Common use of Duties and Responsibilities of the Adviser Clause in Contracts

Duties and Responsibilities of the Adviser. The Manager and the Trust appoint the Adviser to (i) provide investment advisory services with respect to the investment and reinvestment of such portion, if any, of the Funds' assets as is designated by the Manager from time to time, and, with respect to such assets, (ii) continuously review, and administer the investment program of the Funds, (iii) determine in the Adviser's discretion the securities to be purchased or sold, (iv) provide the Manager and the Trust with records, which the Trust is required to maintain, concerning the Adviser's activities, and (v) render regular reports to the Manager and to the Trust's officers and Trustees concerning the Adviser's discharge of the foregoing responsibilities. The Adviser shall discharge the foregoing duties and responsibilities (1) in conformity with all applicable securities law, including but not limited to the Investment Company Act, the Investment Advisers Act of 1940, as amended (“Advisers Act”), the Commodity Exchange Act, as amended, the Securities Act of 1933, as amended (“Securities Act”), and the Securities Exchange Act of 1934, as amended (“Exchange Act”), (2) subject to the Manager's oversight and the control of the officers and the Board of Trustees of the Trust (“Board” or “Trustees”) and in compliance with such policies as the Board may from time to time establish, (3) in compliance with the objectives, strategies, policies, and limitations for each such Fund set forth in the Trust's current registration statement, as amended from time to time, and applicable laws and regulations, and (4) in compliance with such other investment guidelines or restrictions established from time to time by the Manager or the Trust, which shall be communicated in writing by the Manager to Adviser in advance. The Adviser accepts such appointment and agrees to render the investment advisory services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Funds’ assets allocated to the Adviser for its services, the Manager will make the investment decisions with respect to that portion of assets that the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust's custodian(s) to hold and/or transfer the Funds' assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term "Proper Instructions" shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s), but generally refers to a writing by the specified representatives of the Adviser who have been authorized by the Trust’s Board from time to time to provide instructions to the Trust’s custodian. For the purpose of clarification, “Proper Instructions” can be instructions in any format, including without limitation, electronic instructions that are agreed upon by the Adviser and the Trust’s custodian.) The Adviser is authorized on behalf of the Funds, and consistent with the investment discretion delegated to the Adviser herein, to: (i) enter into agreements and execute any documents including without limitation, futures and options transactions, brokerage agreements, clearing agreements, account documentation, futures and option agreements, swap agreements, and other investment related agreements required to meet the obligations of the Trust with respect to any investments made for the Funds. Such documentation includes but may not be limited to any market and/or industry standard documentation and the standard representations contained therein. Adviser is authorized on behalf of Manager to make all elections required in such agreements, instruments and documentation and make and receive all related notices from brokers or other counterparties. Manager also authorizes Adviser as agent and attorney-in-fact to make transactions in futures contracts and options on futures contracts on margin, for the Funds, and authorizes each broker with whom Adviser makes such transactions to follow its instructions with respect to such transactions. Manager understands and agrees that Adviser will determine that such transactions are permitted before instructing a broker to enter into such transactions and that any broker receiving an order for any such transaction will have no independent obligation to ensure that the transactions are consistent with the Trust’s registration statement or the relevant Fund’s investment guidelines; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, provided, however, that (a) the Adviser shall be responsible for ensuring that any such representations are consistent with the relevant Fund’s investment policies and limitations and other governing documents; (b) the Adviser shall be responsible for providing all notifications and delivering all documents required to be provided or delivered by a Fund under such documentation; and (c) the Adviser shall immediately notify the Manager of any event of default, potential event of default or termination event affecting a Fund under such documentation. The Adviser further shall have the authority to instruct the custodian to: (i) pay cash for securities and other property delivered for the Funds, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property or assets underlying any futures or options contracts, and other property or assets purchased or sold for the Funds; (iii) deposit margin or collateral which shall include the transfer of money, securities or other property or assets to the extent necessary to meet the obligations of the Funds with respect to any investments made pursuant to the Trust’s registration statement, provided, however, that unless otherwise approved by the Manager, any such deposit of margin or collateral shall be effected by transfer or segregation within an account maintained for the Funds by its custodian subject to a control agreement, acceptable in form and substance to the Manager, pursuant to which such custodian agrees and accepts entitlement, orders or instructions from the secured party with respect to such margin or collateral. The Adviser shall not have the authority to cause the Manager or the Trust to deliver securities or other property or assets, or pay cash to the Adviser other than payment of the management fee provided for in this Agreement. The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement.

Duties and Responsibilities of the Adviser. The Manager and the Trust Company appoint the Adviser to (i) provide investment advisory services with respect to the investment and reinvestment of such portionthe Company’s assets, if any, of the Funds' assets as is designated by the Manager from time to time, and, and with respect to such assets, (ii) continuously review, review and administer the investment program of the FundsCompany, (iii) determine in the Adviser's discretion the securities to be purchased or sold, (iv) provide the Manager and the Trust Company with records, which the Trust Company is required to maintain, concerning the Adviser's activities, and (v) render regular reports to the Manager and to the Trust's Company’s officers and Trustees Company Board concerning the Adviser's discharge of the foregoing responsibilities. The Adviser shall discharge the foregoing duties and responsibilities (1) in conformity with all applicable securities law, including but not limited to the Investment Company Act, the Investment Advisers Act of 1940, as amended (“Advisers Act”), the Commodity Exchange Act, as amended, the Securities Act of 1933, as amended (“Securities Act”), and the Securities Exchange Act of 1934, as amended (“Exchange Act”), (2) subject to the Manager's oversight and the control of the officers and the Company Board of Trustees of the Trust (“Board” or “Trustees”) and in compliance with such policies as the Company Board or the Trust Board may from time to time establish, (3) in compliance with the objectives, strategies, policies, and limitations for each such Fund the Company set forth in the Trust's current registration statement, statement as amended from time to time, time and applicable laws and regulations, and (4) in compliance with such other investment guidelines or restrictions established from time to time by the Manager or the Trust, Company which shall be communicated in writing by the Manager to Adviser in advance. The Adviser accepts such appointment and agrees to render the investment advisory services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Funds’ assets allocated to the Adviser for its services, the The Manager will make the investment decisions with respect to that portion of the Company’s assets that the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) . The Manager will instruct the Trust's Company’s custodian(s) to hold and/or transfer the Funds' Company’s assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term "Proper Instructions" shall have the meaning(s) specified in the applicable agreement(s) between the Trust Company and its custodian(s), but generally refers to a writing by the specified representatives of the Adviser who have been authorized by the TrustCompany’s Board from time to time to provide instructions to the TrustCompany’s custodian. For the purpose of clarification, “Proper Instructions” can be instructions in any format, including without limitation, electronic instructions that are agreed upon by the Adviser and the TrustCompany’s custodian.) The Adviser is authorized on behalf of the FundsCompany, and consistent with the investment discretion delegated to the Adviser herein, to: (i) enter into agreements and execute any documents including without limitation, futures and options transactions, brokerage agreements, clearing agreements, account documentation, futures and option agreements, swap agreements, and other investment related agreements required to meet the obligations of the Trust with respect to any investments made for the FundsCompany. Such documentation includes but may not be limited to any market and/or industry standard documentation and the standard representations contained therein. Adviser is authorized on behalf of Manager to make all elections required in such agreements, instruments and documentation and make and receive all related notices from brokers or other counterparties. Manager also authorizes Adviser as agent and attorney-in-fact to make transactions in futures contracts and options on futures contracts on margin, for the FundsCompany, and authorizes each broker with whom Adviser makes such transactions to follow its instructions with respect to such transactions. Manager understands and agrees that Adviser will determine that such transactions are permitted before instructing a broker to enter into such transactions and that any broker receiving an order for any such transaction will have no independent obligation to ensure that the transactions are consistent with the Fund’s investment strategies and restrictions set forth in the Trust’s registration statement or the relevant FundCompany’s investment guidelines; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, provided, however, that (a) the Adviser shall be responsible for ensuring that any such representations are consistent with the relevant FundCompany’s investment policies and limitations and other governing documents; , (b) the Adviser shall be responsible for providing all notifications and delivering all documents required to be provided or delivered by a Fund the Company under such documentation; and (c) the Adviser shall immediately notify the Manager of any event of default, potential event of default or termination event affecting a Fund the Company under such documentation. The Adviser further shall have the authority to instruct the custodian to: (i) pay cash for securities and other property delivered for the FundsCompany, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property or assets underlying any futures or options contracts, and other property or assets purchased or sold for the FundsCompany; (iii) deposit margin or collateral which shall include the transfer of money, securities or other property or assets to the extent necessary to meet the obligations of the Funds Company with respect to any investments made pursuant to the Trust’s registration statement, provided, however, that unless otherwise approved by the Manager, any such deposit of margin or collateral shall be effected by transfer or segregation within an account maintained for the Funds Company by its custodian subject to a control agreement, acceptable in form and substance to the Manager, pursuant to which such custodian agrees and accepts entitlement, orders or instructions from the secured party with respect to such margin or collateral. The Adviser shall not have the authority to cause the Manager or the Trust Company to deliver securities or other property or assets, or pay cash to the Adviser other than payment of the management fee fees provided for in this Agreement. The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement.

Duties and Responsibilities of the Adviser. The Manager and the Trust Company appoint the Adviser to (i) provide investment advisory services with respect to the investment and reinvestment of such portionthe Company’s assets, if any, of the Funds' assets as is designated by the Manager from time to time, and, and with respect to such assets, (ii) continuously review, review and administer the investment program of the FundsCompany, (iii) determine in the Adviser's ’s discretion the securities to be purchased or sold, (iv) provide the Manager and the Trust Company with records, which the Trust Company is required to maintain, concerning the Adviser's ’s activities, and (v) render regular reports to the Manager and to the Trust's Company’s officers and Trustees Company Board concerning the Adviser's discharge of the foregoing responsibilities. The Adviser shall discharge the foregoing duties and responsibilities (1) in conformity with all applicable securities law, including but not limited to the Investment Company Act, the Investment Advisers Act of 1940, as amended (“Advisers Act”), the Commodity Exchange Act, as amended, the Securities Act of 1933, as amended (“Securities Act”), and the Securities Exchange Act of 1934, as amended (“Exchange Act”), (2) subject to the Manager's oversight and the control of the officers and the Company Board of Trustees of the Trust (“Board” or “Trustees”) and in compliance with such policies as the Company Board or the Trust Board may from time to time establish, (3) in compliance with the objectives, strategies, policies, and limitations for each such Fund the Company set forth in the Trust's current registration statement, statement as amended from time to time, time and applicable laws and regulations, and (4) in compliance with such other investment guidelines or restrictions established from time to time by the Manager or the Trust, Company which shall be communicated in writing by the Manager to Adviser in advance. The Adviser accepts such appointment and agrees to render the investment advisory services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Funds’ assets allocated to the Adviser for its services, the The Manager will make the investment decisions with respect to that portion of the Company’s assets that the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) . The Manager will instruct the Trust's Company’s custodian(s) to hold and/or transfer the Funds' Company’s assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term "Proper Instructions" shall have the meaning(s) specified in the applicable agreement(s) between the Trust Company and its custodian(s), but generally refers to a writing by the specified representatives of the Adviser who have been authorized by the TrustCompany’s Board from time to time to provide instructions to the TrustCompany’s custodian. For the purpose of clarification, “Proper Instructions” can be instructions in any format, including without limitation, electronic instructions that are agreed upon by the Adviser and the TrustCompany’s custodian.) The Adviser is authorized on behalf of the FundsCompany, and consistent with the investment discretion delegated to the Adviser herein, to: (i) enter into agreements and execute any documents including without limitation, futures and options transactions, brokerage agreements, clearing agreements, account documentation, futures and option agreements, swap agreements, and other investment related agreements required to meet the obligations of the Trust with respect to any investments made for the FundsCompany. Such documentation includes but may not be limited to any market and/or industry standard documentation and the standard representations contained therein. Adviser is authorized on behalf of Manager to make all elections required in such agreements, instruments and documentation and make and receive all related notices from brokers or other counterparties. Manager also authorizes Adviser as agent and attorney-in-fact to make transactions in futures contracts and options on futures contracts on margin, for the FundsCompany, and authorizes each broker with whom Adviser makes such transactions to follow its instructions with respect to such transactions. Manager understands and agrees that Adviser will determine that such transactions are permitted before instructing a broker to enter into such transactions and that any broker receiving an order for any such transaction will have no independent obligation to ensure that the transactions are consistent with the Fund’s investment strategies and restrictions set forth in the Trust’s registration statement or the relevant FundCompany’s investment guidelines; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, provided, however, that (a) the Adviser shall be responsible for ensuring that any such representations are consistent with the relevant FundCompany’s investment policies and limitations and other governing documents; , (b) the Adviser shall be responsible for providing all notifications and delivering all documents required to be provided or delivered by a Fund the Company under such documentation; and (c) the Adviser shall immediately notify the Manager of any event of default, potential event of default or termination event affecting a Fund the Company under such documentation. The Adviser further shall have the authority to instruct the custodian to: (i) pay cash for securities and other property delivered for the FundsCompany, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property or assets underlying any futures or options contracts, and other property or assets purchased or sold for the FundsCompany; (iii) deposit margin or collateral which shall include the transfer of money, securities or other property or assets to the extent necessary to meet the obligations of the Funds Company with respect to any investments made pursuant to the Trust’s registration statement, provided, however, that unless otherwise approved by the Manager, any such deposit of margin or collateral shall be effected by transfer or segregation within an account maintained for the Funds Company by its custodian subject to a control agreement, acceptable in form and substance to the Manager, pursuant to which such custodian agrees and accepts entitlement, orders or instructions from the secured party with respect to such margin or collateral. The Adviser shall not have the authority to cause the Manager or the Trust Company to deliver securities or other property or assets, or pay cash to the Adviser other than payment of the management fee fees provided for in this Agreement. The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement.

Duties and Responsibilities of the Adviser. The Manager and the Trust appoint the Adviser to (i) provide investment advisory services with respect to the investment and reinvestment of such portion, if any, of the Funds' ’ assets as is designated by the Manager from time to time, and, with respect to such assets, (ii) continuously review, and administer the investment program of the Funds, (iii) determine in the Adviser's ’s discretion the securities to be purchased or sold, (iv) provide the Manager and the Trust with records, which the Trust is required to maintain, concerning the Adviser's ’s activities, and (v) render regular reports to the Manager and to the Trust's ’s officers and Trustees concerning the Adviser's ’s discharge of the foregoing responsibilities. The Adviser shall discharge the foregoing duties and responsibilities (1) in conformity with all applicable securities law, including but not limited to the Investment Company Act, the Investment Advisers Act of 1940, as amended (“Advisers Act”), the Commodity Exchange Act, as amended, the Securities Act of 1933, as amended (“Securities Act”), and the Securities Exchange Act of 1934, as amended (“Exchange Act”), (2) subject to the Manager's ’s oversight and the control of the officers and the Board of Trustees of the Trust (“Board” or “Trustees”) and in compliance with such policies as the Board may from time to time establish, (3) in compliance with the objectives, strategies, policies, and limitations for each such Fund set forth in the Trust's ’s current registration statement, as amended from time to time, and applicable laws and regulations, and (4) in compliance with such other investment guidelines or restrictions established from time to time by the Manager or the Trust, which shall be communicated in writing by the Manager to Adviser in advance. The Adviser accepts such appointment and agrees to render the investment advisory services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Funds’ assets allocated to the Adviser for its services, the Manager will make the investment decisions with respect to that portion of assets that the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust's ’s custodian(s) to hold and/or transfer the Funds' ’ assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term "“Proper Instructions" ” shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s), but generally refers to a writing by the specified representatives of the Adviser who have been authorized by the Trust’s Board from time to time to provide instructions to the Trust’s custodian. For the purpose of clarification, “Proper Instructions” can be instructions in any format, including without limitation, electronic instructions that are agreed upon by the Adviser and the Trust’s custodian.) The Adviser is authorized on behalf of the Funds, and consistent with the investment discretion delegated to the Adviser herein, to: (i) enter into agreements and execute any documents including without limitation, futures and options transactions, brokerage agreements, clearing agreements, account documentation, futures and option agreements, swap agreements, and other investment related agreements required to meet the obligations of the Trust with respect to any investments made for the Funds. Such documentation includes but may not be limited to any market and/or industry standard documentation and the standard representations contained therein. Adviser is authorized on behalf of Manager to make all elections required in such agreements, instruments and documentation and make and receive all related notices from brokers or other counterparties. Manager also authorizes Adviser as agent and attorney-in-fact to make transactions in futures contracts and options on futures contracts on margin, for the Funds, and authorizes each broker with whom Adviser makes such transactions to follow its instructions with respect to such transactions. Manager understands and agrees that Adviser will determine that such transactions are permitted before instructing a broker to enter into such transactions and that any broker receiving an order for any such transaction will have no independent obligation to ensure that the transactions are consistent with the Trust’s registration statement or the relevant Fund’s investment guidelines; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, provided, however, that (a) the Adviser shall be responsible for ensuring that any such representations are consistent with the relevant Fund’s investment policies and limitations and other governing documents; (b) the Adviser shall be responsible for providing all notifications and delivering all documents required to be provided or delivered by a Fund under such documentation; and (c) the Adviser shall immediately notify the Manager of any event of default, potential event of default or termination event affecting a Fund under such documentation. The Adviser further shall have the authority to instruct the custodian to: (i) pay cash for securities and other property delivered for the Funds, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property or assets underlying any futures or options contracts, and other property or assets purchased or sold for the Funds; (iii) deposit margin or collateral which shall include the transfer of money, securities or other property or assets to the extent necessary to meet the obligations of the Funds with respect to any investments made pursuant to the Trust’s registration statement, provided, however, that unless otherwise approved by the Manager, any such deposit of margin or collateral shall be effected by transfer or segregation within an account maintained for the Funds by its custodian subject to a control agreement, acceptable in form and substance to the Manager, pursuant to which such custodian agrees and accepts entitlement, orders or instructions from the secured party with respect to such margin or collateral. The Adviser shall not have the authority to cause the Manager or the Trust to deliver securities or other property or assets, or pay cash to the Adviser other than payment of the management fee provided for in this Agreement. The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement.

Duties and Responsibilities of the Adviser. The Manager (a) Subject to the direction and control of the Trust appoint Board, the Adviser to (i) shall provide a continuous investment advisory services with respect to program for each Fund, including investment research and management of the investment and reinvestment of such portionthe assets of each Fund, if any, of in accordance with: (i) the Funds' assets as is designated by the Manager from time to time, and, with respect to such assets, (ii) continuously review, and administer the investment program of the Funds, (iii) determine in the Adviser's discretion the securities to be purchased or sold, (iv) provide the Manager and the Trust with records, which the Trust is required to maintain, concerning the Adviser's activities, and (v) render regular reports to the Manager and to the Trust's officers and Trustees concerning the Adviser's discharge of the foregoing responsibilities. The Adviser shall discharge the foregoing duties and responsibilities (1) in conformity with all applicable securities law, including but not limited to the Investment Company 1940 Act, the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and all applicable rules and regulations promulgated thereunder by the Commodity Securities and Exchange ActCommission (the “SEC”); (ii) any other applicable provision of law or regulation, including the Internal Revenue Code of 1986, as amended, ; (iii) the Securities Act terms of 1933the Trust’s Declaration of Trust, as amended (“Securities Act”), and the Securities Exchange Act of 1934, as amended (“Exchange Act”), (2) subject to the Manager's oversight and the control of the officers and the Board of Trustees of the Trust (“Board” or “Trustees”) and in compliance with such policies as the Board may restated from time to time establish, (3the “Declaration of Trust”); (iv) in compliance with the Fund’s investment objectives, strategies, policies, policies and limitations for each such Fund restrictions as set forth in the Trust's current ’s registration statementstatement on Form N-1A, as amended from time to time, and applicable laws and regulations, time (the “Registration Statement”); and (4v) in compliance with such other investment guidelines or restrictions established from time to time by the Manager or the Trust, which shall be communicated in writing by the Manager to Adviser in advance. The Adviser accepts such appointment any policies and agrees to render the investment advisory services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any determinations of the Funds’ assets allocated to the Adviser for its servicesBoard. In connection therewith, the Manager will make the investment decisions with respect to that portion of assets that the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust's custodian(s) to hold and/or transfer the Funds' assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term "Proper Instructions" shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s), but generally refers to a writing by the specified representatives of the Adviser who have been authorized by the Trust’s Board from time to time to provide instructions to the Trust’s custodian. For the purpose of clarification, “Proper Instructions” can be instructions in any format, including without limitation, electronic instructions that are agreed upon by the Adviser and the Trust’s custodian.) The Adviser is authorized on behalf of the Funds, and consistent with the investment discretion delegated to the Adviser herein, to: (i) enter into agreements and execute any documents including without limitation, futures and options transactions, brokerage agreements, clearing agreements, account documentation, futures and option agreements, swap agreements, and other investment related agreements required to meet the obligations of the Trust with respect to any investments made for the Funds. Such documentation includes but may not be limited to any market and/or industry standard documentation and the standard representations contained therein. Adviser is authorized on behalf of Manager to make all elections required in such agreements, instruments and documentation and make and receive all related notices from brokers or other counterparties. Manager also authorizes Adviser as agent and attorney-in-fact to make transactions in futures contracts and options on futures contracts on margin, for the Funds, and authorizes each broker with whom Adviser makes such transactions to follow its instructions with respect to each Fund, shall have full authority to make decisions to purchase and sell securities and other assets for each Fund, to exercise all voting and other rights pertaining to such transactions. Manager understands securities and agrees that Adviser will determine that other assets, to place each Fund’s portfolio transactions with broker-dealers, to negotiate the terms of such transactions are permitted before instructing a broker on behalf of such Fund (subject to enter into the provisions of Section 3 hereof), and to perform such transactions other functions of investment management and that any broker receiving an order for any such transaction will supervision as may be directed by the Board. The Adviser also shall have no independent obligation the responsibility to ensure that cause the transactions are consistent with Adviser’s officers and employees to attend meetings and furnish oral or written reports, as the Trust’s registration statement or the relevant Fund’s investment guidelines; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, provided, however, that (a) the Adviser shall be responsible for ensuring that any such representations are consistent with the relevant Fund’s investment policies and limitations and other governing documents; Trust may reasonably request. (b) The Adviser shall maintain business continuity, cybersecurity, disaster recovery and backup capabilities and facilities in keeping with industry standards and SEC requirements through which the Adviser shall will be responsible for providing all notifications and delivering all documents required able to be provided perform its obligations hereunder with minimal disruptions or delivered by a Fund under such documentation; and delay. (c) The Adviser has adopted and shall maintain a code of ethics complying with Rule 204A-1 of the Advisers Act. (d) To the extent prohibited by Regulation S-P, the Adviser shall immediately notify and its affiliates will not disclose any non-public personal information, as defined in Regulation S-P, received from the Manager of Trust regarding any event of defaultshareholder unless in accordance with an exception under Regulation S-P, potential event of default or termination event affecting a Fund under such documentationas otherwise may be permitted by law. The Adviser further shall have the authority to instruct the custodian represents and warrants that, in accordance with applicable state privacy laws and Regulation S-P, it has implemented safeguards by adopting policies and procedures reasonably designed to: (i) pay cash for securities insure the security and other property delivered for the Funds, confidentiality of records and non-public personal information of shareholders; (ii) deliver protect against any anticipated threats or accept delivery of, upon receipt hazards to the security or integrity of payment or payment upon receipt of, securities, commodities or other property or assets underlying any futures or options contracts, shareholder records and other property or assets purchased or sold for the Fundsnon-public personal information; and (iii) deposit margin protect against unauthorized access to or collateral which shall include the transfer use of money, securities such shareholder records or other property non-public personal information that could result in substantial harm or assets to the extent necessary to meet the obligations of the Funds with respect inconvenience to any investments made pursuant to the Trust’s registration statement, provided, however, that unless otherwise approved by the Manager, any such deposit of margin or collateral shall be effected by transfer or segregation within an account maintained for the Funds by its custodian subject to a control agreement, acceptable in form and substance to the Manager, pursuant to which such custodian agrees and accepts entitlement, orders or instructions from the secured party with respect to such margin or collateralshareholder. The Adviser shall not have the authority to cause the Manager or treat confidentially all records of the Trust and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except (i) after prior notification to deliver securities and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Adviser may be exposed to civil or other property or assetscriminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or pay cash to (ii) when so requested by the Trust. (e) The Adviser other than payment of acknowledges that, in compliance with the management fee provided for in this AgreementBank Secrecy Act, as amended, the USA PATRIOT Act, and any implementing regulations thereunder (together, the “AML Laws”), the Trust has adopted anti-money laundering policies and procedures (the “AML Policies”). The Adviser will not agrees to comply with the Trust’s AML Policies and the AML Laws, as the same may apply to the Adviser, now and in the future, and understands and agrees that the Trust may disclose information regarding the Adviser to governmental and/or regulatory or self-regulatory authorities to the extent required by applicable law or regulation and may file reports with such authorities as may be responsible for required by such law or regulation. (f) The Adviser shall provide such information as may reasonably be requested by the cost Board under Section 15(c) of securities or brokerage commissions or any other Trust expenses except as specified the 1940 Act in connection with its annual consideration of this Agreement. (g) The Adviser agrees that all records which it maintains for the Trust are the property of the Trust and agrees to surrender promptly to the Trust any such records upon the Trust’s request. The Adviser further agrees to preserve for the periods prescribed by the 1940 Act and the rules thereunder the records required to be maintained.

Duties and Responsibilities of the Adviser. The Manager (a) Subject to the direction and control of the Trust appoint Board, the Adviser to (i) shall provide a continuous investment advisory services with respect to program for each Fund, including investment research and management of the investment and reinvestment of such portionthe assets of each Fund, if any, of in accordance with: (i) the Funds' assets as is designated by the Manager from time to time, and, with respect to such assets, (ii) continuously review, and administer the investment program of the Funds, (iii) determine in the Adviser's discretion the securities to be purchased or sold, (iv) provide the Manager and the Trust with records, which the Trust is required to maintain, concerning the Adviser's activities, and (v) render regular reports to the Manager and to the Trust's officers and Trustees concerning the Adviser's discharge of the foregoing responsibilities. The Adviser shall discharge the foregoing duties and responsibilities (1) in conformity with all applicable securities law, including but not limited to the Investment Company 1940 Act, the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and all applicable rules and regulations promulgated thereunder by the Commodity Securities and Exchange Commission (the “SEC”); (ii) any other applicable provision of law or regulation, including the Internal Revenue Code of 1986, as amended (the “Code”); (iii) the terms of the Trust’s Declaration of Trust, as amended and restated from time to time (the “Declaration of Trust”), and the Trust’s Bylaws, as amended and restated from time to time; (iv) the Fund’s investment objectives, policies and restrictions as set forth in the Trust’s registration statement on Form N-1A, as amended from time to time (the “Registration Statement”); and (v) any policies and determinations of the Board. In connection therewith, the Adviser, as agent and attorney-in-fact with respect to each Fund, shall have full authority to make decisions to purchase and sell securities and other assets for each Fund, to exercise all voting and other rights pertaining to such securities and other assets, to place each Fund’s portfolio transactions with broker-dealers, to negotiate the terms of such transactions on behalf of such Fund (subject to the provisions of Section 3 hereof), and to perform such other functions of investment management and supervision as may be directed by the Board. The Adviser also shall have the responsibility to cause the Adviser’s officers and employees to attend meetings and furnish oral or written reports, as the Trust may reasonably request. (b) The Adviser shall maintain business continuity, cybersecurity, disaster recovery and backup capabilities and facilities in keeping with industry standards and SEC requirements through which the Adviser will be able to perform its obligations hereunder with minimal disruptions or delay. (c) The Adviser has adopted and shall maintain a code of ethics complying with Rule 204A-1 of the Advisers Act. (d) To the extent prohibited by Regulation S-P, the Adviser and its affiliates will not disclose any non-public personal information, as defined in Regulation S-P, received from the Trust regarding any shareholder unless in accordance with an exception under Regulation S-P, or as otherwise may be permitted by law. The Adviser represents and warrants that, in accordance with applicable state privacy laws and Regulation S-P, it has implemented safeguards by adopting policies and procedures reasonably designed to: (i) insure the security and confidentiality of records and non-public personal information of shareholders; (ii) protect against any anticipated threats or hazards to the security or integrity of shareholder records and non-public personal information; and (iii) protect against unauthorized access to or use of such shareholder records or non-public personal information that could result in substantial harm or inconvenience to any shareholder. The Adviser shall treat confidentially all records of the Trust and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or (ii) when so requested by the Trust. (e) The Adviser acknowledges that, in compliance with the Bank Secrecy Act, as amended, the Securities Act of 1933USA PATRIOT Act, as amended and any implementing regulations thereunder (together, the “Securities ActAML Laws”), the Trust has adopted anti-money laundering policies and procedures (the “AML Policies”). The Adviser agrees to comply with the Trust’s AML Policies and the Securities Exchange Act of 1934AML Laws, as amended (“Exchange Act”), (2) subject the same may apply to the Manager's oversight Adviser, now and in the control future, and understands and agrees that the Trust may disclose information regarding the Adviser to governmental and/or regulatory or self-regulatory authorities to the extent required by applicable law or regulation and may file reports with such authorities as may be required by such law or regulation. (f) The Adviser shall provide such information as may reasonably be requested by the Board under Section 15(c) of the officers and 1940 Act in connection with its annual consideration of this Agreement. (g) The Adviser agrees that all records which it maintains for the Board of Trustees Trust are the property of the Trust and agrees to surrender promptly to the Trust any such records upon the Trust’s request. The Adviser further agrees to preserve for the periods prescribed by the 1940 Act and the rules thereunder the records required to be maintained. (“Board” or “Trustees”h) and in compliance with such policies as the Board may from time to time establish, (3) in compliance with the objectives, strategies, policies, and limitations In performing investment advisory services for each such Fund, the Adviser shall make every effort to ensure that each Fund set forth in complies with: (i) Section 817(h) of the Trust's current registration statementCode and the regulations issued thereunder, as amended from time to time, and applicable laws and regulationsrelating to the diversification requirements for variable annuity, endowment, and (4) in compliance with such other investment guidelines or restrictions established from time to time by the Manager or the Trust, which shall be communicated in writing by the Manager to Adviser in advance. The Adviser accepts such appointment and agrees to render the investment advisory services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Funds’ assets allocated to the Adviser for its services, the Manager will make the investment decisions with respect to that portion of assets that the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust's custodian(s) to hold and/or transfer the Funds' assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term "Proper Instructions" shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s), but generally refers to a writing by the specified representatives of the Adviser who have been authorized by the Trust’s Board from time to time to provide instructions to the Trust’s custodian. For the purpose of clarification, “Proper Instructions” can be instructions in any format, including without limitation, electronic instructions that are agreed upon by the Adviser and the Trust’s custodian.) The Adviser is authorized on behalf of the Funds, and consistent with the investment discretion delegated to the Adviser herein, to: (i) enter into agreements and execute any documents including without limitation, futures and options transactions, brokerage agreements, clearing agreements, account documentation, futures and option agreements, swap agreements, and other investment related agreements required to meet the obligations of the Trust with respect to any investments made for the Funds. Such documentation includes but may not be limited to any market and/or industry standard documentation and the standard representations contained therein. Adviser is authorized on behalf of Manager to make all elections required in such agreements, instruments and documentation and make and receive all related notices from brokers or other counterparties. Manager also authorizes Adviser as agent and attorney-in-fact to make transactions in futures contracts and options on futures contracts on margin, for the Funds, and authorizes each broker with whom Adviser makes such transactions to follow its instructions with respect to such transactions. Manager understands and agrees that Adviser will determine that such transactions are permitted before instructing a broker to enter into such transactions and that any broker receiving an order for any such transaction will have no independent obligation to ensure that the transactions are consistent with the Trust’s registration statement or the relevant Fund’s investment guidelineslife insurance contracts; and (ii) acknowledge any applicable state insurance law restrictions on investments that operate to limit or restrict the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, provided, however, investments that (a) the Adviser shall be responsible for ensuring that any such representations are consistent with the relevant Fund’s investment policies and limitations and other governing documents; (b) the Adviser shall be responsible for providing all notifications and delivering all documents required to be provided or delivered by a Fund under such documentation; and (c) the Adviser shall immediately notify the Manager of any event of default, potential event of default or termination event affecting a Fund under such documentation. The Adviser further shall have the authority to instruct the custodian to: (i) pay cash for securities and other property delivered for the Funds, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property or assets underlying any futures or options contracts, and other property or assets purchased or sold for the Funds; (iii) deposit margin or collateral which shall include the transfer of money, securities or other property or assets to the extent necessary to meet the obligations of the Funds with respect to any investments made pursuant to the Trust’s registration statement, provided, however, that unless may otherwise approved by the Manager, any such deposit of margin or collateral shall be effected by transfer or segregation within an account maintained for the Funds by its custodian subject to a control agreement, acceptable in form and substance to the Manager, pursuant to which such custodian agrees and accepts entitlement, orders or instructions from the secured party with respect to such margin or collateral. The Adviser shall not have the authority to cause the Manager or the Trust to deliver securities or other property or assets, or pay cash to the Adviser other than payment of the management fee provided for in this Agreement. The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreementmake.