Common use of Delivery of Documents to the Manager Clause in Contracts

Delivery of Documents to the Manager. The Subadviser shall furnish the Manager with copies of each of the following documents: (a) The Subadviser's most recent balance sheet; (b) Separate lists of persons whom the Subadviser wishes to have authorized to give written and/or oral instructions to the Custodian and the fund accounting agent of Trust assets for the Series; (c) The Code of Ethics of the Subadviser as currently in effect; and (d) Any compliance policies, trading, commission and other reports, confirmation of the Subadviser's insurance coverage (in form and substance satisfactory to the Manager), and such other management or operational documents as the Manager may reasonably request in writing (on behalf of itself or the Board) in assessing the Subadviser. The Subadviser maintains a written Code of Ethics that complies with the requirements of Rule 17j-1 under the Investment Company Act, as amended. The Subadviser certifies that it has adopted procedures reasonably necessary to prevent its "access persons," as such term is defined in Rule 17j-1, from violating the Code of Ethics. The Subadviser shall notify the Board upon the adoption of any material change to its Code of Ethics so that the Board, including a majority of the Trustees who are not interested persons of the Trust, may approve such change not later than six months after its adoption by the Subadviser, as required by Rule 17j-1. The Subadviser also shall provide the Trust with a copy of any amendments to its Code of Ethics that do not represent a material change to such Code. Within 45 days of the end of each year while this Agreement is in effect (or more frequently if required by Rule 17j-1 or as the Trust may reasonably request), the Subadviser shall provide the Board with a written report that, as required by Rule 17j-1: (1) describes any issue arising under the Subadviser's Code of Ethics or procedures since the last report to the Board, including, but not limited to, information about material violations of the Code or procedures and sanctions imposed in response to the material violations, and (2) certifies that the Subadviser has adopted procedures reasonably necessary to prevent its access persons from violating its Code of Ethics. Upon the written request of the Trust, the Subadviser shall permit the Trust to examine the reports to be made by the Subadviser under Rule 17j-1(d) and the records the Subadviser maintains pursuant to Rule 17j-1(f). The Subadviser shall furnish the Manager from time to time with copies, properly certified or otherwise authenticated, of all material amendments of or supplements to the foregoing, if any. Additionally, the Subadviser shall provide to the Manager such other documents relating to its services under this Agreement as the Manager may reasonably request on a periodic basis. Such amendments or supplements as to items (a) through (c) above shall be provided within 30 days of the time such materials became available to the Subadviser. The Subadviser shall promptly notify the Manager of any transaction or other event that results in an "assignment" of this Agreement within the meaning of the Investment Company Act. In addition, the Subadviser shall promptly complete and return to the Manager or the Trust any compliance questionnaires or other inquiries submitted to the Subadviser in writing.

Delivery of Documents to the Manager. The Subadviser shall will furnish the Manager with copies of each of the following documents: (a) The Subadviser's most recent balance sheet; (b) Separate lists of persons whom who the Subadviser wishes to have authorized to give written and/or oral instructions to the Custodian Custodians and the fund accounting agent of Trust assets for the Series; (c) The Code of Ethics of the Subadviser as currently in effect; and (d) Any compliance policies, trading, commission and Such other reports, confirmation of the Subadviser's insurance coverage (in form and substance satisfactory to the Manager), and such other management documents or operational documents information as the Manager may reasonably request in writing (on behalf of itself or the BoardTrustees of the Trust) in assessing the Subadviser. The Subadviser maintains will maintain a written Code code of Ethics that complies ethics complying with the requirements of Rule 17j-1 under the Investment Company Act1940 Act and will provide the Trust with a copy of the code of ethics, as amended. The including any amendments thereto, together with evidence of its adoption and a certification to the effect that the Subadviser certifies that it has adopted procedures reasonably necessary to prevent its "access persons," as such term is defined in Rule 17j-1, from violating the Code its code of Ethicsethics. The Subadviser shall notify the Board upon the adoption of any material change will be subject to its Code code of Ethics so that the Boardethics and will not be subject to any other code of ethics, including a majority that of the Trustees who are not interested persons of the TrustManager, may approve such change not later than six months after its adoption unless specifically adopted by the Subadviser, as required by Rule 17j-1. The Subadviser also shall provide the Trust with a copy of any amendments to its Code of Ethics that do not represent a material change to such Code. Within 45 days of the end of each year while this Agreement is in effect At least annually (or more frequently if required by Rule 17j-1 or as the Trust or the Manager may reasonably request), the Subadviser shall provide the Board with a written report that, as to the matters required to be provided to the Trust by the Subadviser under Rule 17j-1: (1) describes any issue arising under , including the Subadviser's Code of Ethics or procedures since the last report to the Board, including, but not limited to, information about material violations of the Code or procedures and sanctions imposed in response to the material violations, and (2) certifies that the Subadviser has adopted procedures reasonably necessary to prevent its access persons from violating its Code of Ethicscertification provided for therein. Upon the written request of the Trust, the Subadviser shall permit the Trust to examine the reports to be made by the Subadviser under Rule 17j-1(d) policies and the records procedures the Subadviser maintains pursuant to Rule 17j-1(f)17j-1 to the extent material to the assessment of the Subadviser's performance of its duties under this Agreement. The Upon request by the Manager, the Subadviser shall will furnish the Manager from time to time with copies, properly certified or otherwise authenticated, copies of all material amendments of or supplements to the foregoing, if any. Additionally, the Subadviser shall will provide to the Manager such other documents relating to its services under this Agreement as the Manager may reasonably request on a periodic basis. Such amendments or supplements as to item (a) will be provided upon the reasonable request of the Manager, and such amendments or supplements as to items (ab) through (c) above shall will be provided within 30 days of the time such materials became available to the Subadviser. Any information reasonably deemed proprietary by the Subadviser shall be subject to the provisions of Section 6 hereof. The Subadviser shall will promptly notify the Manager of any proposed transaction or other event that results could reasonably be expected to result in an "assignment" of this Agreement within the meaning of the Investment Company 1940 Act. In addition, the Subadviser shall will promptly complete and return to the Manager or the Trust any reasonable compliance questionnaires or other reasonable inquiries submitted to the Subadviser in writing.

Delivery of Documents to the Manager. The Subadviser shall furnish the Manager with copies of each of the following documents: (a) The Subadviser's most recent balance sheet; (b) Separate lists of persons whom the Subadviser wishes to have authorized to give written and/or oral instructions to the Custodian and the fund accounting agent of Trust assets for the Seriesassets; (c) The Code of Ethics of the Subadviser as currently in effect; and (d) Any compliance policies, trading, commission and other reports, confirmation of the Subadviser's insurance coverage (in form and substance satisfactory to the Manager), and such other management or operational documents as the Manager may reasonably request in writing (on behalf of itself or the Board) in assessing the Subadviser. The Subadviser maintains a written Code of Ethics that complies with the requirements of Rule 17j-1 under the Investment Company Act, as amended. The Subadviser certifies that it has adopted procedures reasonably necessary to prevent its "access persons," as such term is defined in Rule 17j-1rule 17-1, from violating the Code of Ethics. The Subadviser shall notify the Board upon the adoption of any material change to its Code of Ethics so that the Board, including a majority of the Trustees who are not interested persons of the Trust, may approve such change not later than six months after its adoption by the Subadviser, as required by Rule rule 17j-1. The Subadviser also shall provide the Trust with a copy of any amendments to its Code of Ethics that do not represent a material change to such Code. Within 45 days of the end of each year while this Agreement is in effect (or more frequently if required by Rule 17j-1 or as the Trust may reasonably request), the Subadviser shall provide the Board with a written report that, as required by Rule rule 17j-1: (1) describes any issue arising under the Subadviser's Code of Ethics or procedures since the last report to the Board, including, but not limited to, information about material violations of the Code or procedures and sanctions imposed in response to the material violations, and (2) certifies that the Subadviser has adopted procedures reasonably necessary to prevent its access persons from violating its Code of Ethics. Upon the written request of the Trust, the Subadviser shall permit the Trust to examine the reports to be made by the Subadviser under Rule 17j-1(d) and the records the Subadviser maintains pursuant to Rule 17j-1(f). The Subadviser shall furnish the Manager from time to time with copies, properly certified or otherwise authenticated, of all material amendments of or supplements to the foregoing, if any. Additionally, the Subadviser shall provide to the Manager such other documents relating to its services under this Agreement as the Manager may reasonably request on a periodic basis. Such amendments or supplements as to items (a) through (c) above shall be provided within 30 days of the time such materials became available to the Subadviser. The Subadviser shall promptly notify the Manager of any transaction or other event that results in an "assignment" of this Agreement within the meaning of the Investment Company Act. In addition, the Subadviser shall promptly complete and return to the Manager or the Trust any compliance questionnaires or other inquiries submitted to the Subadviser in writing.

Delivery of Documents to the Manager. The Subadviser shall furnish the Manager with copies of each of the following documents: (a) The Subadviser's most recent balance sheet; (b) Separate lists of persons whom the Subadviser wishes to have authorized to give written and/or oral instructions to the Custodian and the fund accounting agent of Trust assets for the Series; (c) The Code of Ethics of the Subadviser as currently in effect; and (d) Any compliance policies, trading, commission and other reports, confirmation of the Subadviser's insurance coverage (in form and substance satisfactory to the Manager), and such other management or operational documents as the Manager may reasonably request in writing (on behalf of itself or the Board) in assessing the Subadviser. The Subadviser maintains a written Code of Ethics that complies with the requirements of Rule 17j-1 under the Investment Company Act, as amended. The Subadviser certifies that it has adopted procedures reasonably necessary to prevent its "access persons," as such term is defined in Rule 17j-1, from violating the Code of Ethics. The Subadviser shall notify the Board upon the adoption of any material change to its Code of Ethics so that the Board, including a majority of the Trustees who are not interested persons of the Trust, may approve such change not later than six months after its adoption by the Subadviser, as required by Rule 17j-1. The Subadviser also shall provide the Trust with a copy of any amendments to its Code of Ethics that do not represent a material change to such Code. Within 45 days of the end of each year while this Agreement is in effect (or more frequently if required by Rule 17j-1 or as the Trust may reasonably request), the Subadviser shall provide the Board with a written report that, as required by Rule 17j-1: (1) describes any issue arising under the Subadviser's Code of Ethics or procedures since the last report to the Board, including, but not limited to, information about material violations of the Code or procedures and sanctions imposed in response to the material violations, and (2) certifies that the Subadviser has adopted procedures reasonably necessary to prevent its access persons from violating its Code of Ethics. Upon the written request of the Trust, the Subadviser shall permit the Trust to examine the reports to be made by the Subadviser under Rule 17j-1(d) and the records the Subadviser maintains pursuant to Rule 17j-1(f). The Subadviser shall furnish the Manager from time to time with copies, properly certified or otherwise authenticated, of all material amendments of or supplements to the foregoing, if any. Additionally, the Subadviser shall provide to the Manager such other documents relating to its services under this Agreement as the Manager may reasonably request on a periodic basis. Such amendments or supplements as to items (a) through (c) above shall be provided within 30 days of the time such materials became available to the Subadviser. The Subadviser shall promptly notify the Manager of any transaction or other event that results in an "assignment" of this Agreement within the meaning of the Investment Company Act. In addition, the Subadviser shall promptly complete and return to the Manager or the Trust any compliance questionnaires or other inquiries submitted to the Subadviser in writing.

Delivery of Documents to the Manager. The Subadviser shall furnish has furnished the Manager with copies of each of the following documents: (a) The Subadviser's most recent balance sheet; (b) Separate lists of persons whom who the Subadviser wishes to have authorized to give written and/or oral instructions to the Custodian Custodians and the fund accounting agent of Trust assets for the SeriesSelect Equity Portfolio; (c) The Code of Ethics of the Subadviser as currently in effect; and (d) Any compliance policiesmanuals, trading, commission and other reports, confirmation of the Subadviser's insurance coverage (in form and substance satisfactory to the Manager)policies, and such other management or operational documents as the Manager may reasonably request in writing (on behalf of itself or the BoardTrustees of the Trust) in assessing the Subadviser. The Subadviser maintains will maintain a written Code code of Ethics that complies ethics complying with the requirements of Rule 17j-1 under the Investment Company Act, as amended. The Subadviser certifies that it has adopted procedures reasonably necessary to prevent its "access persons," as such term is defined in Rule 17j-1, from violating the Code of Ethics. The Subadviser shall notify the Board upon the adoption of any material change to its Code of Ethics so that the Board, including a majority of the Trustees who are not interested persons of the Trust, may approve such change not later than six months after its adoption by the Subadviser, as required by Rule 17j-1. The Subadviser also shall 1940 Act and will provide the Trust with a copy of the code of ethics, including any amendments to thereto, and evidence of its Code of Ethics that do not represent a material change to such Codeadoption. Within 45 days of the end of each year while this Agreement is in effect (or more frequently if required by Rule 17j-1 or as the Trust may reasonably request), an officer of the Subadviser shall provide certify in writing to the Board Trust that the Subadviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no violation of its code of ethics or, if such a written report thatviolation has occurred, that appropriate action was taken in response to such violation. Subadviser shall also certify to the Trust with respect to such other matters as may be required by Rule 17j-1: (1) describes any issue arising under the Subadviser's Code of Ethics or procedures since the last report to the Board, including, but not limited to, information about material violations of the Code or procedures and sanctions imposed in response to the material violations, and (2) certifies that the Subadviser has adopted procedures reasonably necessary to prevent its access persons from violating its Code of Ethics. Upon the written request of the Trust, the Subadviser shall permit the Trust to examine the reports to be made by the Subadviser under Rule 17j-1(d) and the records the Subadviser maintains pursuant to Rule 17j-1(f). The Subadviser shall will furnish the Manager from time to time with copies, properly certified or otherwise authenticated, of all material amendments of or supplements to the foregoing, if any. Additionally, the Subadviser shall will provide to the Manager such other documents relating to its services under this Agreement as the Manager may reasonably request on a periodic basis. Such amendments or supplements as to items (a) through (c) above shall will be provided within 30 days of the time such materials became available to the Subadviser. The Subadviser shall will promptly notify the Manager of any proposed transaction or other event that results could reasonably be expected to result in an "assignment" of this Agreement within the meaning of the Investment Company 1940 Act. In addition, the Subadviser shall will promptly complete and return to the Manager or the Trust any compliance questionnaires or other inquiries submitted to the Subadviser in writing.

Delivery of Documents to the Manager. The Subadviser shall furnish the Manager with copies of each of the following documents: (a) The Subadviser's most recent audited balance sheet; (b) Separate lists of persons whom the Subadviser wishes to have authorized to give written and/or oral instructions to the Custodian and the fund accounting agent of Trust assets for the Series; (c) The Code of Ethics of the Subadviser as currently in effect; and (d) Any compliance policies, trading, commission and other reports, confirmation of the Subadviser's insurance coverage (in form and substance satisfactory to the Manager), and such other management or operational documents as the Manager may reasonably request in writing (on behalf of itself or the Board) in assessing the Subadviser. The Subadviser maintains a written Code of Ethics that complies with the requirements of Rule 17j-1 under the Investment Company Act, as amended. The Subadviser certifies that it has adopted procedures reasonably necessary to prevent its "access persons," as such term is defined in Rule 17j-1, from violating the Code of Ethics. The Subadviser shall notify the Board upon the adoption of any material change to its Code of Ethics so that the Board, including a majority of the Trustees who are not interested persons of the Trust, may approve such change not later than six months after its adoption by the Subadviser, as required by Rule 17j-1. The Subadviser also shall provide the Trust with a copy of any amendments to its Code of Ethics that do not represent a material change to such Code. Within 45 days of the end of each calendar year while this Agreement is in effect (or more frequently if required by Rule 17j-1 or as the Trust may reasonably request), the Subadviser shall provide the Board with a written report that, as required by Rule 17j-1: (1) describes any issue arising under the Subadviser's Code of Ethics or procedures since the last report to the Board, including, but not limited to, information about material violations of the Code or procedures and sanctions imposed in response to the material violations, and (2) certifies that the Subadviser has adopted procedures reasonably necessary to prevent its access persons from violating its Code of Ethics. Upon the written request of the Trust, the Subadviser shall permit the Trust to examine the reports to be made by the Subadviser under Rule 17j-1(d) and the records the Subadviser maintains pursuant to Rule 17j-1(f). The Subadviser shall furnish the Manager from time to time with copies, properly certified or otherwise authenticated, of all material amendments of or supplements to the foregoing, if any. Additionally, the Subadviser shall provide to the Manager such other documents relating to its services under this Agreement as the Manager may reasonably request on a periodic basis. Such amendments or supplements as to items (a) through (c) above shall be provided within 30 days of the time such materials became available to the Subadviser. The Subadviser shall promptly notify the Manager of any transaction or other event that results in an "assignment" of this Agreement within the meaning of the Investment Company Act. In addition, the Subadviser shall promptly complete and return to the Manager or the Trust any compliance questionnaires or other inquiries submitted to the Subadviser in writing.

Delivery of Documents to the Manager. The Subadviser shall furnish has furnished the Manager with copies of each of the following documents: (a) The Subadviser's most recent balance sheet; (b) Separate lists of persons whom who the Subadviser wishes to have authorized to give written and/or oral instructions to the Custodian Custodians and the fund accounting agent of Trust assets for the Series;; and (c) The Code of Ethics of the Subadviser as currently in effect; and (d) Any compliance policies, trading, commission and other reports, confirmation of the Subadviser's insurance coverage (in form and substance satisfactory to the Manager), and such other management or operational documents as the Manager may reasonably request in writing (on behalf of itself or the Board) in assessing the Subadviser. The Subadviser maintains will maintain a written Code code of Ethics that complies ethics complying with the requirements of Rule 17j-1 under the Investment Company Act, as amended. The Subadviser certifies that it has adopted procedures reasonably necessary to prevent its "access persons," as such term is defined in Rule 17j-1, from violating the Code of Ethics. The Subadviser shall notify the Board upon the adoption of any material change to its Code of Ethics so that the Board, including a majority of the Trustees who are not interested persons of the Trust, may approve such change not later than six months after its adoption by the Subadviser, as required by Rule 17j-1. The Subadviser also shall 1940 Act and will provide the Trust with a copy of the code of ethics, including any amendments to thereto, and evidence of its Code of Ethics that do not represent a material change to such Codeadoption. Within 45 days of the end of each year while this Agreement is in effect (or more frequently if required by Rule 17j-1 or as the Trust may reasonably request), an officer of the Subadviser shall provide the Board with a written report that, as required by Rule 17j-1: (1) describes any issue arising under the Subadviser's Code of Ethics or procedures since the last report certify to the Board, including, but not limited to, information about material violations of the Code or procedures and sanctions imposed in response to the material violations, and (2) certifies Trust that the Subadviser has adopted procedures reasonably necessary complied with the requirements of Rule 17j-1 during the previous year and that there has been no violation of its code of ethics or, if such a violation has occurred, that appropriate action was taken in response to prevent its access persons from violating its Code of Ethicssuch violation. Upon the written request of the Trust, the Subadviser shall permit the Trust to examine the reports to be made by the Subadviser under Rule 17j-1(d) and the records the Subadviser maintains pursuant to Rule 17j-1(f17j-1(c)(1). The Subadviser shall will furnish the Manager from time to time with copies, properly certified or otherwise authenticated, of all material amendments of or supplements to the foregoing, if any. Additionally, the Subadviser shall will provide to the Manager such other documents relating to its services under this Agreement as the Manager may reasonably request on a periodic basis. Such amendments or supplements as to items (a) through (c) above shall will be provided within 30 days of the time such materials became available to the Subadviser. The Subadviser shall promptly notify the Manager of any transaction or other event that results in an "assignment" of this Agreement within the meaning of the Investment Company Act. In addition, the Subadviser shall promptly complete and return to the Manager or the Trust any compliance questionnaires or other inquiries submitted to the Subadviser in writing.

Delivery of Documents to the Manager. The Subadviser shall will furnish the Manager with copies of each of the following documents: (a) The Subadviser's most recent balance sheet; (b) Separate lists of persons whom who the Subadviser wishes to have authorized to give written and/or oral instructions to the Custodian Custodians and the fund accounting agent of Trust assets for the Series; (c) The Code of Ethics of the Subadviser as currently in effect; and (d) Any compliance policiesmanuals, trading, commission and other reports, confirmation of the Subadviser's insurance coverage (in form and substance satisfactory to the Manager)policies, and such other management or operational documents as the Manager may reasonably request in writing (on behalf of itself or the BoardTrustees of the Trust) in assessing the Subadviser. The Subadviser maintains will maintain a written Code code of Ethics that complies ethics complying with the requirements of Rule 17j-1 under the Investment Company Act, as amended. The Subadviser certifies that it has adopted procedures reasonably necessary to prevent its "access persons," as such term is defined in Rule 17j-1, from violating the Code of Ethics. The Subadviser shall notify the Board upon the adoption of any material change to its Code of Ethics so that the Board, including a majority of the Trustees who are not interested persons of the Trust, may approve such change not later than six months after its adoption by the Subadviser, as required by Rule 17j-1. The Subadviser also shall 1940 Act and will provide the Trust with a copy of the code of ethics, including any amendments to thereto, and evidence of its Code of Ethics that do not represent a material change to such Codeadoption. Within 45 days of the end of each year while this Agreement is in effect (or more frequently if required by Rule 17j-1 or as the Trust may reasonably request), an officer of the Subadviser shall provide certify in writing to Trust that the Board Subadviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no violation of its code of ethics or, if such a written report thatviolation has occurred, that appropriate action was taken in response to such violation. Subadviser shall also certify to the Trust with respect to such other matters as may be required by Rule 17j-1: (1) describes any issue arising under the Subadviser's Code of Ethics or procedures since the last report to the Board, including, but not limited to, information about material violations of the Code or procedures and sanctions imposed in response to the material violations, and (2) certifies that the Subadviser has adopted procedures reasonably necessary to prevent its access persons from violating its Code of Ethics. Upon the written request of the Trust, the Subadviser shall permit the Trust to examine the reports to be made by the Subadviser under Rule 17j-1(d) and the records the Subadviser maintains pursuant to Rule 17j-1(f). The Subadviser shall will furnish the Manager from time to time with copies, properly certified or otherwise authenticated, of all material amendments of or supplements to the foregoing, if any. Additionally, the Subadviser shall will provide to the Manager such other documents relating to its services under this Agreement as the Manager may reasonably request on a periodic basis. Such amendments or supplements as to items (a) through (c) above shall will be provided within 30 days of the time such materials became available to the Subadviser. The Subadviser shall will promptly notify the Manager of any proposed transaction or other event that results could reasonably be expected to result in an "assignment" of this Agreement within the meaning of the Investment Company 1940 Act. In addition, the Subadviser shall will promptly complete and return to the Manager or the Trust any compliance questionnaires or other inquiries submitted to the Subadviser in writing.

Delivery of Documents to the Manager. The Subadviser shall furnish the Manager with copies of each of the following documents: (a) The Subadviser's most recent balance sheet; (b) Separate lists of persons whom the Subadviser wishes to have authorized to give written and/or oral instructions to the Custodian and the fund accounting agent of Trust assets for the Series; (c) The Code of Ethics of the Subadviser as currently in effect; and (d) Any compliance policies, trading, commission and other reports, confirmation of the Subadviser's insurance coverage (in form and substance satisfactory to the Manager), and such other management or operational documents related to the Subadviser's services under this Agreement as the Manager and the Subadviser may reasonably request in writing (on behalf of itself or agree upon, provided that the Board) in assessing the SubadviserSubadviser shall not unreasonably withhold its agreement. The Subadviser maintains a written Code of Ethics that complies with the requirements of Rule 17j-1 under the Investment Company Act, as amended. The Subadviser certifies that it has adopted procedures reasonably necessary to prevent its "access persons," as such term is defined in Rule 17j-1, from violating the Code of Ethics. The Subadviser shall notify the Board upon the adoption of any material change to its Code of Ethics so that the Board, including a majority of the Trustees who are not interested persons of the Trust, may approve such change not later than six months after its adoption by the Subadviser, as required by Rule 17j-1. The Subadviser also shall provide the Trust with a copy of any amendments to its Code of Ethics that do not represent a material change to such Code. Within 45 days of the end of each calendar year while this Agreement is in effect (or more frequently if required by Rule 17j-1 or as the Trust may reasonably request), the Subadviser shall provide the Board with a written report that, as required by Rule 17j-1: (1) describes any issue arising under the Subadviser's Code of Ethics or procedures since the last report to the Board, including, but not limited to, information about material violations of the Code or procedures and sanctions imposed in response to the material violations, and (2) certifies that the Subadviser has adopted procedures reasonably necessary to prevent its access persons from violating its Code of Ethics. Upon the written request of the Trust, the Subadviser shall permit the Trust to examine the reports to be made by the Subadviser under Rule 17j-1(d) and the records the Subadviser maintains pursuant to Rule 17j-1(f). The Subadviser shall furnish the Manager from time to time with copies, properly certified or otherwise authenticated, of all material amendments of or supplements to the foregoing, if any. Additionally, the Subadviser shall provide to the Manager such other documents relating to its services under this Agreement as the Manager may reasonably request on a periodic basis. Such amendments or supplements as to items (a) through (c) above shall be provided within 30 days of the time such materials became available to the Subadviser. The Subadviser shall promptly notify the Manager of any transaction or other event that results in an "assignment" of this Agreement within the meaning of the Investment Company Act. The Manager shall promptly notify the Subadviser of any transaction or other event that results in an "assignment" of this Agreement within the meaning of the Investment Company Act. In addition, the Subadviser shall promptly complete and return to the Manager or the Trust any compliance questionnaires or other inquiries submitted related to its services under this Agreement as the Manager and the Subadviser in writingmay reasonably agree upon, provided that the Subadviser shall not unreasonably withhold its agreement.

Delivery of Documents to the Manager. The Subadviser shall furnish Adviser or the Sub-Adviser has furnished the Manager with true, correct and complete copies of each of the following documents: (a) The Subadviser's most recent balance sheetDeclaration of Trust, as in effect on the date hereof; (b) Separate lists of persons whom The Registration Statement filed with the Subadviser wishes to have authorized to give written and/or oral instructions Commission under the 1940 Act, including the prospectuses related to the Custodian and the fund accounting agent of Trust assets for the SeriesFund(s) included therein; (c) The Code of Ethics of Advisory Agreement and the Subadviser as currently in effectSub-Advisory Agreement; and (d) Any compliance policiesWritten guidelines, trading, commission policies and other reports, confirmation of procedures adopted by the Subadviser's insurance coverage (in form and substance satisfactory Trust that are applicable to the Manager)Fund(s) and the Investment Guidelines The Adviser or the Sub-Adviser will furnish the Manager with all future amendments and supplements to the foregoing as soon as practicable after such documents become available and the Manager shall be provided with a sufficient notice to comply with any such revised documents. The Adviser or the Sub-Adviser shall furnish the Manager with any further documents, and such other management materials or operational documents as information that the Manager may reasonably request in writing (on behalf connection with the performance of itself its duties hereunder. The Manager shall furnish the Adviser or the Board) Sub-Adviser with written certifications, in assessing such form as the Subadviser. The Subadviser maintains a written Code Adviser or the Sub-Adviser shall reasonably request, that it has received and reviewed the most recent version of Ethics the foregoing documents provided by the Adviser or the Sub-Adviser and that complies it will comply with the requirements of Rule 17j-1 under the Prospectus, the SAI, the Investment Company ActGuidelines, policies and procedures adopted by the Trust and applicable to the Trust and the Investment Guidelines in the performance of its obligations under this Agreement. The Trust represents that it will claim an exclusion with respect to the Fund(s) from the definition of a “commodity pool operator” pursuant to Rule 4.5 of the Commodity Exchange Act of 1974, as amendedamended (“CEA”) with respect to the Fund(s) at the commencement of its operations. The Subadviser certifies At the commencement of the Fund(s)’s operations, the Manager shall rely on an exemption from registration as a Commodity Trading Advisor under Rule 4.14(a)(8) of CEA with respect to registered investment companies that it has adopted procedures reasonably necessary to prevent its "access persons," as such term is defined rely on an exemption in Rule 17j-1, from violating 4.5 (as is the Code of Ethics. The Subadviser shall notify the Board upon the adoption of any material change to its Code of Ethics so that the Board, including a majority of the Trustees who are not interested persons of the Trust, may approve such change not later than six months after its adoption by the Subadviser, as required by Rule 17j-1. The Subadviser also shall provide case with the Trust with a copy of any amendments to its Code of Ethics that do not represent a material change to such Code. Within 45 days of the end of each year while this Agreement is in effect (or more frequently if required by Rule 17j-1 or as the Trust may reasonably request), the Subadviser shall provide the Board with a written report that, as required by Rule 17j-1: (1) describes any issue arising under the Subadviser's Code of Ethics or procedures since the last report respect to the Board, including, but not limited to, information about material violations of the Code or procedures and sanctions imposed in response to the material violations, and (2) certifies that the Subadviser has adopted procedures reasonably necessary to prevent its access persons from violating its Code of Ethics. Upon the written request of the Trust, the Subadviser shall permit the Trust to examine the reports to be made by the Subadviser under Rule 17j-1(dFund(s)) and will manage the records the Subadviser maintains pursuant to Rule 17j-1(f). The Subadviser shall furnish the Manager account as if it was exempt from time to time with copies, properly certified or otherwise authenticated, of all material amendments of or supplements to the foregoing, if any. Additionally, the Subadviser shall provide to the Manager such other documents relating to its services under this Agreement registration as the Manager may reasonably request on a periodic basis. Such amendments or supplements as to items (a) through (c) above shall be provided within 30 days of the time such materials became available to the Subadviser. The Subadviser shall promptly notify the Manager of any transaction or other event that results in an "assignment" of this Agreement within the meaning of the Investment Company Act. In addition, the Subadviser shall promptly complete and return to the Manager or the Trust any compliance questionnaires or other inquiries submitted to the Subadviser in writingCommodity Trading Advisor.

Delivery of Documents to the Manager. The Subadviser shall furnish has furnished the Manager with copies of each of the following documents: (a) The Subadviser's most recent balance sheet; (b) Separate lists of persons whom who the Subadviser wishes to have authorized to give written and/or oral instructions to the Custodian Custodians and the fund accounting agent of Trust assets for the Series; (c) The Code of Ethics of the Subadviser as currently in effect; and (d) Any compliance policiesmanuals, trading, commission and other reports, confirmation of the Subadviser's insurance coverage (in form and substance satisfactory to the Manager)policies, and such other management or operational documents as the Manager may reasonably request in writing (on behalf of itself or the BoardTrustees of the Trust) in assessing the Subadviser. The Subadviser maintains will maintain a written Code code of Ethics that complies ethics complying with the requirements of Rule 17j-1 under the Investment Company Act, as amended. The Subadviser certifies that it has adopted procedures reasonably necessary to prevent its "access persons," as such term is defined in Rule 17j-1, from violating the Code of Ethics. The Subadviser shall notify the Board upon the adoption of any material change to its Code of Ethics so that the Board, including a majority of the Trustees who are not interested persons of the Trust, may approve such change not later than six months after its adoption by the Subadviser, as required by Rule 17j-1. The Subadviser also shall 1940 Act and will provide the Trust with a copy of the code of ethics, including any amendments to thereto, and evidence of its Code of Ethics that do not represent a material change to such Codeadoption. Within 45 days of the end of each year while this Agreement is in effect (or more frequently if required by Rule 17j-1 or as the Trust may reasonably request), an officer of the Subadviser shall provide certify in writing to the Board Trust that the Subadviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no violation of its code of ethics or, if such a written report thatviolation has occurred, that appropriate action was taken in response to such violation. Subadviser shall also certify to the Trust with respect to such other matters as may be required by Rule 17j-1: (1) describes any issue arising under the Subadviser's Code of Ethics or procedures since the last report to the Board, including, but not limited to, information about material violations of the Code or procedures and sanctions imposed in response to the material violations, and (2) certifies that the Subadviser has adopted procedures reasonably necessary to prevent its access persons from violating its Code of Ethics. Upon the written request of the Trust, the Subadviser shall permit the Trust to examine the reports to be made by the Subadviser under Rule 17j-1(d) and the records the Subadviser maintains pursuant to Rule 17j-1(f). The Subadviser shall will furnish the Manager from time to time with copies, properly certified or otherwise authenticated, of all material amendments of or supplements to the foregoing, if any. Additionally, the Subadviser shall will provide to the Manager such other documents relating to its services under this Agreement as the Manager may reasonably request on a periodic basis. Such amendments or supplements as to items (a) through (c) above shall will be provided within 30 days of the time such materials became available to the Subadviser. The Subadviser shall will promptly notify the Manager of any proposed transaction or other event that results could reasonably be expected to result in an "assignment" of this Agreement within the meaning of the Investment Company 1940 Act. In addition, the Subadviser shall will promptly complete and return to the Manager or the Trust any compliance questionnaires or other inquiries submitted to the Subadviser in writing.

Delivery of Documents to the Manager. The Subadviser shall furnish Subadvisor has furnished the Manager with copies of each of the following documents: (a) The SubadviserSubadvisor's most recent balance sheet; (b) Separate lists of persons whom who the Subadviser Subadvisor wishes to have authorized to give written and/or oral instructions to the Custodian Custodians and the fund accounting agent of Trust Fund assets for the SeriesFund; (c) The Code of Ethics of the Subadviser Subadvisor as currently in effect; and (d) Any compliance policiesmanuals, trading, commission and other reports, confirmation of the Subadviser's insurance coverage (in form and substance satisfactory to the Manager)policies, and such other management or operational documents as the Manager may reasonably request in writing (on behalf of itself or the BoardDirectors of the Fund) in assessing the SubadviserSubadvisor. The Subadviser maintains Subadvisor will maintain a written Code code of Ethics that complies ethics complying with the requirements of Rule 17j-1 under the Investment Company Act, as amended. The Subadviser certifies that it has adopted procedures reasonably necessary to prevent its "access persons," as such term is defined in Rule 17j-1, from violating the Code of Ethics. The Subadviser shall notify the Board upon the adoption of any material change to its Code of Ethics so that the Board, including a majority of the Trustees who are not interested persons of the Trust, may approve such change not later than six months after its adoption by the Subadviser, as required by Rule 17j-1. The Subadviser also shall 1940 Act and will provide the Trust Fund with a copy of the code of ethics, including any amendments to thereto, and evidence of its Code of Ethics that do not represent a material change to such Codeadoption. Within 45 days of the end of each year while this Agreement is in effect (or more frequently if required by Rule 17j-1 or as the Trust Fund may reasonably request), an officer of the Subadviser Subadvisor shall provide certify in writing to the Board Fund that the Subadvisor has complied with the requirements of Rule 17j-1 during the previous year and that there has been no violation of its code of ethics or, if such a written report thatviolation has occurred, that appropriate action was taken in response to such violation. Subadvisor shall also certify to the Fund with respect to such other matters as may be required by Rule 17j-1: (1) describes any issue arising under the Subadviser's Code of Ethics or procedures since the last report to the Board, including, but not limited to, information about material violations of the Code or procedures and sanctions imposed in response to the material violations, and (2) certifies that the Subadviser has adopted procedures reasonably necessary to prevent its access persons from violating its Code of Ethics. Upon the written request of the TrustFund, the Subadviser Subadvisor shall permit the Trust Fund to examine the reports to be made by the Subadviser Subadvisor under Rule 17j-1(d) and the records the Subadviser Subadvisor maintains pursuant to Rule 17j-1(f). The Subadviser shall Subadvisor will furnish the Manager from time to time with copies, properly certified or otherwise authenticated, of all material amendments of or supplements to the foregoing, if any. Additionally, the Subadviser shall Subadvisor will provide to the Manager such other documents relating to its services under this Agreement as the Manager may reasonably request on a periodic basis. Such amendments or supplements as to items (a) through (c) above shall will be provided within 30 days of the time such materials became available to the SubadviserSubadvisor. The Subadviser shall Subadvisor will promptly notify the Manager of any proposed transaction or other event that results could reasonably be expected to result in an "assignment" of this Agreement within the meaning of the Investment Company 1940 Act. In addition, the Subadviser shall Subadvisor will promptly complete and return to the Manager or the Trust any compliance questionnaires or other inquiries submitted to the Subadviser Subadvisor in writing.

Delivery of Documents to the Manager. The Subadviser shall furnish has furnished the Manager with copies of each of the following documents: (a) The Subadviser's most recent balance sheet; (b) Separate lists of persons whom who the Subadviser wishes to have authorized to give written and/or oral instructions to the Custodian Custodians and the fund accounting agent of Trust assets for the Series; (c) The Code of Ethics of the Subadviser as currently in effect; and (d) Any compliance policiesmanuals, trading, commission and other reports, confirmation of the Subadviser's insurance coverage (in form and substance satisfactory to the Manager)policies, and such other management or operational documents as the Manager may reasonably request in writing (on behalf of itself or the BoardTrustees of the Trust) in assessing the Subadviser. The Subadviser maintains will maintain a written Code code of Ethics that complies ethics complying with the requirements of Rule 17j-1 under the Investment Company Act, as amended. The Subadviser certifies that it has adopted procedures reasonably necessary to prevent its "access persons," as such term is defined in Rule 17j-1, from violating the Code of Ethics. The Subadviser shall notify the Board upon the adoption of any material change to its Code of Ethics so that the Board, including a majority of the Trustees who are not interested persons of the Trust, may approve such change not later than six months after its adoption by the Subadviser, as required by Rule 17j-1. The Subadviser also shall 1940 Act and will provide the Trust with a copy of the code of ethics, including any amendments to thereto, and evidence of its Code of Ethics that do not represent a material change to such Codeadoption. Within 45 days of the end of each year while this Agreement is in effect (or more frequently if required by Rule 17j-1 or as the Trust may reasonably request), an officer of the Subadviser shall provide certify in writing to the Board Trust that the Subadviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no violation of its code of ethics or, if such a written report thatviolation has occurred, that appropriate action was taken in response to such violation. Subadviser shall also certify to the Trust with respect to such other matters as may be required by Rule 17j-1: (1) describes any issue arising under the Subadviser's Code of Ethics or procedures since the last report to the Board, including, but not limited to, information about material violations of the Code or procedures and sanctions imposed in response to the material violations, and (2) certifies that the Subadviser has adopted procedures reasonably necessary to prevent its access persons from violating its Code of Ethics. Upon the written request of the Trust, the Subadviser shall permit the Trust to examine the reports to be made by the Subadviser under Rule 17j-1(d) and the records the Subadviser maintains pursuant to Rule 17j-1(f). The Subadviser shall will furnish the Manager from time to time with copies, properly certified or otherwise authenticated, of all material amendments of or supplements to the foregoing, if any. Additionally, the Subadviser shall will provide to the Manager such other documents relating to its services under this Agreement as the Manager may reasonably request on a periodic basis. Such amendments or supplements as to items (a) through (c) above shall will be provided within 30 days of the time such materials became available to the Subadviser. The Subadviser shall will promptly notify the Manager of any proposed transaction or other event that results could reasonably be expected to result in an "assignment" of this Agreement within the meaning of the Investment Company 1940 Act. In addition, the Subadviser shall will promptly complete and return to the Manager or the Trust any compliance questionnaires or other inquiries submitted to the Subadviser in writing.

Delivery of Documents to the Manager. The Subadviser Adviser or the Sub-Adviser has furnished the Manager with true, correct and complete copies of the following documents: (a) The Declaration of Trust and By-Laws of the Trust, as in effect on the date hereof; (b) The Registration Statement filed with the Commission under the 1940 Act, including the prospectuses related to the Fund(s) included therein; (c) The Advisory Agreement and the Sub-Advisory Agreement; and (d) Written guidelines, policies and procedures adopted by the Trust that are applicable to the Fund(s) and the Investment Guidelines. The Adviser or the Sub-Adviser will furnish the Manager with all future amendments and supplements to the foregoing as soon as practicable after such documents become available, and the Manager shall not be liable hereunder for failure to comply with the foregoing until the Manager has received such documents or drafts thereof. The Adviser or the Sub-Adviser shall furnish the Manager with any further documents, materials or information that the Manager may reasonably request in connection with the performance of its duties hereunder. The Manager shall furnish the Adviser or the Sub- Adviser with written certifications, in such form as the Adviser or the Sub-Adviser shall reasonably request, that it has received and reviewed the most recent version of the foregoing documents provided by the Adviser or the Sub-Adviser and that it will comply with such documents in the performance of its obligations under this Agreement. Section 5. Delivery of Documents to the Adviser and the Sub-Adviser. The Manager has furnished, and in the future will furnish, the Adviser and the Sub-Adviser with true, correct and complete copies of each of the following documents: (a) The SubadviserManager's most recent Form ADV; (b) The Manager's most recent balance sheet; (b) Separate lists of persons whom the Subadviser wishes to have authorized to give written and/or oral instructions to the Custodian and the fund accounting agent of Trust assets for the Series; ; (c) The current Code of Ethics of the Subadviser as currently in effect; and (d) Any compliance policiesManager, trading, commission and other reports, confirmation of the Subadviser's insurance coverage (in form and substance satisfactory adopted pursuant to the Manager), and such other management or operational documents as the Manager may reasonably request in writing (on behalf of itself or the Board) in assessing the Subadviser. The Subadviser maintains a written Code of Ethics that complies with the requirements of Rule 17j-1 under the Investment Company 1940 Act, as amended. The Subadviser certifies that it has adopted procedures reasonably necessary to prevent its "access persons," as such term is defined in Rule 17j-1, from violating the Code of Ethics. The Subadviser shall notify the Board upon the adoption of any material change to its Code of Ethics so that the Board, including a majority of the Trustees who are not interested persons of the Trust, may approve such change not later than six months after its adoption by the Subadviser, as required by Rule 17j-1. The Subadviser also shall provide the Trust and annual certifications regarding compliance with a copy of any amendments to its Code of Ethics that do not represent a material change to such Code. Within 45 days of the end of each year while this Agreement is in effect (or more frequently if required by Rule 17j-1 or as the Trust may reasonably request), the Subadviser shall provide the Board with a written report that, as required by Rule 17j-1: (1) describes any issue arising under the Subadviser's Code of Ethics or procedures since the last report to the Board, including, but not limited to, information about material violations of the Code or procedures and sanctions imposed in response to the material violations, ; and (2) certifies that the Subadviser has adopted procedures reasonably necessary to prevent its access persons from violating its Code of Ethics. Upon the written request of the Trust, the Subadviser shall permit the Trust to examine the reports to be made by the Subadviser under Rule 17j-1(d) and the records the Subadviser maintains pursuant to Rule 17j-1(f). The Subadviser shall furnish the Manager from time to time with copies, properly certified or otherwise authenticated, of all material amendments of or supplements to the foregoing, if any. Additionally, the Subadviser shall provide to the Manager such other documents relating to its services under this Agreement as the Manager may reasonably request on a periodic basis. Such amendments or supplements as to items (a) through (c) above shall be provided within 30 days of the time such materials became available to the Subadviser. The Subadviser shall promptly notify the Manager of any transaction or other event that results in an "assignment" of this Agreement within the meaning of the Investment Company Act. In addition, the Subadviser shall promptly complete and return to the Manager or the Trust any compliance questionnaires or other inquiries submitted to the Subadviser in writing.

Delivery of Documents to the Manager. The Subadviser shall furnish Adviser or the Sub-Adviser has furnished the Manager with true, correct and complete copies of each of the following documents: (a) The Subadviser's most recent balance sheet; Declaration of Trust and By-Laws of the Trust, as in effect on the date hereof; (b) Separate lists of persons whom The Registration Statement filed with the Subadviser wishes to have authorized to give written and/or oral instructions Commission under the 1940 Act, including the prospectuses related to the Custodian and the fund accounting agent of Trust assets for the SeriesFund(s) included therein; (c) The Code of Ethics of Advisory Agreement and the Subadviser as currently in effectSub-Advisory Agreement; and and (d) Any compliance policies, trading, commission and other reports, confirmation Resolutions of the SubadviserBoard as may be adopted from time to time that affect the Manager's insurance coverage (in form and substance satisfactory services to the Manager)Manager Portion provided pursuant to this Agreement; and (e) Written guidelines, policies and procedures adopted by the Trust that are applicable to the Fund(s) and the Investment Guidelines. The Adviser or the Sub-Adviser will furnish the Manager with all future amendments and supplements to the foregoing as soon as practicable after such other management documents become available. The Adviser or operational documents as the Sub-Adviser shall furnish the Manager with any further documents, materials or information that the Manager may reasonably request in writing (on behalf connection with the performance of itself its duties hereunder. The Manager shall furnish the Adviser or the Board) Sub- Adviser with written certifications, in assessing such form as the Subadviser. The Subadviser maintains a written Code of Ethics that complies with Adviser or the requirements of Rule 17j-1 under the Investment Company ActSub-Adviser shall reasonably request, as amended. The Subadviser certifies that it has adopted procedures reasonably necessary to prevent its "access persons," as such term is defined in Rule 17j-1, from violating received and reviewed the Code of Ethics. The Subadviser shall notify the Board upon the adoption of any material change to its Code of Ethics so that the Board, including a majority most recent version of the Trustees who are not interested persons of the Trust, may approve such change not later than six months after its adoption foregoing documents provided by the SubadviserAdviser or the Sub-Adviser and that it will comply with such documents in the performance of its obligations under this Agreement; provided, as required by Rule 17j-1. The Subadviser also shall provide the Trust with a copy of any amendments to its Code of Ethics however, that do not represent a material change to such Code. Within 45 days of the end of each year while this Agreement is in effect (or more frequently if required by Rule 17j-1 or as the Trust may reasonably request), the Subadviser shall provide the Board with a written report that, as required by Rule 17j-1: (1) describes any issue arising under the Subadviser's Code of Ethics or procedures since the last report to the Board, including, but not limited to, information about material violations of the Code or procedures and sanctions imposed in response to the material violations, and (2) certifies that the Subadviser has adopted procedures reasonably necessary to prevent its access persons from violating its Code of Ethics. Upon the written request of the Trust, the Subadviser shall permit the Trust to examine the reports to be made by the Subadviser under Rule 17j-1(d) Adviser and the records the Subadviser maintains pursuant to Rule 17j-1(f). The Subadviser shall furnish Sub-Adviser each understands and agrees that the Manager from time shall bear no responsibility or liability for failure to time comply with copiesthe foregoing documents and any supplements or amendments thereto, properly certified or otherwise authenticated, of all material amendments of or supplements to the foregoing, if any. Additionally, the Subadviser shall provide to until the Manager has received and had a reasonable opportunity to review such other documents relating to its services under this Agreement as the Manager may reasonably request on a periodic basis. Such amendments or supplements as to items (a) through (c) above shall be provided within 30 days of the time such materials became available to the Subadviser. The Subadviser shall promptly notify the Manager of any transaction or other event that results in an "assignment" of this Agreement within the meaning of the Investment Company Act. In addition, the Subadviser shall promptly complete and return to the Manager or the Trust any compliance questionnaires or other inquiries submitted to the Subadviser in writingmaterials.

Delivery of Documents to the Manager. The Subadviser shall furnish has furnished the Manager with copies of each of the following documents: (a) The Subadviser's most recent Form ADV; (b) The Subadviser's most recent balance sheet; (bc) Separate lists of persons whom who the Subadviser wishes to have authorized to give written and/or oral instructions to the Custodian Custodians and the fund accounting agent of Trust assets for the Series;; and (cd) The Code of Ethics of the Subadviser as currently in effect; and (d) Any compliance policies, trading, commission and other reports, confirmation of the Subadviser's insurance coverage (in form and substance satisfactory to the Manager), and such other management or operational documents as the Manager may reasonably request in writing (on behalf of itself or the Board) in assessing the Subadviser. The Subadviser maintains a written Code of Ethics that complies with the requirements of Rule 17j-1 under the Investment Company 1940 Act, as amended. The Subadviser certifies that it has adopted procedures reasonably necessary to prevent its "access persons," as such term is defined in Rule 17j-1, from violating the Code of Ethics. The Subadviser shall notify the Board upon the adoption of any material change to its Code of Ethics so that the Board, including a majority of the Trustees who are not interested persons of the Trust, may approve such change not later than six months after its adoption by the Subadviser, as required by Rule 17j-1. The Subadviser also shall provide the Trust with a copy of any amendments to its Code of Ethics that do not represent a material change to such Code. Within 45 days of the end of each year while this Agreement is in effect (or more frequently if required by Rule 17j-1 or as the Trust may reasonably request), the Subadviser shall provide the Board with a written report that, as required by Rule 17j-1: (1) describes any issue arising under the Subadviser's Code of Ethics or procedures since the last report to the Board, including, but not limited to, information about material violations of the Code or procedures and sanctions imposed in response to the material violations, and (2) certifies that the Subadviser has adopted procedures reasonably necessary to prevent its access persons from violating its Code of Ethics. Upon the written request of the Trust, the Subadviser shall permit the Trust to examine the reports to be made by the Subadviser under Rule 17j-1(d) and the records the Subadviser maintains pursuant to Rule 17j-1(f). The Subadviser shall will furnish the Manager from time to time with copies, properly certified or otherwise authenticated, of all material amendments of or supplements to the foregoing, if any. Additionally, the Subadviser shall will provide to the Manager such other documents relating to its services under this Agreement as the Manager may reasonably request on a periodic basis. Such amendments or supplements as to items (a) through (c) above shall will be provided within 30 days of the time such materials became available to the Subadviser. The Subadviser shall promptly notify the Manager of any transaction or other event that results in an "assignment" of this Agreement within the meaning of the Investment Company Act. In addition, the Subadviser shall promptly complete and return to the Manager or the Trust any compliance questionnaires or other inquiries submitted to the Subadviser in writing.

Delivery of Documents to the Manager. The Subadviser shall will furnish the Manager with copies of each of the following documents: (a) The Subadviser's most recent balance sheet; (b) Separate lists of persons whom who the Subadviser wishes to have authorized to give written and/or oral instructions to the Custodian Custodians and the fund accounting agent of Trust assets for the Series; (c) The Code of Ethics of the Subadviser as currently in effect; and (d) Any compliance policiesmanuals, trading, commission and other reports, confirmation of the Subadviser's insurance coverage (in form and substance satisfactory to the Manager)policies, and such other management or operational documents as the Manager may reasonably request in writing (on behalf of itself or the BoardTrustees of the Trust) in assessing the Subadviser. The Subadviser maintains will maintain a written Code code of Ethics that complies ethics complying with the requirements of Rule 17j-1 17j -I under the Investment Company Act, as amended. The Subadviser certifies that it has adopted procedures reasonably necessary to prevent its "access persons," as such term is defined in Rule 17j-1, from violating the Code of Ethics. The Subadviser shall notify the Board upon the adoption of any material change to its Code of Ethics so that the Board, including a majority of the Trustees who are not interested persons of the Trust, may approve such change not later than six months after its adoption by the Subadviser, as required by Rule 17j-1. The Subadviser also shall 1940 Act and will provide the Trust with a copy of the code of ethics, including any amendments to thereto, and evidence of its Code of Ethics that do not represent a material change to such Codeadoption. Within 45 days of the end of each year while this Agreement is in effect (or more frequently if required by Rule 17j-1 or as the Trust may reasonably request), an officer of the Subadviser shall provide certify in writing to Trust that the Board Subadviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no violation of its code of ethics or, if such a written report thatviolation has occurred, that appropriate action was taken in response to such violation. Subadviser shall also certify to the Trust with respect to such other matters as may be required by Rule 17j-1: (1) describes any issue arising under the Subadviser's Code of Ethics or procedures since the last report to the Board, including, but not limited to, information about material violations of the Code or procedures and sanctions imposed in response to the material violations, and (2) certifies that the Subadviser has adopted procedures reasonably necessary to prevent its access persons from violating its Code of Ethics. Upon the written request of the Trust, the Subadviser shall permit the Trust to examine the reports to be made by the Subadviser under Rule 17j-1(d17j-1 (d) and the records the Subadviser maintains pursuant to Rule 17j-1(f). The Subadviser shall will furnish the Manager from time to time with copies, properly certified or otherwise authenticated, of all material amendments of or supplements to the foregoing, if any. Additionally, the Subadviser shall will provide to the Manager such other documents relating to its services under this Agreement as the Manager may reasonably request on a periodic basis. Such amendments or supplements as to items (a) through (c) above shall will be provided within 30 days of the time such materials became available to the Subadviser. The Subadviser shall will promptly notify the Manager of any proposed transaction or other event that results could reasonably be expected to result in an "assignment" of this Agreement within the meaning of the Investment Company 1940 Act. In addition, the Subadviser shall will promptly complete and return to the Manager or the Trust any compliance questionnaires or other inquiries submitted to the Subadviser in writing.

Delivery of Documents to the Manager. The Subadviser shall furnish Adviser or the Sub-Adviser has furnished the Manager with true, correct and complete copies of each of the following documents: (a) The Subadviser's most recent balance sheetDeclaration of Trust and By-Laws of the Trust, as in effect on the date hereof; (b) Separate lists of persons whom The Registration Statement filed with the Subadviser wishes to have authorized to give written and/or oral instructions Commission under the 1940 Act, including the prospectuses related to the Custodian and the fund accounting agent of Trust assets for the SeriesFund(s) included therein; (c) The Code of Ethics of Advisory Agreement and the Subadviser as currently in effectSub-Advisory Agreement; and (d) Any compliance policies, trading, commission and other reports, confirmation Resolutions of the Subadviser's insurance coverage (in form and substance satisfactory Board as may be adopted from time to time that affect the Manager’s services to the Manager)Manager Portion provided pursuant to this Agreement; and (e) Written guidelines, policies and procedures adopted by the Trust that are applicable to the Fund(s) and the Investment Guidelines. The Adviser or the Sub-Adviser will furnish the Manager with all future amendments and supplements to the foregoing as soon as practicable after such other management documents become available. The Adviser or operational documents as the Sub-Adviser shall furnish the Manager with any further documents, materials or information that the Manager may reasonably request in writing (on behalf connection with the performance of itself its duties hereunder. The Manager shall furnish the Adviser or the Board) Sub-Adviser with written certifications, in assessing such form as the Subadviser. The Subadviser maintains a written Code of Ethics that complies with Adviser or the requirements of Rule 17j-1 under the Investment Company ActSub-Adviser shall reasonably request, as amended. The Subadviser certifies that it has adopted procedures reasonably necessary to prevent its "access persons," as such term is defined in Rule 17j-1, from violating received and reviewed the Code of Ethics. The Subadviser shall notify the Board upon the adoption of any material change to its Code of Ethics so that the Board, including a majority most recent version of the Trustees who are not interested persons of the Trust, may approve such change not later than six months after its adoption foregoing documents provided by the SubadviserAdviser or the Sub-Adviser and that it will comply with such documents in the performance of its obligations under this Agreement; provided, as required by Rule 17j-1. The Subadviser also shall provide the Trust with a copy of any amendments to its Code of Ethics however, that do not represent a material change to such Code. Within 45 days of the end of each year while this Agreement is in effect (or more frequently if required by Rule 17j-1 or as the Trust may reasonably request), the Subadviser shall provide the Board with a written report that, as required by Rule 17j-1: (1) describes any issue arising under the Subadviser's Code of Ethics or procedures since the last report to the Board, including, but not limited to, information about material violations of the Code or procedures and sanctions imposed in response to the material violations, and (2) certifies that the Subadviser has adopted procedures reasonably necessary to prevent its access persons from violating its Code of Ethics. Upon the written request of the Trust, the Subadviser shall permit the Trust to examine the reports to be made by the Subadviser under Rule 17j-1(d) Adviser and the records the Subadviser maintains pursuant to Rule 17j-1(f). The Subadviser shall furnish Sub-Adviser each understands and agrees that the Manager from time shall bear no responsibility or liability for failure to time comply with copiesthe foregoing documents and any supplements or amendments thereto, properly certified or otherwise authenticated, of all material amendments of or supplements to the foregoing, if any. Additionally, the Subadviser shall provide to until the Manager has received and had a reasonable opportunity to review such other documents relating to its services under this Agreement as the Manager may reasonably request on a periodic basis. Such amendments or supplements as to items (a) through (c) above shall be provided within 30 days of the time such materials became available to the Subadviser. The Subadviser shall promptly notify the Manager of any transaction or other event that results in an "assignment" of this Agreement within the meaning of the Investment Company Act. In addition, the Subadviser shall promptly complete and return to the Manager or the Trust any compliance questionnaires or other inquiries submitted to the Subadviser in writingmaterials.

Delivery of Documents to the Manager. The Subadviser Adviser or the Sub-Adviser has furnished the Manager with true, correct and complete copies of the following documents: ( a) The Declaration of Trust, as in effect on the date hereof; (b) The Registration Statement filed with the Commission under the 1940 Act, including the prospectuses related to the Fund(s) included therein; (c) The Advisory Agreement and the Sub-Advisory Agreement; and (d) Written guidelines, policies and procedures adopted by the Trust that are applicable to the Fund(s) and the Investment Guidelines The Adviser or the Sub-Adviser will furnish the Manager with all future amendments and supplements to the foregoing as soon as practicable after such documents become available and the Manager shall be provided with a sufficient notice to comply with any such revised documents. The Adviser or the Sub-Adviser shall furnish the Manager with copies of each of the following any further documents: (a) The Subadviser's most recent balance sheet; (b) Separate lists of persons whom the Subadviser wishes to have authorized to give written and/or oral instructions to the Custodian and the fund accounting agent of Trust assets for the Series; (c) The Code of Ethics of the Subadviser as currently in effect; and (d) Any compliance policies, trading, commission and other reports, confirmation of the Subadviser's insurance coverage (in form and substance satisfactory to the Manager), and such other management materials or operational documents as information that the Manager may reasonably request in writing (on behalf connection with the performance of itself its duties hereunder. The Manager shall furnish the Adviser or the Board) Sub- Adviser with written certifications, in assessing such form as the Subadviser. The Subadviser maintains a written Code Adviser or the Sub-Adviser shall reasonably request, that it has received and reviewed the most recent version of Ethics the foregoing documents provided by the Adviser or the Sub-Adviser and that complies it will comply with the requirements of Rule 17j-1 under the Prospectus, the SAI, the Investment Company ActGuidelines, policies and procedures adopted by the Trust and applicable to the Trust and the Investment Guidelines in the performance of its obligations under this Agreement. The Trust represents that it will claim an exclusion with respect to the Fund(s) from the definition of a "commodity pool operator" pursuant to Rule 4.5 of the Commodity Exchange Act of 1974, as amendedamended ("CEA") with respect to the Fund(s) at the commencement of its operations. The Subadviser certifies At the commencement of the Fund(s)'s operations, the Manager shall rely on an exemption from registration as a Commodity Trading Advisor under Rule 4.14(a)(8) of CEA with respect to registered investment companies that it has adopted procedures reasonably necessary to prevent its "access persons," as such term is defined rely on an exemption in Rule 17j-1, from violating 4.5 (as is the Code of Ethics. The Subadviser shall notify the Board upon the adoption of any material change to its Code of Ethics so that the Board, including a majority of the Trustees who are not interested persons of the Trust, may approve such change not later than six months after its adoption by the Subadviser, as required by Rule 17j-1. The Subadviser also shall provide case with the Trust with a copy of any amendments to its Code of Ethics that do not represent a material change to such Code. Within 45 days of the end of each year while this Agreement is in effect (or more frequently if required by Rule 17j-1 or as the Trust may reasonably request), the Subadviser shall provide the Board with a written report that, as required by Rule 17j-1: (1) describes any issue arising under the Subadviser's Code of Ethics or procedures since the last report respect to the Board, including, but not limited to, information about material violations of the Code or procedures and sanctions imposed in response to the material violations, and (2) certifies that the Subadviser has adopted procedures reasonably necessary to prevent its access persons from violating its Code of Ethics. Upon the written request of the Trust, the Subadviser shall permit the Trust to examine the reports to be made by the Subadviser under Rule 17j-1(dFund(s)) and will manage the records the Subadviser maintains pursuant to Rule 17j-1(f). The Subadviser shall furnish the Manager account as if it was exempt from time to time with copies, properly certified or otherwise authenticated, of all material amendments of or supplements to the foregoing, if any. Additionally, the Subadviser shall provide to the Manager such other documents relating to its services under this Agreement registration as the Manager may reasonably request on a periodic basis. Such amendments or supplements as to items (a) through (c) above shall be provided within 30 days of the time such materials became available to the Subadviser. The Subadviser shall promptly notify the Manager of any transaction or other event that results in an "assignment" of this Agreement within the meaning of the Investment Company Act. In addition, the Subadviser shall promptly complete and return to the Manager or the Trust any compliance questionnaires or other inquiries submitted to the Subadviser in writingCommodity Trading Advisor.

Delivery of Documents to the Manager. The Subadviser Adviser or the Sub-Adviser has furnished the Manager with true, correct and complete copies of the following documents: (a) The Declaration of Trust and By-Laws of the Trust, if any, as in effect on the date hereof; (b) The Registration Statement filed with the Commission under the 1940 Act, including the prospectuses related to the Fund(s) included therein; (c) The Advisory Agreement and the Sub-Advisory Agreement; (d) Resolutions of the Board as may be adopted from time to time that materialy affect the Manager's services to the Manager Portion provided pursuant to this Agreement; and (e) Written guidelines, policies and procedures adopted by the Trust that are applicable to the Fund(s) and the Investment Guidelines. The Adviser or the Sub-Adviser will furnish the Manager with all future amendments and supplements to the foregoing as soon as practicable after such documents become available. The Adviser or the Sub-Adviser shall furnish the Manager with any further documents, materials or information that the Manager may reasonably request in connection with the performance of its duties hereunder. For the avoidance of doubt, Manager shall not be responsible for compliance with any future amendment or supplement to the foregoing or any further documents, materials or information until Manager has received and had a reasonable opportunity to comply their requirements. The Manager shall furnish the Adviser or the Sub- Adviser with written certifications, in such form as the Adviser or the Sub-Adviser shall reasonably request, that it has received and reviewed the most recent version of the foregoing documents provided by the Adviser or the Sub-Adviser and that it will comply with such documents in the performance of its obligations under this Agreement. Section 5. Delivery of Documents to the Adviser and the Sub-Adviser. The Manager has furnished, and in the future will furnish, the Adviser and the Sub-Adviser with true, correct and complete copies of each of the following documents: (a) The SubadviserManager's most recent balance sheet; Form ADV; (b) Separate lists of persons whom the Subadviser wishes to have authorized to give written and/or oral instructions to the Custodian and the fund accounting agent of Trust assets for the Series; (c) The current Code of Ethics of the Subadviser as currently in effect; and (d) Any compliance policiesManager, trading, commission and other reports, confirmation of the Subadviser's insurance coverage (in form and substance satisfactory adopted pursuant to the Manager), and such other management or operational documents as the Manager may reasonably request in writing (on behalf of itself or the Board) in assessing the Subadviser. The Subadviser maintains a written Code of Ethics that complies with the requirements of Rule 17j-1 under the Investment Company 1940 Act, as amended. The Subadviser certifies that it has adopted procedures reasonably necessary to prevent its "access persons," as such term is defined in Rule 17j-1, from violating the Code of Ethics. The Subadviser shall notify the Board upon the adoption of any material change to its Code of Ethics so that the Board, including a majority of the Trustees who are not interested persons of the Trust, may approve such change not later than six months after its adoption by the Subadviser, as required by Rule 17j-1. The Subadviser also shall provide the Trust and annual certifications regarding compliance with a copy of any amendments to its Code of Ethics that do not represent a material change to such Code. Within 45 days of the end of each year while this Agreement is in effect (or more frequently if required by Rule 17j-1 or as the Trust may reasonably request), the Subadviser shall provide the Board with a written report that, as required by Rule 17j-1: (1) describes any issue arising under the Subadviser's Code of Ethics or procedures since the last report to the Board, including, but not limited to, information about material violations of the Code or procedures and sanctions imposed in response to the material violations, ; and (2) certifies that the Subadviser has adopted procedures reasonably necessary to prevent its access persons from violating its Code of Ethics. Upon the written request of the Trust, the Subadviser shall permit the Trust to examine the reports to be made by the Subadviser under Rule 17j-1(d) and the records the Subadviser maintains pursuant to Rule 17j-1(f). The Subadviser shall furnish the Manager from time to time with copies, properly certified or otherwise authenticated, of all material amendments of or supplements to the foregoing, if any. Additionally, the Subadviser shall provide to the Manager such other documents relating to its services under this Agreement as the Manager may reasonably request on a periodic basis. Such amendments or supplements as to items (a) through (c) above shall be provided within 30 days of the time such materials became available to the Subadviser. The Subadviser shall promptly notify the Manager of any transaction or other event that results in an "assignment" of this Agreement within the meaning of the Investment Company Act. In addition, the Subadviser shall promptly complete and return to the Manager or the Trust any compliance questionnaires or other inquiries submitted to the Subadviser in writing.

Delivery of Documents to the Manager. The Subadviser shall furnish has furnished the Manager with copies of each of the following documents: (a) The Subadviser's most recent balance sheet; (b) Separate lists of persons whom who the Subadviser wishes to have authorized to give written and/or oral instructions to the Custodian Custodians and the fund accounting agent of Trust assets for the Series; (c) The Code of Ethics of the Subadviser as currently in effect; and (d) Any compliance policiesmanuals, trading, commission and other reports, confirmation of the Subadviser's insurance coverage (in form and substance satisfactory to the Manager)policies, and such other management or operational documents as the Manager may reasonably request in writing (on behalf of itself or the BoardTrustees of the Trust) in assessing the Subadviser. The Subadviser maintains will maintain a written Code code of Ethics that complies ethics complying with the requirements of Rule 17j-1 under the Investment Company Act, as amended. The Subadviser certifies that it has adopted procedures reasonably necessary to prevent its "access persons," as such term is defined in Rule 17j-1, from violating the Code of Ethics. The Subadviser shall notify the Board upon the adoption of any material change to its Code of Ethics so that the Board, including a majority of the Trustees who are not interested persons of the Trust, may approve such change not later than six months after its adoption by the Subadviser, as required by Rule 17j-1. The Subadviser also shall 1940 Act and will provide the Trust with a copy of the code of ethics, including any amendments to thereto, and evidence of its Code of Ethics that do not represent a material change to such Codeadoption. Within 45 days of the end of each year while this Agreement is in effect (or more frequently if required by Rule 17j-1 or as the Trust may reasonably request), an officer of the Subadviser shall provide certify in writing to the Board Trust that the Subadviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no violation of its code of ethics or, if such a written report thatviolation has occurred, that appropriate action was taken in response to such violation. Subadviser shall also certify to the Trust with respect to such other matters as may be required by Rule 17j-1: (1) describes any issue arising under the Subadviser's Code of Ethics or procedures since the last report to the Board, including, but not limited to, information about material violations of the Code or procedures and sanctions imposed in response to the material violations, and (2) certifies that the Subadviser has adopted procedures reasonably necessary to prevent its access persons from violating its Code of Ethics. Upon the written request of the Trust, the Subadviser shall permit the Trust to examine the reports to be made by the Subadviser under Rule 17j-1(d) and and the records the Subadviser maintains pursuant to Rule 17j-1(f). The Subadviser shall will furnish the Manager from time to time with copies, properly certified or otherwise authenticated, of all material amendments of or supplements to the foregoing, if any. Additionally, the Subadviser shall will provide to the Manager such other documents relating to its services under this Agreement as the Manager may reasonably request on a periodic basis. Such amendments or supplements as to items (a) through (c) above shall will be provided within 30 days of the time such materials became available to the Subadviser. The Subadviser shall will promptly notify the Manager of any proposed transaction or other event that results could reasonably be expected to result in an "assignment" of this Agreement within the meaning of the Investment Company 1940 Act. In addition, the Subadviser shall will promptly complete and return to the Manager or the Trust any compliance questionnaires or other inquiries submitted to the Subadviser in writing.

Delivery of Documents to the Manager. The Subadviser Adviser or the Sub-Adviser has furnished the Manager with true, correct and complete copies of the following documents: ( a) The Declaration of Trust, as in effect on the date hereof; (b) The Registration Statement filed with the Commission under the 1940 Act, including the prospectuses related to the Fund(s) included therein; (c) The Advisory Agreement and the Sub-Advisory Agreement; and (d) Written policies and procedures adopted by the Trust that are applicable to the Manager Portion (such policies and procedures that are delivered to the Manager, the "Investment Policies") and the Investment Guidelines. The Adviser or the Sub-Adviser will furnish the Manager with all future amendments and supplements to the foregoing as soon as practicable after such documents become available. The Adviser or the Sub-Adviser shall furnish the Manager with any further documents, materials or information that the Manager may reasonably request in connection with the performance of its duties hereunder. The Manager shall furnish the Adviser or the Sub- Adviser with written certifications, in such form as the Adviser or the Sub-Adviser shall reasonably request, that it has received and reviewed the most recent version of the foregoing documents provided by the Adviser or the Sub-Adviser and that it will comply with the Investment Policies and the Investment Guidelines in the performance of its obligations under this Agreement. Section 5. Delivery of Documents to the Adviser and the Sub-Adviser. The Manager has furnished, and in the future will furnish upon request, the Adviser and the Sub-Adviser with true, correct and complete copies of each of the following documents: (a) The SubadviserManager's most recent balance sheet; Form ADV; (b) Separate lists of persons whom the Subadviser wishes to have authorized to give written and/or oral instructions to the Custodian and the fund accounting agent of Trust assets for the Series; (c) The current Code of Ethics of the Subadviser as currently in effect; and (d) Any compliance policiesManager, tradingadopted pursuant to Rule 17j-1 under the 1940 Act, commission and other reports, confirmation of receipt of annual certifications from employees regarding compliance with such Code; and (c) Copies of its policies and procedures adopted pursuant to Rule 206(4)-7 under the Subadviser's insurance coverage (in form Advisers Act, as amended from time to time, and substance satisfactory the report memorializing the results of the annual review of the adequacy of such policies and procedures. In addition, upon request, the Manager will furnish the Adviser and the Sub-Adviser with a summary of the results of any examination of the Manager by the Commission or other regulatory agency with respect to the Manager)Managers investment management activities. Upon request the Manager will furnish the Adviser and the Sub-Adviser with updated copies of such documents to the extent that such documents have been changed materially. The Manager shall furnish the Adviser and the Sub-Adviser with any further documents, and such other management materials or operational documents information as the Manager Adviser or the Sub-Adviser may reasonably request in writing (on behalf of itself or the Board) in assessing the Subadviser. The Subadviser maintains a written Code of Ethics that complies connection with the requirements Managers performance of Rule 17j-1 its duties under the Investment Company Act, as amended. The Subadviser certifies that it has adopted procedures reasonably necessary to prevent its "access persons," as such term is defined in Rule 17j-1, from violating the Code of Ethics. The Subadviser shall notify the Board upon the adoption of any material change to its Code of Ethics so that the Board, including a majority of the Trustees who are not interested persons of the Trust, may approve such change not later than six months after its adoption by the Subadviser, as required by Rule 17j-1. The Subadviser also shall provide the Trust with a copy of any amendments to its Code of Ethics that do not represent a material change to such Code. Within 45 days of the end of each year while this Agreement is in effect (or more frequently if required by Rule 17j-1 or as the Trust may reasonably request), the Subadviser shall provide the Board with a written report that, as required by Rule 17j-1: (1) describes any issue arising under the Subadviser's Code of Ethics or procedures since the last report to the BoardAgreement, including, but not limited to, information about material violations regarding the Manager's financial condition, level of insurance coverage, code of ethics compliance, conflict mitigation practices, and any certifications or sub-certifications which are reasonably necessary for the Fund(s) registration statements, Form N-CSR filings or other regulatory filings, and in connection with the consideration of the Code or procedures and sanctions imposed in response to the material violations, and (2) certifies that the Subadviser has adopted procedures reasonably necessary to prevent its access persons from violating its Code of Ethics. Upon the written request of the Trust, the Subadviser shall permit the Trust to examine the reports to be made by the Subadviser under Rule 17j-1(d) and the records the Subadviser maintains pursuant to Rule 17j-1(f). The Subadviser shall furnish the Manager from time to time with copies, properly certified or otherwise authenticated, of all material amendments of or supplements to the foregoing, if any. Additionally, the Subadviser shall provide to the Manager such other documents relating to its services under this Agreement as the Manager may reasonably request on a periodic basis. Such amendments or supplements as to items (a) through (c) above shall be provided within 30 days of the time such materials became available to the Subadviser. The Subadviser shall promptly notify the Manager of any transaction or other event that results in an "assignment" continuation of this Agreement within the meaning of the Investment Company Actfor approval as set forth in Section 15 hereof. In addition, the Subadviser shall promptly complete and return to the Manager or the Trust any compliance questionnaires or other inquiries submitted to the Subadviser in writingSection 6.

Delivery of Documents to the Manager. The Subadviser shall furnish has furnished the Manager with copies of each of the following documents: (a) The Subadviser's most recent balance sheet; (b) Separate lists of persons whom who the Subadviser wishes to have authorized to give written and/or oral instructions to the Custodian Custodians and the fund accounting agent of Trust assets for the Series; (c) The Code of Ethics of the Subadviser as currently in effect; and (d) Any compliance policiesmanuals, trading, commission and other reports, confirmation of the Subadviser's insurance coverage (in form and substance satisfactory to the Manager)policies, and such other management or operational documents as the Manager may reasonably request in writing (on behalf of itself or the BoardTrustees of the Trust) in assessing the Subadviser. The Subadviser maintains will maintain a written Code code of Ethics that complies ethics complying with the requirements of Rule 17j-1 under the Investment Company Act, as amended. The Subadviser certifies that it has adopted procedures reasonably necessary to prevent its "access persons," as such term is defined in Rule 17j-1, from violating the Code of Ethics. The Subadviser shall notify the Board upon the adoption of any material change to its Code of Ethics so that the Board, including a majority of the Trustees who are not interested persons of the Trust, may approve such change not later than six months after its adoption by the Subadviser, as required by Rule 17j-1. The Subadviser also shall 1940 Act and will provide the Trust with a copy of the code of ethics, including any amendments to thereto, and evidence of its Code of Ethics that do not represent a material change to such Codeadoption. Within 45 days of the end of each year while this Agreement is in effect (or more frequently if required by Rule 17j-1 or as the Trust may reasonably request), an officer of the Subadviser shall provide certify in writing to the Board Trust that the Subadviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no violation of its code of ethics or, if such a written report thatviolation has occurred, that appropriate action was taken in response to such violation. Subadviser shall also certify to the Trust with respect to such other matters as may be required by Rule 17j-1: (1) describes any issue arising under the Subadviser's Code of Ethics or procedures since the last report to the Board, including, but not limited to, information about material violations of the Code or procedures and sanctions imposed in response to the material violations, and (2) certifies that the Subadviser has adopted procedures reasonably necessary to prevent its access persons from violating its Code of Ethics. Upon the written request of the Trust, the Subadviser shall permit the Trust to examine the reports to be made by the Subadviser under Rule 17j-1(d) and the records the Subadviser maintains pursuant to Rule 17j-1(f). The Subadviser shall will furnish the Manager from time to time with copies, properly certified or otherwise authenticated, of all material amendments of or supplements to the foregoing, if any. Additionally, the Subadviser shall will provide to the Manager such other documents relating to its services under this Agreement as the Manager may reasonably request on a periodic basis. Such amendments or supplements as to items (a) through (c) above shall will be provided within 30 days of the time such materials became available to the Subadviser. The Subadviser shall will promptly notify the Manager of any proposed transaction or other event that results could reasonably be expected to result in an "assignment" of this Agreement within the meaning of the Investment Company 1940 Act. In addition, the Subadviser shall will promptly complete and return to the Manager or the Trust any compliance questionnaires or other inquiries submitted to the Subadviser in writing.

Delivery of Documents to the Manager. The Subadviser Adviser or the Sub-Adviser has furnished the Manager with true, correct and complete copies of the following documents: ( a) The Declaration of Trust, as in effect on the date hereof; (b) The Registration Statement filed with the Commission under the 1940 Act, including the prospectuses related to the Fund(s) included therein; (c) The Advisory Agreement and the Sub-Advisory Agreement; and (d) Written guidelines, policies and procedures adopted by the Trust that are applicable to the Fund(s) and the Investment Guidelines. The Adviser or the Sub-Adviser will furnish the Manager with all future amendments and supplements to the foregoing as soon as practicable after such documents become available. The Adviser or the Sub-Adviser shall furnish the Manager with any further documents, materials or information that the Manager may reasonably request in connection with the performance of its duties hereunder. The Manager shall furnish the Adviser or the Sub- Adviser with written certifications, in such form as the Adviser or the Sub-Adviser shall reasonably request, that it has received and reviewed the most recent version of the foregoing documents provided by the Adviser or the Sub-Adviser and that it will comply with such documents in the performance of its obligations under this Agreement. Section 5. Delivery of Documents to the Adviser and the Sub-Adviser. The Manager has furnished, and in the future will furnish, the Adviser and the Sub-Adviser with true, correct and complete copies of each of the following documents: (a) The SubadviserManager's most recent Form ADV; (b) The Manager's most recent balance sheet; (b) Separate lists of persons whom the Subadviser wishes to have authorized to give written and/or oral instructions to the Custodian and the fund accounting agent of Trust assets for the Series; ; (c) The current Code of Ethics of the Subadviser as currently in effectManager, adopted pursuant to Rule 17j-1 under the 1940 Act, and annual certifications regarding compliance with such Code; andand ( (d) Any compliance policiesCopies of its policies and procedures adopted pursuant to Rule 206(4)-7 under the Advisers Act, tradingas amended from time to time, commission and other reports, confirmation the report memorializing the results of the Subadviser's insurance coverage (in form annual review of the adequacy of such policies and substance satisfactory procedures. In addition, the Manager will furnish the Adviser and the Sub-Adviser with a summary of the results of any examination of the Manager by the Commission or other regulatory agency with respect to the Manager), 's investment management activities. The Manager will furnish the Adviser and the Sub- Adviser with all such other management or operational documents as soon as practicable after such documents become available, to the extent that such documents have been changed materially. The Manager shall furnish the Adviser and the Sub- Adviser with any further documents, materials or information as the Adviser or the Sub-Adviser may reasonably request in writing (on behalf of itself or the Board) in assessing the Subadviser. The Subadviser maintains a written Code of Ethics that complies connection with the requirements Manager's performance of Rule 17j-1 its duties under the Investment Company Act, as amended. The Subadviser certifies that it has adopted procedures reasonably necessary to prevent its "access persons," as such term is defined in Rule 17j-1, from violating the Code of Ethics. The Subadviser shall notify the Board upon the adoption of any material change to its Code of Ethics so that the Board, including a majority of the Trustees who are not interested persons of the Trust, may approve such change not later than six months after its adoption by the Subadviser, as required by Rule 17j-1. The Subadviser also shall provide the Trust with a copy of any amendments to its Code of Ethics that do not represent a material change to such Code. Within 45 days of the end of each year while this Agreement is in effect (or more frequently if required by Rule 17j-1 or as the Trust may reasonably request), the Subadviser shall provide the Board with a written report that, as required by Rule 17j-1: (1) describes any issue arising under the Subadviser's Code of Ethics or procedures since the last report to the BoardAgreement, including, but not limited to, information about material violations regarding the Manager's financial condition, level of insurance coverage, code of ethics compliance, conflict mitigation practices, and any certifications or sub-certifications which may reasonably be requested in connection with Fund(s) registration statements, Form N-CSR filings or other regulatory filings, and in connection with the consideration of the Code or procedures and sanctions imposed in response to the material violations, and (2) certifies that the Subadviser has adopted procedures reasonably necessary to prevent its access persons from violating its Code of Ethics. Upon the written request of the Trust, the Subadviser shall permit the Trust to examine the reports to be made by the Subadviser under Rule 17j-1(d) and the records the Subadviser maintains pursuant to Rule 17j-1(f). The Subadviser shall furnish the Manager from time to time with copies, properly certified or otherwise authenticated, of all material amendments of or supplements to the foregoing, if any. Additionally, the Subadviser shall provide to the Manager such other documents relating to its services under this Agreement as the Manager may reasonably request on a periodic basis. Such amendments or supplements as to items (a) through (c) above shall be provided within 30 days of the time such materials became available to the Subadviser. The Subadviser shall promptly notify the Manager of any transaction or other event that results in an "assignment" continuation of this Agreement within the meaning of the Investment Company Actfor approval as set forth in Section 15 hereof. In addition, the Subadviser shall promptly complete and return to the Manager or the Trust any compliance questionnaires or other inquiries submitted to the Subadviser in writingSection 6.

Delivery of Documents to the Manager. The Subadviser shall furnish Adviser or the Sub-Adviser has furnished the Manager with true, correct and complete copies of each of the following documents: (a) The Subadviser's most recent balance sheetDeclaration ofTrust and By-Laws of the Trust, if any, as in effect on the date hereof; (b) Separate lists of persons whom The Registration Statement filed with the Subadviser wishes to have authorized to give written and/or oral instructions Commission under the 1940 Act, including the prospectuses related to the Custodian and the fund accounting agent of Trust assets for the SeriesFund(s) included therein; (c) The Code of Ethics Advisory Agreement and the Sub-Advisory Agreement; (d) Resolutions of the Subadviser Board as currently in effectmay be adopted from time to time that materialy affect the Manager’s services to the Manager Portion provided pursuant to this Agreement; and (de) Any compliance policiesWritten guidelines, trading, commission policies and other reports, confirmation of procedures adopted by the Subadviser's insurance coverage (in form and substance satisfactory Trust that are applicable to the Manager)Fund(s) and the Investment Guidelines. The Adviser or the Sub-Adviser will furnish the Manager with all future amendments and supplements to the foregoing as soon as practicable after such documents become available. The Adviser or the Sub-Adviser shall furnish the Manager with any further documents, and such other management materials or operational documents as information that the Manager may reasonably request in writing (on behalf connection with the performance of itself its duties hereunder. For the avoidance of doubt, Manager shall not be responsible for compliance with any future amendment or supplement to the foregoing or any further documents, materials or information until Manager has received and had a reasonable opportunity to comply their requirements. The Manager shall furnish the Adviser or the Board) Sub-Adviser with written certifications, in assessing such form as the Subadviser. The Subadviser maintains a written Code of Ethics that complies with Adviser or the requirements of Rule 17j-1 under the Investment Company ActSub-Adviser shall reasonably request, as amended. The Subadviser certifies that it has adopted procedures reasonably necessary to prevent its "access persons," as such term is defined in Rule 17j-1, from violating received and reviewed the Code of Ethics. The Subadviser shall notify the Board upon the adoption of any material change to its Code of Ethics so that the Board, including a majority most recent version of the Trustees who are not interested persons of the Trust, may approve such change not later than six months after its adoption foregoing documents provided by the Subadviser, as required by Rule 17j-1. The Subadviser also shall provide Adviser or the Trust Sub-Adviser and that it will comply with a copy such documents in the performance of any amendments to its Code of Ethics that do not represent a material change to such Code. Within 45 days of the end of each year while this Agreement is in effect (or more frequently if required by Rule 17j-1 or as the Trust may reasonably request), the Subadviser shall provide the Board with a written report that, as required by Rule 17j-1: (1) describes any issue arising under the Subadviser's Code of Ethics or procedures since the last report to the Board, including, but not limited to, information about material violations of the Code or procedures and sanctions imposed in response to the material violations, and (2) certifies that the Subadviser has adopted procedures reasonably necessary to prevent its access persons from violating its Code of Ethics. Upon the written request of the Trust, the Subadviser shall permit the Trust to examine the reports to be made by the Subadviser under Rule 17j-1(d) and the records the Subadviser maintains pursuant to Rule 17j-1(f). The Subadviser shall furnish the Manager from time to time with copies, properly certified or otherwise authenticated, of all material amendments of or supplements to the foregoing, if any. Additionally, the Subadviser shall provide to the Manager such other documents relating to its services obligations under this Agreement as the Manager may reasonably request on a periodic basis. Such amendments or supplements as to items (a) through (c) above shall be provided within 30 days of the time such materials became available to the Subadviser. The Subadviser shall promptly notify the Manager of any transaction or other event that results in an "assignment" of this Agreement within the meaning of the Investment Company Act. In addition, the Subadviser shall promptly complete and return to the Manager or the Trust any compliance questionnaires or other inquiries submitted to the Subadviser in writingAgreement.

Delivery of Documents to the Manager. The Subadviser shall furnish has furnished the Manager with copies of each of the following documents: (a) The Subadviser's most recent balance sheet; (b) Separate lists of persons whom who the Subadviser wishes to have authorized to give written and/or oral instructions to the Custodian Custodians and the fund accounting agent of Trust Corporation assets for the Series; (c) The Code of Ethics of the Subadviser as currently in effect; and (d) Any compliance policiesmanuals, trading, commission and other reports, confirmation of the Subadviser's insurance coverage (in form and substance satisfactory to the Manager)policies, and such other management or operational documents as the Manager may reasonably request in writing (on behalf of itself or the BoardDirectors of the Corporation) in assessing the Subadviser. The Subadviser maintains will maintain a written Code code of Ethics that complies ethics complying with the requirements of Rule 17j-1 under the Investment Company Act, as amended. The Subadviser certifies that it has adopted procedures reasonably necessary to prevent its "access persons," as such term is defined in Rule 17j-1, from violating the Code of Ethics. The Subadviser shall notify the Board upon the adoption of any material change to its Code of Ethics so that the Board, including a majority of the Trustees who are not interested persons of the Trust, may approve such change not later than six months after its adoption by the Subadviser, as required by Rule 17j-1. The Subadviser also shall 1940 Act and will provide the Trust Corporation with a copy of the code of ethics, including any amendments to thereto, and evidence of its Code of Ethics that do not represent a material change to such Codeadoption. Within 45 days of the end of each year while this Agreement is in effect (or more frequently if required by Rule 17j-1 or as the Trust Corporation may reasonably request), an officer of the Subadviser shall provide certify in writing to the Board Corporation that the Subadviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no violation of its code of ethics or, if such a written report thatviolation has occurred, that appropriate action was taken in response to such violation. Subadviser shall also certify to the Corporation with respect to such other matters as may be required by Rule 17j-1: (1) describes any issue arising under the Subadviser's Code of Ethics or procedures since the last report to the Board, including, but not limited to, information about material violations of the Code or procedures and sanctions imposed in response to the material violations, and (2) certifies that the Subadviser has adopted procedures reasonably necessary to prevent its access persons from violating its Code of Ethics. Upon the written request of the TrustCorporation, the Subadviser shall permit the Trust Corporation to examine the reports to be made by the Subadviser under Rule 17j-1(d) and the records the Subadviser maintains pursuant to Rule 17j-1(f). The Subadviser shall will furnish the Manager from time to time with copies, properly certified or otherwise authenticated, of all material amendments of or supplements to the foregoing, if any. Additionally, the Subadviser shall will provide to the Manager such other documents relating to its services under this Agreement as the Manager may reasonably request on a periodic basis. Such amendments or supplements as to items (a) through (c) above shall will be provided within 30 days of the time such materials became available to the Subadviser. The Subadviser shall will promptly notify the Manager of any proposed transaction or other event that results could reasonably be expected to result in an "assignment" of this Agreement within the meaning of the Investment Company 1940 Act. In addition, the Subadviser shall will promptly complete and return to the Manager or the Trust any compliance questionnaires or other inquiries submitted to the Subadviser in writing.

Delivery of Documents to the Manager. The Subadviser shall furnish has furnished the Manager with copies of each of the following documents: (a) The Subadviser's most recent Form ADV; (b) The Subadviser's most recent balance sheet; (bc) Separate lists of persons whom who the Subadviser wishes to have authorized to give written and/or oral instructions to the Custodian Custodians and the fund accounting agent of Trust assets for the Series; (cd) The Code of Ethics of the Subadviser as currently in effect; and (df) Any compliance policiesmanuals, trading, commission and other reports, confirmation of the Subadviser's insurance coverage (in form and substance satisfactory to the Manager)policies, and such other management or operational documents as the Manager may reasonably request in writing (on behalf of itself or the BoardTrustees of the Trust) in assessing the Subadviser. The Subadviser maintains a written Code of Ethics that complies with the requirements of Rule 17j-1 under the Investment Company 1940 Act, as amended. The Subadviser certifies that it has adopted procedures reasonably necessary to prevent its "access persons," as such term is defined in Rule 17j-1, from violating the Code of Ethics. The Subadviser shall notify the Board upon the adoption of any material change to its Code of Ethics so that the Board, including a majority of the Trustees who are not interested persons of the Trust, may approve such change not later than six months after its adoption by the Subadviser, as required by Rule 17j-1. The Subadviser also shall provide the Trust with a copy of any amendments to its Code of Ethics that do not represent a material change to such Code. Within 45 days of the end of each year while this Agreement is in effect (or more frequently if required by Rule 17j-1 or as the Trust may reasonably request), the Subadviser shall provide the Board with a written report that, as required by Rule 17j-1: (1) describes any issue arising under the Subadviser's Code of Ethics or procedures since the last report to the Board, including, but not limited to, information about material violations of the Code or procedures and sanctions imposed in response to the material violations, and (2) certifies that the Subadviser has adopted procedures reasonably necessary to prevent its access persons from violating its Code of Ethics. Upon the written request of the Trust, the Subadviser shall permit the Trust to examine the reports to be made by the Subadviser under Rule 17j-1(d) and the records the Subadviser maintains pursuant to Rule 17j-1(f). The Subadviser shall will furnish the Manager from time to time with copies, properly certified or otherwise authenticated, of all material amendments of or supplements to the foregoing, if any. Additionally, the Subadviser shall will provide to the Manager such other documents relating to its services under this Agreement as the Manager may reasonably request on a periodic basis. Such amendments or supplements as to items (a) through (c) above shall will be provided within 30 days of the time such materials became available to the Subadviser. The Subadviser shall will promptly notify the Manager of any proposed transaction or other event that results could reasonably be expected to result in an "assignment" of this Agreement within the meaning of the Investment Company 1940 Act. In addition, the Subadviser shall will promptly complete and return to the Manager or the Trust any compliance questionnaires or other inquiries submitted to the Subadviser in writing.

Delivery of Documents to the Manager. The Subadviser shall furnish has furnished the Manager with copies of each of the following documents: (a) The Subadviser's most recent balance sheet; (b) Separate lists of persons whom who the Subadviser wishes to have authorized to give written and/or oral instructions to the Custodian Custodians and the fund accounting agent of Trust assets for the SeriesStrategic Income Portfolio; (c) The Code of Ethics of the Subadviser as currently in effect; and (d) Any compliance policiesmanuals, trading, commission and other reports, confirmation of the Subadviser's insurance coverage (in form and substance satisfactory to the Manager)policies, and such other management or operational documents as the Manager may reasonably request in writing (on behalf of itself or the BoardTrustees of the Trust) in assessing the Subadviser. The Subadviser maintains will maintain a written Code code of Ethics that complies ethics complying with the requirements of Rule 17j-1 under the Investment Company Act, as amended. The Subadviser certifies that it has adopted procedures reasonably necessary to prevent its "access persons," as such term is defined in Rule 17j-1, from violating the Code of Ethics. The Subadviser shall notify the Board upon the adoption of any material change to its Code of Ethics so that the Board, including a majority of the Trustees who are not interested persons of the Trust, may approve such change not later than six months after its adoption by the Subadviser, as required by Rule 17j-1. The Subadviser also shall 1940 Act and will provide the Trust with a copy of the code of ethics, including any amendments to thereto, and evidence of its Code of Ethics that do not represent a material change to such Codeadoption. Within 45 days of the end of each year while this Agreement is in effect (or more frequently if required by Rule 17j-1 or as the Trust may reasonably request), an officer of the Subadviser shall provide certify in writing to the Board Trust that the Subadviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no violation of its code of ethics or, if such a written report thatviolation has occurred, that appropriate action was taken in response to such violation. Subadviser shall also certify to the Trust with respect to such other matters as may be required by Rule 17j-1: (1) describes any issue arising under the Subadviser's Code of Ethics or procedures since the last report to the Board, including, but not limited to, information about material violations of the Code or procedures and sanctions imposed in response to the material violations, and (2) certifies that the Subadviser has adopted procedures reasonably necessary to prevent its access persons from violating its Code of Ethics. Upon the written request of the Trust, the Subadviser shall permit the Trust to examine the reports to be made by the Subadviser under Rule 17j-1(d) and the records the Subadviser maintains pursuant to Rule 17j-1(f). The Subadviser shall will furnish the Manager from time to time with copies, properly certified or otherwise authenticated, of all material amendments of or supplements to the foregoing, if any. Additionally, the Subadviser shall will provide to the Manager such other documents relating to its services under this Agreement as the Manager may reasonably request on a periodic basis. Such amendments or supplements as to items (a) through (c) above shall will be provided within 30 days of the time such materials became available to the Subadviser. The Subadviser shall will promptly notify the Manager of any proposed transaction or other event that results could reasonably be expected to result in an "assignment" of this Agreement within the meaning of the Investment Company 1940 Act. In addition, the Subadviser shall will promptly complete and return to the Manager or the Trust any compliance questionnaires or other inquiries submitted to the Subadviser in writing.