Common use of Compliance with Applicable Laws and Governing Documents Clause in Contracts

Compliance with Applicable Laws and Governing Documents. In the performance of its duties and obligations under this Agreement or otherwise, the Sub-Advisor shall act in conformity with the Trust’s Declaration of Trust (as it may be amended or modified from time to time), By-Laws (as they may be amended or modified from time to time), procedures and policies (“Policies”) adopted by the Board and/or by the Advisor, the Guidelines, and the Prospectus and with instructions and directions received in writing from the Advisor or the Board and will conform to and comply with the requirements of the 1940 Act, the Advisers Act and, to the extent applicable, the Commodity Exchange Act, as amended (“CEA”), and the rules and regulations adopted under the 1940 Act, the Advisers Act and, to the extent applicable, the CEA, from time to time, the Internal Revenue Code of 1986, as amended (the “Code”), and all applicable federal and state laws and regulations necessary to allow the Trust to qualify as a “regulated investment company” as defined in Subchapter M of the Code. The Sub-Advisor shall maintain compliance procedures and processes that are reasonably designed to ensure compliance with all laws, rules, regulations and requirements applicable to the investment advisor of a closed-end investment company like the Trust under the Advisers Act, including Rule 206(4)-7 thereunder, and the 1940 Act. No supervisory activity undertaken by the Advisor shall limit the Sub-Advisor’s full responsibility for all of its obligations and responsibilities hereunder. To the extent that the CEA and the CFTC regulations require: (A) registration by the Sub-Advisor as a commodity pool operator or commodity trading advisor and/or membership with the National Futures Association (“NFA”) with respect to the Fund, (B) specific disclosure, as applicable to the investors in the Fund, or (C) filing of reports and other documents with respect to the Fund, Sub-Advisor shall promptly and fully comply, or work with the Advisor to take reasonable steps to cause the Trust to comply, with all such requirements. The Advisor shall provide the Sub-Advisor with copies of the Trust’s Declaration of Trust, By-Laws, Policies, the Guidelines, and the Prospectus, and shall provide the Sub-Advisor with reasonable notice of any change in a Fund’s investment objectives, policies and restrictions as stated in the Prospectus or in any Policies or Guidelines adopted by the Board and/or the Advisor, and the Sub-Advisor shall, in the performance of its duties and obligations under this Agreement, manage the Fund’s portfolio in compliance with such documents and changes, provided that the Sub-Advisor has received notice of the effectiveness of such changes from the Fund or the Advisor and any such changes to the investment objectives, policies, restrictions or guidelines for the Fund shall be reasonably acceptable to the Sub-Advisor, provided, further, that any such changes shall be deemed to be acceptable to the Sub-Advisor unless the Sub-Advisor has provided the Advisor written notice within seven (7) business days of receiving such documents that any of the changes are not reasonably acceptable. In addition to such notice, the Advisor shall provide to the Sub-Advisor a copy of a modified Prospectus reflecting such changes. The Sub-Advisor shall not delegate investment advisory services to any third-party concerning transactions for a Fund without the prior written consent of the Advisor or the Board.

Compliance with Applicable Laws and Governing Documents. In the performance of its duties and obligations under this Agreement or otherwise, the Sub-Advisor SubAdviser shall act in conformity with the Trust’s Fund's Declaration of Trust (as it may be amended or modified from time to time), By-Laws (as they may be amended or modified from time to time), procedures and policies (“Policies”) adopted by the Board and/or by the AdvisorAdviser and/or SubAdviser, the Guidelines, and the Prospectus and with the instructions and directions received in writing from the Advisor Adviser, SubAdviser or the Board and will conform to and comply with the requirements of the 1940 Act, the Advisers Act and, to the extent applicableAct, the Commodity Exchange Act, as amended (“CEA”), ) and the rules and regulations adopted under the 1940 Act, the Advisers Act and, to the extent applicable, the CEA, thereunder from time to time, the Internal Revenue Code of 1986, as amended (the “"Code”"), and all applicable federal and state laws and regulations necessary to allow the Trust Fund to qualify as a “"regulated investment company” " as defined in Subchapter M of the Code. The Sub-Advisor SubAdviser shall maintain compliance procedures and processes for the Fund that are reasonably designed to ensure the Fund’s compliance with all lawsthe foregoing, rulesand to enable the Fund to satisfy the requirements of Rule 38a-1 under the 1940 Act and to enable the Sub-SubAdviser, regulations and requirements applicable and, with respect to the investment advisor of a closedSub-end investment company like SubAdviser’s activities for the Trust Fund, the SubAdviser and the Adviser, to comply with Rule 206(4)-7 under the Advisers Act. Notwithstanding the foregoing, including Rule 206(4)-7 thereunder, the Adviser and SubAdviser shall remain responsible for the Fund's overall compliance with the 1940 Act, the Code and all other applicable federal and state laws and regulations and shall oversee and provide guidance, upon request, with respect to the Sub-SubAdviser's compliance with its obligations with respect to the Allocated Assets. The Sub-SubAdviser shall cooperate fully with the Fund’s Chief Compliance Officer in executing its responsibilities to monitor service providers of the Fund pursuant to Rule 38a-1 under the 1940 Act, including but not limited to providing compliance and reporting information as reasonably requested by the Adviser, SubAdviser and the Board. No supervisory activity undertaken by the Advisor SubAdviser or the Adviser shall limit the Sub-AdvisorSubAdviser’s full responsibility for all of its obligations and responsibilities hereunder. To The Sub-SubAdviser shall not invest any of the extent Allocated Assets in any investment that the CEA and the CFTC regulations require: (A) registration by the Sub-Advisor SubAdviser knows or reasonably should know based on the terms of the constituent documents of the investment, or language in the offering memorandum, prospectus or other offering material, may not be purchased or held by open-end management investment companies registered under the 1940 Act or regulated investment companies under Subchapter M of the Code, unless such investment may be made after meeting applicable conditions (such as obtaining a commodity pool operator waiver) and the Sub-SubAdviser has first notified the SubAdviser to discuss an appropriate course of action and has caused or commodity trading advisor and/or membership enabled the Fund to comply with such conditions. The Sub-SubAdviser shall not obtain investment advisory services from any third party concerning transactions for the National Futures Association (“NFA”) with respect to Allocated Assets of the Fund, (B) specific disclosure, as applicable to the investors in the Fund, or (C) filing of reports and other documents with respect to the Fund, Sub-Advisor shall promptly and fully comply, or work with the Advisor to take reasonable steps to cause the Trust to comply, with all such requirements. The Advisor shall SubAdviser will provide the Sub-Advisor SubAdviser with copies of the Trust’s Declaration of Trust, By-Laws, Policies, the Guidelines, and the Prospectus, and shall provide the Sub-Advisor with reasonable advance notice of any change in a the Fund’s 's investment objectives, policies and restrictions as stated in the Prospectus or in any Policies or Guidelines adopted by the Board and/or the AdvisorAdviser and/or SubAdviser, or any change in the Guidelines, and the Sub-Advisor SubAdviser shall, in the performance of its duties and obligations under this Agreement, manage the Fund’s portfolio Allocated Assets in compliance with such documents and changes, provided that the Sub-Advisor has received notice of the effectiveness of such changes from the Fund or the Advisor and any such changes to the investment objectives, policies, restrictions or guidelines for the Fund shall be reasonably acceptable to the Sub-Advisor, provided, further, that any such changes shall be deemed to be acceptable to the Sub-Advisor unless the Sub-Advisor has provided the Advisor written notice within seven (7) business days of receiving such documents that any of the changes are not reasonably acceptable. In addition to such notice, the Advisor SubAdviser shall provide to the Sub-Advisor SubAdviser a copy of a modified Prospectus reflecting such changes. The SubAdviser acknowledges and agrees that, provided that the Sub-Advisor SubAdviser has provided the SubAdviser with complete, accurate and timely information regarding the Sub-SubAdviser's activities relating to the Fund, the Prospectus will at all times be in compliance with all disclosure requirements under all applicable federal and state laws and regulations relating to the Fund, including, without limitation, the 1940 Act, the Securities Act of 1933, as amended (the “1933 Act”) and the rules and regulations thereunder, and that the Sub-SubAdviser shall have no liability in connection therewith, except as to the accuracy of material information furnished in writing by the Sub-SubAdviser to the Fund or to the SubAdviser specifically for inclusion in the Prospectus, or information which was provided to the Sub-SubAdviser to review and which Sub-SubAdviser approved as to the accuracy of such information or if the Sub-SubAdviser does not delegate investment advisory services respond in a timely manner will be deemed to any thirdhave approved the accuracy of such information as described below. The Sub-party concerning transactions SubAdviser hereby agrees to provide to the SubAdviser in a timely manner such information relating to the Sub-SubAdviser and its relationship to, and actions for, the Fund as may be required to be contained in the Prospectus. The Sub-SubAdviser shall have seven (7) business days to review all disclosure about the Fund and the Sub-SubAdviser contained in the Fund's Prospectus and certain advertisements for a Fund without the prior written consent accuracy and shall approve or disapprove of the Advisor or the Boardsuch disclosure within seven (7) business days of receiving such disclosure. The Sub-SubAdviser's failure to respond within such time shall be deemed to constitute Sub-SubAdviser's approval of such disclosure.

Compliance with Applicable Laws and Governing Documents. In the performance of its duties and obligations under this Agreement or otherwiseAgreement, the Sub-Advisor shall with respect to Sub-Advisor Assets, act in conformity with the Trust’s 's Declaration of Trust (as it may be amended or modified from time to timeand By-Laws, the Prospectus(es), By-Laws (as they may be amended or modified from time to time), procedures and policies (“Policies”) adopted by the Board and/or by the Advisor, the Guidelines, and the Prospectus and with the instructions and directions received in writing from the Advisor or the Board Trustees of the Trust and will conform to and comply with the requirements of the 1940 Act, the Advisers Act and, to the extent applicable, the Commodity Exchange Act, as amended (“CEA”), and the rules and regulations adopted under the 1940 Act, the Advisers Act and, to the extent applicable, the CEA, from time to time, the Internal Revenue Code of 1986, as amended (the “"Code”"), and all other applicable federal and state laws and regulations necessary to allow the Trust to qualify as a “regulated investment company” as defined in Subchapter M of the Code. The Sub-Advisor shall maintain compliance procedures and processes that are reasonably designed to ensure compliance with all laws, rules, regulations and requirements applicable to the investment advisor of a closed-end investment company like the Trust under the Advisers Act, including Rule 206(4)-7 thereunder, and the 1940 Act. No supervisory activity undertaken by the Advisor shall limit the Sub-Advisor’s full responsibility for all of its obligations and responsibilities hereunder. To the extent that the CEA and the CFTC regulations require: (A) registration by the Sub-Advisor as a commodity pool operator or commodity trading advisor and/or membership with the National Futures Association (“NFA”) with respect to the Fund, (B) specific disclosure, as applicable to the investors in the Fund, or (C) filing of reports and other documents with respect to the Fund, Sub-Advisor shall promptly and fully comply, or work with the Advisor to take reasonable steps to cause the Trust to comply, with all such requirementsregulations. The Advisor shall will provide the Sub-Advisor with a copy of the minutes of the meetings of the Board of Trustees of the Trust to the extent they may affect a Fund or the duties of the Sub-Advisor, and with the copies of the Trust’s Declaration of Trust, By-Laws, Policies, the Guidelinesany financial statements or reports made by a Fund to its shareholders, and any further materials or information which the Prospectus, and shall Sub-Advisor may reasonably request to enable it to perform its functions under this Agreement. The Advisor hereby agrees that it will cause the Trust to agree that no shares of any fund whose assets consist at any time or Sub-Advisor Assets will be marketed or knowingly sold to any plan established or which is tax-exempt under Section 457 of the Internal Revenue Code (Governmental Plans). The Advisor will provide the Sub-Advisor with reasonable notice (30 days) advance notice, in writing, of any change in a Fund’s 's investment objectives, policies and restrictions as stated in the Prospectus or in any Policies or Guidelines adopted by the Board and/or the AdvisorProspectus, and the Sub-Advisor shall, in the performance of its duties and obligations under this Agreement, manage the Fund’s portfolio in compliance Sub-Advisor Assets consistent with such documents and changes, provided that the Sub-Advisor has received such prior notice of the effectiveness of such changes from the Fund Trust or the Advisor and any such changes to the investment objectives, policies, restrictions or guidelines for the Fund shall be reasonably acceptable to the Sub-Advisor, provided, further, that any such changes shall be deemed to be acceptable to the Sub-Advisor unless the Sub-Advisor has provided the Advisor written notice within seven (7) business days of receiving such documents that any of the changes are not reasonably acceptable. In addition to such notice, the Advisor shall provide to the Sub-Advisor a copy of a modified Prospectus reflecting such changes. The Sub-Advisor shall not delegate investment advisory services will at all times be in compliance with all disclosure requirements under all applicable federal and state laws and regulations relating to any third-party concerning transactions for the Trust or a Fund without with respect to the prior written consent Sub-Advisor Assets, and as to the accuracy of material information furnished in writing by the Sub-Advisor to the Trust, to the Fund or to the Advisor specifically for inclusion in the Prospectus. The Sub-Advisor hereby agrees to provide to the Advisor in a timely manner, in writing, such information relating to the Sub-Advisor and its relationship to, and actions for, a Fund as may be required to be contained in the Prospectus or in the Trust's registration statement on Form N-1A. The Advisor shall provide the Sub-Advisor with complete copies of each Registration Statement, Application for Exemptive Relief, No Action Relief or any Order or Response thereafter made with the Securities and Exchange Commission or the BoardInternal Revenue Service with respect to the Trust, Sub-Advisor Assets, or any Fund which has Sub-Advisor Assets, promptly after each filing is made.

Compliance with Applicable Laws and Governing Documents. In the performance of its duties and obligations under this Agreement or otherwiseAgreement, the Sub-Advisor Adviser shall with respect to Sub-Adviser Assets, act in conformity with the Trust’s Declaration of Trust and By Laws (as it may be amended or modified from time to timeeach dated November 27, 2007), By-Laws (as they may be amended or modified from time to time), procedures and policies (“Policies”) adopted by the Board and/or by the Advisor, the GuidelinesProspectus, and the Prospectus and with instructions and directions received in writing from the Advisor or the Board and Instructions, will conform to and comply with the applicable requirements of the 1940 Act, the Advisers Act andAct, and all other applicable federal and state laws and regulations, and will use reasonable efforts to ensure that each Fund (to the extent applicable, of the Commodity Exchange Act, as amended (“CEA”), respective Sub-Adviser Assets) complies with the gross income and the rules diversification requirements of Sections 851(b)(2) and regulations adopted under the 1940 Act, the Advisers Act and, to the extent applicable, the CEA, from time to time, 851(b)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), and all applicable federal and state laws and regulations necessary to allow the Trust to qualify as a “regulated investment company” as defined in Subchapter M of the Code. The Sub-Advisor shall maintain compliance procedures and processes that are reasonably designed to ensure compliance with all laws, rules, regulations and requirements applicable to the investment advisor of a closed-end investment company like the Trust under the Advisers Act, including Rule 206(4)-7 thereunder, and the 1940 Act. No supervisory activity undertaken by the Advisor shall limit Adviser will provide the Sub-Advisor’s full responsibility for all Adviser with a copy of its obligations and responsibilities hereunder. To the minutes of the meetings of the Board to the extent that they may affect a Fund or the CEA and the CFTC regulations require: (A) registration by duties of the Sub-Advisor as a commodity pool operator or commodity trading advisor and/or membership Adviser, and with the National Futures Association (“NFA”) with respect copies of any financial statements or reports made by a Fund to its shareholders, and any further materials or information which the Fund, (B) specific disclosure, as applicable to the investors in the Fund, or (C) filing of reports and other documents with respect to the Fund, Sub-Advisor shall promptly and fully comply, or work with the Advisor Adviser may reasonably request to take reasonable steps enable it to cause the Trust to comply, with all such requirementsperform its functions under this Agreement. The Advisor Adviser shall provide the Sub-Advisor with copies of Adviser such information as may reasonably be necessary for the Trust’s Declaration of Trust, BySub-Laws, Policies, Adviser to fulfill its compliance obligations under the Guidelines, and the Prospectus, and shall immediately previous paragraph. The Adviser will provide the Sub-Advisor Adviser with reasonable notice (not less than 45 days) advance notice, in writing, of any change in a Fund’s investment objectives, policies and restrictions as stated in the Prospectus or in any Policies or Guidelines adopted by the Board and/or the AdvisorProspectus, and the Sub-Advisor Adviser shall, in the performance of its duties and obligations under this Agreement, manage the Fund’s portfolio in compliance Sub-Adviser Assets consistent with such documents and changes, provided that the Sub-Advisor has received notice of the effectiveness of such changes from the Fund or the Advisor and any such changes to the investment objectives, policies, restrictions or guidelines for the Fund shall be reasonably acceptable to the Sub-Advisor, provided, further, that any such changes shall be deemed to be acceptable to the Sub-Advisor unless the Sub-Advisor has provided the Advisor written notice within seven (7) business days of receiving such documents that any of the changes are not reasonably acceptable. In addition to such notice, the Advisor Adviser shall provide to the Sub-Advisor Adviser a copy of a modified Prospectus reflecting such changes. The Sub-Advisor shall Adviser hereby agrees to provide to the Adviser in a timely manner, in writing, upon the Adviser’s written request, such information relating to the Sub-Adviser and its relationship to, and actions for, a Fund required by law to be contained in the Prospectus or in the Trust’s registration statement on Form N-1A, as the same may be amended from time to time (“Registration Statement”). The Sub-Adviser agrees that any such information provided to the Adviser specifically for inclusion in the Prospectus will be accurate in all material respects and not delegate investment advisory services contain any omission of a material fact known or which should have been known to the Sub-Adviser and was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Sub-Adviser or to any third-party concerning transactions for a Fund without the prior written consent affiliated person of the Advisor Sub-Adviser by the Adviser or the BoardTrust. The Adviser shall provide the Sub-Adviser with complete copies of each Registration Statement, application for exemptive relief, request for no-action relief or any order or response thereafter made with the SEC or the Internal Revenue Service with respect to the Trust, Sub-Adviser Assets, or any Fund that has Sub-Adviser Assets, promptly after each filing or document is made or submitted.

Compliance with Applicable Laws and Governing Documents. In the performance of its duties and obligations under this Agreement or otherwise, the Sub-Advisor shall act in conformity with the TrustFund’s Declaration of Trust (as it may be amended or modified from time to time), By-Laws (as they may be amended or modified from time to time), procedures and policies (“Policies”) adopted by the Board and/or by the Advisor, the Guidelines, and the Prospectus and with instructions and directions received in writing from the Advisor or the Board and will conform to and comply with the requirements of the 1940 Act, the Advisers Act and, to the extent applicable, the Commodity Exchange Act, as amended (“CEA”), and the rules and regulations adopted under the 1940 Act, the Advisers Act and, to the extent applicable, the CEA, from time to time, the Internal Revenue Code of 1986, as amended (the “Code”), and all applicable federal and state laws and regulations necessary to allow the Trust Fund to qualify as a “regulated investment company” as defined in Subchapter M of the Code. The Sub-Advisor shall maintain compliance procedures and processes that are reasonably designed to ensure compliance with all laws, rules, regulations and requirements applicable to the investment advisor of a closed-end investment company like the Trust Fund under the Advisers Act, including Rule 206(4)-7 thereunder, and the 1940 Act. No supervisory activity undertaken by the Advisor shall limit the Sub-Advisor’s full responsibility for all of its obligations and responsibilities hereunder. To the extent that the CEA and the CFTC regulations require: (A) registration by the Sub-Advisor as a commodity pool operator or commodity trading advisor and/or membership with the National Futures Association (“NFA”) with respect to the Fund, (B) specific disclosure, as applicable to the investors in the Fund, or (C) filing of reports and other documents with respect to the Fund, Sub-Advisor shall promptly and fully comply, or work with the Advisor to take reasonable steps to cause the Trust Fund to comply, with all such requirements. The Advisor shall provide the Sub-Advisor with copies of the TrustFund’s Declaration of Trust, By-Laws, Policies, the Guidelines, and the Prospectus, and shall provide the Sub-Advisor with reasonable notice of any change in a the Fund’s investment objectives, policies and restrictions as stated in the Prospectus or in any Policies or Guidelines adopted by the Board and/or the Advisor, and the Sub-Advisor shall, in the performance of its duties and obligations under this Agreement, manage the Fund’s portfolio in compliance with such documents and changes, provided that the Sub-Advisor has received notice of the effectiveness of such changes from the Fund or the Advisor and any such changes to the investment objectives, policies, restrictions or guidelines for the Fund shall be reasonably acceptable to the Sub-Advisor, provided, further, that any such changes shall be deemed to be acceptable to the Sub-Advisor unless the Sub-Advisor has provided the Advisor written notice within seven (7) business days of receiving such documents that any of the changes are not reasonably acceptable. In addition to such notice, the Advisor shall provide to the Sub-Advisor a copy of a modified Prospectus reflecting such changes. The Sub-Advisor shall not delegate investment advisory services to any third-party concerning transactions for a the Fund without the prior written consent of the Advisor or the Board.

Compliance with Applicable Laws and Governing Documents. In the performance of its duties and obligations under this Agreement or otherwise, the Sub-Advisor SubAdviser shall act in conformity with the Trust’s 's Declaration of Trust (as it may be amended or modified from time to time)Trust, By-Laws (as they may be amended or modified from time to time)Laws, procedures and policies (“Policies”) adopted by the Board of the Trust and/or by the Advisor, the Guidelines, Adviser and the Prospectus and with the instructions and directions received in writing from the Advisor Adviser or the Board Trustees of the Trust and will conform to and comply with the requirements of the 1940 Act, the Advisers Act and, to the extent applicable, the Commodity Exchange Act, as amended (“CEA”), and the rules and regulations adopted under the 1940 Act, the Advisers Act and, to the extent applicable, the CEA, from time to time, the Internal Revenue Code of 1986, as amended (the “"Code”"), and all other applicable federal and state laws and regulations necessary to allow the Trust Fund to qualify as a “"regulated investment company” " as defined in Subchapter M of the Code. The Sub-Advisor shall maintain compliance procedures and processes that are reasonably designed Notwithstanding the foregoing, the Adviser shall, subject to ensure the SubAdviser's compliance with all lawsits obligations, rules, regulations and requirements applicable to remain responsible for the investment advisor of a closed-end investment company like the Trust under the Advisers Act, including Rule 206(4)-7 thereunder, and Fund's overall compliance with the 1940 Act, the Code and all other applicable federal and state laws and regulations. No supervisory activity undertaken by The Adviser will provide the Advisor shall limit SubAdviser with a copy of the Sub-Advisor’s full responsibility for all Prospectus and those portions of its obligations and responsibilities hereunder. To the extent that minutes of the CEA and meetings of the CFTC regulations require: (A) registration by the Sub-Advisor as a commodity pool operator or commodity trading advisor and/or membership with the National Futures Association (“NFA”) with respect to the Fund, (B) specific disclosure, as applicable to the investors in the Fund, or (C) filing Board of reports and other documents with respect to the Fund, Sub-Advisor shall promptly and fully comply, or work with the Advisor to take reasonable steps to cause Trustees of the Trust to complythe extent they may materially affect the duties of the SubAdviser, and with all such requirementsthe copies of any financial statements or reports made by the Fund to its shareholders, and any further materials or information which the SubAdviser may reasonably request to enable it to perform its functions under this Agreement. The Advisor shall Adviser will provide the Sub-Advisor SubAdviser with copies of the Trust’s Declaration of Trust, By-Laws, Policies, the Guidelines, and the Prospectus, and shall provide the Sub-Advisor with reasonable advance notice of any change in a the Fund’s 's investment objectives, policies and restrictions as stated in the Prospectus or in any Policies or Guidelines procedures and policies adopted by the Board of the Trust and/or the AdvisorAdviser, and the Sub-Advisor SubAdviser shall, in the performance of its duties and obligations under this Agreement, manage the Fund’s 's portfolio investments in compliance with such documents and changes, provided that the Sub-Advisor SubAdviser has received prompt notice of the effectiveness of such changes from the Fund Trust or the Advisor and any such changes to the investment objectives, policies, restrictions or guidelines for the Fund shall be reasonably acceptable to the Sub-Advisor, provided, further, that any such changes shall be deemed to be acceptable to the Sub-Advisor unless the Sub-Advisor has provided the Advisor written notice within seven (7) business days of receiving such documents that any of the changes are not reasonably acceptableAdviser. In addition to such notice, the Advisor Adviser shall provide to the Sub-Advisor SubAdviser a copy of a modified Prospectus reflecting such changes. The Sub-Advisor shall not delegate investment advisory services Adviser acknowledges and agrees that, provided the SubAdviser has provided the Adviser with complete, accurate and timely information regarding the SubAdviser's activities relating to any third-party concerning transactions for a Fund without the prior written consent of Fund, the Advisor Prospectus will at all times be in compliance with all disclosure requirements under all applicable federal and state laws and regulations relating to the Trust or the BoardFund, including, without limitation, the 1940 Act, and the rules and regulations thereunder, and that the SubAdviser shall have no liability in connection therewith, except as to the accuracy of material information furnished in writing by the SubAdviser to the Fund or to the Adviser specifically for inclusion in the Prospectus, or information which was provided to the SubAdviser to review and SubAdviser approved as to the accuracy of such material or is deemed to have approved the accuracy of such material as described below. The SubAdviser hereby agrees to provide to the Adviser in a timely manner such information relating to the SubAdviser and its relationship to, and actions for, the Fund as may be required to be contained in the Prospectus or in the Trust's registration statement on Form N-1A. The SubAdviser shall review all disclosure about the Fund and the SubAdviser contained in the Fund's Prospectus and Statement of Additional Information and certain advertisements for accuracy and shall approve or disapprove of such disclosure within five (5) business days of receiving such disclosure. Any failure by SubAdviser to respond within such five (5) business day period shall be deemed to constitute SubAdviser's approval of such disclosure.

Compliance with Applicable Laws and Governing Documents. In the performance of its duties and obligations under this Agreement or otherwiseAgreement, the Sub-Advisor shall with respect to Sub-Advisor Assets, act in conformity with the material and applicable portions of the Trust’s 's Declaration of Trust (as it may be amended or modified from time to time), and By-Laws (as they may be amended or modified from time to time)Laws, procedures all applicable provisions of the the Prospectus(es) and policies (“Policies”) adopted by the Board and/or by the Advisor, the GuidelinesStatements of Additional Information, and with the Prospectus and with instructions and directions received in writing from the Advisor or the Board Trustees of the Trust and will conform to and comply with the requirements of the 1940 Act, the Advisers Act and, to the extent applicable, the Commodity Exchange Advisors Act, as amended (“CEA”), and the rules and regulations adopted under the 1940 Act, the Advisers Act and, to the extent applicable, the CEA, from time to time, the Internal Revenue Code of 1986, as amended (the “"Code”"), and all other applicable federal and state laws and regulations necessary to allow the Trust to qualify as a “regulated investment company” as defined in Subchapter M of the Code. The Sub-Advisor shall maintain compliance procedures and processes that are reasonably designed to ensure compliance with all laws, rules, regulations and requirements applicable to the investment advisor of a closed-end investment company like the Trust under the Advisers Act, including Rule 206(4)-7 thereunder, and the 1940 Act. No supervisory activity undertaken by the Advisor shall limit the Sub-Advisor’s full responsibility for all of its obligations and responsibilities hereunder. To the extent that the CEA and the CFTC regulations require: (A) registration by the Sub-Advisor as a commodity pool operator or commodity trading advisor and/or membership with the National Futures Association (“NFA”) with respect to the Fund, (B) specific disclosure, as applicable to the investors in the Fund, or (C) filing of reports and other documents with respect to the Fund, Sub-Advisor shall promptly and fully comply, or work with the Advisor to take reasonable steps to cause the Trust to comply, with all such requirementsregulations. The Advisor shall will provide the Sub-Advisor with a copy of the minutes of the meetings of the Board of Trustees of the Trust to the extent they may affect a Fund or the duties of the Sub-Advisor, and with the copies of the Trust’s Declaration of Trust, By-Laws, Policies, the Guidelinesany financial statements or reports made by a Fund to its shareholders, and any further materials or information which the Prospectus, and shall Sub-Advisor may reasonably request to enable it to perform its functions under this Agreement. The Advisor will provide the Sub-Advisor with reasonable advance notice of any change in a Fund’s 's investment objectives, policies and restrictions as stated in the Prospectus or in any Policies or Guidelines adopted by the Board and/or the AdvisorProspectus, and the Sub-Advisor shall, in the performance of its duties and obligations under this Agreement, manage the Fund’s portfolio in compliance Sub-Advisor Assets consistent with such documents and changes, provided that the Sub-Advisor has received prior notice of the effectiveness of such changes from the Fund Trust or the Advisor and any such changes to the investment objectives, policies, restrictions or guidelines for the Fund shall be reasonably acceptable to the Sub-Advisor, provided, further, that any such changes shall be deemed to be acceptable to the Sub-Advisor unless the Sub-Advisor has provided the Advisor written notice within seven (7) business days of receiving such documents that any of the changes are not reasonably acceptable. In addition to such notice, the Advisor shall provide to the Sub-Advisor a copy of a modified Prospectus reflecting such changes. The Sub-Advisor shall not delegate investment advisory services will at all times be in compliance with all disclosure requirements under all applicable federal and state laws and regulations relating to any third-party concerning transactions for the Trust or a Fund without with respect to the prior written consent Sub-Advisor Assets, and as to the accuracy of material information furnished in writing by the Sub-Advisor to the Trust, to the Fund or to the Advisor specifically for inclusion in the Prospectus. The Sub-Advisor hereby agrees to provide to the Advisor in a timely manner such information relating to the Sub-Advisor and its relationship to, and actions for, a Fund as may be required to be contained in the Prospectus or in the Board.Trust's registration statement on Form N-1A.

Compliance with Applicable Laws and Governing Documents. In the performance of its duties and obligations under this Agreement or otherwise, the Sub-Advisor Adviser shall act in conformity with the Trust’s Declaration of Trust (as it may be amended or modified from time to time)Trust, By-Laws (as they may be amended or modified from time to time)Laws, procedures and policies (“Policies”) adopted by the Board of the Trust and/or by the Advisor, the Guidelines, Adviser and the Prospectus and with the instructions and directions received in writing from the Advisor Adviser or the Board Trustees of the Trust and will conform to and comply with the requirements of the 1940 Act, the Advisers Act and, to the extent applicable, the Commodity Exchange Act, as amended (“CEA”), and the rules and regulations adopted under the 1940 Act, the Advisers Act and, to the extent applicable, the CEA, from time to time, the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations necessary to allow the Trust Fund to qualify as a “regulated investment company” as defined in Subchapter M of the CodeCode (which currently requires that, at the close of each quarter of the taxable year, (A) at least 50 percent of the value of the Fund’s total assets is represented by (i) cash and cash items (including receivables), government securities and securities of other regulated investment companies, and (ii) other securities for purposes of this calculation limited in respect of any one issuer to an amount not greater in value than 5 percent of the value of the total assets of the Fund and to not more than 10 percent of the outstanding voting securities of such issuer, and (B) not more than 25 percent of the value of its total assets is invested in the securities other than government securities or the securities of other regulated investment companies of any one issuer). The Notwithstanding the foregoing, the Adviser shall, subject to the Sub-Advisor shall maintain compliance procedures and processes that are reasonably designed to ensure Adviser’s compliance with all lawsits obligations, rules, regulations and requirements applicable to remain responsible for the investment advisor of a closed-end investment company like the Trust under the Advisers Act, including Rule 206(4)-7 thereunder, and Fund’s overall compliance with the 1940 Act. No supervisory activity undertaken by , the Advisor shall limit the Sub-Advisor’s full responsibility for Code and all of its obligations other applicable federal and responsibilities hereunder. To the extent that the CEA state laws and the CFTC regulations require: (A) registration by the Sub-Advisor as a commodity pool operator or commodity trading advisor and/or membership with the National Futures Association (“NFA”) with respect to the Fund, (B) specific disclosure, as applicable to the investors in the Fund, or (C) filing of reports and other documents with respect to the Fund, Sub-Advisor shall promptly and fully comply, or work with the Advisor to take reasonable steps to cause the Trust to comply, with all such requirementsregulations. The Advisor shall Adviser will provide the Sub-Advisor Adviser with a copy of those portions of the minutes of the meetings of the Board of Trustees of the Trust to the extent they may materially affect the duties of the Sub-Adviser, and with the copies of any financial statements or reports made by the Trust’s Declaration of Trust, By-Laws, Policies, the GuidelinesFund to its shareholders, and any further materials or information which the Prospectus, and shall Sub-Adviser may reasonably request to enable it to perform its functions under this Agreement. The Adviser will provide the Sub-Advisor Adviser with reasonable advance notice of any change in a the Fund’s investment objectives, policies and restrictions as stated in the Prospectus or in any Policies or Guidelines procedures and policies adopted by the Board of the Trust and/or the AdvisorAdviser, and the Sub-Advisor Adviser shall, in the performance of its duties and obligations under this Agreement, manage the Fund’s portfolio investments in compliance with such documents and changes, provided that the Sub-Advisor Adviser has received prompt notice of the effectiveness of such changes from the Fund or the Advisor and any such changes to the investment objectives, policies, restrictions or guidelines for the Fund shall be reasonably acceptable to the Sub-Advisor, provided, further, that any such changes shall be deemed to be acceptable to the Sub-Advisor unless the Sub-Advisor has provided the Advisor written notice within seven (7) business days of receiving such documents that any of the changes are not reasonably acceptableAdviser. In addition to such notice, the Advisor Adviser shall provide to the Sub-Advisor Adviser a copy of a modified Prospectus reflecting such changes. The Adviser acknowledges and agrees that, provided that the Sub-Advisor Adviser has provided the Adviser with complete, accurate and timely information regarding the Sub-Adviser’s activities relating to the Fund, the Prospectus will at all times be in compliance with all disclosure requirements under all applicable federal and state laws and regulations relating to the Fund, including, without limitation, the 1940 Act, and the rules and regulations thereunder, and that the Sub-Adviser shall have no liability in connection therewith, except as to the accuracy of material information furnished in writing by the Sub-Adviser to the Fund or to the Adviser specifically for inclusion in the Prospectus, or information which was provided to the Sub-Adviser to review and which Sub-Adviser approved as to the accuracy of such information or if the Sub-Adviser does not delegate investment advisory services promptly respond will be deemed to any thirdhave approved the accuracy of such information as described below. The Sub-party concerning transactions Adviser hereby agrees to provide to the Adviser in a timely manner such information relating to the Sub-Adviser and its relationship to, and actions for, the Fund as may be required to be contained in the Prospectus or in the Fund’s registration statement on Form N-1A. The Sub-Adviser shall have seven (7) business days to review all disclosure about the Fund and the Sub-Adviser contained in the Fund’s Prospectus and Statement of Additional Information and certain advertisements for a Fund without accuracy and shall approve or disapprove of such disclosure within seven (7) business days of receiving such disclosure. After the prior expiration of seven (7) business days, the Adviser shall provide the Sub-Adviser an additional five (5) business days to respond, such additional five (5) business days to commence upon written consent notice from the Adviser. The Sub-Adviser’s failure to respond within such time shall be deemed to constitute Sub-Adviser’s approval of the Advisor or the Boardsuch disclosure.

Compliance with Applicable Laws and Governing Documents. In the performance of its duties and obligations under this Agreement or otherwiseAgreement, the Sub-Advisor shall with respect to Sub-Advisor Assets, act in conformity with the Trust’s Declaration of Trust (as it may be amended or modified from time to timeand By-Laws, the Prospectus(es), By-Laws (as they may be amended or modified from time to time), procedures and policies (“Policies”) adopted by the Board and/or by the Advisor, the Guidelines, and the Prospectus and with the instructions and directions received in writing from the Advisor or the Board Trustees of the Trust and will conform to and comply with the requirements of the 1940 Act, the Advisers Act and, to the extent applicable, the Commodity Exchange Act, as amended (“CEA”), and the rules and regulations adopted under the 1940 Act, the Advisers Act and, to the extent applicable, the CEA, from time to time, the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations necessary to allow the Trust to qualify as a “regulated investment company” as defined in Subchapter M of the Code. The Sub-Advisor shall maintain compliance procedures and processes that are reasonably designed to ensure compliance with all laws, rules, regulations and requirements applicable to the investment advisor of a closed-end investment company like the Trust under the Advisers Act, including Rule 206(4)-7 thereunder, and the 1940 Act. No supervisory activity undertaken by the Advisor shall limit the Sub-Advisor’s full responsibility for all of its obligations and responsibilities hereunder. To the extent that the CEA and the CFTC regulations require: (A) registration by the Sub-Advisor as a commodity pool operator or commodity trading advisor and/or membership with the National Futures Association (“NFA”) with respect to the Fund, (B) specific disclosure, as applicable to the investors in the Fund, or (C) filing of reports and other documents with respect to the Fund, Sub-Advisor shall promptly and fully comply, or work with the Advisor to take reasonable steps to cause the Trust to comply, with all such requirementsregulations. The Advisor shall will provide the Sub-Advisor with a copy of the minutes of the meetings of the Board of Trustees of the Trust to the extent they may affect a Fund or the duties of the Sub-Advisor, and with the copies of the Trust’s Declaration of Trust, By-Laws, Policies, the Guidelinesany financial statements or reports made by a Fund to its shareholders, and any further materials or information which the Prospectus, and shall Sub-Advisor may reasonably request to enable it to perform its functions under this Agreement. The Advisor hereby agrees that it will cause the Trust to agree that no shares of any fund whose assets consist at any time or Sub-Advisor Assets will be marketed or knowingly sold to any plan established or which is tax-exempt under Section 457 of the Internal Revenue Code (Governmental Plans). The Advisor will provide the Sub-Advisor with reasonable notice (30 days) advance notice, in writing, of any change in a Fund’s investment objectives, policies and restrictions as stated in the Prospectus or in any Policies or Guidelines adopted by the Board and/or the AdvisorProspectus, and the Sub-Advisor shall, in the performance of its duties and obligations under this Agreement, manage the Fund’s portfolio in compliance Sub-Advisor Assets consistent with such documents and changes, provided that the Sub-Advisor has received such prior notice of the effectiveness of such changes from the Fund Trust or the Advisor and any such changes to the investment objectives, policies, restrictions or guidelines for the Fund shall be reasonably acceptable to the Sub-Advisor, provided, further, that any such changes shall be deemed to be acceptable to the Sub-Advisor unless the Sub-Advisor has provided the Advisor written notice within seven (7) business days of receiving such documents that any of the changes are not reasonably acceptable. In addition to such notice, the Advisor shall provide to the Sub-Advisor a copy of a modified Prospectus reflecting such changes. The Sub-Advisor shall not delegate investment advisory services will at all times be in compliance with all disclosure requirements under all applicable federal and state laws and regulations relating to any third-party concerning transactions for the Trust or a Fund without with respect to the prior written consent Sub-Advisor Assets, and as to the accuracy of material information furnished in writing by the Sub-Advisor to the Trust, to the Fund or to the Advisor specifically for inclusion in the Prospectus. The Sub-Advisor hereby agrees to provide to the Advisor in a timely manner, in writing, such information relating to the Sub-Advisor and its relationship to, and actions for, a Fund as may be required to be contained in the Prospectus or in the Trust’s registration statement on Form N-1A. The Advisor shall provide the Sub-Advisor with complete copies of each Registration Statement, Application for Exemptive Relief, No Action Relief or any Order or Response thereafter made with the Securities and Exchange Commission or the BoardInternal Revenue Service with respect to the Trust, Sub-Advisor Assets, or any Fund which has Sub-Advisor Assets, promptly after each filing is made.

Compliance with Applicable Laws and Governing Documents. In the performance of its duties and obligations under this Agreement or otherwise, the Sub-Advisor SubAdviser shall act in conformity with the Trust’s Fund's Declaration of Trust (as it may be amended or modified from time to time)Trust, By-Laws (as they may be amended or modified from time to time)Laws, procedures and policies (“Policies”) adopted by the Board of the Fund and/or by the Advisor, the Guidelines, Adviser and the Prospectus and with the instructions and directions received in writing from the Advisor Adviser or the Board Trustees of the Fund and will conform to and comply with the requirements of the 1940 Act, the Advisers Act and, to the extent applicable, the Commodity Exchange Act, as amended (“CEA”), and the rules and regulations adopted under the 1940 Act, the Advisers Act and, to the extent applicable, the CEA, from time to time, the Internal Revenue Code of 1986, as amended (the “"Code”"), and all other applicable federal and state laws and regulations necessary to allow the Trust Fund to qualify as a “"regulated investment company” " as defined in Subchapter M of the CodeCode (which currently requires that, at the close of each quarter of the taxable year, (A) at least 50 percent of the value of the Fund's total assets is represented by (i) cash and cash items [including receivables], Government securities and securities of other regulated investment companies, and (ii) other securities for purposes of this calculation limited in respect of any one issuer to an amount not greater in value than 5 percent of the value of the total assets of the Fund and to not more than 10 percent of the outstanding voting securities of such issuer, and (B) not more than 25 percent of the value of its total assets is invested in the securities ]other than Government securities or the securities of other regulated investment companies] of any one issuer). The Sub-Advisor shall maintain compliance procedures and processes that are reasonably designed Notwithstanding the foregoing, the Adviser shall, subject to ensure the SubAdviser's compliance with all lawsits obligations, rules, regulations and requirements applicable to remain responsible for the investment advisor of a closed-end investment company like the Trust under the Advisers Act, including Rule 206(4)-7 thereunder, and Fund's overall compliance with the 1940 Act, the Code and all other applicable federal and state laws and regulations. No supervisory activity undertaken The Adviser will provide the SubAdviser with a copy of those portions of the minutes of the meetings of the Board of Trustees of the Fund to the extent they may materially affect the duties of the SubAdviser, and with the copies of any financial statements or reports made by the Advisor shall limit Fund to its shareholders, and any further materials or information which the Sub-Advisor’s full responsibility for all of SubAdviser may reasonably request to enable it to perform its obligations and responsibilities hereunder. To the extent that the CEA and the CFTC regulations require: (A) registration by the Sub-Advisor as a commodity pool operator or commodity trading advisor and/or membership with the National Futures Association (“NFA”) with respect to the Fund, (B) specific disclosure, as applicable to the investors in the Fund, or (C) filing of reports and other documents with respect to the Fund, Sub-Advisor shall promptly and fully comply, or work with the Advisor to take reasonable steps to cause the Trust to comply, with all such requirementsfunctions under this Agreement. The Advisor shall Adviser will provide the Sub-Advisor SubAdviser with copies of the Trust’s Declaration of Trust, By-Laws, Policies, the Guidelines, and the Prospectus, and shall provide the Sub-Advisor with reasonable advance notice of any change in a the Fund’s 's investment objectives, policies and restrictions as stated in the Prospectus or in any Policies or Guidelines procedures and policies adopted by the Board of the Fund and/or the AdvisorAdviser, and the Sub-Advisor SubAdviser shall, in the performance of its duties and obligations under this Agreement, manage the Fund’s 's portfolio investments in compliance with such documents and changes, provided that the Sub-Advisor SubAdviser has received prompt notice of the effectiveness of such changes from the Fund or the Advisor and any such changes to the investment objectives, policies, restrictions or guidelines for the Fund shall be reasonably acceptable to the Sub-Advisor, provided, further, that any such changes shall be deemed to be acceptable to the Sub-Advisor unless the Sub-Advisor has provided the Advisor written notice within seven (7) business days of receiving such documents that any of the changes are not reasonably acceptableAdviser. In addition to such notice, the Advisor Adviser shall provide to the Sub-Advisor SubAdviser a copy of a modified Prospectus reflecting such changes. The Sub-Advisor Adviser acknowledges and agrees that, provided that the SubAdviser has provided the Adviser with complete, accurate and timely information regarding the SubAdviser's activities relating to the Fund, the Prospectus will at all times be in compliance with all disclosure requirements under all applicable federal and state laws and regulations relating to the Fund, including, without limitation, the 1940 Act, and the rules and regulations thereunder, and that the SubAdviser shall have no liability in connection therewith, except as to the accuracy of material information furnished in writing by the SubAdviser to the Fund or to the Adviser specifically for inclusion in the Prospectus, or information which was provided to the SubAdviser to review and which SubAdviser approved as to the accuracy of such information or if the SubAdviser does not delegate investment advisory services promptly respond will be deemed to any third-party concerning transactions have approved the accuracy of such information as described below. The SubAdviser hereby agrees to provide to the Adviser in a timely manner such information relating to the SubAdviser and its relationship to, and actions for, the Fund as may be required to be contained in the Prospectus or in the Fund's registration statement on Form N-1A. The SubAdviser shall have seven (7) business days to review all disclosure about the Fund and the SubAdviser contained in the Fund's Prospectus and Statement of Additional Information and certain advertisements for a Fund without accuracy and shall approve or disapprove of such disclosure within seven (7) business days of receiving such disclosure. After the prior expiration of seven (7) business days, the Adviser shall provide the SubAdviser an additional five (5) business days to respond, such additional five (5) business days to commence upon written consent notice from the Adviser. The SubAdviser's failure to respond within such time shall be deemed to constitute SubAdviser's approval of the Advisor or the Boardsuch disclosure.

Compliance with Applicable Laws and Governing Documents. In the performance of its duties and obligations under this Agreement or otherwise, the Sub-Advisor Subadviser shall act in conformity with the TrustFund’s Declaration of Trust (as it may be amended or modified from time to time), By-Laws (as they may be amended or modified from time to time), procedures and policies (“Policies”) adopted by the Board and/or by the AdvisorAdviser, the Guidelines, and the Prospectus and with instructions and directions received in writing from the Advisor Adviser or the Board and will conform to and comply with the requirements of the 1940 Act, the Advisers Act and, to the extent applicable, the Commodity Exchange Act, as amended (“CEA”), and the rules and regulations adopted under the 1940 Act, the Advisers Act and, to the extent applicable, the CEA, from time to time, the Internal Revenue Code of 1986, as amended (the “Code”), and all applicable federal and state laws and regulations necessary to allow the Trust Fund to qualify as a “regulated investment company” as defined in Subchapter M of the Code. The Sub-Advisor Subadviser shall maintain compliance procedures and processes that are reasonably designed to ensure compliance with all laws, rules, regulations and requirements applicable to the investment advisor adviser of a closed-end investment company like the Trust Fund under the Advisers Act, including Rule 206(4)-7 thereunder, and the 1940 Act. No supervisory activity undertaken by the Advisor Adviser shall limit the Sub-AdvisorSubadviser’s full responsibility for all of its obligations and responsibilities hereunder. To the extent that the CEA and the CFTC regulations require: require (A) registration by the Sub-Advisor Subadviser as a commodity pool operator or commodity trading advisor adviser and/or membership with the National Futures Association (“NFA”) with respect to the Fund, (B) specific disclosure, as applicable to the investors in the Fund, or (C) filing of reports and other documents with respect to the Fund, Sub-Advisor Subadviser shall promptly and fully comply, or work with the Advisor Adviser to take reasonable steps to cause the Trust Fund to comply, with all such requirements. The Advisor Adviser shall provide the Sub-Advisor Subadviser with copies of the TrustFund’s Declaration of Trust, By-Laws, Policies, the Guidelines, and the Prospectus, and shall provide the Sub-Advisor Subadviser with reasonable notice of any change in a the Fund’s investment objectives, policies and restrictions as stated in the Prospectus or in any Policies or Guidelines adopted by the Board and/or the AdvisorAdviser, and the Sub-Advisor Subadviser shall, in the performance of its duties and obligations under this Agreement, manage the Fund’s portfolio in compliance with such documents and changes, provided that the Sub-Advisor Subadviser has received notice of the effectiveness of such changes from the Fund or the Advisor Adviser and any such changes to the investment objectives, policies, restrictions or guidelines for the Fund shall be reasonably acceptable to the Sub-AdvisorSubadviser, provided, further, that any such changes shall be deemed to be acceptable to the Sub-Advisor Subadviser unless the Sub-Advisor Subadviser has provided the Advisor Adviser written notice within seven (7) business days of receiving such documents that any of the changes are not reasonably acceptable. In addition to such notice, the Advisor Adviser shall provide to the Sub-Advisor Subadviser a copy of a modified Prospectus reflecting such changes. The Sub-Advisor Subadviser shall not delegate investment advisory services to any third-third party concerning transactions for a the Fund without the prior written consent of the Advisor Adviser or the Board.

Compliance with Applicable Laws and Governing Documents. In the performance of its duties and obligations under this Agreement or otherwiseAgreement, the Sub-Advisor Adviser shall with respect to Sub-Adviser Assets, act in conformity with the Trust’s Declaration of Trust (as it may be amended or modified from time to time), and By-Laws (as they may be amended or modified from time to timeeach dated November 27, 2007), procedures and policies (“Policies”) adopted by the Board and/or by the Advisor, the GuidelinesProspectus, and the Prospectus and with instructions and directions received in writing from the Advisor or the Board and Instructions, will conform to and comply with the applicable requirements of the 1940 Act, the Advisers Act andAct, and all other federal and state laws and regulations applicable to the service provided under this Agreement, and will use reasonable efforts to ensure that each Fund (to the extent applicable, of the Commodity Exchange Act, as amended (“CEA”), respective Sub-Adviser Assets) complies with the gross income and the rules diversification requirements of Sections 851(b)(2) and regulations adopted under the 1940 Act, the Advisers Act and, to the extent applicable, the CEA, from time to time, 851(b)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), and all applicable federal and state laws and regulations necessary to allow the Trust to qualify as a “regulated investment company” as defined in Subchapter M of the Code. The Sub-Advisor shall maintain compliance procedures and processes that are reasonably designed to ensure compliance with all laws, rules, regulations and requirements applicable to Trust (directly or through the investment advisor of a closed-end investment company like the Trust under the Advisers Act, including Rule 206(4)-7 thereunder, and the 1940 Act. No supervisory activity undertaken by the Advisor shall limit Adviser) will provide the Sub-Advisor’s full responsibility for all Adviser with a copy of its obligations and responsibilities hereunder. To the minutes of the meetings of the Board to the extent that they may affect a Fund or the CEA and the CFTC regulations require: (A) registration by duties of the Sub-Advisor as a commodity pool operator or commodity trading advisor and/or membership Adviser, and with the National Futures Association (“NFA”) with respect copies of any financial statements or reports made by a Fund to its shareholders, and any further materials or information which the Fund, (B) specific disclosure, as applicable to the investors in the Fund, or (C) filing of reports and other documents with respect to the Fund, Sub-Advisor shall promptly and fully comply, or work with the Advisor Adviser may reasonably request to take reasonable steps enable it to cause the Trust to comply, with all such requirements. perform its functions under this Agreement The Advisor Adviser shall provide the Sub-Advisor with copies of Adviser such information as may reasonably be necessary for the Trust’s Declaration of Trust, BySub-Laws, Policies, Adviser to fulfill its compliance obligations under the Guidelines, and the Prospectus, and shall immediately previous paragraph. The Adviser will provide the Sub-Advisor Adviser with reasonable notice (not less than 45 days) advance notice, in writing, of any change in a Fund’s investment objectives, policies and restrictions as stated in the Prospectus or in any Policies or Guidelines adopted by the Board and/or the AdvisorProspectus, and the Sub-Advisor Adviser shall, in the performance of its duties and obligations under this Agreement, manage the Fund’s portfolio in compliance Sub-Adviser Assets consistent with such documents and changes, provided that the Sub-Advisor has received notice of the effectiveness of such changes from the Fund or the Advisor and any such changes to the investment objectives, policies, restrictions or guidelines for the Fund shall be reasonably acceptable to the Sub-Advisor, provided, further, that any such changes shall be deemed to be acceptable to the Sub-Advisor unless the Sub-Advisor has provided the Advisor written notice within seven (7) business days of receiving such documents that any of the changes are not reasonably acceptable. In addition to such notice, the Advisor Adviser shall provide to the Sub-Advisor Adviser a copy of a modified Prospectus reflecting such changes. The Sub-Advisor shall Adviser hereby agrees to provide to the Adviser in a timely manner, in writing, upon the Adviser’s written request, such information relating to the Sub-Adviser and its relationship to, and actions for, a Fund required by law to be contained in the Prospectus or in the Trust’s registration statement on Form N-1A, as the same may be amended from time to time (“Registration Statement”). The Sub-Adviser agrees that any such information provided to the Adviser specifically for inclusion in the Prospectus will be accurate in all material respects and not delegate investment advisory services contain any omission of a material fact known or which should have been known to the Sub-Adviser and was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Sub-Adviser or to any third-party concerning transactions for a Fund without the prior written consent affiliated person of the Advisor Sub-Adviser by the Adviser or the BoardTrust. The Adviser shall provide the Sub-Adviser with complete copies of each Registration Statement, application for exemptive relief, request for no-action relief or any order or response thereafter made with the SEC or the Internal Revenue Service with respect to the Trust, Sub-Adviser Assets, or any Fund that has Sub-Adviser Assets, promptly after each filing or document is made or submitted.

Compliance with Applicable Laws and Governing Documents. In the performance of its duties and obligations under this Agreement or otherwise, the Sub-Advisor shall act in conformity with the TrustFund’s Declaration of Trust (as it may be amended or modified from time to time), By-Laws (as they may be amended or modified from time to time), procedures and policies (“Policies”) adopted by the Board and/or by the Advisor, the Guidelines, and the Prospectus and with instructions and directions received in writing from the Advisor or the Board and will conform to and comply with the requirements of the 1940 Act, the Advisers Act and, to the extent applicable, the U.S. Commodity Exchange Act, as amended (“CEA”), and the rules and regulations adopted under the 1940 Act, the Advisers Act and, to the extent applicable, the CEA, from time to time, the Internal Revenue Code of 1986, as amended (the “Code”), and all applicable federal and state laws and regulations necessary to allow the Trust Fund to qualify as a “regulated investment company” as defined in Subchapter M of the Code. The Sub-Advisor shall maintain compliance procedures and processes that are reasonably designed to ensure compliance with all laws, rules, regulations and requirements applicable to the investment advisor of a closed-end investment company like the Trust Fund under the Advisers Act, including Rule 206(4)-7 thereunder, and the 1940 Act. No supervisory activity undertaken by the Advisor shall limit the Sub-Advisor’s full responsibility for all of its obligations and responsibilities hereunder. To the extent that the CEA and the CFTC regulations require: (A) registration by the Sub-Advisor as a commodity pool operator or commodity trading advisor and/or membership with the National Futures Association (“NFA”) with respect to the Fund, (B) specific disclosure, as applicable to the investors in the Fund, or (C) filing of reports and other documents with respect to the Fund, Sub-Advisor shall promptly and fully comply, or work with the Advisor to take reasonable steps to cause the Trust Fund to comply, with all such requirements. The Advisor shall provide the Sub-Advisor with copies of the TrustFund’s Declaration of Trust, By-Laws, Policies, the Guidelines, and the Prospectus, and shall provide not make any changes to the Sub-Advisor with reasonable notice of any change in a Fund’s investment objectives, policies and restrictions as stated in the Prospectus or in any Policies or Guidelines adopted by the Board and/or the AdvisorGuidelines, and the Sub-Advisor shall, in the performance of its duties and obligations under this Agreement, shall not be obligated to manage the Fund’s portfolio in compliance with such documents and changes, provided that the Sub-Advisor has received notice of the effectiveness of such changes from the Fund or the Advisor and any such changes to the investment objectives, policies, restrictions or guidelines for the Fund shall be reasonably acceptable to the Sub-Advisor, provided, further, that any such changes shall be deemed to be acceptable to the Sub-Advisor unless the Sub-Advisor has provided the Advisor its prior written notice within seven (7) business days approval of receiving such documents that any of the changes are changes, which approval will not reasonably acceptablebe unreasonably withheld, delayed or conditioned. In addition to such notice, the The Advisor shall provide to the Sub-Advisor a copy of a modified Prospectus reflecting such changes. The Sub-Advisor shall not delegate investment advisory services to any third-party concerning transactions for a the Fund without the prior written consent of the Advisor or the Board.

Compliance with Applicable Laws and Governing Documents. In the performance of its duties and obligations under this Agreement or otherwise, the Sub-Advisor SubAdviser shall act in conformity with the Trust’s 's Declaration of Trust (as it may be amended or modified from time to time)Trust, By-Laws (as they may be amended or modified from time to time)Laws, procedures and policies (“Policies”) adopted by the Board of the Trust and/or by the Advisor, the Guidelines, Adviser and the Prospectus and with the instructions and directions received in writing from the Advisor Adviser or the Board Trustees of the Trust and will conform to and comply with the requirements of the 1940 Act, the Advisers Act and, to the extent applicable, the Commodity Exchange Act, as amended (“CEA”), and the rules and regulations adopted under the 1940 Act, the Advisers Act and, to the extent applicable, the CEA, from time to time, the Internal Revenue Code of 1986, as amended (the “"Code”"), and all other applicable federal and state laws and regulations necessary to allow the Trust Fund to qualify as a “"regulated investment company” " as defined in Subchapter M of the Code. The Sub-Advisor shall maintain compliance procedures and processes that are reasonably designed Notwithstanding the foregoing, the Adviser shall, subject to ensure the SubAdviser's compliance with all lawsits obligations, rules, regulations and requirements applicable to remain responsible for the investment advisor of a closed-end investment company like the Trust under the Advisers Act, including Rule 206(4)-7 thereunder, and Fund's overall compliance with the 1940 Act, the Code and all other applicable federal and state laws and regulations. No supervisory activity undertaken by The Adviser will provide the Advisor shall limit SubAdviser with a copy of the Sub-Advisor’s full responsibility for all Prospectus, those portions of its obligations and responsibilities hereunder. To the extent that minutes of the CEA and meetings of the CFTC regulations require: (A) registration by the Sub-Advisor as a commodity pool operator or commodity trading advisor and/or membership with the National Futures Association (“NFA”) with respect to the Fund, (B) specific disclosure, as applicable to the investors in the Fund, or (C) filing Board of reports and other documents with respect to the Fund, Sub-Advisor shall promptly and fully comply, or work with the Advisor to take reasonable steps to cause Trustees of the Trust to complythe extent they may materially affect the duties of the SubAdviser, and with all such requirementsthe copies of any financial statements or reports made by the Fund to its shareholders, and any further materials or information which the SubAdviser may reasonably request to enable it to perform its functions under this Agreement. The Advisor shall Adviser will provide the Sub-Advisor SubAdviser with copies of the Trust’s Declaration of Trust, By-Laws, Policies, the Guidelines, and the Prospectus, and shall provide the Sub-Advisor with reasonable advance notice of any change in a the Fund’s 's investment objectives, policies and restrictions as stated in the Prospectus or in any Policies or Guidelines procedures and policies adopted by the Board of the Trust and/or the AdvisorAdviser, and the Sub-Advisor SubAdviser shall, in the performance of its duties and obligations under this Agreement, manage the Fund’s 's portfolio investments in compliance with such documents and changes, provided that the Sub-Advisor SubAdviser has received prompt notice of the effectiveness of such changes from the Fund Trust or the Advisor and any such changes to the investment objectives, policies, restrictions or guidelines for the Fund shall be reasonably acceptable to the Sub-Advisor, provided, further, that any such changes shall be deemed to be acceptable to the Sub-Advisor unless the Sub-Advisor has provided the Advisor written notice within seven (7) business days of receiving such documents that any of the changes are not reasonably acceptableAdviser. In addition to such notice, the Advisor Adviser shall provide to the Sub-Advisor SubAdviser a copy of a modified Prospectus reflecting such changes. The Sub-Advisor shall not delegate investment advisory services Adviser acknowledges and agrees that, provided the SubAdviser has provided the Adviser with complete, accurate and timely information regarding the SubAdviser's activities relating to any third-party concerning transactions for a Fund without the prior written consent of Fund, the Advisor Prospectus will at all times be in compliance with all disclosure requirements under all applicable federal and state laws and regulations relating to the Trust or the BoardFund, including, without limitation, the 1940 Act, and the rules and regulations thereunder, and that the SubAdviser shall have no liability in connection therewith, except as to the accuracy of material information about the SubAdviser furnished in writing by the SubAdviser to the Fund or to the Adviser specifically for inclusion in the Prospectus, or information which was provided to the SubAdviser to review and SubAdviser approved as to the accuracy of such material or is deemed to have approved the accuracy of such material as described below. The SubAdviser hereby agrees to provide to the Adviser in a timely manner such information relating to the SubAdviser and its relationship to, and actions for, the Fund requested by the Fund or the Adviser as may be required to be contained in the Prospectus or in the Trust's registration statement on Form N-1A. The SubAdviser shall review all disclosure about the SubAdviser contained in the Fund's Prospectus and Statement of Additional Information and certain advertisements for accuracy and shall approve or disapprove of such disclosure within five (5) business days of receiving such disclosure. Any failure by SubAdviser to respond within such five (5) business day period shall be deemed to constitute SubAdviser's approval of such disclosure.