proxy voting policies and procedures; (2) submit annually (and at such other times as the Trust Fund may reasonably request) to the Fund’s CCO and the Adviser for consideration by the Board, a report the Sub-Adviser’s Annual Compliance Report discussing the adequacy and effectiveness of the Sub-Adviser’s compliance program, and fully describing any material amendments to such compliance program since the most recent such report; (3) provide periodic reports, certifications and information concerning the Sub-Adviser’s compliance program to the Adviser including, but not limited to, the following;: (i) Quarterly Compliance Certifications, including any required attachments, no later than the tenth (10th) business day after each calendar quarter; (ii) Annual Survey to Sub-Advisers, including any required attachments, no later than the twentieth (20th) business day of February each year, provided that Adviser has provided Sub-Adviser the documentation sufficiently in advance for Sub-Adviser to comply with the timing requirement under this item (ii); and (iiiii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth tenth (15th10th) business day of October February each year. (4) provide the Adviser and the Trust Fund and its Trustees and officers with reasonable access to information regarding the Sub-Adviser’s compliance program, which access shall include on-site visits with the Sub-Adviser as may be reasonably requested from time to time; (5) permit the Adviser and the Trust Fund and its Trustees and officers to maintain an active working relationship with the Sub-Adviser’s compliance personnel by, among other things, providing the Adviser and the Fund’s CCO and other officers with a specified individual reasonable access to individuals within the Sub-Adviser’s organization to discuss and address compliance-related matters; (6) provide the Adviser and its chief compliance officer and the Trust Fund and its Trustees and officers, including the Fund’s CCO, with such certifications as may be reasonably requested; and (7) reasonably cooperate with any independent registered public accounting firm engaged by the TrustFund or the Adviser, ensure that all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression of the independent registered public accounting firm’s opinion, and each year provide the Adviser and such independent registered public accounting firm with a copy of the most recent SSAE 16 Report Report, if any, or its equivalent, prepared by the Sub-Adviser’s independent auditors regarding the Sub-Adviser’s internal controls. (b) The Sub-Adviser represents, warrants and covenants that it has implemented and shall maintain a compliance program in accordance with to meet the requirements of Rule 206(4)-7 under the Advisers Act.

Compliance Matters. (a) The Sub-Adviser understands and agrees that it is a “service providerprovider ” to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser and the Trust and its Trustees and officers, including the FundTrust ’s CCO, with respect to (i) any and all compliance-related matters, and (ii) the TrustTrust ’s efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “federal securities lawslaws ” (as that term is defined by Rule 38a-1) by the Trust, the Adviser and the Sub-Adviser. In this regard, the Sub-Adviser shall: (1) submit to the Board for its consideration and approval, prior to the effective date of this Agreement, the Sub-AdviserAdviser ’s applicable compliance program, it being understood that the Sub-Adviser’s obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s proxy voting policies and procedures; (2) submit annually (and at such other times as the Trust may reasonably request) to the FundTrust ’s CCO and the Adviser for consideration by the Board, a report discussing the adequacy and effectiveness of the Sub-AdviserAdviser ’s compliance program, and fully describing any material amendments to such compliance program since the most recent such report; (3) provide periodic reports, reports and certifications and information concerning the Sub-AdviserAdviser ’s compliance program including, but not limited to, and special reports in the followingevent of material compliance matters; (i) Quarterly Compliance Certifications, including any required attachments, no later than the tenth (10th) business day after each calendar quarter; and (ii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth (15th) business day of October each year. (4) provide the Adviser and the Trust and its Trustees and officers with reasonable access to information regarding the Sub-Adviser’s compliance programaccess, which access shall include including on-site visits with the Sub-Adviser as may be reasonably requested from time to time, to information regarding the aspects of the Sub-Adviser ’s compliance program that may expose the Adviser and the Trust to compliance risks or lead to a violation by the Trust, the Adviser or the Sub-Adviser of the federal securities laws; (5) permit the Adviser and the Trust and its Trustees and officers to maintain an active working relationship with the Sub-AdviserAdviser ’s compliance personnel by, among other things, providing the Adviser and the FundTrust ’s CCO and other officers with a specified individual within the Sub-AdviserAdviser ’s organization to discuss and address compliance-related matters; (6) provide the Adviser and its chief compliance officer and the Trust and its Trustees and officers, including the FundTrust ’s CCO, with such certifications as may be reasonably requested; and (7) reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure that all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression of the independent registered public accounting firmfirm ’s opinion, and each year provide the Adviser and such independent registered public accounting firm with a copy of the most recent SSAE 16 annual SAS 70 Report prepared by the Sub-AdviserAdviser ’s independent auditors regarding the Sub-AdviserAdviser ’s internal controls. (b) The Sub-Adviser represents, warrants and covenants that it has implemented and shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act. (c) Notwithstanding anything to the contrary herein, the Adviser acknowledges that Sub-Adviser is not the compliance agent for the Trust or for the Adviser, and does not have access to all of the Trust ’s books and records necessary to perform certain compliance testing. Any of the Sub-Adviser ’s agreement to perform the services in this Section 11 or elsewhere in this Agreement is subject to the understanding that the Sub-Adviser shall perform such services based upon its books and records with respect to the Fund, which comprise a portion of the Trust ’s book and records. (d) The Adviser will provide the Sub-Adviser records to facilitate the Sub-Adviser ’s ability to meet the Sub-Adviser ’s obligations under Rule 206(4)-5 of the Advisers Act. The Sub-Adviser shall treat such records as subject to the applicable confidentiality provision(s) under this Agreement, provided that at no time, unless so required by the applicable laws or relevant regulatory authorities, shall the records be disclosed to or otherwise made available to and shared with any third party or the general public.

Compliance Matters. (a) The Sub-Adviser understands and agrees that it is a “service provider” to the Trust Company as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser SSGA FM and the Trust Company and its Trustees directors and officers, including the FundCompany’s Chief Compliance Officer (“CCO”), with respect to (i) any and all compliance-related matters, and (ii) including the TrustCompany’s efforts to assure that each of its service providers adopts and maintains written policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (as that term is defined by Rule 38a-1) by the TrustCompany, the Adviser SSGA FM and the Sub-Adviser. In this regard, the Sub-Adviser shall: (1) submit to the Board for its consideration and approval, prior to the effective date of this Agreement, the Sub-Adviser’s applicable compliance program, it being understood that the Sub-Adviser’s obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s proxy voting policies and procedures; (2) submit to the Board for its consideration and approval, annually (and at such other times as the Trust Company may reasonably request) to the Fund’s CCO and the Adviser for consideration by the Board), a written report discussing (“Report”) fully describing the adequacy and effectiveness results of the Sub-Adviser’s review of the adequacy of its compliance programpolicies and procedures, including its assessment of the effectiveness of such policies and fully describing procedures and a description of any material amendments to such compliance program policies and procedures since the more recent of: (A) the Board’s approval of such policies and procedures or (B) the most recent such reportReport; (3) provide periodic reports, certifications and information concerning reports discussing the Sub-Adviser’s compliance program including, but not limited to, and special reports in the followingevent of material compliance matters; (i) Quarterly Compliance Certifications, including any required attachments, no later than the tenth (10th) business day after each calendar quarter; and (ii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth (15th) business day of October each year. (4) provide the Adviser permit SSGA FM and the Trust Company and its Trustees and officers with reasonable access to information regarding the Sub-Adviser’s compliance program, which access shall include on-site visits with the Sub-Adviser as may be reasonably requested from time to time; (5) permit the Adviser and the Trust and its Trustees directors and officers to maintain an active working relationship become familiar with the Sub-Adviser’s compliance personnel by, among other things, providing the Adviser operations and the Fund’s CCO and other officers with a specified individual within understand those aspects of the Sub-Adviser’s organization operations that may expose SSGA FM and the Company to discuss and address compliancecompliance risks or lead to a violation by the Company, SSGA FM or the Sub-related mattersAdviser of the federal securities laws; (65) provide SSGA FM, the Adviser Company and its chief compliance officer directors and the Trust and its Trustees and officers, including the Fund’s CCO, CCO with such certifications regarding compliance as may be reasonably requested; and (76) reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure that all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression of the independent registered public accounting firm’s opinion, and each year provide the Adviser and such independent registered public accounting firm with a copy of the most recent SSAE 16 Report prepared by make the Sub-Adviser’s independent auditors regarding personnel and compliance policies and procedures reasonably available to such personnel as SSGA FM and the Company and its directors and officers may designate to evaluate the effectiveness of the Sub-Adviser’s internal compliance controls, policies and procedures. (b) The Sub-Adviser represents, warrants agrees to maintain and covenants that it has implemented and shall maintain implement a compliance program in accordance that complies with the requirements of Rule 206(4)-7 under the Advisers Act.

Compliance Matters. (a) The Sub-Adviser understands and agrees that it is a “service provider” to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser GEAM and the Trust and its Trustees trustees and officers, including the FundTrust’s Chief Compliance Officer (“CCO”), with respect to (i) any and all compliance-related matters, and (ii) including the Trust’s efforts to assure that each of its service providers adopts and maintains written policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (as that term is defined by Rule 38a-1) by the Trust, the Adviser GEAM and the Sub-Adviser. In this regard, the Sub-Adviser shall: (1i) submit to the Board for its consideration and approval, prior to the effective date of this Agreement, the Sub-Adviser’s applicable compliance program, it being understood that the Sub-Adviser’s obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s proxy voting policies and procedures; (2ii) submit to the Board for its consideration and approval, annually (and at such other times as the Trust may reasonably request) to the Fund’s CCO and the Adviser for consideration by the Board), a written report discussing (“Report”) fully describing the adequacy and effectiveness results of the Sub-Adviser’s review of the adequacy of its compliance programpolicies and procedures, including its assessment of the effectiveness of such policies and fully describing procedures and a description of any material amendments to such compliance program policies and procedures since the more recent of: (A) the Board’s approval of such policies and procedures or (B) the most recent such reportReport; (3iii) provide periodic reports, certifications and information concerning reports discussing the Sub-Adviser’s compliance program including, but not limited to, as reasonably requested by GEAM and special reports in the followingevent of material compliance matters; (iiv) Quarterly Compliance Certifications, including any required attachments, no later than the tenth (10th) business day after each calendar quarter; and (ii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth (15th) business day of October each year. (4) provide the Adviser permit GEAM and the Trust and its Trustees and officers with reasonable access to information regarding the Sub-Adviser’s compliance program, which access shall include on-site visits with the Sub-Adviser as may be reasonably requested from time to time; (5) permit the Adviser and the Trust and its Trustees trustees and officers to maintain an active working relationship become familiar with the Sub-Adviser’s compliance personnel by, among other things, providing the Adviser operations and the Fund’s CCO and other officers with a specified individual within understand those aspects of the Sub-Adviser’s organization operations that may expose GEAM and the Trust to discuss and address compliancecompliance risks or lead to a violation by the Trust, GEAM or the Sub-related mattersAdviser of the federal securities laws; (6v) provide the Adviser and its chief compliance officer and GEAM, the Trust and its Trustees trustees and officers, including the Fund’s CCO, CCO with such certifications regarding compliance as may be reasonably requested; and (7vi) reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure that all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression of the independent registered public accounting firm’s opinion, and each year provide the Adviser and such independent registered public accounting firm with a copy of the most recent SSAE 16 Report prepared by make the Sub-Adviser’s independent auditors regarding personnel and compliance policies and procedures reasonably available to such personnel as GEAM and the Trust and its trustees and officers may designate to evaluate the effectiveness of the Sub-Adviser’s internal compliance controls, policies and procedures. (b) The Sub-Adviser represents, warrants agrees to maintain and covenants that it has implemented and shall maintain implement a compliance program in accordance that complies with the requirements of Rule 206(4)-7 under the Advisers Act.

Compliance Matters. (a) The Sub-Adviser Administrator understands and agrees that it is a “service provider” to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser Administrator agrees to cooperate fully with the Adviser and the Trust and its Trustees and officers, including the FundTrust’s Chief Compliance Officer (“CCO”), with respect to (i1) any and all compliance-related matters, and (ii2) the Trust’s efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (”, as that term is defined by Rule 38a-1) , by the Trust, the Adviser Trust and the Sub-Adviserits service providers. In this regard, the Sub-Adviser Administrator shall: (1) a. submit to the Board for its consideration and approval, prior to commencement of the effective date operations of this Agreementthe Portfolios, the Sub-AdviserAdministrator’s applicable compliance program, it being understood that the Sub-Adviser’s obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s proxy voting policies and procedures; (2) b. submit to the Board for its consideration and approval, annually (and at such other times as the Trust may reasonably request) to the Fund’s CCO and the Adviser for consideration by the Board), a report discussing the adequacy and effectiveness of the Sub-Adviser’s compliance program, and (“Report”) fully describing any material amendments to Administrator’s compliance policies and procedures since the more recent of: (1) the Board’s approval of such compliance program since policies and procedures or (2) the most recent such reportReport; (3) c. provide periodic reports, certifications and information concerning reports discussing the Sub-AdviserAdministrator’s compliance program including, but not limited to, and special reports in the followingevent of material compliance matters; (i) Quarterly Compliance Certifications, including any required attachments, no later than the tenth (10th) business day after each calendar quarter; and (ii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth (15th) business day of October each year. (4) provide the Adviser and d. permit the Trust and its Trustees and officers with reasonable access to information regarding the Sub-Adviser’s compliance program, which access shall include on-site visits become familiar with the Sub-Adviser as Administrator’s operations and understand those aspects of the Administrator’s operations that may be reasonably requested from time expose the Trust to timecompliance risks or lead to a violation by the Trust or the Administrator of the federal securities laws; (5) e. permit the Adviser and the Trust and its Trustees and officers to maintain an active working relationship with the Sub-AdviserAdministrator’s compliance personnel by, among other things, providing the Adviser and the FundTrust’s CCO and other officers with a specified individual within the Sub-AdviserAdministrator’s organization to discuss and address compliance-compliance related matters; (6) f. provide the Adviser and its chief compliance officer and the Trust and its Trustees and officers, including the Fund’s CCO, CCO with such certifications as may be reasonably requested; and (7) g. reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure ’s independent public accountants and shall take all reasonable action in the performance of its obligations under this Agreement to assure that access to all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firmaccountants, to support the expression of the independent registered public accounting firmaccountant’s opinion, opinion and each year provide the Adviser and such independent registered public accounting firm with a copy their review of the most recent SSAE 16 Report prepared by the Sub-Adviser’s independent auditors regarding the Sub-Adviser’s appropriate internal controlscontrols and operations, as such may be required from time to time. (b) The Sub-Adviser represents, warrants and covenants that it has implemented and shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act.

Compliance Matters. (a) The Sub-Adviser Administrator understands and agrees that it is a “service provider” to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser Administrator agrees to cooperate fully with the Adviser and the Trust and its Trustees and officers, including the FundTrust’s Chief Compliance Officer (“CCO”), with respect to (i1) any and all compliance-related matters, and (ii2) the Trust’s efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (”, as that term is defined by Rule 38a-1) , by the Trust, the Adviser Trust and the Sub-Adviserits service providers. In this regard, the Sub-Adviser Administrator shall: (1) a. submit to the Board for its consideration and approval, prior to commencement of the effective date operations of this Agreementthe Funds, the Sub-AdviserAdministrator’s applicable compliance program, it being understood that the Sub-Adviser’s obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s proxy voting policies and procedures; (2) b. submit to the Board for its consideration and approval, annually (and at such other times as the Trust may reasonably request) to the Fund’s CCO and the Adviser for consideration by the Board), a report discussing the adequacy and effectiveness of the Sub-Adviser’s compliance program, and (“Report”) fully describing any material amendments to Administrator’s compliance policies and procedures since the more recent of: (1) the Board’s approval of such compliance program since policies and procedures or (2) the most recent such reportReport; (3) c. provide periodic reports, certifications and information concerning reports discussing the Sub-AdviserAdministrator’s compliance program including, but not limited to, and special reports in the followingevent of material compliance matters; (i) Quarterly Compliance Certifications, including any required attachments, no later than the tenth (10th) business day after each calendar quarter; and (ii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth (15th) business day of October each year. (4) provide the Adviser and d. permit the Trust and its Trustees and officers with reasonable access to information regarding the Sub-Adviser’s compliance program, which access shall include on-site visits become familiar with the Sub-Adviser as Administrator’s operations and understand those aspects of the Administrator’s operations that may be reasonably requested from time expose the Trust to timecompliance risks or lead to a violation by the Trust or the Administrator of the federal securities laws; (5) e. permit the Adviser and the Trust and its Trustees and officers to maintain an active working relationship with the Sub-AdviserAdministrator’s compliance personnel by, among other things, providing the Adviser and the FundTrust’s CCO and other officers with a specified individual within the Sub-AdviserAdministrator’s organization to discuss and address compliance-compliance related matters; (6) f. provide the Adviser and its chief compliance officer and the Trust and its Trustees and officers, including the Fund’s CCO, CCO with such certifications as may be reasonably requested; and (7) g. reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure ’s independent public accountants and shall take all reasonable action in the performance of its obligations under this Agreement to assure that access to all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firmaccountants, to support the expression of the independent registered public accounting firmaccountant’s opinion, opinion and each year provide the Adviser and such independent registered public accounting firm with a copy their review of the most recent SSAE 16 Report prepared by the Sub-Adviser’s independent auditors regarding the Sub-Adviser’s appropriate internal controlscontrols and operations, as such may be required from time to time. (b) The Sub-Adviser represents, warrants and covenants that it has implemented and shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act.

Compliance Matters. (a) The Sub-Adviser understands and agrees that it is a “service provider” to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully reasonably with the Adviser and the Trust and its Trustees and officers, including the Fund’s CCO, with respect to (i) any and all compliance-related matters, and (ii) the Trust’s efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (as that term is defined by Rule 38a-1) by the Trust, the Adviser and the Sub-Adviser. In this regard, the Sub-Adviser shall: (1) submit to the Board for its consideration and approval, prior to the effective date of this Agreement, the Sub-Adviser’s compliance program, it being understood that the Sub-Adviser’s obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s proxy voting policies and procedures; (2) submit annually (and at such other times as the Trust may reasonably request) to the Fund’s CCO and the Adviser for consideration by the Board, a report discussing the adequacy and effectiveness of the Sub-Adviser’s compliance program, and fully describing any material amendments to such compliance program since the most recent such report; (3) provide periodic reports, certifications and information concerning the Sub-Adviser’s compliance program in response to Adviser’s quarterly and annual questionnaires or as otherwise required by the Adviser or the Trust including, but not limited to, the following; (i) Quarterly Compliance Certifications, including any required attachments, no later than the tenth (10th) business day after each calendar quarter; and (ii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth (15th) business day of October each year. (4) provide the Adviser and the Trust and its Trustees and officers with reasonable access to information regarding the Sub-Adviser’s compliance program, which access shall include on-site visits with the Sub-Adviser as may be reasonably requested from time to time; (5) permit the Adviser and the Trust and its Trustees and officers to maintain an active working relationship with the Sub-Adviser’s compliance personnel by, among other things, providing the Adviser and the Fund’s CCO and other officers with a specified individual within the Sub-Adviser’s organization to discuss and address compliance-related matters; (6) provide the Adviser and its chief compliance officer and the Trust and its Trustees and officers, including the Fund’s CCO, with such certifications as may be reasonably requested; and (7) reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure that all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression of the independent registered public accounting firm’s opinion, and each year provide the Adviser and such independent registered public accounting firm with a copy of the most recent SSAE 16 18 or SOC1 Report prepared by the Sub-Adviser’s independent auditors regarding the Sub-Adviser’s internal controls. (b) The Sub-Adviser represents, warrants and covenants that it has implemented and shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act.

Compliance Matters. (a) The Sub-Adviser understands and agrees that it is a “"service provider” " to the Trust Company as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with provide reasonable assistance to the Adviser and the Trust Company and its Trustees Directors and officers, including the each Fund’s 's CCO, with respect to (i) any and all compliance-related matters, and (ii) the Trust’s Company's efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “"federal securities laws” " (as that term is defined by Rule 38a-1) by the TrustCompany, the Adviser and the Sub-Adviser. In this regard, the Sub-Adviser shall: : (1) as reasonably requested and after consultation with the Adviser, submit to the a Board for its consideration and approval, prior to the effective date of this Agreement, the Sub-Sub- Adviser’s 's compliance program, it being understood that the Sub-Adviser’s 's obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the such Board approve the Sub-Adviser’s 's proxy voting policies and procedures; ; (2) submit annually (and at such other times as the Trust may reasonably request) to the Fund’s 's CCO and the Adviser for consideration by the Board, a report the Sub- Adviser's Annual Compliance Report discussing the adequacy and effectiveness of the Sub-Adviser’s 's compliance program, and fully describing any material amendments to such compliance program since the most recent such report; ; (3) provide periodic reports, certifications and information concerning the Sub-Adviser’s 's compliance program to the Adviser including, but not limited to, the following; : (i) Quarterly Compliance Certifications, including any required attachments, no later than the tenth (10th) business day after each calendar quarter; and (ii) Annual Survey to Sub-Advisers, including any required attachments, no later than the tenth (10th) business day of February each year, provided that Adviser has provided Sub-Adviser the documentation sufficiently in advance for Sub-Adviser to comply with the timing requirement under this item (ii); and (iii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth tenth (15th10th) business day of October February each year. (4) provide the Adviser and the Trust and its Trustees and officers with reasonable access to information regarding the Sub-Adviser’s compliance program, which access shall include on-site visits with the Sub-Adviser as may be reasonably requested from time to time; (5) permit the Adviser and the Trust and its Trustees and officers to maintain an active working relationship with the Sub-Adviser’s compliance personnel by, among other things, providing the Adviser and the Fund’s CCO and other officers with a specified individual within the Sub-Adviser’s organization to discuss and address compliance-related matters; (6) provide the Adviser and its chief compliance officer and the Trust and its Trustees and officers, including the Fund’s CCO, with such certifications as may be reasonably requested; and (7) reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure that all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression of the independent registered public accounting firm’s opinion, and each year provide the Adviser and such independent registered public accounting firm with a copy of the most recent SSAE 16 Report prepared by the Sub-Adviser’s independent auditors regarding the Sub-Adviser’s internal controls. (b) The Sub-Adviser represents, warrants and covenants that it has implemented and shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act.

Compliance Matters. (a) The Sub-Adviser understands and agrees that it is a “service provider” to the Trust Company as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser SSGA FM and the Trust Company and its Trustees directors and officers, including the FundCompany’s Chief Compliance Officer (“CCO”), with respect to (i) any and all compliance-related matters, and (ii) including the TrustCompany’s efforts to assure that each of its service providers adopts and maintains written policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (as that term is defined by Rule 38a-1) by the TrustCompany, the Adviser SSGA FM and the Sub-Adviser. In this regard, the Sub-Adviser shall: (1i) submit to the Board for its consideration and approval, prior to the effective date of this Agreement, the Sub-Adviser’s applicable compliance program, it being understood that the Sub-Adviser’s obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s proxy voting policies and procedures; (2ii) submit to the Board for its consideration and approval, annually (and at such other times as the Trust Company may reasonably request) to the Fund’s CCO and the Adviser for consideration by the Board), a written report discussing (“Report”) fully describing the adequacy and effectiveness results of the Sub-Adviser’s review of the adequacy of its compliance programpolicies and procedures, including its assessment of the effectiveness of such policies and fully describing procedures and a description of any material amendments to such compliance program policies and procedures since the more recent of: (A) the Board’s approval of such policies and procedures or (B) the most recent such reportReport; (3iii) provide periodic reports, certifications and information concerning reports discussing the Sub-Adviser’s compliance program including, but not limited to, and special reports in the followingevent of material compliance matters; (iiv) Quarterly Compliance Certifications, including any required attachments, no later than the tenth (10th) business day after each calendar quarter; and (ii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth (15th) business day of October each year. (4) provide the Adviser permit SSGA FM and the Trust Company and its Trustees and officers with reasonable access to information regarding the Sub-Adviser’s compliance program, which access shall include on-site visits with the Sub-Adviser as may be reasonably requested from time to time; (5) permit the Adviser and the Trust and its Trustees directors and officers to maintain an active working relationship become familiar with the Sub-Adviser’s compliance personnel by, among other things, providing the Adviser operations and the Fund’s CCO and other officers with a specified individual within understand those aspects of the Sub-Adviser’s organization operations that may expose SSGA FM and the Company to discuss and address compliancecompliance risks or lead to a violation by the Company, SSGA FM or the Sub-related mattersAdviser of the federal securities laws; (6v) provide SSGA FM, the Adviser Company and its chief compliance officer directors and the Trust and its Trustees and officers, including the Fund’s CCO, CCO with such certifications regarding compliance as may be reasonably requested; and (7vi) reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure that all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression of the independent registered public accounting firm’s opinion, and each year provide the Adviser and such independent registered public accounting firm with a copy of the most recent SSAE 16 Report prepared by make the Sub-Adviser’s independent auditors regarding personnel and compliance policies and procedures reasonably available to such personnel as SSGA FM and the Company and its directors and officers may designate to evaluate the effectiveness of the Sub-Adviser’s internal compliance controls, policies and procedures. (b) The Sub-Adviser represents, warrants agrees to maintain and covenants that it has implemented and shall maintain implement a compliance program in accordance that complies with the requirements of Rule 206(4)-7 under the Advisers Act.

Compliance Matters. (a) The Sub-Adviser understands and agrees that it is a “service provider” to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser and the Trust and its Trustees and officers, including the FundTrust’s CCO, with respect to (i) any and all compliance-related matters, and (ii) the Trust’s efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (as that term is defined by Rule 38a-1) by the Trust, the Adviser and the Sub-Adviser. In this regard, the Sub-Adviser shall: (1) submit to the Board for its consideration and approval, prior to the effective date of this Agreement, the Sub-Adviser’s compliance program, it being understood that the Sub-Adviser’s obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s proxy voting policies polices and procedures; (2) submit annually (and at such other times as the Trust may reasonably request) to the FundTrust’s CCO and the Adviser for consideration by the Board, a report discussing the adequacy and effectiveness of the Sub-Adviser’s compliance program, and fully describing any material amendments to such compliance program since the most recent such report; (3) provide periodic reports, reports and certifications and information concerning the Sub-Adviser’s compliance program including, but not limited to, and special reports in the followingevent of material compliance matters; (i) Quarterly Compliance Certifications, including any required attachments, no later than the tenth (10th) business day after each calendar quarter; and (ii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth (15th) business day of October each year. (4) provide the Adviser and the Trust and its Trustees and officers with reasonable access to information regarding the Sub-Adviser’s compliance program, which access shall include on-site visits with the Sub-Adviser as may be reasonably requested from time to time; (5) permit the Adviser and the Trust and its Trustees and officers to maintain an active working relationship with the Sub-Adviser’s compliance personnel by, among other things, providing the Adviser and the FundTrust’s CCO and other officers with a specified individual within the Sub-Adviser’s organization to discuss and address compliance-related matters; (6) provide the Adviser and its chief compliance officer and the Trust and its Trustees and officers, including the FundTrust’s CCO, with such certifications as may be reasonably requested; and (7) reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure that all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression of the independent registered public accounting firm’s opinion, and each year provide the Adviser and such independent registered public accounting firm with a copy of the most recent SSAE 16 Report prepared by the Sub-Adviser’s independent auditors regarding the Sub-Adviser’s internal controls. (b) The Sub-Adviser represents, warrants and covenants that it has implemented and shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act.

Compliance Matters. (a) The Sub-Adviser understands and agrees that it is a “"service provider” " to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser and the Trust and its Trustees and officers, including the Fund’s 's CCO, with respect to (i) any and all compliance-related matters, and (ii) the Trust’s 's efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “"federal securities laws” " (as that term is defined by Rule 38a-1) by the Trust, the Adviser and the Sub-Adviser. In this regard, the Sub-Adviser shall: (1) submit to the Board for its consideration and approval, prior to the effective date of this Agreement, the Sub-Adviser’s 's compliance program, it being understood that the Sub-Adviser’s 's obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s 's proxy voting policies polices and procedures; (2) submit annually (and at such other times as the Trust may reasonably request) to the Fund’s 's CCO and the Adviser for consideration by the Board, a report discussing the adequacy and effectiveness of the Sub-Adviser’s 's compliance program, and fully describing any material amendments to such compliance program since the most recent such report; (3) provide periodic reports, and certifications and information concerning the Sub-Adviser’s 's compliance program including, but not limited to, the followingfollowing and special reports in the event of material compliance matters; (i) Quarterly Compliance Certifications, including any required attachments, no later than the tenth (10th) business day after each calendar quarter; (ii) Annual Survey to Sub-Advisers, including any required attachments, no later than the tenth (10th) business day of February each year; and (iiiii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth tenth (15th10th) business day of October February each year. (4) provide the Adviser and the Trust and its Trustees and officers with reasonable access to information regarding the Sub-Adviser’s 's compliance program, which access shall include on-site visits with the Sub-Adviser as may be reasonably requested from time to time; (5) permit the Adviser and the Trust and its Trustees and officers to maintain an active working relationship with the Sub-Adviser’s 's compliance personnel by, among other things, providing the Adviser and the Fund’s 's CCO and other officers with a specified individual within the Sub-Adviser’s 's organization to discuss and address compliance-related matters; (6) provide the Adviser and its chief compliance officer and the Trust and its Trustees and officers, including the Fund’s 's CCO, with such certifications as may be reasonably requested; and (7) reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure that all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression of the independent registered public accounting firm’s 's opinion, and each year provide the Adviser and such independent registered public accounting firm with a copy of the most recent SSAE 16 Report prepared by report issued in conjunction with the Sub-Adviser’s independent auditors regarding 's Annual Compliance Review as required by Rule 206(4)-7 of the Sub-Adviser’s internal controls.Investment Advisers Act of 1940. [we are ok with this change] (b) The Sub-Adviser represents, warrants and covenants that it has implemented and shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act.

Compliance Matters. (a) The Sub-Adviser understands and agrees that it is a “service provider” to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser and the Trust and its Trustees and officers, including the Fund’s CCO, with respect to (i) any and all compliance-related matters, and (ii) the Trust’s efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (as that term is defined by Rule 38a-1) by the Trust, the Adviser and the Sub-Adviser. In this regard, the Sub-Adviser shall: (1) submit to the Board for its consideration and approval, prior to the effective date of this Agreement, applicable policies and procedures of the Sub-Adviser’s compliance program, it being understood that the Sub-Adviser’s obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s proxy voting policies and procedures; (2) submit annually (and at such other times as the Trust may reasonably request) to the Fund’s CCO and the Adviser for consideration by the Board, a report discussing the adequacy and effectiveness of the Sub-Adviser’s compliance program, and fully describing any material amendments to such compliance program since the most recent such report; (3) provide periodic reports, certifications and information concerning the Sub-Adviser’s compliance program in such form as the Adviser may reasonably request, including, but not limited to, the following; (i) Quarterly Compliance Certifications, including any required attachments, no later than the tenth (10th) business day after each calendar quarter; (ii) Annual Survey to Sub-Advisers, including any required attachments, as specified in Q1 each year; and (iiiii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth (15th) business day of October each year. (4) provide the Adviser and the Trust and its Trustees and officers with reasonable access to information regarding the Sub-Adviser’s compliance program, which access shall include on-site visits with the Sub-Adviser as may be reasonably requested from time to time; (5) permit the Adviser and the Trust and its Trustees and officers to maintain an active working relationship with the Sub-Adviser’s compliance personnel by, among other things, providing the Adviser and the Fund’s CCO and other officers with a specified individual within the Sub-Adviser’s organization to discuss and address compliance-related matters; (6) provide the Adviser and its chief compliance officer and the Trust and its Trustees and officers, including the Fund’s CCO, with such certifications as may be reasonably requested; and (7) reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure that all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression of the independent registered public accounting firm’s opinion, and each year provide the Adviser and such independent registered public accounting firm with a copy of the most recent SSAE 16 SOC 1 Report prepared by the Sub-Adviser’s independent auditors regarding the Sub-Adviser’s internal controls; this report shall be prepared pursuant to SSAE 16. (b) The Sub-Adviser represents, warrants and covenants that it has implemented and shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act. (c) Notwithstanding anything to the contrary herein, the Adviser acknowledges that Sub-Adviser is not the compliance agent for the Trust or for the Adviser, and does not have access to all of the Trust's books and records necessary to perform certain compliance testing. Any of the Sub-Adviser's agreement to perform the services in this Section 10 or elsewhere in this Agreement is subject to the understanding that the Sub-Adviser shall perform such services based upon its books and records with respect to the Portfolio.

Compliance Matters. (a) a. The Sub-Adviser Distributor understands and agrees that it is a “service provider” to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser Distributor agrees to cooperate fully with the Adviser and the Trust and its Trustees and officers, including the FundTrust’s CCO, with respect to (i1) any and all compliance-related matters, and (ii2) the Trust’s efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (”, as that term is defined by Rule 38a-1) , by the Trust, the Adviser Trust and the Sub-Adviserits service providers. In this regard, the Sub-Adviser Distributor shall: (1i) submit to the Board for its consideration and approval, prior to commencement of the effective date of this AgreementTrust’s operations, the Sub-AdviserDistributor’s applicable compliance program, it being understood that the Sub-Adviser’s obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s proxy voting policies and procedures; (2ii) submit to the Board for its consideration and approval, annually (and at such other times as the Trust may reasonably request) to the Fund’s CCO and the Adviser for consideration by the Board), a report discussing the adequacy and effectiveness of the Sub-Adviser’s compliance program, and (“Report”) fully describing any material amendments to Distributor’s compliance policies and procedures since the more recent of: (1) the Board’s approval of such compliance program since policies and procedures or (2) the most recent such reportReport; (3iii) provide periodic reports, certifications and information concerning reports discussing the Sub-AdviserDistributor’s compliance program including, but not limited to, and special reports on a timely basis in the followingevent of material compliance matters and material changes to the compliance program; (iiv) Quarterly Compliance Certifications, including any required attachments, no later than the tenth (10th) business day after each calendar quarter; and (ii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth (15th) business day of October each year. (4) provide the Adviser and permit the Trust and its Trustees and officers with reasonable access to information regarding the Sub-Adviser’s compliance program, which access shall include on-site visits become familiar with the Sub-Adviser as Distributor’s operations and understand those aspects of the Distributor’s operations that may be reasonably requested from time expose the Trust to timecompliance risks or lead to a violation by the Trust or the Distributor of the federal securities laws; (5v) permit the Adviser and the Trust and its Trustees and officers to maintain an active working relationship with the Sub-AdviserDistributor’s compliance personnel by, among other things, providing the Adviser and the FundTrust’s CCO and other officers with a specified individual within the Sub-AdviserDistributor’s organization to discuss and address compliance-related matters; (6vi) provide the Adviser and its chief compliance officer and the Trust and its Trustees and officers, including the Fund’s CCO, CCO with such certifications as may be reasonably requested; and (7vii) reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure ’s independent public accountants and shall take all reasonable action in the performance of its obligations under this Agreement to assure that access to all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firmaccountants, to support the expression of the independent registered public accounting firmaccountant’s opinion, opinion and each year provide the Adviser and such independent registered public accounting firm with a copy their review of the most recent SSAE 16 Report prepared by the Sub-Adviser’s independent auditors regarding the Sub-Adviser’s appropriate internal controlscontrols and operations, as such may be required from time to time. (b) b. The Sub-Adviser Distributor represents, warrants and covenants that it has implemented established and shall maintain maintains and enforces a compliance program in accordance system of supervisory control policies and procedures that complies with the requirements of Rule 206(4)-7 under 3012 of the Advisers ActConduct Rules of the NASD and an annual certification program that complies with Rule 3013 of the Conduct Rules of the NASD.

Compliance Matters. (a) The Sub-Adviser understands and agrees that it is a “service provider” to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser and the Trust and its Trustees and officers, including the Fund’s CCO, with respect to (i) any and all compliance-related mattersmatters that relate to the Portfolio, and (ii) the Trust’s efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (as that term is defined by Rule 38a-1) by the Trust, the Adviser and the Sub-Adviser. In this regard, the Sub-Adviser shall: (1) submit to the Board for its consideration and approval, prior to the effective date of this Agreement, the Sub-Adviser’s compliance program, it being understood that the Sub-Adviser’s obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s proxy voting policies and procedures; (2) submit annually (and at such other times as the Trust may reasonably request) to the Fund’s CCO and the Adviser for consideration by the Board, a report discussing the adequacy and effectiveness of the Sub-Adviser’s compliance program, and fully describing any material amendments to such compliance program since the most recent such report; (3) provide periodic reports, certifications and information concerning the Sub-Adviser’s compliance program including, but not limited to, the following; (i) Quarterly Compliance Certifications, including any required attachments, no later than the tenth (10th) business day after each calendar quarter; (ii) Annual Survey to Sub-Advisers, including any required attachments, as specified in Q1 each year; and (iiiii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth (15th) business day of October each year. (4) provide the Adviser and the Trust and its Trustees and officers with reasonable access to information regarding the Sub-Adviser’s compliance program, which access shall include on-site visits with the Sub-Adviser as may be reasonably requested from time to time; (5) permit the Adviser and the Trust and its Trustees and officers to maintain an active working relationship with the Sub-Adviser’s compliance personnel by, among other things, providing the Adviser and the Fund’s CCO and other officers with a specified individual within the Sub-Adviser’s organization to discuss and address compliance-related matters; (6) provide the Adviser and its chief compliance officer and the Trust and its Trustees and officers, including the Fund’s CCO, with such certifications as may be reasonably requested; and (7) reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure that all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression of the independent registered public accounting firm’s opinion, and each year provide the Adviser and such independent registered public accounting firm with a copy of the most recent SSAE 16 18 Report prepared by the Sub-Adviser’s independent auditors regarding the Sub-Adviser’s internal controls. (b) The Sub-Adviser represents, warrants and covenants that it has implemented and shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act.

Compliance Matters. (a) The Sub-Adviser understands and agrees that it is a “service provider” to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser and the Trust and its Trustees and officers, including the Fund’s CCO, with respect to (i) any and all compliance-related matters, and (ii) the Trust’s efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (as that term is defined by Rule 38a-1) by the Trust, the Adviser and the Sub-Sub- Adviser. In this regard, the Sub-Adviser shall: (1) submit to the Board for its consideration and approval, prior to the effective date of this Agreement, the Sub-Adviser’s compliance program, it being understood that the Sub-Sub- Adviser’s obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s proxy voting policies and procedures; (2) submit annually (and at such other times as the Trust may reasonably request) to the Fund’s CCO and the Adviser for consideration by the Board, a report discussing the adequacy and effectiveness of the Sub-Adviser’s compliance program, and fully describing any material amendments to such compliance program since the most recent such report; (3) provide periodic reports, certifications and information concerning the Sub-Sub- Adviser’s compliance program including, but not limited to, the following; (i) Quarterly Compliance Certifications, including any required attachments, no later than the tenth (10th) business day after each calendar quarter; and (ii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth (15th) business day of October each year. (4) provide the Adviser and the Trust and its Trustees and officers with reasonable access to information regarding the Sub-Adviser’s compliance program, which access shall include on-site visits with the Sub-Adviser as may be reasonably requested from time to time; (5) permit the Adviser and the Trust and its Trustees and officers to maintain an active working relationship with the Sub-Adviser’s compliance personnel by, among other things, providing the Adviser and the Fund’s CCO and other officers with a specified individual within the Sub-Adviser’s organization to discuss and address compliance-related matters; (6) provide the Adviser and its chief compliance officer and the Trust and its Trustees and officers, including the Fund’s CCO, with such certifications as may be reasonably requested; and (7) reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure that all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression of the independent registered public accounting firm’s opinion, and each year provide the Adviser and such independent registered public accounting firm with a copy of the most recent SSAE 16 Report prepared by the Sub-Adviser’s independent auditors regarding the Sub-Adviser’s internal controls. (b) The Sub-Adviser represents, warrants and covenants that it has implemented and shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act.

Compliance Matters. (a) The Sub-Adviser understands and agrees that it is a “service provider” to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser and the Trust and its Trustees and officers, including the Fund’s Funds’ CCO, with respect to (i) any and all compliance-related matters, and (ii) the Trust’s efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (as that term is defined by Rule 38a-1) by the Trust, the Adviser and the Sub-Adviser. In this regard, the Sub-Adviser shall: (1) submit to the Board for its consideration and approval, prior to the effective date of this Agreement, approval the Sub-Adviser’s compliance program, it being understood that the Sub-Adviser’s obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s proxy voting policies and procedures, including its Code of Ethics, to the extent such a policy or procedure is materially different from the policies and procedures previously approved by the Board; (2) submit annually (and at such other times as the Trust may reasonably request) to the Fund’s Funds’ CCO and the Adviser for consideration by the Board, a report discussing the adequacy and effectiveness of the Sub-Adviser’s compliance program, and fully describing any material amendments to such compliance program since the most recent such report; (3) provide periodic reports, certifications and information concerning the Sub-Adviser’s compliance program including, but not limited to, the following; (i) Monthly and/or Quarterly Compliance Certifications, including any required attachments, no later than the tenth (10th) business day on a timely basis after each calendar quarter; and; (ii) Quarterly and/or Annual Report on Code of Ethics Matters, including an annual 17j-1 certification and any required attachments, no later than the fifteenth (15th) business day of October on a timely basis each year, as reasonably requested by the Board or the Adviser. (4) provide the Adviser and the Trust and Trust, its Trustees and officers with reasonable access to information regarding the Sub-Adviser’s compliance program, which access shall include on-site visits with the Sub-Adviser as may be reasonably requested from time to time; (5) permit the Adviser and the Trust and Trust, its Trustees and officers to maintain an active working relationship with the Sub-Adviser’s compliance personnel by, among other things, providing the Adviser and the Fund’s Funds’ CCO and other officers with a specified individual within the Sub-Adviser’s organization to discuss and address compliance-related matters; (6) provide the Adviser and its chief compliance officer and the Trust and Trust, its Trustees and officers, including the Fund’s Funds’ CCO, with such certifications as may be reasonably requestedrequested from time to time; and (7) reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure that all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression of the independent registered public accounting firm’s opinion, and each year provide the Adviser and and/or such independent registered public accounting firm with a copy of the most recent SSAE 16 Report prepared by the Sub-Adviser’s independent auditors regarding any materials as may be reasonably requested from time to time related to the Sub-Adviser’s internal controls. (b) The Sub-Adviser represents, warrants and covenants that it has implemented and shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act.

Compliance Matters. (a) The Sub-Adviser understands and agrees that it is a “service provider” to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser and the Trust and its Trustees and officers, including the Fund’s CCO, with respect to (i) any and all compliance-related matters, and (ii) the Trust’s efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (as that term is defined by Rule 38a-1) by the Trust, the Adviser and the Sub-Adviser. In this regard, the Sub-Adviser shall: (1) submit to the Board for its consideration and approval, prior to the effective date of this Agreement, the Sub-Adviser’s compliance programprogram or summaries thereof , it being understood that the Sub-Adviser’s obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s proxy voting policies and procedures; (2) submit annually (and at such other times as the Trust may reasonably request) to the Fund’s CCO and the Adviser for consideration by the Board, a report discussing the adequacy and effectiveness of the Sub-Adviser’s compliance program, and fully describing any material amendments to such compliance program since the most recent such report; (3) provide periodic reports, certifications and information concerning the Sub-Adviser’s compliance program including, but not limited to, the following; (i) Quarterly Compliance Certifications, including any required attachments, no later than the tenth (10th) business day after each calendar quarter; and (ii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth (15th) business day of October each year. (4) provide the Adviser and the Trust and its Trustees and officers with reasonable access to information regarding the Sub-Adviser’s compliance program, which access shall include on-site visits with the Sub-Adviser as may be reasonably requested from time to time; (5) permit the Adviser and the Trust and its Trustees and officers to maintain an active working relationship with the Sub-Adviser’s compliance personnel by, among other things, providing the Adviser and the Fund’s CCO and other officers with a specified individual within the Sub-Adviser’s organization to discuss and address compliance-related matters; (6) provide the Adviser and its chief compliance officer and the Trust and its Trustees and officers, including the Fund’s CCO, with such certifications as may be reasonably requested; (7) provide a list of any participating affiliate that provides, or assists in providing, services under the Agreement, which includes the identity of the participating affiliate and such other information reasonably requested by the Adviser and its chief compliance officer and the Trust and its Trustees and officers, including the Fund’s CCO; and (7) 8) reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure that all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression of the independent registered public accounting firm’s opinion, and each year provide the Adviser and such independent registered public accounting firm with a copy of the most recent SSAE 16 Report prepared by the Sub-Adviser’s independent auditors regarding the Sub-Adviser’s internal controls. (b) The Sub-Adviser represents, warrants and covenants that it has implemented and shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act.

Compliance Matters. (a) The Sub-Adviser understands and agrees that it is a “service provider” to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser and the Trust and its Trustees and officers, including the Fund’s CCO, with respect to (i) any and all compliance-related matters, and (ii) the Trust’s efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (as that term is defined by Rule 38a-1) by the Trust, the Adviser and the Sub-Adviser. In this regard, the Sub-Adviser shall: (1) submit to the Board for its consideration and approval, prior to the effective date of this Agreement, the Sub-Adviser’s applicable compliance programpolicies and procedures, it being understood that the Sub-Adviser’s obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s proxy voting policies polices and procedures; (2) submit annually (and at such other times as the Trust may reasonably request) to the Fund’s CCO and the Adviser for consideration by the Board, a report discussing the adequacy and effectiveness of the Sub-Adviser’s compliance program, and fully describing any material amendments to such compliance program since the most recent such report; (3) provide shall respond to requests for periodic reports, certifications and information concerning the Sub-Adviser’s compliance program including, but not limited to, the following; (i) Quarterly Compliance Certifications, including any required attachments, no later than provided to the Adviser on a best efforts basis by the tenth (10th) business day after each calendar quarter and not later than the fifteenth (15th) business day after each calendar quarter. To assist the Adviser in meeting its reporting obligations, Sub-Adviser shall respond promptly to the Adviser’s follow-up requests incident to such Certifications; (ii) Annual Survey to Sub-Advisers, including any required attachments, as specified in Q1 of each year; and (iiiii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth (15th) 15th business day of October each year. (4) provide the Adviser and the Trust and its Trustees and officers with reasonable access to information regarding the Sub-Adviser’s compliance program, which access shall include on-site visits with the Sub-Adviser as may be reasonably requested from time to time; (5) permit the Adviser and the Trust and its Trustees and officers to maintain an active working relationship with the Sub-Adviser’s compliance personnel by, among other things, providing the Adviser and the Fund’s CCO and other officers with a specified individual within the Sub-Adviser’s organization to discuss and address compliance-related matters; (6) provide the Adviser and its chief compliance officer and the Trust and its Trustees and officers, including the Fund’s CCO, with such certifications as may be reasonably requested; and (7) reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure that all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression of the independent registered public accounting firm’s opinion, and each year provide the Adviser and such independent registered public accounting firm with a copy of the most recent SSAE 16 or similar Report prepared by the Sub-Adviser’s independent auditors regarding the Sub-Adviser’s internal controls. (b) The Sub-Adviser represents, warrants and covenants that it has implemented and shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act. (c) The Adviser will provide the Sub-Adviser records to facilitate the Sub-Adviser’s ability to meet the Sub-Adviser’s obligations under Rule 206(4)-5 of the Advisers Act. The Sub-Adviser shall treat such records as subject to the applicable confidentiality provision(s) under this Agreement, provided that at no time, unless so required by the applicable laws or relevant regulatory authorities, shall the records be disclosed to or otherwise made available to and shared with any third party or the general public.

Compliance Matters. (a) The Sub-Adviser understands and agrees that it is a “service provider” to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser and the Trust and its Trustees and officers, including the Fund’s CCO, with respect to (i) any and all compliance-related matters, and (ii) the Trust’s efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (as that term is defined by Rule 38a-1) by the Trust, the Adviser and the Sub-Adviser. In this regard, the Sub-Adviser shall: (1) submit to the Board for its consideration and approval, prior to the effective date of this Agreement, the Sub-Adviser’s compliance program, it being understood that the Sub-Adviser’s obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s proxy voting policies and procedures; (2) submit annually (and at such other times as the Trust may reasonably request) to the Fund’s CCO and the Adviser for consideration by the Board, a report discussing the adequacy and effectiveness of the Sub-Adviser’s compliance program, and fully describing any material amendments to such compliance program since the most recent such report; (3) provide periodic reports, certifications and information concerning the Sub-Adviser’s compliance program including, but not limited to, the following; (i) Quarterly Compliance Certifications, including any required attachments, no later than the tenth (10th) business day after each calendar quarter; (ii) Annual Survey to Sub-Advisers, including any required attachments, no later than the tenth (10th) business day of February each year; and (iiiii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth tenth (15th10th) business day of October February each year. (4) provide the Adviser and the Trust and its Trustees and officers with reasonable access to information regarding the Sub-Adviser’s compliance program, which access shall include on-site visits with the Sub-Adviser as may be reasonably requested from time to time; (5) permit the Adviser and the Trust and its Trustees and officers to maintain an active working relationship with the Sub-Adviser’s compliance personnel by, among other things, providing the Adviser and the Fund’s CCO and other officers with a specified individual within the Sub-Adviser’s organization to discuss and address compliance-related matters; (6) provide the Adviser and its chief compliance officer and the Trust and its Trustees and officers, including the Fund’s CCO, with such certifications as may be reasonably requested; and; (7) reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure that all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression of the independent registered public accounting firm’s opinion, and each year provide the Adviser and such independent registered public accounting firm with a copy of the most recent SSAE 16 SAS 70 Report prepared by the Sub-Adviser’s independent auditors regarding the Sub-Adviser’s internal controls; and (8) provide a list of any participating affiliate which provides, or assists in providing, services under the Agreement, which includes the identity of the participating affiliate and such other information reasonably requested by the Adviser and its chief compliance officer and the Trust and its Trustees and officers, including the Fund’s CCO. (b) The Sub-Adviser represents, warrants and covenants that it has implemented and shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act.

Compliance Matters. (a) The Sub-Adviser understands and agrees that it is a “service provider” to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser and the Trust and its Trustees and officers, including the Fund’s CCO, with respect to (i) any and all compliance-related matters, and (ii) the Trust’s efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (as that term is defined by Rule 38a-1) by the Trust, the Adviser and the Sub-Adviser. In this regard, the Sub-Adviser shall: (1) submit to the Board for its consideration and approval, prior to the effective date of this Agreement, the Sub-Adviser’s applicable compliance programpolicies and procedures, it being understood that the Sub-Adviser’s obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s proxy voting policies polices and procedures; (2) submit annually (and at such other times as the Trust may reasonably request) to the Fund’s CCO and the Adviser for consideration by the Board, a report discussing the adequacy and effectiveness of the Sub-Adviser’s compliance program, and fully describing any material amendments to such compliance program since the most recent such report; (3) provide shall respond to requests for periodic reports, certifications and information concerning the Sub-Adviser’s compliance program including, but not limited to, the following; (i) Quarterly Compliance Certifications, including any required attachments, no later than provided to the Adviser on a best efforts basis by the tenth (10th) business day #498497 after each calendar quarter and not later than the fifteenth (15th) business day after each calendar quarter. To assist the Adviser in meeting its reporting obligations, Sub-Adviser shall respond promptly to the Adviser’s follow-up requests incident to such Certifications; (ii) Annual Survey to Sub-Advisers, including any required attachments, as specified in Q1 of each year; and (iiiii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth (15th) 15th business day of October each year... (4) provide the Adviser and the Trust and its Trustees and officers with reasonable access to information regarding the Sub-Adviser’s compliance program, which access shall include on-site visits with the Sub-Adviser as may be reasonably requested from time to time; (5) permit the Adviser and the Trust and its Trustees and officers to maintain an active working relationship with the Sub-Adviser’s compliance personnel by, among other things, providing the Adviser and the Fund’s CCO and other officers with a specified individual within the Sub-Adviser’s organization to discuss and address compliance-related matters; (6) provide the Adviser and its chief compliance officer and the Trust and its Trustees and officers, including the Fund’s CCO, with such certifications as may be reasonably requested; and (7) reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure that all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression of the independent registered public accounting firm’s opinion, and each year provide the Adviser and such independent registered public accounting firm with a copy of the most recent SSAE 16 or similar Report prepared by the Sub-Adviser’s independent auditors regarding the Sub-Adviser’s internal controls. (b) The Sub-Adviser represents, warrants and covenants that it has implemented and shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act. (c) The Adviser will provide the Sub-Adviser records to facilitate the Sub-Adviser’s ability to meet the Sub-Adviser’s obligations under Rule 206(4)-5 of the Advisers Act. The Sub-Adviser shall treat such records as subject to the applicable confidentiality provision(s) under this Agreement, provided that at no time, unless so required by the applicable laws or relevant regulatory authorities, shall the records be disclosed to or otherwise made available to and shared with any third party or the general public.

Compliance Matters. (a) The Sub-Adviser understands and agrees that it is a “service provider” to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser and the Trust and its Trustees and officers, including the Fund’s CCO, with respect to (i) any and all compliance-related matters, and (ii) the Trust’s efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the #498497 “federal securities laws” (as that term is defined by Rule 38a-1) by the Trust, the Adviser and the Sub-Adviser. In this regard, the Sub-Adviser shall: (1) submit to the Board for its consideration and approval, prior to the effective date of this Agreement, the Sub-Adviser’s compliance program, it being understood that the Sub-Adviser’s obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s proxy voting policies polices and procedures; (2) submit annually (and at such other times as the Trust may reasonably request) to the Fund’s CCO and the Adviser for consideration by the Board, a report discussing the adequacy and effectiveness of the Sub-Adviser’s compliance program, and fully describing any material amendments to such compliance program since the most recent such report; (3) provide periodic reports, certifications and information concerning the Sub-Adviser’s compliance program including, but not limited to, the following; (i) Quarterly Compliance Certifications, including any required attachments, no later than the tenth (10th) business day after each calendar quarter; (ii) Annual Survey to Sub-Advisers, including any required attachments, no later than the tenth (10th) business day of February each year; and (iiiii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth tenth (15th10th) business day of October February each year. (4) provide the Adviser and the Trust and its Trustees and officers with reasonable access to information regarding the Sub-Adviser’s compliance program, which access shall include on-site visits with the Sub-Adviser as may be reasonably requested from time to time; (5) permit the Adviser and the Trust and its Trustees and officers to maintain an active working relationship with the Sub-Adviser’s compliance personnel by, among other things, providing the Adviser and the Fund’s CCO and other officers with a specified individual within the Sub-Adviser’s organization to discuss and address compliance-related matters; (6) provide the Adviser and its chief compliance officer and the Trust and its Trustees and officers, including the Fund’s CCO, with such certifications as may be reasonably requested; and (7) reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure that all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression of the independent registered public accounting firm’s opinion, and each year provide the Adviser and such independent registered public accounting firm with a copy of the most recent SSAE 16 Report SAS 70 Report, if any, prepared by the Sub-Adviser’s independent auditors regarding the Sub-Adviser’s internal controls.. #498497 (b) The Sub-Adviser represents, warrants and covenants that it has implemented and shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act.

Compliance Matters. (a) The Sub-Adviser understands and agrees that it is a “service provider” to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser and the Trust and its Trustees and officers, including the Fund’s CCO, with respect to (i) any and all compliance-related matters, and (ii) the Trust’s efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (as that term is defined by Rule 38a-1) by the Trust, the Adviser and the Sub-Adviser. In this regard, the Sub-Adviser shall: (1) submit to the Board for its consideration and approval, prior to the effective date of this Agreement, the Sub-Adviser’s compliance program, it being understood that the Sub-Adviser’s obligation under Section 2(e3(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio Fund may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s proxy voting policies and procedures; (2) submit annually (and at such other times as the Trust may reasonably request) to the Fund’s CCO and the Adviser for consideration by the Board, a report discussing the adequacy and effectiveness of the Sub-Adviser’s compliance program, and fully describing any material amendments to such compliance program that relate to Sub-Adviser’s services to the Fund since the most recent such report; (3) as reasonably requested, provide periodic reports, certifications and information concerning the Sub-Adviser’s compliance program including, but not limited to, the following; (i) Quarterly Compliance Certifications, including any required attachments, no later than at reasonable times agreed to by the tenth (10th) business day after each calendar quarter; and; (ii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth (15th) business day of October upon request each year. (4) provide the Adviser and the Trust and its Trustees and officers with reasonable access to the Sub-Adviser’s personnel who have relevant information regarding the Sub-Adviser’s compliance program, which access shall include on-site visits with the Sub-Adviser as may be reasonably requested from time to time; (5) permit the Adviser and the Trust and its Trustees and officers to maintain an active working relationship with the Sub-Adviser’s compliance personnel by, among other things, providing the Adviser and the Fund’s CCO and other officers with a specified individual within the Sub-Adviser’s organization to discuss and address compliance-related matters; (6) provide the Adviser and its chief compliance officer and the Trust and its Trustees and officers, including the Fund’s CCO, with such certifications as may be reasonably requested; and (7) reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure that all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression of the independent registered public accounting firm’s opinion, and each year provide the Adviser and such independent registered public accounting firm with a copy of the most recent SSAE 16 SOC 1 Report or such similar report prepared by the Suba third-Adviser’s independent auditors party regarding the Sub-Adviser’s internal controls. (b) The Sub-Adviser represents, warrants and covenants that it has implemented and shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act.

Compliance Matters. (a) The Sub-Adviser understands and agrees that it is a “service provider” to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser and the Trust and its Trustees and officers, including the Fund’s CCO, with respect to (i) any and all compliance-related matters, and (ii) the Trust’s efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (as that term is defined by Rule 38a-1) by the Trust, the Adviser and the Sub-Adviser. In this regard, the Sub-Adviser shall: (1) submit to the Board for its consideration and approval, prior to the effective date of this Agreement, the Sub-Adviser’s compliance program, it being understood that the Sub-Adviser’s obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s proxy voting policies and procedures; (2) submit annually (and at such other times as the Trust may reasonably request) to the Fund’s CCO and the Adviser for consideration by the Board, a report discussing the adequacy and effectiveness of the Sub-Adviser’s compliance program, and fully describing any material amendments to such compliance program since the most recent such report; (3) provide periodic reports, certifications and information concerning the Sub-Adviser’s compliance program including, but not limited to, the following; (i) Quarterly Compliance Certifications, including any required attachments, no later than the tenth (10th) business day after each calendar quarter; (ii) Annual Survey to Sub-Advisers, including any required attachments, as specified in Q1 each year; and (iiiii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth (15th) business day of October each year. (4) provide the Adviser and the Trust and its Trustees and officers with reasonable access to information regarding the Sub-Adviser’s compliance program, which access shall include on-site visits with the Sub-Adviser as may be reasonably requested from time to time; (5) permit the Adviser and the Trust and its Trustees and officers to maintain an active working relationship with the Sub-Adviser’s compliance personnel by, among other things, providing the Adviser and the Fund’s CCO and other officers with a specified individual within the Sub-Adviser’s organization to discuss and address compliance-related matters; (6) provide the Adviser and its chief compliance officer and the Trust and its Trustees and officers, including the Fund’s CCO, with such certifications as may be reasonably requested; and (7) reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure that all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression of the independent registered public accounting firm’s opinion, and each year provide the Adviser and such independent registered public accounting firm with a copy of the most recent SSAE 16 18 Report prepared by the Sub-Adviser’s independent auditors regarding the Sub-Adviser’s internal controls. (b) The Sub-Adviser represents, warrants and covenants that it has implemented and shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act. (c) The Adviser represents, warrants and covenants that (i) it has received and understands the information contained in the Sub-Adviser’s Collateralized Trading Disclosure Statement (June 2019), (ii) it is (A) a “qualified eligible person” as defined under Section 4.7(a) of the U.S. Commodity Exchange Act Regulations (the “CEA Regulations”) and consents to treatment of the Fund as an exempt account under Section 4.7 of the CEA Regulations, and (B) a “qualified institutional buyer” as defined in Rule 144A under the Securities Act of 1933, as amended; (iii) with respect to the registration requirements of the U.S. Commodity Exchange Act (“CEA”), and the membership requirements of the U.S. National Futures Association (the “NFA”), relating to commodity pool operators and commodity trading advisors, the Fund: (A) engages in activities requiring registration under the CEA, is appropriately registered with the Commodity Futures Trading Commission (“CFTC”) and is a member of the NFA; or (B) does not engage in activities requiring NFA membership or registration under the CEA; or (C) engages in activities requiring registration under the CEA but is exempt from CFTC registration requirements and NFA membership requirements and has filed all documents necessary in connection therewith; (iv) with respect to the Fund, the Adviser consents to the Sub-Adviser placing swaps “block trades” (as defined by CFTC regulations), including aggregating its swaps orders with those of the Sub-Adviser’s other clients in order to place such “block trades”; and (v) it will promptly notify the Sub-Adviser if it knows or has reason to know that any of its representations in this Section 10(c) is no longer true.

Compliance Matters. (a) The Sub-Adviser understands and agrees that it is a “service provider” to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser and the Trust and its Trustees and officers, including the Fund’s CCO, with respect to (i) any and all compliance-related matters, and (ii) the Trust’s efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (as that term is defined by Rule 38a-1) by the Trust, the Adviser and the Sub-Adviser. In this regard, the Sub-Adviser shall: (1) submit to the Board for its consideration and approval, prior to the effective date of this Agreement, the Sub-Adviser’s compliance program, it being understood that the Sub-Adviser’s obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s proxy voting policies and procedures; (2) submit annually (and at such other times as the Trust may reasonably request) to the Fund’s CCO and the Adviser for consideration by the Board, a report discussing the adequacy and effectiveness of the Sub-Adviser’s compliance program, and fully describing any material amendments to such compliance program since the most recent such report; (3) provide periodic reports, certifications and information concerning the Sub-Adviser’s compliance program including, but not limited to, the following; (i) Quarterly Compliance Certifications, including any required attachments, no later than the tenth (10th) business day after each calendar quarter; (ii) Annual Survey to Sub-Advisers, including any required attachments, as specified in Q1 each year; and (iiiii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth (15th) business day of October each year. (4) provide the Adviser and the Trust and its Trustees and officers with reasonable access to information regarding the Sub-Adviser’s compliance program, which access shall include on-site visits with the Sub-Adviser as may be reasonably requested from time to time; (5) permit the Adviser and the Trust and its Trustees and officers to maintain an active working relationship with the Sub-Adviser’s compliance personnel by, among other things, providing the Adviser and the Fund’s CCO and other officers with a specified individual within the Sub-Adviser’s organization to discuss and address compliance-related matters; (6) provide the Adviser and its chief compliance officer and the Trust and its Trustees and officers, including the Fund’s CCO, with such certifications as may be reasonably requested; and (7) reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure that all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression of the independent registered public accounting firm’s opinion, and each year provide the Adviser and such independent registered public accounting firm with a copy of the most recent SSAE 16 18 Report (or applicable successor report) prepared by the Sub-Adviser’s independent auditors regarding the Sub-Adviser’s internal controls. (b) The Sub-Adviser represents, warrants and covenants that it has implemented and shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act.

Compliance Matters. (a) The Sub-Adviser understands and agrees that it is a “service provider” to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser and the Trust and its Trustees and officers, including the Fund’s CCO, with respect to (i) any and all compliance-related matters, and (ii) the Trust’s efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (as that term is defined by Rule 38a-1) by the Trust, the Adviser and the Sub-Adviser. In this regard, the Sub-Adviser shall: (1) submit to the Board for its consideration and approval, prior to the effective date of this Agreement, the Sub-Adviser’s compliance program, it being understood that the Sub-Adviser’s obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s proxy voting policies and procedures; (2) submit annually (and at such other times as the Trust may reasonably request) to the Fund’s CCO and the Adviser for consideration by the Board, a report discussing the adequacy and effectiveness of the Sub-Adviser’s compliance program, and fully describing any material amendments to such compliance program since the most recent such report; (3) provide periodic reports, certifications and information concerning the Sub-Adviser’s compliance program and special reports including, but not limited to, the following; (i) Quarterly Compliance Certifications, including any required attachments, no later than the tenth (10th) business day after each calendar quarter; and (ii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth (15th) business day of October each year. (4) provide the Adviser and the Trust and its Trustees and officers with reasonable access to information regarding the Sub-Adviser’s compliance program, which access shall include on-site visits with the Sub-Adviser as may be reasonably requested from time to time; (5) permit the Adviser and the Trust and its Trustees and officers to maintain an active working relationship with the Sub-Adviser’s compliance personnel by, among other things, providing the Adviser and the Fund’s CCO and other officers with a specified individual within the Sub-Adviser’s organization to discuss and address compliance-related matters; (6) provide the Adviser and its chief compliance officer and the Trust and its Trustees and officers, including the Fund’s CCO, with such certifications as may be reasonably requested; and (7) reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure that all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, and to support the expression of the independent registered public accounting firm’s opinion, and each year provide the Adviser and such independent registered public accounting firm with a copy of the most recent SSAE 16 Report prepared by the Sub-Adviser’s independent auditors regarding the Sub-Adviser’s internal controls. (b) The Sub-Adviser represents, warrants and covenants that it has implemented and shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act.

Compliance Matters. (a) The Sub-Adviser understands and agrees that it is a “service provider” to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser and the Trust and its Trustees and officers, including the FundTrust’s Chief Compliance Officer (“CCO”), with respect to (i1) any and all compliance-related matters, and (ii2) the Trust’s efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (”, as that term is defined by Rule 38a-1) , by the Trust, the Adviser and the Sub-Adviser. In this regard, the Sub-Adviser shall: (1i) submit to the Board for its consideration and approval, prior to commencement of the effective date of this AgreementFunds’ operations, the Sub-Adviser’s applicable compliance program, it being understood that the Sub-Adviser’s obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s proxy voting policies and procedures; (2ii) submit to the Board for its consideration and approval, annually (and at such other times as the Trust may reasonably request) to the Fund’s CCO and the Adviser for consideration by the Board), a report discussing the adequacy and effectiveness of (“Report”) fully describing any material amendments to the Sub-Adviser’s compliance program, policies and fully describing any material amendments to procedures since the more recent of: (1) the Board’s approval of such compliance program since policies and procedures or (2) the most recent such reportReport; (3iii) provide periodic reports, certifications and information concerning reports discussing the Sub-Adviser’s compliance program including, but not limited to, and special reports in the followingevent of material compliance matters; (iiv) Quarterly Compliance Certifications, including any required attachments, no later than the tenth (10th) business day after each calendar quarter; and (ii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth (15th) business day of October each year. (4) provide permit the Adviser and the Trust and its Trustees and officers to become familiar with reasonable access to information regarding the Sub-Adviser’s operations and understand those aspects of the Sub-Adviser’s operations that may expose the Adviser and Trust to compliance programrisks or lead to a violation by the Trust, which access shall include on-site visits with the Adviser or the Sub-Adviser as may be reasonably requested from time to timeof the federal securities laws; (5v) permit the Adviser and Adviser, the Trust and its the Trust’s Trustees and officers to maintain an active working relationship with the Sub-Adviser’s compliance personnel by, among other things, providing the Adviser and the FundTrust’s CCO and other officers with a specified individual within the Sub-Adviser’s organization to discuss and address compliance-related matters; (6vi) provide the Adviser and its chief compliance officer and Adviser, the Trust and its the Trust’s Trustees and officers, including the Fund’s CCO, CCO with such certifications as may be reasonably requested; and (7vii) reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure that all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression of the independent registered public accounting firm’s opinion, and each year provide the Adviser and such independent registered public accounting firm with a copy of the most recent SSAE 16 Report prepared by make the Sub-Adviser’s independent auditors regarding personnel and compliance policies and procedures reasonably available to such personnel as the Adviser and the Trust and its Trustees and officers may designate to audit the effectiveness of the Sub-Adviser’s internal compliance controls, policies and procedures. (b) The Sub-Adviser represents, warrants and covenants that it has implemented and shall maintain a compliance program in accordance that complies with the requirements of Rule 206(4)-7 under the Advisers Act.

Compliance Matters. (a) The Sub-Adviser Subadviser understands and agrees that it is a “service provider” to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser Subadviser agrees to cooperate fully with the Sub-Adviser and the Trust and its Trustees and officers, including the Fund’s CCO, with respect to (i) any and all compliance-related matters, and (ii) the Trust’s efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (as that term is defined by Rule 38a-1) by the Trust, the Sub-Adviser and the Sub-AdviserSubadviser. In this regard, the Sub-Adviser Subadviser shall: (1) submit to the Board for its consideration and approval, prior to the effective date of this Agreement, the Sub-AdviserSubadviser’s compliance program, it being understood that the Sub-AdviserSubadviser’s obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-AdviserSubadviser’s proxy voting policies and procedures; (2) submit annually (and at such other times as the Trust may reasonably request) to the Fund’s CCO and the Sub-Adviser for consideration by the Board, a report discussing the adequacy and effectiveness of the Sub-AdviserSubadviser’s compliance program, and fully describing any material amendments to such compliance program since the most recent such report; (3) provide periodic reports, certifications and information concerning the Sub-AdviserSubadviser’s compliance program including, but not limited to, the following; (i) Quarterly Compliance Certifications, including any required attachments, no later than the tenth (10th) business day after each calendar quarter; and (ii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth (15th) business day of October each year. (4) provide the Sub-Adviser and the Trust and its Trustees and officers with reasonable access to information regarding the Sub-AdviserSubadviser’s compliance program, which access shall include on-site visits with the Sub-Adviser Subadviser as may be reasonably requested from time to time; (5) permit the Sub-Adviser and the Trust and its Trustees and officers to maintain an active working relationship with the Sub-AdviserSubadviser’s compliance personnel by, among other things, providing the Sub-Adviser and the Fund’s CCO and other officers with a specified individual within the Sub-AdviserSubadviser’s organization to discuss and address compliance-related matters; (6) provide the Sub-Adviser and its chief compliance officer and the Trust and its Trustees and officers, including the Fund’s CCO, with such certifications as may be reasonably requested; and (7) reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure that all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression of the independent registered public accounting firm’s opinion, and each year provide the Adviser and such independent registered public accounting firm with a copy of the most recent SSAE 16 Report Report, if any, or its equivalent, prepared by the Sub-Adviser’s independent auditors regarding the Sub-Adviser’s internal controls. (b) The Sub-Adviser Subadviser represents, warrants and covenants that it has implemented and shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act.

Compliance Matters. (a) The Sub-Adviser understands and Distributor agrees that it is a “service provider” to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser Distributor agrees to cooperate fully with the Adviser and the Trust and its Trustees and officers, including the FundTrust’s Chief Compliance Officer (“CCO”), with respect to (i1) any and all compliance-related matters, and (ii2) the Trust’s efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (”; as that term is defined by Rule 38a-1) , by the Trust, the Adviser Trust and the Sub-Adviserits service providers. In this regard, the Sub-Adviser Distributor shall: (1a) submit to the Board for its consideration and approval, prior to the effective date commencement of this Agreementservices hereunder, the Sub-AdviserDistributor’s applicable compliance program, it being understood that the Sub-Adviser’s obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s proxy voting policies and procedures; (2b) submit to the Board for its consideration and approval, annually (and at such other times as the Trust may reasonably request) to the Fund’s CCO and the Adviser for consideration by the Board), a report discussing the adequacy and effectiveness of the Sub-Adviser’s compliance program, and (“Report”) fully describing any material amendments to Distributor’s compliance policies and procedures since the more recent of: (1) the Board’s approval of such compliance program since policies and procedures or (2) the most recent such reportReport; (3c) provide periodic reports, certifications and information concerning reports discussing the Sub-AdviserDistributor’s compliance program including, but not limited to, and special reports on a timely basis in the followingevent of material compliance matters and material changes to the compliance program; (id) Quarterly Compliance Certifications, including any required attachments, no later than the tenth (10th) business day after each calendar quarter; and (ii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth (15th) business day of October each year. (4) provide the Adviser and permit the Trust and its Trustees and officers with reasonable access to information regarding the Sub-Adviser’s compliance program, which access shall include on-site visits become familiar with the Sub-Adviser as Distributor’s operations and understand those aspects of the Distributor’s operations that may be reasonably requested from time expose the Trust to timecompliance risks or lead to a violation by the Trust or the Distributor of the federal securities laws; (5e) permit the Adviser and the Trust and its Trustees and officers to maintain an active working relationship with the Sub-AdviserDistributor’s compliance personnel by, among other things, providing the Adviser and the FundTrust’s CCO and other officers with a specified individual within the Sub-AdviserDistributor’s organization to discuss and address compliance-related matters; (6f) provide the Adviser Trustees and its chief compliance officer and the CCO with a copy of any SAS 70 reports; (g) provide the Trust and its Trustees and officers, including the Fund’s CCO, CCO with such certifications as may be reasonably requested; and (7h) reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure ’s independent public accountant and shall take all reasonable action in the performance of its obligations under this Agreement to assure that access to all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firmaccountants, to support the expression of the independent registered public accounting firmaccountant’s opinion, opinion and each year provide the Adviser and such independent registered public accounting firm with a copy their review of the most recent SSAE 16 Report prepared by the Sub-Adviser’s independent auditors regarding the Sub-Adviser’s appropriate internal controls. (b) controls and operations, as such may be required from time to time. The Sub-Adviser Distributor represents, warrants and covenants that it has implemented established and shall maintain maintains and enforces a compliance program in accordance system of supervisory control policies and procedures that complies with the requirements of Rule 206(4)-7 under 3012 of the Advisers ActConduct Rules of FINRA and an annual certification program that complies with Rule 3013 of the Conduct Rules of FINRA.

Compliance Matters. (a) a. The Sub-Adviser Placement Agent understands and agrees that it is a “service provider” to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser Placement Agent agrees to cooperate fully with the Adviser and the Trust and its Trustees and officers, including the FundTrust’s CCO, with respect to (i1) any and all compliance-related matters, and (ii2) the Trust’s efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (”, as that term is defined by Rule 38a-1) , by the Trust, the Adviser Trust and the Sub-Adviserits service providers. In this regard, the Sub-Adviser Placement Agent shall: (1i) submit to the Board for its consideration and approval, prior to commencement of the effective date of this AgreementTrust’s operations, the Sub-AdviserPlacement Agent’s applicable compliance program, it being understood that the Sub-Adviser’s obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s proxy voting policies and procedures; (2ii) submit to the Board for its consideration and approval, annually (and at such other times as the Trust may reasonably request) to the Fund’s CCO and the Adviser for consideration by the Board), a report discussing the adequacy and effectiveness of the Sub-Adviser’s compliance program, and (“Report”) fully describing any material amendments to Placement Agent’s compliance policies and procedures since the more recent of: (1) the Board’s approval of such compliance program since policies and procedures or (2) the most recent such reportReport; (3iii) provide periodic reports, certifications and information concerning reports discussing the Sub-AdviserPlacement Agent’s compliance program including, but not limited to, and special reports on a timely basis in the followingevent of material compliance matters and material changes to the compliance program; (iiv) Quarterly Compliance Certifications, including any required attachments, no later than the tenth (10th) business day after each calendar quarter; and (ii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth (15th) business day of October each year. (4) provide the Adviser and permit the Trust and its Trustees and officers with reasonable access to information regarding the Sub-Adviser’s compliance program, which access shall include on-site visits become familiar with the Sub-Adviser as Placement Agent’s operations and understand those aspects of the Placement Agent’s operations that may be reasonably requested from time expose the Trust to timecompliance risks or lead to a violation by the Trust or the Placement Agent of the federal securities laws; (5v) permit the Adviser and the Trust and its Trustees and officers to maintain an active working relationship with the Sub-AdviserPlacement Agent’s compliance personnel by, among other things, providing the Adviser and the FundTrust’s CCO and other officers with a specified individual within the Sub-AdviserPlacement Agent’s organization to discuss and address compliance-related matters; (6vi) provide the Adviser and its chief compliance officer and the Trust and its Trustees and officers, including the Fund’s CCO, CCO with such certifications as may be reasonably requested; and (7vii) reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure ’s independent public accountants and shall take all reasonable action in the performance of its obligations under this Agreement to assure that access to all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firmaccountants, to support the expression of the independent registered public accounting firmaccountant’s opinion, opinion and each year provide the Adviser and such independent registered public accounting firm with a copy their review of the most recent SSAE 16 Report prepared by the Sub-Adviser’s independent auditors regarding the Sub-Adviser’s appropriate internal controlscontrols and operations, as such may be required from time to time. (b) b. The Sub-Adviser Placement Agent represents, warrants and covenants that it has implemented established and shall maintain maintains and enforces a compliance program in accordance system of supervisory control policies and procedures that complies with the requirements of Rule 206(4)-7 under 3012 of the Advisers ActConduct Rules of the NASD and an annual certification program that complies with Rule 3013 of the Conduct Rules of the NASD.

Compliance Matters. (a) The Sub-Adviser understands and agrees that it is a “"service provider” " to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser SSGA FM and the Trust and its Trustees trustees and officers, including the Fund’s Trust's Chief Compliance Officer ("CCO"), with respect to (i) any and all compliance-related matters, and (ii) including the Trust’s 's efforts to assure that each of its service providers adopts and maintains written policies and procedures that are reasonably designed to prevent violation of the “"federal securities laws” " (as that term is defined by Rule 38a-1) by the Trust, the Adviser SSGA FM and the Sub-Adviser. In this regard, the Sub-Adviser shall: (1i) submit to the Board for its consideration and approval, prior to the effective date of this Agreement, the Sub-Adviser’s 's applicable compliance program, it being understood that the Sub-Adviser’s obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s proxy voting policies and procedures; (2ii) submit to the Board for its consideration and approval, annually (and at such other times as the Trust may reasonably request) to the Fund’s CCO and the Adviser for consideration by the Board), a written report discussing ("Report") fully describing the adequacy and effectiveness results of the Sub-Adviser’s 's review of the adequacy of its compliance programpolicies and procedures, including its assessment of the effectiveness of such policies and fully describing procedures and a description of any material amendments to such compliance program policies and procedures since the more recent of: (A) the Board's approval of such policies and procedures or (B) the most recent such reportReport; (3iii) provide periodic reports, certifications and information concerning reports discussing the Sub-Adviser’s 's compliance program including, but not limited to, and special reports in the followingevent of material compliance matters; (iiv) Quarterly Compliance Certifications, including any required attachments, no later than the tenth (10th) business day after each calendar quarter; and (ii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth (15th) business day of October each year. (4) provide the Adviser permit SSGA FM and the Trust and its Trustees and officers with reasonable access to information regarding the Sub-Adviser’s compliance program, which access shall include on-site visits with the Sub-Adviser as may be reasonably requested from time to time; (5) permit the Adviser and the Trust and its Trustees trustees and officers to maintain an active working relationship become familiar with the Sub-Adviser’s compliance personnel by, among other things, providing the Adviser 's operations and the Fund’s CCO and other officers with a specified individual within understand those aspects of the Sub-Adviser’s organization 's operations that may expose SSGA FM and the Trust to discuss and address compliancecompliance risks or lead to a violation by the Trust, SSGA FM or the Sub-related mattersAdviser of the federal securities laws; (6v) provide the Adviser and its chief compliance officer and SSGA FM, the Trust and its Trustees trustees and officers, including the Fund’s CCO, CCO with such certifications regarding compliance as may be reasonably requested; and (7vi) reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure that all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression of the independent registered public accounting firm’s opinion, and each year provide the Adviser and such independent registered public accounting firm with a copy of the most recent SSAE 16 Report prepared by make the Sub-Adviser’s independent auditors regarding 's personnel and compliance policies and procedures reasonably available to such personnel as SSGA FM and the Trust and its trustees and officers may designate to evaluate the effectiveness of the Sub-Adviser’s internal 's compliance controls, policies and procedures. (b) The Sub-Adviser represents, warrants agrees to maintain and covenants that it has implemented and shall maintain implement a compliance program in accordance that complies with the requirements of Rule 206(4)-7 under the Advisers Act.

Compliance Matters. (a) The Sub-Adviser understands and agrees that it is a “service provider” to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser and the Trust and its Trustees and officers, including the FundTrust’s CCO, with respect to (i) any and all compliance-related matters, and (ii) the Trust’s efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (as that term is defined by Rule 38a-1) by the Trust, the Adviser and the Sub-Adviser. In this regard, the Sub-Adviser shall: (1) submit to the Board for its consideration and approval, prior to the effective date of this Agreement, the Sub-Adviser’s applicable compliance programpolicies and procedures, it being understood that the Sub-Adviser’s obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s proxy voting policies polices and procedures; (2) submit annually (and at such other times as the Trust may reasonably request) to the FundTrust’s CCO and the Adviser for consideration by the Board, a report discussing the adequacy and effectiveness of the Sub-Adviser’s compliance program, and fully describing any material amendments to such compliance program since the most recent such report; (3) provide periodic reports, reports and certifications and information concerning the Sub-Adviser’s compliance program including, but not limited to, and special reports in the followingevent of material compliance matters; (i) Quarterly Compliance Certifications, including any required attachments, no later than the tenth (10th) business day after each calendar quarter; and (ii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth (15th) business day of October each year. (4) provide the Adviser and the Trust and its Trustees and officers with reasonable access to information regarding the Sub-Adviser’s compliance program, which access shall include on-site visits with the Sub-Adviser as may be reasonably requested from time to time; (5) permit the Adviser and the Trust and its Trustees and officers to maintain an active working relationship with the Sub-Adviser’s compliance personnel by, among other things, providing the Adviser and the FundTrust’s CCO and other officers with a specified individual within the Sub-Adviser’s organization to discuss and address compliance-related matters; (6) provide the Adviser and its chief compliance officer and the Trust and its Trustees and officers, including the FundTrust’s CCO, with such certifications as may be reasonably requested; and (7) reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure that all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression of the independent registered public accounting firm’s opinion, and each year provide the Adviser and such independent registered public accounting firm with a copy of the most recent SSAE 16 SAS 70 Report prepared by the Sub-Adviser’s independent auditors regarding the Sub-Adviser’s internal controls. (b) The Sub-Adviser represents, warrants and covenants that it has implemented and shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act.

Compliance Matters. (a) The Sub-Adviser understands and agrees that it is a “service provider” to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser and the Trust and its Trustees and officers, including the FundTrust’s CCO, with respect to (i) any and all compliance-related matters, and (ii) the Trust’s efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (as that term is defined by Rule 38a-1) by the Trust, the Adviser and the Sub-Adviser. In this regard, the Sub-Adviser shall: (1) submit to the Board for its consideration and approval, prior to the effective date of this Agreement, the Sub-Adviser’s applicable compliance program, it being understood that the Sub-Adviser’s obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s proxy voting policies and procedures; (2) submit annually (and at such other times as the Trust may reasonably request) to the FundTrust’s CCO and the Adviser for consideration by the Board, a report discussing the adequacy and effectiveness of the Sub-Adviser’s compliance program, and fully describing any material amendments to such compliance program since the most recent such report; (3) provide periodic reports, reports and certifications and information concerning the Sub-Adviser’s compliance program including, but not limited to, and special reports in the followingevent of material compliance matters; (i) Quarterly Compliance Certifications, including any required attachments, no later than the tenth (10th) business day after each calendar quarter; and (ii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth (15th) business day of October each year. (4) provide the Adviser and the Trust and its Trustees and officers with reasonable access to information regarding the Sub-Adviser’s compliance programaccess, which access shall include including on-site visits with the Sub-Adviser as may be reasonably requested from time to time, to information regarding the aspects of the Sub-Adviser’s compliance program that may expose the Adviser and the Trust to compliance risks or lead to a violation by the Trust, the Adviser or the Sub-Adviser of the federal securities laws; (5) permit the Adviser and the Trust and its Trustees and officers to maintain an active working relationship with the Sub-Adviser’s compliance personnel by, among other things, providing the Adviser and the FundTrust’s CCO and other officers with a specified individual within the Sub-Adviser’s organization to discuss and address compliance-related matters; (6) provide the Adviser and its chief compliance officer and the Trust and its Trustees and officers, including the FundTrust’s CCO, with such certifications as may be reasonably requested; and (7) reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure that all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression of the independent registered public accounting firm’s opinion, and each year provide the Adviser and such independent registered public accounting firm with a copy of the most recent SSAE 16 annual SAS 70 Report prepared by the Sub-Adviser’s independent auditors regarding the Sub-Adviser’s internal controls. (b) The Sub-Adviser represents, warrants and covenants that it has implemented and shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act. (c) Notwithstanding anything to the contrary herein, the Adviser acknowledges that Sub-Adviser is not the compliance agent for the Trust or for the Adviser, and does not have access to all of the Trust’s books and records necessary to perform certain compliance testing. Any of the Sub-Adviser’s agreement to perform the services in this Section 11 or elsewhere in this Agreement is subject to the understanding that the Sub-Adviser shall perform such services based upon its books and records with respect to the Fund, which comprise a portion of the Trust’s book and records. (d) The Adviser will provide the Sub-Adviser records to facilitate the Sub-Adviser’s ability to meet the Sub-Adviser’s obligations under Rule 206(4)-5 of the Advisers Act. The Sub- Adviser shall treat such records as subject to the applicable confidentiality provision(s) under this Agreement, provided that at no time, unless so required by the applicable laws or relevant regulatory authorities, shall the records be disclosed to or otherwise made available to and shared with any third party or the general public.

Compliance Matters. (a) The Sub-Adviser understands and agrees that it is a “service provider” to the Trust Company as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser GEAM and the Trust Company and its Trustees directors and officers, including the FundCompany’s Chief Compliance Officer (“CCO”), with respect to (i) any and all compliance-related matters, and (ii) including the TrustCompany’s efforts to assure that each of its service providers adopts and maintains written policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (as that term is defined by Rule 38a-1) by the TrustCompany, the Adviser GEAM and the Sub-Adviser. In this regard, the Sub-Adviser shall: (1) submit to the Board for its consideration and approval, prior to the effective date of this Agreement, the Sub-Adviser’s applicable compliance program, it being understood that the Sub-Adviser’s obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s proxy voting policies and procedures; (2) submit to the Board for its consideration and approval, annually (and at such other times as the Trust Company may reasonably request) to the Fund’s CCO and the Adviser for consideration by the Board), a written report discussing (“Report”) fully describing the adequacy and effectiveness results of the Sub-Adviser’s review of the adequacy of its compliance programpolicies and procedures, including its assessment of the effectiveness of such policies and fully describing procedures and a description of any material amendments to such compliance program policies and procedures since the more recent of: (A) the Board’s approval of such policies and procedures or (B) the most recent such reportReport; (3) provide periodic reports, certifications and information concerning reports discussing the Sub-Adviser’s compliance program including, but not limited to, and special reports in the followingevent of material compliance matters; (i) Quarterly Compliance Certifications, including any required attachments, no later than the tenth (10th) business day after each calendar quarter; and (ii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth (15th) business day of October each year. (4) provide the Adviser permit GEAM and the Trust Company and its Trustees and officers with reasonable access to information regarding the Sub-Adviser’s compliance program, which access shall include on-site visits with the Sub-Adviser as may be reasonably requested from time to time; (5) permit the Adviser and the Trust and its Trustees directors and officers to maintain an active working relationship become familiar with the Sub-Adviser’s compliance personnel by, among other things, providing the Adviser operations and the Fund’s CCO and other officers with a specified individual within understand those aspects of the Sub-Adviser’s organization operations that may expose GEAM and the Company to discuss and address compliancecompliance risks or lead to a violation by the Company, GEAM or the Sub-related mattersAdviser of the federal securities laws; (65) provide GEAM, the Adviser Company and its chief compliance officer directors and the Trust and its Trustees and officers, including the Fund’s CCO, CCO with such certifications regarding compliance as may be reasonably requested; and (76) reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure that all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression of the independent registered public accounting firm’s opinion, and each year provide the Adviser and such independent registered public accounting firm with a copy of the most recent SSAE 16 Report prepared by make the Sub-Adviser’s independent auditors regarding personnel and compliance policies and procedures reasonably available to such personnel as GEAM and the Company and its directors and officers may designate to evaluate the effectiveness of the Sub-Adviser’s internal compliance controls, policies and procedures. (b) The Sub-Adviser represents, warrants agrees to maintain and covenants that it has implemented and shall maintain implement a compliance program in accordance that complies with the requirements of Rule 206(4)-7 under the Advisers Act.

Compliance Matters. (a) The Sub-Adviser understands and agrees that it is a “service provider” to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser GEAM and the Trust and its Trustees trustees and officers, including the FundTrust’s Chief Compliance Officer (“CCO”), with respect to (i) any and all compliance-related matters, and (ii) including the Trust’s efforts to assure that each of its service providers adopts and maintains written policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (as that term is defined by Rule 38a-1) by the Trust, the Adviser GEAM and the Sub-Adviser. In this regard, the Sub-Adviser shall: (1i) submit to the Board for its consideration and approval, prior to the effective date of this Agreement, the Sub-Adviser’s applicable compliance program, it being understood that the Sub-Adviser’s obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s proxy voting policies and procedures; (2ii) submit to the Board for its consideration and approval, annually (and at such other times as the Trust may reasonably request) to the Fund’s CCO and the Adviser for consideration by the Board), a written report discussing (“Report”) fully describing the adequacy and effectiveness results of the Sub-Adviser’s review of the adequacy of its compliance programpolicies and procedures, including its assessment of the effectiveness of such policies and fully describing procedures and a description of any material amendments to such compliance program policies and procedures since the more recent of: (A) the Board’s approval of such policies and procedures or (B) the most recent such reportReport; (3iii) provide periodic reports, certifications and information concerning reports discussing the Sub-Adviser’s compliance program including, but not limited to, and special reports in the followingevent of material compliance matters; (ivi) Quarterly Compliance Certifications, including any required attachments, no later than the tenth (10th) business day after each calendar quarter; and (ii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth (15th) business day of October each year. (4) provide the Adviser permit GEAM and the Trust and its Trustees and officers with reasonable access to information regarding the Sub-Adviser’s compliance program, which access shall include on-site visits with the Sub-Adviser as may be reasonably requested from time to time; (5) permit the Adviser and the Trust and its Trustees trustees and officers to maintain an active working relationship become familiar with the Sub-Adviser’s compliance personnel by, among other things, providing the Adviser operations and the Fund’s CCO and other officers with a specified individual within understand those aspects of the Sub-Adviser’s organization operations that may expose GEAM and the Trust to discuss and address compliancecompliance risks or lead to a violation by the Trust, GEAM or the Sub-related mattersAdviser of the federal securities laws; (6v) provide the Adviser and its chief compliance officer and GEAM, the Trust and its Trustees trustees and officers, including the Fund’s CCO, CCO with such certifications regarding compliance as may be reasonably requested; and (7vi) reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure that all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression of the independent registered public accounting firm’s opinion, and each year provide the Adviser and such independent registered public accounting firm with a copy of the most recent SSAE 16 Report prepared by make the Sub-Adviser’s independent auditors regarding personnel and compliance policies and procedures reasonably available to such personnel as GEAM and the Trust and its trustees and officers may designate to evaluate the effectiveness of the Sub-Adviser’s internal compliance controls, policies and procedures. (b) The Sub-Adviser represents, warrants and covenants that it has implemented and shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act.

Compliance Matters. (a) a. The Sub-Adviser Distributor understands and agrees that it is a “service provider” to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser Distributor agrees to cooperate fully with the Adviser and the Trust and its Trustees and officers, including the FundTrust’s Chief Compliance Officer (“CCO”), with respect to (i1) any and all compliance-related matters, and (ii2) the Trust’s efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (”, as that term is defined by Rule 38a-1) , by the Trust, the Adviser Trust and the Sub-Adviserits service providers. In this regard, the Sub-Adviser Distributor shall: (1i) submit to the Board for its consideration and approval, prior to commencement of the effective date of this AgreementTrust’s operations, the Sub-AdviserDistributor’s applicable compliance program, it being understood that the Sub-Adviser’s obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s proxy voting policies and procedures; (2ii) submit to the Board for its consideration and approval, annually (and at such other times as the Trust may reasonably request) to the Fund’s CCO and the Adviser for consideration by the Board), a report discussing the adequacy and effectiveness of the Sub-Adviser’s compliance program, and (“Report”) fully describing any material amendments to Distributor’s compliance policies and procedures since the more recent of: (1) the Board’s approval of such compliance program since policies and procedures or (2) the most recent such reportReport; (3iii) provide periodic reports, certifications and information concerning reports discussing the Sub-AdviserDistributor’s compliance program including, but not limited to, and special reports on a timely basis in the followingevent of material compliance matters and material changes to the compliance program; (iiv) Quarterly Compliance Certifications, including any required attachments, no later than the tenth (10th) business day after each calendar quarter; and (ii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth (15th) business day of October each year. (4) provide the Adviser and permit the Trust and its Trustees and officers with reasonable access to information regarding the Sub-Adviser’s compliance program, which access shall include on-site visits become familiar with the Sub-Adviser as Distributor’s operations and understand those aspects of the Distributor’s operations that may be reasonably requested from time expose the Trust to timecompliance risks or lead to a violation by the Trust or the Distributor of the federal securities laws; (5v) permit the Adviser and the Trust and its Trustees and officers to maintain an active working relationship with the Sub-AdviserDistributor’s compliance personnel by, among other things, providing the Adviser and the FundTrust’s CCO and other officers with a specified individual within the Sub-AdviserDistributor’s organization to discuss and address compliance-related matters; (6vi) provide the Adviser and its chief compliance officer and the Trust and its Trustees and officers, including the Fund’s CCO, CCO with such certifications as may be reasonably requested; and (7vii) reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure ’s independent public accountants and shall take all reasonable action in the performance of its obligations under this Agreement to assure that access to all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firmaccountants, to support the expression of the independent registered public accounting firmaccountant’s opinion, opinion and each year provide the Adviser and such independent registered public accounting firm with a copy their review of the most recent SSAE 16 Report prepared by the Sub-Adviser’s independent auditors regarding the Sub-Adviser’s appropriate internal controlscontrols and operations, as such may be required from time to time. (b) b. The Sub-Adviser Distributor represents, warrants and covenants that it has implemented established and shall maintain maintains and enforces a compliance program in accordance system of supervisory control policies and procedures that complies with the requirements of Rule 206(4)-7 under 3012 of the Advisers ActConduct Rules of FINRA and an annual certification program that complies with Rule 3013 of the Conduct Rules of FINRA.

Compliance Matters. (a) The Sub-Adviser understands and agrees that it is a “service provider” to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser and the Trust and its Trustees and officers, including the Fund’s CCO, with respect to (i) any and all compliance-related matters, and (ii) the Trust’s efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (as that term is defined by Rule 38a-1) by the Trust, the Adviser and the Sub-Adviser. In this regard, the Sub-Adviser shall: (1) submit to the Board for its consideration and approval, prior to the effective date of this Agreement, the Sub-Adviser’s compliance programprogram or summaries thereof , it being understood that the Sub-Adviser’s obligation under Section 2(e2(f) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s proxy voting policies and procedures; (2) submit annually (and at such other times as the Trust may reasonably request) to the Fund’s CCO and the Adviser for consideration by the Board, a report discussing the adequacy and effectiveness of the Sub-Adviser’s compliance program, and fully describing any material amendments to such compliance program since the most recent such report; (3) provide periodic reports, certifications and information concerning the Sub-Adviser’s compliance program including, but not limited to, the following; (i) Quarterly Compliance Certifications, including any required attachments, no later than the tenth (10th) business day after each calendar quarter; and (ii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth (15th) business day of October each year. (4) provide the Adviser and the Trust and its Trustees and officers with reasonable access to information regarding the Sub-Adviser’s compliance program, which access shall include on-site visits with the Sub-Adviser as may be reasonably requested from time to time; (5) permit the Adviser and the Trust and its Trustees and officers to maintain an active working relationship with the Sub-Adviser’s compliance personnel by, among other things, providing the Adviser and the Fund’s CCO and other officers with a specified individual within the Sub-Adviser’s organization to discuss and address compliance-related matters; (6) provide the Adviser and its chief compliance officer and the Trust and its Trustees and officers, including the Fund’s CCO, with such certifications as may be reasonably requested; (7) provide a list of any participating affiliate that provides, or assists in providing, services under the Agreement, which includes the identity of the participating affiliate and such other information reasonably requested by the Adviser and its chief compliance officer and the Trust and its Trustees and officers, including the Fund’s CCO; and (7) 8) reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure that all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression of the independent registered public accounting firm’s opinion, and each year provide the Adviser and such independent registered public accounting firm with a copy of the most recent SSAE 16 18 Report (or applicable successor report) prepared by the Sub-Adviser’s independent auditors regarding the Sub-Adviser’s internal controls. (b) The Sub-Adviser represents, warrants and covenants that it has implemented and shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act.

Compliance Matters. (a) The Sub-Adviser understands and agrees that it is a “"service provider” " to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser and the Trust and its Trustees and officers, including the Fund’s 's CCO, with respect to (i) any and all compliance-related matters, and (ii) the Trust’s 's efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “"federal securities laws” " (as that term is defined by Rule 38a-1) by the Trust, the Adviser and the Sub-Adviser. In this regard, the Sub-Adviser shall: (1) submit to the Board for its consideration and approval, prior to the effective date of this Agreement, the Sub-Adviser’s 's compliance program, it being understood that the Sub-Adviser’s 's obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s 's proxy voting policies polices and procedures; (2) submit annually (and at such other times as the Trust may reasonably request) to the Fund’s 's CCO and the Adviser for consideration by the Board, a report discussing the adequacy and effectiveness of the Sub-Adviser’s 's compliance program, and fully describing any material amendments to such compliance program since the most recent such report; (3) provide periodic reports, and certifications and information concerning the Sub-Adviser’s 's compliance program including, but not limited to, the followingfollowing and special reports in the event of material compliance matters; (i) Quarterly Compliance Certifications, including any required attachments, no later than the tenth (10th) business day after each calendar quarter; (ii) Annual Survey to Sub-Advisers, including any required attachments, no later than the tenth (10th) business day of February each year; and (iiiii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth tenth (15th10th) business day of October February each year. (4) provide the Adviser and the Trust and its Trustees and officers with reasonable access to information regarding the Sub-Adviser’s 's compliance program, which access shall include on-site visits with the Sub-Adviser as may be reasonably requested from time to time; (5) permit the Adviser and the Trust and its Trustees and officers to maintain an active working relationship with the Sub-Adviser’s 's compliance personnel by, among other things, providing the Adviser and the Fund’s 's CCO and other officers with a specified individual within the Sub-Adviser’s 's organization to discuss and address compliance-related matters; (6) provide the Adviser and its chief compliance officer and the Trust and its Trustees and officers, including the Fund’s 's CCO, with such certifications as may be reasonably requested; and (7) reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure that all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression of the independent registered public accounting firm’s 's opinion, and each year provide the Adviser and such independent registered public accounting firm with a copy of the most recent SSAE 16 Report prepared by report issued in conjunction with the Sub-Adviser’s independent auditors regarding 's Annual Compliance Review as required by Rule 206(4)-7 of the Sub-Adviser’s internal controlsInvestment Advisers Act of 1940. (b) The Sub-Adviser represents, warrants and covenants that it has implemented and shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act.

Compliance Matters. (a) The Sub-Adviser understands and agrees that it is a “service provider” to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser and the Trust and its Trustees and officers, including the Fund’s CCO, with respect to (i) any and all compliance-related matters, and (ii) the Trust’s efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (as that term is defined by Rule 38a-1) by the Trust, the Adviser and the Sub-Adviser. In this regard, the Sub-Adviser shall: (1) submit to the Board for its consideration and approval, prior to the effective date of this Agreement, the Sub-Adviser’s compliance program, it being understood that the Sub-Adviser’s obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s proxy voting policies and procedures; (2) submit annually (and at such other times as the Trust may reasonably request) to the Fund’s CCO and the Adviser for consideration by the Board, a report discussing the adequacy and effectiveness of the Sub-Adviser’s compliance program, and fully describing any material amendments to such compliance program since the most recent such report; (3) provide periodic reports, certifications and information concerning the Sub-Adviser’s compliance program including, but not limited to, the following; (i) Quarterly Compliance Certifications, including any required attachments, no later than the tenth (10th) business day after each calendar quarter; and (ii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth (15th) business day of October each year. (4) provide the Adviser and the Trust and its Trustees and officers with reasonable access to information regarding the Sub-Adviser’s compliance program, which access shall include on-site visits with the Sub-Adviser as may be reasonably requested from time to time; (5) permit the Adviser and the Trust and its Trustees and officers to maintain an active working relationship with the Sub-Adviser’s compliance personnel by, among other things, providing the Adviser and the Fund’s CCO and other officers with a specified individual within the Sub-Adviser’s organization to discuss and address compliance-related matters; (6) provide the Adviser and its chief compliance officer and the Trust and its Trustees and officers, including the Fund’s CCO, with such certifications as may be reasonably requested; and (7) reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure that all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression of the independent registered public accounting firm’s opinion, and each year provide the Adviser and such independent registered public accounting firm with a copy of the most recent SSAE 16 Report prepared by the Sub-Adviser’s independent auditors regarding the Sub-Adviser’s internal controls. (b) The Sub-Adviser represents, warrants and covenants that it has implemented and shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act.. #498497

Compliance Matters. (a) The Sub-Adviser Advisor understands and agrees that it is a “service provider” provider to the Trust MST, MSTII and @Vantage as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser Advisor agrees to cooperate fully with the Adviser MST, MSTII and the Trust @Vantage and its their Trustees and officers, including the Fund’s CCO, with respect to (i1) any and all compliance-related matters, and (ii2) the Trust’s efforts of MST, MSTII and @Vantage to assure that each of its their service providers adopts adopt and maintains maintain policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (, as that term is defined by Rule 38a-1) , by the TrustMST, the Adviser MSTII, @Vantage and the Sub-AdviserAdvisor. In this regard, the Sub-Adviser Advisor shall: : (1) submit to the Board for its consideration and approval, prior to the effective date of this Agreement, the Sub-Adviser’s Advisors applicable compliance program, it being understood that the Sub-Adviser’s obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s proxy voting policies and procedures; ; (2) submit to the Board for its consideration and approval, annually (and at such other times as the Trust MST, MSTII and @Vantage may reasonably request) to the Fund’s CCO and the Adviser for consideration by the Board), a report discussing the adequacy and effectiveness of the Sub-Adviser’s compliance program, and (Report) fully describing any material amendments to such the Advisors applicable compliance program policies and procedures since the most recent such report; Report; (3) provide periodic reports, certifications and information concerning reports discussing the Sub-Adviser’s Advisors compliance program including, but not limited to, and special reports in the following; (i) Quarterly Compliance Certifications, including any required attachments, no later than the tenth (10th) business day after each calendar quarterevent of material compliance matters; and (ii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth (15th) business day of October each year. (4) provide the Adviser permit MST, MSTII, @Vantage and the Trust and its their Trustees and officers with reasonable access to information regarding the Sub-Adviser’s compliance program, which access shall include on-site visits become familiar with the Sub-Adviser as Advisors operations and understand those aspects of the Advisors operations that may be reasonably requested from time expose MST, MSTII and @Vantage to time; compliance risks or lead to a violation by MST, MSTII, @Vantage or the Advisor of the federal securities laws; (5) permit the Adviser MST, MSTII, @Vantage and the Trust and its their Trustees and officers to maintain an active working relationship with the Sub-Adviser’s Advisors compliance personnel by, among other things, providing the Adviser and the Fund’s CCO and other officers with a specified individual within the Sub-Adviser’s Advisors organization to discuss and address compliance-related matters; ; (6) provide the Adviser MST, MSTII, @Vantage and its chief compliance officer and the Trust and its their Trustees and officers, including the Fund’s CCO, with such certifications as may be reasonably requested; and and (7) reasonably cooperate with any independent registered public accounting firm engaged by MST, MSTII or @Vantage and shall take all reasonable action in the Trust, ensure performance of its obligations under this Agreement to assure that access to all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression of the independent registered public accounting firm’s opinion, firms opinion and each year provide the Adviser and such independent registered public accounting firm with a copy their review of the most recent SSAE 16 Report prepared by the Sub-Adviser’s independent auditors regarding the Sub-Adviser’s appropriate internal controlscontrols and operations, as such may be required from time to time. (b) The Sub-Adviser Advisor represents, warrants and covenants that it has implemented and shall maintain a compliance program in accordance that complies with the requirements of Rule 206(4)-7 under the Advisers Act.

Compliance Matters. (a) The Sub-Adviser understands Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, each Subsidiary of IBTX that is registered with the SEC as an investment adviser under the U.S. Advisers Act of 1940, as amended (the “Advisers Act”, and agrees that it is any such Subsidiary, a “service provider” to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As suchRIA Subsidiary”) is and has been, the Sub-Adviser agrees to cooperate fully with the Adviser and the Trust and its Trustees and officers, including the Fund’s CCO, with respect to (i) any at all times required by applicable law, duly registered as an investment adviser under the Advisers Act and under all compliance-related mattersapplicable state statutes (if required to be so registered under applicable law), and (ii) since December 31, 2021, duly registered and licensed as an investment adviser under all other applicable laws or exempt therefrom. Except for the Trust’s efforts to assure that each RIA Subsidiaries, neither IBTX nor any of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (as that term is defined by Rule 38a-1) by the Trust, the Adviser and the Sub-Adviser. In this regard, the Sub-Adviser shall: (1) submit to the Board for its consideration and approval, prior to the effective date of this Agreement, the Sub-Adviser’s compliance program, it being understood that the Sub-Adviser’s obligation under Section 2(e) of this Agreement to vote all proxies solicited by Subsidiaries provides investment management or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s proxy voting policies and procedures; (2) submit annually (and at such other times as the Trust may reasonably request) to the Fund’s CCO and the Adviser for consideration by the Board, a report discussing the adequacy and effectiveness of the Sub-Adviser’s compliance program, and fully describing any material amendments to such compliance program since the most recent such report; (3) provide periodic reports, certifications and information concerning the Sub-Adviser’s compliance program including, but not limited to, the following; (i) Quarterly Compliance Certificationsinvestment advisory services, including any required attachmentssubadvisory services, no later than the tenth (10th) business day after each calendar quarter; and (ii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth (15th) business day of October each year. (4) provide the Adviser and the Trust and its Trustees and officers with reasonable access to information regarding the Sub-Adviser’s compliance program, which access shall include on-site visits with the Sub-Adviser that involve acting as may be reasonably requested from time to time; (5) permit the Adviser and the Trust and its Trustees and officers to maintain an active working relationship with the Sub-Adviser’s compliance personnel by, among other things, providing the Adviser and the Fund’s CCO and other officers with a specified individual “investment adviser” within the Sub-Adviser’s organization to discuss and address compliance-related matters; (6) provide the Adviser and its chief compliance officer and the Trust and its Trustees and officers, including the Fund’s CCO, with such certifications as may be reasonably requested; and (7) reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure that all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression meaning of the independent Advisers Act (such services, “Investment Advisory Services”) in any jurisdiction or is required to be registered public accounting firm’s opinion, and each year provide under the Adviser and such independent registered public accounting firm with a copy of the most recent SSAE 16 Report prepared by the Sub-Adviser’s independent auditors regarding the Sub-Adviser’s internal controlsAdvisers Act or any applicable law in any jurisdiction. (b) The Sub-Adviser represents, warrants Each RIA Subsidiary has designated and covenants that it has implemented and shall maintain a approved an appropriate chief compliance program officer in accordance with the requirements of Rule 206(4)-7 under the Advisers Act. Each RIA Subsidiary has established in compliance with requirements of applicable law, and maintained in effect at all times required by applicable law since December 31, 2021, (i) written anti-money laundering policies and procedures that incorporate, among other things, a written customer identification program, (ii) a code of ethics and a written policy regarding xxxxxxx xxxxxxx and the protection of material non-public information, (iii) written cyber security and identity theft policies and procedures, (iv) written supervisory procedures and a supervisory control system, (v) written policies and procedures designed to protect non-public personal information about customers, clients and other third parties, (vi) written recordkeeping policies and procedures and (vii) other policies required to be maintained by such RIA Subsidiary under applicable law, including Rules 204A-1 and 206(4)-7 under the Advisers Act, and since December 31, 2021, there has been no material violation of such policies and procedures, except, in each case under clauses (i)-(vii), as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) With respect to each RIA Subsidiary, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) none of such RIA ​ Subsidiary, its control persons, its directors, officers, or employees (other than employees whose functions are solely clerical or ministerial), nor, to the knowledge of IBTX, any of such RIA Subsidiary’s other “associated persons” (as defined in the Advisers Act) is (A) subject to ineligibility pursuant to Section 203 of the Advisers Act to serve as a registered investment adviser or as an “associated person” of a registered investment adviser, (B) subject to disqualification pursuant to Rule 206(4)-1 under the Advisers Act or (C) subject to disqualification under Rule 506(d) of Regulation D under the Securities Act, unless in the case of clause (A), (B) or (C), such RIA Subsidiary or “associated person” has received effective exemptive relief from the SEC with respect to such ineligibility or disqualification, nor (ii) are there any pending or, to the knowledge of IBTX, threatened legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations in writing by any Regulatory Agency or other Governmental Entity that would reasonably be expected to result in the ineligibility or disqualification of such RIA Subsidiary, or any of its “associated persons” to serve in such capacities or that would provide a basis for such ineligibility or disqualification which would reasonably be expected to be, individually or in the aggregate, material to IBTX. (d) Each RIA Subsidiary is, and since December 31, 2021, has been, in compliance with (i) the applicable provisions of the Advisers Act and (ii) all other applicable laws of the jurisdictions in which such RIA Subsidiary acts as an investment adviser, except in each case under the foregoing clauses (i) and (ii) for such matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (e) Each RIA Subsidiary is not prohibited from charging fees to any person pursuant to Rule 206(4)-5 under the Advisers Act or any similar “pay-to-play” rule or requirement, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (f) Each RIA Subsidiary, and any investment advisory program sponsored by each RIA Subsidiary, is in compliance with Rule 3a-4 under the Investment Company Act.

Compliance Matters. (a) The Sub-Adviser understands and agrees that it is a “service provider” to the Trust Company as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser GEAM and the Trust Company and its Trustees directors and officers, including the FundCompany’s Chief Compliance Officer (“CCO”), with respect to (i) any and all compliance-related matters, and (ii) including the TrustCompany’s efforts to assure that each of its service providers adopts and maintains written policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (as that term is defined by Rule 38a-1) by the TrustCompany, the Adviser GEAM and the Sub-Adviser. In this regard, the Sub-Adviser shall: (1i) submit to the Board for its consideration and approval, prior to the effective date of this Agreement, the Sub-Adviser’s applicable compliance program, it being understood that the Sub-Adviser’s obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s proxy voting policies and procedures; (2ii) submit to the Board for its consideration and approval, annually (and at such other times as the Trust Company may reasonably request) to the Fund’s CCO and the Adviser for consideration by the Board), a written report discussing (“Report”) fully describing the adequacy and effectiveness results of the Sub-Adviser’s review of the adequacy of its compliance programpolicies and procedures, including its assessment of the effectiveness of such policies and fully describing procedures and a description of any material amendments to such compliance program policies and procedures since the more recent of: (A) the Board’s approval of such policies and procedures or (B) the most recent such reportReport; (3iii) provide periodic reports, certifications and information concerning reports discussing the Sub-Adviser’s compliance program including, but not limited to, as reasonably requested by GEAM and special reports in the followingevent of material compliance matters; (iiv) Quarterly Compliance Certifications, including any required attachments, no later than the tenth (10th) business day after each calendar quarter; and (ii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth (15th) business day of October each year. (4) provide the Adviser permit GEAM and the Trust Company and its Trustees and officers with reasonable access to information regarding the Sub-Adviser’s compliance program, which access shall include on-site visits with the Sub-Adviser as may be reasonably requested from time to time; (5) permit the Adviser and the Trust and its Trustees directors and officers to maintain an active working relationship become familiar with the Sub-Adviser’s compliance personnel by, among other things, providing the Adviser operations and the Fund’s CCO and other officers with a specified individual within understand those aspects of the Sub-Adviser’s organization operations that may expose GEAM and the Company to discuss and address compliancecompliance risks or lead to a violation by the Company, GEAM or the Sub-related mattersAdviser of the federal securities laws; (6v) provide GEAM, the Adviser Company and its chief compliance officer directors and the Trust and its Trustees and officers, including the Fund’s CCO, CCO with such certifications regarding compliance as may be reasonably requested; and (7vi) reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure that all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression of the independent registered public accounting firm’s opinion, and each year provide the Adviser and such independent registered public accounting firm with a copy of the most recent SSAE 16 Report prepared by make the Sub-Adviser’s independent auditors regarding personnel and compliance policies and procedures reasonably available to such personnel as GEAM and the Company and its directors and officers may designate to evaluate the effectiveness of the Sub-Adviser’s internal compliance controls, policies and procedures. (b) The Sub-Adviser represents, warrants agrees to maintain and covenants that it has implemented and shall maintain implement a compliance program in accordance that complies with the requirements of Rule 206(4)-7 under the Advisers Act.

Compliance Matters. (a) The Sub-Adviser understands and agrees that it is a “service provider” to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser and the Trust and its Trustees and officers, including the Fund’s CCO, with respect to (i) any and all compliance-related matters, and (ii) the Trust’s efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (as that term is defined by Rule 38a-1) by the Trust, the Adviser and the Sub-Adviser. In this regard, the Sub-Adviser shall: (1) submit to the Board for its consideration and approval, prior to the effective date of this Agreement, the Sub-Adviser’s compliance program, it being understood that the Sub-Adviser’s obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s proxy voting policies and procedures; (2) submit annually (and at such other times as the Trust may reasonably request) to the Fund’s CCO and the Adviser for consideration by the Board, a report discussing the adequacy and effectiveness of the Sub-Adviser’s compliance program, and fully describing any material amendments to such compliance program since the most recent such report; (3) provide periodic reports, certifications and information concerning the Sub-Adviser’s compliance program including, but not limited to, the following; (i) Quarterly Compliance Certifications, including any required attachments, no later than the tenth (10th) business day after each calendar quarter; and (ii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth (15th) business day of October each year. (4) provide the Adviser and the Trust and its Trustees and officers with reasonable access to information regarding the Sub-Adviser’s compliance program, which access shall include on-site visits with the Sub-Adviser as may be reasonably requested from time to time; (5) permit the Adviser and the Trust and its Trustees and officers to maintain an active working relationship with the Sub-Adviser’s compliance personnel by, among other things, providing the Adviser and the Fund’s CCO and other officers with a specified individual within the Sub-Adviser’s organization to discuss and address compliance-related matters; (6) provide the Adviser and its chief compliance officer and the Trust and its Trustees and officers, including the Fund’s CCO, with such certifications as may be reasonably requested; (7) provide a list of any participating affiliate which provides, or assists in providing, services under the Agreement, which includes the identity of the participating affiliate and such other information reasonably requested by the Adviser and its chief compliance officer and the Trust and its Trustees and officers, including the Fund’s CCO; and (7) 8) reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure that all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression of the independent registered public accounting firm’s opinion, and each year provide the Adviser and such independent registered public accounting firm with a copy of the most recent SSAE 16 Report prepared by the Sub-Adviser’s independent auditors regarding the Sub-Adviser’s internal controls. (b) The Sub-Adviser represents, warrants and covenants that it has implemented and shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act.

Compliance Matters. (a) The Sub-Adviser understands and agrees that it is a “service provider” to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser GEAM and the Trust and its Trustees trustees and officers, including the FundTrust’s Chief Compliance Officer (“CCO”), with respect to (i) any and all compliance-related matters, and (ii) including the Trust’s efforts to assure that each of its service providers adopts and maintains written policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (as that term is defined by Rule 38a-1) by the Trust, the Adviser GEAM and the Sub-Adviser. In this regard, the Sub-Adviser shall: (1i) submit to the Board for its consideration and approval, prior to the effective date of this Agreement, the Sub-Adviser’s applicable compliance program, it being understood that the Sub-Adviser’s obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Adviser’s proxy voting policies and procedures; (2ii) submit to the Board for its consideration and approval, annually (and at such other times as the Trust may reasonably request) to the Fund’s CCO and the Adviser for consideration by the Board), a written report discussing (“Report”) fully describing the adequacy and effectiveness results of the Sub-Adviser’s review of the adequacy of its compliance programpolicies and procedures, including its assessment of the effectiveness of such policies and fully describing procedures and a description of any material amendments to such compliance program policies and procedures since the more recent of: (A) the Board’s approval of such policies and procedures or (B) the most recent such reportReport; (3iii) provide periodic reports, certifications and information concerning reports discussing the Sub-Adviser’s compliance program including, but not limited to, and special reports in the followingevent of material compliance matters; (iiv) Quarterly Compliance Certifications, including any required attachments, no later than the tenth (10th) business day after each calendar quarter; and (ii) Annual Report on Code of Ethics Matters, including any required attachments, no later than the fifteenth (15th) business day of October each year. (4) provide the Adviser permit GEAM and the Trust and its Trustees and officers with reasonable access to information regarding the Sub-Adviser’s compliance program, which access shall include on-site visits with the Sub-Adviser as may be reasonably requested from time to time; (5) permit the Adviser and the Trust and its Trustees trustees and officers to maintain an active working relationship become familiar with the Sub-Adviser’s compliance personnel by, among other things, providing the Adviser operations and the Fund’s CCO and other officers with a specified individual within any aspects of the Sub-Adviser’s organization operations that is reasonably likely expose GEAM and the Trust to discuss and address compliancecompliance risks or lead to a violation by the Trust, GEAM or the Sub-related mattersAdviser of the federal securities laws; (6v) provide the Adviser and its chief compliance officer and GEAM, the Trust and its Trustees trustees and officers, including the Fund’s CCO, CCO with such certifications regarding compliance as may be reasonably requested; and (7vi) reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure that all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression of the independent registered public accounting firm’s opinion, and each year provide the Adviser and such independent registered public accounting firm with a copy of the most recent SSAE 16 Report prepared by make the Sub-Adviser’s independent auditors regarding personnel and compliance policies and procedures reasonably available to such personnel as GEAM and the Trust and its trustees and officers may designate to evaluate the effectiveness of the Sub-Adviser’s internal compliance controls, policies and procedures. (b) The Sub-Adviser represents, warrants agrees to maintain and covenants that it has implemented and shall maintain implement a compliance program in accordance that complies with the requirements of Rule 206(4)-7 under the Advisers Act.