Common use of Duties of the Sub Advisor Clause in Contracts

Duties of the Sub Advisor. (a) The Sub-advisor will make decisions with respect to all purchases and sales of securities and other investment assets in the Portfolio, and is responsible for voting all proxies for securities and exercise all other voting rights with respect to such securities in accordance with the Sub- Advisor's written proxy voting policies and procedures. To carry out such decisions, the Sub- advisor is hereby authorized, as agent and attorney-in-fact for the Trust, for the account of, at the risk of and in the name of the Trust, to place orders and issue instructions with respect to those transactions of the Portfolio. In all purchases, sales and other transactions in securities and other investments for the Portfolio, the Sub-advisor is authorized to exercise full discretion and act for the Trust in the same manner and with the same force and effect as the Trust might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions, such as proxy voting with respect to the securities of the Portfolio and entering into such agreements (including, but not limited to, futures and other derivatives) as is deemed necessary or appropriate by the Sub-advisor to manage the Portfolio. Consistent with Section 28(e) of the Securities and Exchange Act of 1934, as amended, and applicable regulations and interpretations, the Sub-advisor may allocate brokerage on behalf of the Fund to broker-dealers who provide brokerage or research services to the Sub-advisor. Subject to compliance with Section 28(e), the Sub-advisor may cause the Fund to pay to a broker-dealer who provides research services a commission that exceeds the commission the Fund might have paid to a different broker-dealer for the same transaction if the Sub-advisor determines, in good faith, that such amount of commission is reasonable in relation to the value of such brokerage or research services in terms of that particular transaction or the Sub-advisor's overall responsibilities to the Fund or its other advisory clients. The Sub-advisor may aggregate sales and purchase orders of the assets of the Portfolio with similar orders being made simultaneously for other accounts advised by the Sub-advisor or its affiliates. Whenever the Sub-advisor simultaneously places orders to purchase or sell the same asset on behalf of the Portfolio and one or more other accounts advised by the Sub-advisor, the Sub-advisor will allocate the order as to price and amount among all such accounts in a manner believed to be equitable over time to each account.

Duties of the Sub Advisor. (a) The Sub-advisor will make decisions with respect to all (i) effect purchases and sales of securities and other investment assets in the Portfolio, in each case, with the prior consent and is responsible for voting instructions received from the Advisor, and (ii) vote all proxies for securities and exercise all other voting rights with respect to such securities in accordance with the Sub- Sub-Advisor's ’s written proxy voting policies and procedures, in each case, to the extent such authority is delegated by the Advisor. The Sub-advisor shall be responsible for selecting the securities to best implement the Advisor’s instructions. To carry out such decisionsactions, the Sub- Sub-advisor is hereby authorized, as agent and attorney-in-fact for the Trust, for the account of, at the risk of and in the name of the Trust, to place orders and issue instructions with respect to those transactions of the Portfolio. In all exercising its rights and carrying out its duties hereunder with respect to purchases, sales and other transactions in securities and other investments for the Portfolio, following any consent necessary from the Advisor, the Sub-advisor is authorized to exercise full discretion and act for the Trust in the same manner and with the same force and effect as the Trust might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions, such as proxy voting with respect to the securities of the Portfolio. The Sub-Advisor will select brokers and dealers to effect all portfolio transactions for the Portfolio and entering into such agreements (including, but not limited to, futures and other derivatives) as is deemed necessary or appropriate by subject to the conditions set forth in this Agreement. The Sub-advisor agrees that, in placing orders with brokers and dealers, it will seek to manage obtain best execution, considering all of the Portfoliocircumstances, and shall maintain records adequate to demonstrate compliance with this requirement. Consistent with Section 28(e) of the Securities and Exchange Act of 1934, as amended, and applicable regulations and interpretations, the Sub-advisor may allocate brokerage on behalf of the Fund to broker-dealers who provide brokerage or research services to the Sub-advisor. Subject to compliance with Section 28(e), the Sub-advisor may cause the Fund to pay to a broker-dealer who provides research services a commission that exceeds the commission the Fund might have paid to a different broker-dealer for the same transaction if the Sub-advisor determines, in good faith, that such amount of commission is reasonable in relation to the value of such brokerage or research services in terms of that particular transaction or the Sub-advisor's overall responsibilities to the Fund or its other advisory clients. The Sub-advisor may aggregate sales and purchase orders of the assets of the Portfolio with similar orders being made simultaneously for other accounts advised by the Sub-advisor or its affiliates. Whenever the Sub-advisor simultaneously places orders to purchase or sell the same asset on behalf of the Portfolio and one or more other accounts advised by the Sub-advisor, the Sub-advisor will allocate the order as to price and amount among all such accounts in a manner believed to be equitable over time to each account.

Duties of the Sub Advisor. (a) The Manager and the Trust appoint the Sub-Advisor to manage the investment and reinvestment of the Fund’s assets, or as otherwise agreed or at the direction of the Board, and to continuously review, formulate, and implement the investment program of the Fund, to determine in the Sub-Advisor's discretion the securities and other financial instruments to be purchased, retained or sold for the Fund and to manage, in its discretion, the amount and form of any leverage utilized by the Fund. In connection with the Sub-Advisor’s duties and responsibilities described herein, Sub-Advisor shall provide the Manager or the Board with such reports as are reasonably requested concerning the Sub-Advisor’s discharge of its duties and responsibilities. The Sub-advisor will make decisions Advisor shall use commercially reasonable efforts to discharge the foregoing responsibilities (1) in conformity with respect to all purchases and sales of applicable securities and other investment assets in the Portfoliolaws, and is responsible for voting all proxies for securities and exercise all other voting rights with respect to such securities in accordance with the Sub- Advisor's written proxy voting policies and procedures. To carry out such decisions, the Sub- advisor is hereby authorized, as agent and attorney-in-fact for the Trust, for the account of, at the risk of and in the name of the Trust, to place orders and issue instructions with respect to those transactions of the Portfolio. In all purchases, sales and other transactions in securities and other investments for the Portfolio, the Sub-advisor is authorized to exercise full discretion and act for the Trust in the same manner and with the same force and effect as the Trust might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions, such as proxy voting with respect to the securities of the Portfolio and entering into such agreements (including, including but not limited toto the Investment Company Act, futures and other derivatives) as is deemed necessary or appropriate by the Sub-advisor to manage Advisers Act, the Portfolio. Consistent with Section 28(e) of Commodity Exchange Act, the Securities Act of 1933, as amended (“Securities Act”), and the Securities Exchange Act of 1934, as amendedamended (“Exchange Act”), (2) subject to the Manager's oversight and the control of the officers and the Trustees of the Trust and in compliance with such policies as the Board may from time to time establish, (3) in compliance with the objectives, policies, and applicable regulations limitations for the Fund as set forth in the Registration Statement, as amended from time to time, and interpretations, (4) in compliance with such other investment guidelines or restrictions established from time to time by the Manager or the Trust after prior consultation with the Sub-Advisor. The Sub-Advisor accepts such appointment and agrees to render the 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. It is acknowledged and agreed that, so long as this Agreement is in effect, the Manager shall not appoint any other sub-advisor to manage the assets of the Fund or the assets of any future series of the Trust without the approval of the Sub-Advisor. With respect to any of the Fund assets allocated for management by the Sub-Advisor, the Manager will make the investment decisions with respect to that portion of assets which the Sub-Advisor 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 Fund’s assets in accordance with Proper Instructions received from the Sub-Advisor. (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 representatives of the Sub-Advisor who have been authorized by the 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 Sub-Advisor and the Trust’s custodian. The Sub-Advisor is authorized on behalf of the Fund, and consistent with the investment discretion delegated to the Sub-Advisor herein, to: (i) take such steps as are reasonably necessary or desirable to implement the aforementioned investment program by purchase and sale of securities and other investments, including the placing, or directing the placement through an affiliate of the Sub-Advisor, of orders for such purchases and sales, (ii) take such steps as are reasonably necessary or desirable to obtain leverage for the Fund, including issuing senior debt securities, entering into debt agreements or related documentation, making borrowing requests or repayments and pledging collateral and (iii) take such steps as are reasonably necessary or desirable to enter into and manage any derivative transactions on behalf of the Fund, including, to the extent that the Sub-Advisor uses counterparties with respect to the Fund for brokerage, futures and options clearing, ISDA purposes or in connection with other derivative transactions, use such counterparties under agreements set up by the Manager and/or the Sub-Advisor for the benefit of the Fund. Manager understands and agrees that Sub-Advisor 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 Registration Statement or the Fund’s investment guidelines. The Sub-Advisor shall be responsible for ensuring that any such transactions are consistent with the Fund’s investment policies and other governing documents; (b) the Sub-Advisor shall be responsible for providing all notifications and delivering all documents required to be provided or delivered by the Fund under such counterparty agreements; and (c) the Sub-Advisor shall immediately notify the Manager of any event of default, potential event of default or termination event, each as defined in the applicable counterparty agreement, affecting the Fund under such agreement. The Sub-Advisor shall further have the authority to instruct the custodian to: (i) pay cash for securities and other property delivered for the Fund, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold for the Fund; (iii) deposit margin or collateral which shall include the transfer of money, securities or other property to the extent necessary to meet the obligations of the Fund with respect to any investments made pursuant to the 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 Fund 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 Sub-Advisor shall not have the authority to cause the Manager or the Trust to deliver securities or other property, or pay cash to the Sub-Advisor other than payment of the management fee or any reimbursable expenses provided for in this Agreement. The Sub-Advisor will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses. The Board and the Manager understand that the value of investments made for the Fund may allocate brokerage go up as well as down, is not guaranteed and that investment decisions will not always be profitable. The Sub-Advisor has not made and is not making any guarantees, including any guarantee as to any specific level of performance of the Fund. The Board and the Manager acknowledge that investment decisions and leverage made on behalf of the Fund to broker-dealers who provide brokerage or research services to the Sub-advisor. Subject to compliance with Section 28(e), the Sub-advisor may cause the Fund to pay to a broker-dealer who provides research services a commission that exceeds the commission the Fund might have paid to a different broker-dealer for the same transaction if the Sub-advisor determines, in good faith, that such amount of commission is reasonable in relation to the value of such brokerage or research services in terms of that particular transaction or the Sub-advisor's overall responsibilities to the Fund or its other advisory clients. The Sub-advisor may aggregate sales and purchase orders of the assets of the Portfolio with similar orders being made simultaneously for other accounts advised by the Sub-advisor or its affiliates. Whenever the Sub-advisor simultaneously places orders Advisor are subject to purchase or sell the same asset on behalf of the Portfolio various market and one or more other accounts advised by the Sub-advisor, the Sub-advisor will allocate the order as to price and amount among all such accounts in a manner believed to be equitable over time to each accountbusiness risks.

Duties of the Sub Advisor. (a) Subject to supervision by the Advisor and the Board of Trustees of the Trust (the “Board”), the Sub-advisor shall (i) manage the allocation of the assets of the Fund as between the Subsidiary and the other assets of the Fund and (ii) manage the Portfolio, in each case in accordance with this Agreement and the Fund’s investment guidelines and restrictions set forth in the Fund’s prospectus or otherwise provided to the Sub-Advisor. Without limiting the foregoing, the Sub-advisor shall (A) perform customary (1) due diligence with respect to existing and prospective underlying commodity trading advisors to the Subsidiary (each a “CTA”) or any trading entity in which the Subsidiary invests (each a “Trading Entity”) and (2) risk management and reporting on each Trading Entity and the Subsidiary, and (B) be responsible for allocating and re-allocating from time to time the assets of the Subsidiary among any new and existing CTAs and/or Trading Entities. For purposes of clarity, the investment of assets of the Fund or the Subsidiary with any new CTA will require approval by the Advisor and, provided the Fund has not obtained applicable SEC exemptive relief, by the shareholders of the Fund. The Sub-advisor will make decisions with respect to all purchases and sales of securities and other investment assets in the Portfolio, and is responsible for voting all proxies for securities and exercise all other voting rights with respect to such securities in accordance with the Sub- Advisor's written proxy voting policies and procedures. To carry out such decisions, the Sub- advisor is hereby authorized, as agent and attorney-in-fact for the TrustTrust on behalf of the Fund and the Subsidiary, for the account of, at the risk of and in the name of the TrustTrust on behalf of the Fund and the Subsidiary, to place orders and issue instructions with respect to those transactions of the Portfoliosuch transactions. In all such purchases, sales and other transactions in securities and other investments for with respect to the Portfolio, the Sub-advisor is authorized to exercise full discretion and act for the Trust Subsidiary in the same manner and with the same force and effect as the Trust Subsidiary might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions, such as proxy . The Sub-advisor shall vote all proxies for securities and exercise all other voting rights with respect to the securities of in the Portfolio and entering into such agreements (including, but not limited to, futures and other derivatives) as is deemed necessary or appropriate by in accordance with the Sub-advisor’s written proxy voting policies and procedures. The Sub-advisor to manage shall not be responsible for advising or taking action, including filing proof of claim forms, on behalf of the PortfolioFund or the Subsidiary in any legal proceedings, including bankruptcies or class actions, involving securities held in or formerly held in the Portfolio or the issuers of those securities. Consistent with Section 28(e) of the Securities and Exchange Act of 1934, as amended, and applicable regulations and interpretations, the Sub-advisor may allocate brokerage on behalf of the Fund to broker-dealers who provide brokerage or research services to the Sub-advisor. Subject , subject to compliance with Section 28(e), the Sub-advisor’s determination in good faith that such broker-dealers’ commissions are reasonable in terms either of the particular transactions or of the overall responsibility of the Sub-advisor may cause to the Fund to pay to a broker-dealer who provides research services a commission Subsidiary and its other clients, and that exceeds the commission total commissions paid by the Fund might have paid to a different broker-dealer for the same transaction if the Sub-advisor determines, in good faith, that such amount of commission is Subsidiary will be reasonable in relation to the value of such brokerage or research services in terms of that particular transaction or the Sub-advisor's overall responsibilities benefits to the Fund or its other advisory clientsSubsidiary over the long-term. The Sub-advisor may aggregate sales and purchase orders of the assets of the Portfolio with similar orders being made simultaneously for other accounts advised by the Sub-advisor or its affiliates. The Sub-advisor may elect and transact in a “block trade” as defined pursuant to the Commodity Exchange Act and the regulations thereunder, as applicable and as may be amended from time to time. Whenever the Sub-advisor simultaneously places orders to purchase or sell the same asset on behalf of the Portfolio and one or more other accounts advised by the Sub-advisor, the Sub-advisor will allocate the order as to price and amount among all such accounts in a manner believed to be equitable over time to each account. In no instance will securities and other investment assets be purchased from or sold to any affiliated person of the Advisor or Sub-advisor, except in accordance with the Federal Securities Laws (as that term is defined in Rule 38a-1 under the 1000 Xxx) and the rules and regulations thereunder.