Common use of Maintenance Requirements Clause in Contracts

Maintenance Requirements. The Sub-Adviser shall maintain such books and records with respect to the Allocated Portion as are required by law, including, without limitation, the 1940 Act (including, without limitation, the investment records and ledgers required by Rule 31a-1) and the Advisers Act, and the rules and regulations thereunder (the “Fund’s Books and Records”). The Sub-Adviser agrees that the Fund’s Books and Records are the Fund’s property and further agrees to surrender promptly to the Trust or the Cleared Personnel of the Adviser the Fund’s Books and Records upon the request of the Board or the Adviser; provided, however, that (i) the Sub-Adviser may retain copies of the Fund’s Books and Records at its own cost (and may retain originals and provide the Fund with copies to the extent necessary to comply with Rule 204-2 under the Advisers Act); and (ii) any materials delivered under this Section 4(a) shall be subject to the confidentiality obligations of Section 15 hereof. The Sub-Adviser shall make the Fund’s Books and Records available for inspection and use by the SEC and other regulatory authorities having authority over the Fund, the Trust, the Adviser or any person retained by the Board at all reasonable times. Where applicable, the Fund’s Books and Records shall be maintained by the Sub-Adviser for the periods and in the places required by Rule 31a-2 under the 1940 Act. In the event of the termination of this Agreement, the Fund’s Books and Records will be returned to the Trust, to the Cleared Personnel of the Adviser or to the Administrator to be maintained on behalf of the Fund. Notwithstanding anything to the contrary herein, the Sub-Adviser shall be permitted to retain copies of the Fund’s Books and Records at its own cost (and may retain originals and provide the Trust, the Adviser or the Administrator with copies to the extent necessary to comply with Rule 204-2 of the Advisers Act). The Cleared Personnel of the Adviser and the Fund’s Chief Compliance Officer shall, upon reasonable advance notice, be provided with access to the Sub-Adviser’s documentation and records relating to the Fund’s Books and Records and copies of such documentation and records; provided that the Adviser’s access to and/or receipt of such documentation and/or records shall be in accordance with Section 15 hereof.

Maintenance Requirements. The Sub-Adviser shall maintain (or shall cause to be maintained) such books and records with respect to the Sub-Adviser’s activities in connection with the Allocated Portion as are required by law, including, without limitation, the 1940 Act (including, without limitation, the investment records and ledgers required by Rule 31a-1) and the Advisers Act, and the rules and regulations thereunder (the “Fund’s Books and Records”). The Sub-Adviser agrees that the Fund’s Books and Records are the Fund’s property and further agrees to surrender promptly to the Trust or the Cleared Personnel of the Adviser the Fund’s Books and Records upon the request of the Board or the Adviser; provided, however, that (i) the Sub-Adviser may retain copies of the Fund’s Books and Records at its own cost (and may retain originals and provide the Fund with copies to the extent necessary to comply with Rule 204-2 under the Advisers Act); and (ii) any materials delivered under this Section 4(a) shall be subject to the confidentiality obligations of Section 15 hereofcost. The Sub-Adviser shall make the Fund’s Books and Records available for inspection and use by the SEC and other regulatory authorities having authority over the Fund, the Trust, the Adviser Adviser, or any person retained by the Board at all reasonable timestimes as requested by the Adviser or the Board. Where applicable, the Fund’s Books and Records shall be maintained by the Sub-Adviser for the periods and in the places required by Rule 31a-2 under the 1940 Act. In the event of the termination of this Agreement, the Fund’s Books and Records will be returned to the Trust, to Trust or the Cleared Personnel of the Adviser or to the Administrator to be maintained on behalf of the Fund. Notwithstanding anything to the contrary herein, Adviser; provided that the Sub-Adviser shall be permitted to may retain copies of the Fund’s Books and Records at its own cost (and may retain originals and provide the Trust, the Adviser or the Administrator with copies to the extent necessary to comply with Rule 204-2 of the Advisers Act)required by law. The Cleared Personnel of the Adviser and the Fund’s Chief Compliance Officer shall, upon reasonable advance notice, be provided with access to the Sub-Adviser’s documentation and records relating to the Fund’s Books and Records Fund and copies of such documentation and records; provided that the Adviser’s access to and/or receipt of such documentation and/or records shall be in accordance with Section 15 hereof.

Maintenance Requirements. The Sub-Adviser shall maintain such books and records with respect to the Allocated Portion as are required by law, including, without limitation, the 1940 Act (including, without limitation, the investment records and ledgers required by Rule 31a-1) and the Advisers Act, and the rules and regulations thereunder (the “Fund’s Books and Records”). The Sub-Adviser agrees that the Fund’s Books and Records are the Fund’s property and further agrees to surrender promptly to the Trust or the Cleared Personnel of the Adviser the Fund’s Books and Records upon the request of the Board or the Adviser; provided, however, that (i) the Sub-Adviser may retain copies of the Fund’s Books and Records at its own cost (and may retain originals and provide the Fund with copies to the extent necessary to comply with Rule 204-2 under the Advisers Act); and (ii) any materials delivered under this Section 4(a) shall be subject to the confidentiality obligations of Section 15 hereofcost. The Sub-Adviser shall make the Fund’s Books and Records available for inspection and use by the SEC and other regulatory authorities having authority over the Fund, the Trust, the Adviser Adviser, or any person retained by the Board at all reasonable timestimes as requested by the Adviser or the Board. Where applicable, the Fund’s Books and Records shall be maintained by the Sub-Adviser for the periods and in the places required by Rule 31a-2 under the 1940 ActAct and applicable Commodity Futures Trading Commission (“CFTC”) regulations. In the event of the termination of this Agreement, the Fund’s Books and Records will be returned to the Trust, to the Cleared Personnel of Trust or the Adviser or upon the written request to the Administrator to be maintained on behalf of the Fund. Notwithstanding anything to the contrary herein, the Sub-Adviser shall be permitted to retain copies of the Fund’s Books and Records at its own cost (and may retain originals and provide the Trust, the Adviser or the Administrator with copies to the extent necessary to comply with Rule 204-2 of the Advisers Act)by such party. The Cleared Personnel of the Adviser and the Fund’s Chief Compliance Officer shall, upon reasonable advance notice, be provided with access to the Sub-Adviser’s documentation and records relating to the Fund’s Books and Records Fund and copies of such documentation and records; provided that the Adviser’s access to and/or receipt of such documentation and/or records shall be in accordance with Section 15 hereof.

Maintenance Requirements. The Sub-Adviser shall maintain such books and records with respect to the Allocated Portion as are required by lawlaw and not maintained by the Fund’s Administrator, Custodian or transfer agent, including, without limitation, the 1940 Act (including, without limitation, the investment records and ledgers required by Rule 31a-1) and the Advisers Act, Act and the rules and regulations thereunder (the “Fund’s Books and Records”). The Sub-Adviser agrees that the Fund’s Books and Records are the Fund’s property and further agrees to surrender promptly to the Trust or the Cleared Personnel of the Adviser the Fund’s Books and Records upon the request of the Board or the Adviser; provided, however, that (i) the Sub-Adviser may retain copies of the Fund’s Books and Records at its own cost (and may retain originals and provide the Fund with copies to the extent necessary to comply with Rule 204-2 under the Advisers Act); and (ii) any materials delivered under this Section 4(a) shall be subject to the confidentiality obligations of Section 15 hereofcost. The Sub-Adviser shall make the Fund’s Books and Records available for inspection and use by the SEC and other regulatory authorities having authority over the Fund, the Trust, the Adviser Adviser, or any person retained by the Board at all reasonable timestimes as requested by the Adviser, the Board, the SEC or such other regulatory authorities. Where applicable, the Fund’s Books and Records shall be maintained by the Sub-Adviser for the periods and in the places required by Rule 31a-2 under the 1940 Act. In the event of the termination of this Agreement, the Fund’s Books and Records will be returned to the Trust, to Trust or the Cleared Personnel of the Adviser or to the Administrator to be maintained on behalf of the Fund. Notwithstanding anything to the contrary herein, Adviser; provided that the Sub-Adviser shall be permitted entitled to retain copies of the Fund’s Books and Records at its own cost (and may retain originals and provide the Trust, the Adviser or the Administrator with copies expense to the extent necessary or advisable in connection with the use track record in accordance with Section 8.c or to comply with Rule 204-2 the extent required or requested under applicable law. The Adviser and a representative of the Advisers Act). The Cleared Personnel of the Adviser and the Fund’s Chief Compliance Officer Board shall, upon reasonable advance notice, be provided with access to the Sub-Adviser’s documentation and records relating to the Fund’s Books and Records Fund and copies of such documentation and records; provided that the Adviser’s access to and/or receipt of such documentation and/or records shall be in accordance with Section 15 hereof.

Maintenance Requirements. The Sub-Adviser shall maintain such books and records with respect to the Allocated Portion as are required by law, including, without limitation, the 1940 Act (including, without limitation, the investment records and ledgers required by Rule 31a-1) and the Advisers Act, and the rules and regulations thereunder (the “Fund’s Books and Records”). The Sub-Adviser agrees that the Fund’s Books and Records are the Fund’s property and further agrees to surrender promptly to the Trust or the Cleared Personnel of the Adviser the Fund’s Books and Records upon the request of the Board or the Adviser; provided, however, that (i) the Sub-Adviser may retain copies of the Fund’s Books and Records at its own cost (and may retain originals and provide the Fund with copies to the extent necessary to comply with Rule 204-2 under the Advisers Act); and (ii) any materials delivered under this Section 4(a) shall be subject to the confidentiality obligations of Section 15 hereofcost. The Sub-Adviser shall make the Fund’s Books and Records available for inspection and use by the SEC and other regulatory authorities having authority over the Fund, the Trust, the Adviser Adviser, or any person retained by the Board at all reasonable timestimes as requested by the Adviser or the Board. Where applicable, the Fund’s Books and Records shall be maintained by the Sub-Adviser for the periods and in the places required by Rule 31a-2 under the 1940 Act. In the event of the termination of this Agreement, the Fund’s Books and Records will be returned to the TrustTrust or the Adviser; provided, to the Cleared Personnel of the Adviser or to the Administrator to be maintained on behalf of the Fund. Notwithstanding anything to the contrary hereinhowever, that the Sub-Adviser shall be permitted to may retain copies of the Fund’s Books and Records at its own cost (and may retain originals and provide the Trust, the Adviser or the Administrator with copies to the extent necessary to comply with Rule 204-2 of the Advisers Act)cost. The Cleared Personnel of the Adviser and the Fund’s Chief Compliance Officer shall, upon reasonable advance notice, be provided with access to the Sub-Adviser’s documentation and records relating to the Fund’s Books and Records and copies of such documentation and records; provided that the Adviser’s access to and/or receipt of such documentation and/or records shall be in accordance with Section 15 hereofthereof.

Maintenance Requirements. The SubCo-Adviser shall maintain such books and records with respect to the Allocated Portion as are required by lawapplicable law and regulation, including, without limitation, including the 1940 Act (including, without limitation, the investment records and ledgers required by Rule 31a-131a-1 under the 0000 Xxx) and the Advisers Act, and the rules and regulations thereunder (the “Fund’s Books and Records”). The SubCo-Adviser agrees that the Fund’s Books and Records are the Fund’s property and further agrees to surrender promptly to the Trust or the Cleared Personnel of the Adviser the Fund’s Books and Records upon the request of the Board or the Adviser; provided, however, that (i) the SubCo-Adviser may retain confidential copies of the Fund’s Books and Records at its own cost (and may retain originals and provide the Fund with copies to the extent necessary to comply with Rule 204-2 under the Advisers Act); and (ii) any materials delivered under this Section 4(a) shall be subject to the confidentiality obligations of Section 15 hereofcost. The SubCo-Adviser shall make the Fund’s Books and Records available for inspection and use by the SEC and other regulatory authorities having authority over the Fund, Real Asset, the Trust, the Adviser or any person retained by the Board at all reasonable timestimes during the Co- Adviser’s normal business hours as requested by the Board or the Adviser upon reasonable prior written notice to the extent such books and records are not maintained by the Custodian. Where applicable, the Fund’s Books and Records shall be maintained by the SubCo-Adviser for the periods and in the places required by Rule 31a-2 under the 1940 Act. In the event of the termination of this Agreement, the Fund’s Books and Records will be returned to the Trust, to the Cleared Personnel of the Adviser or to the Administrator to be maintained on behalf of the Fund. Notwithstanding anything to the contrary herein, the Sub-Adviser shall be permitted to retain copies of the Fund’s Books and Records at its own cost (and may retain originals and provide the Trust, the Adviser Trust or the Administrator with copies to the extent necessary to comply with Rule 204-2 of the Advisers Act)Adviser. The Cleared Personnel of the Adviser and the Fund’s Chief Compliance Officer shall, upon reasonable advance notice, be provided with access to the SubCo-Adviser’s documentation and records relating to the Fund’s Books and Records Fund and copies of such documentation and records; provided that records during the Co- Adviser’s access to and/or receipt of such documentation and/or records shall be in accordance with Section 15 hereofnormal business hours.

Maintenance Requirements. The Sub-Adviser shall maintain such books and records with respect to the Allocated Portion as are required by lawapplicable law and regulation, including, without limitation, including the 1940 Act (including, without limitation, the investment records and ledgers required by Rule 31a-131a-1 under the 0000 Xxx) and the Advisers Act, and the rules and regulations thereunder (the “Fund’s Books and Records”). The Sub-Adviser agrees that the Fund’s Books and Records are the Fund’s property and further agrees to surrender promptly to the Trust or the Cleared Personnel of the Adviser the Fund’s Books and Records upon the request of the Board or the Adviser; provided, however, that (i) the Sub-Adviser may retain confidential copies of the Fund’s Books and Records at its own cost (and may retain originals and provide the Fund with copies to the extent necessary to comply with Rule 204-2 under the Advisers Act); and (ii) any materials delivered under this Section 4(a) shall be subject to the confidentiality obligations of Section 15 hereofcost. The Sub-Adviser shall make the Fund’s Books and Records available for inspection and use by the SEC and other regulatory authorities having authority over the Fund, FS Multi-Strat, the Trust, the Adviser or any person retained by the Board at all reasonable timestimes during the Sub- Adviser’s normal business hours as requested by the Board or the Adviser upon reasonable prior written notice to the extent such books and records are not maintained by the Custodian. Where applicable, the Fund’s Books and Records shall be maintained by the Sub-Adviser for the periods and in the places required by Rule 31a-2 under the 1940 Act. In the event of the termination of this Agreement, the Fund’s Books and Records will be returned to the Trust, to the Cleared Personnel of the Adviser or to the Administrator to be maintained on behalf of the Fund. Notwithstanding anything to the contrary herein, the Sub-Adviser shall be permitted to retain copies of the Fund’s Books and Records at its own cost (and may retain originals and provide the Trust, the Adviser Trust or the Administrator with copies to the extent necessary to comply with Rule 204-2 of the Advisers Act)Adviser. The Cleared Personnel of the Adviser and the Fund’s Chief Compliance Officer shall, upon reasonable advance notice, be provided with access to the Sub-Adviser’s documentation and records relating to the Fund’s Books and Records Fund and copies of such documentation and records; provided that records during the Sub- Adviser’s access to and/or receipt of such documentation and/or records shall be in accordance with Section 15 hereofnormal business hours.

Maintenance Requirements. The Sub-Adviser shall maintain such expects the Administrator to keep substantially all of the books and records with respect to for the Allocated Portion Fund as are required by law, including, without limitation, the 1940 Act (including, without limitation, the investment records and ledgers required by Rule 31a-1) and the Advisers Act, and the rules and regulations thereunder (the “Fund’s Books and Records”). However, the Sub-Adviser shall maintain such books and records with respect to the Allocated Portion as the Adviser and the Sub-Adviser shall agree from time to time. The Adviser and the Sub-Adviser shall memorialize in writing from time to time those categories or sub-categories of the Fund’s Books and Records the Sub-Adviser shall be responsible to maintain. The Sub-Adviser agrees that the Fund’s Books and Records are the Fund’s property and further agrees to surrender promptly to the Trust or the Cleared Personnel of the Adviser the Fund’s Books and Records upon the request of the Board or the Adviser; provided, however, that (i) the Sub-Adviser may retain copies of the Fund’s Books and Records at its own cost (and may retain originals and provide the Fund with copies to the extent necessary to comply with Rule 204-2 under the Advisers Act); and (ii) any materials delivered under this Section 4(a) shall be subject to the confidentiality obligations of Section 15 hereofcost. The Sub-Adviser shall make the Fund’s Books and Records available for inspection and use by the SEC and other regulatory authorities having authority over the Fund, the Trust, the Adviser Adviser, or any person retained by the Board at all reasonable timestimes as requested by the Adviser or the Board. Where applicable, the Fund’s Books and Records shall be maintained by the Sub-Adviser for the periods and in the places required by Rule 31a-2 under the 1940 Act. In the event of the termination of this Agreement, the Fund’s Books and Records will be returned to the Trust, to the Cleared Personnel of the Adviser or to the Administrator to be maintained on behalf of the Fund. Notwithstanding anything to the contrary herein, the Sub-Adviser shall be permitted to retain copies of the Fund’s Books and Records at its own cost (and may retain originals and provide the Trust, the Adviser Trust or the Administrator with copies to the extent necessary to comply with Rule 204-2 of the Advisers Act)Adviser. The Cleared Personnel of the Adviser and the Fund’s Chief Compliance Officer shall, upon reasonable advance notice, be provided with access to the Sub-Adviser’s documentation and records relating to the Fund’s Books and Records Fund and copies of such documentation and records; provided that the Adviser’s access to and/or receipt of such documentation and/or records shall be in accordance with Section 15 hereof.

Maintenance Requirements. The Sub-Adviser shall maintain such books and records with respect to the Allocated Portion as are required by applicable law, including, without limitation, the 1940 Act (including, without limitation, the investment records and ledgers required by Rule 31a-1) and the Advisers Act, and the rules and regulations thereunder (the “Fund’s Books and Records”). The Sub-Adviser agrees that the Fund’s Books and Records are the Fund’s property and further agrees to surrender promptly to the Trust or the Cleared Personnel of the Adviser the Fund’s Books and Records upon the request of the Board or the Adviser; provided, however, that (i) the Sub-Adviser may retain copies of the Fund’s Books and Records at its own cost (and may retain originals and provide the Fund with copies to the extent necessary to comply with Rule 204-2 under the Advisers Act); and (ii) any materials delivered under this Section 4(a) shall be subject to the confidentiality obligations of Section 15 hereofcost. The Sub-Adviser shall make the Fund’s Books and Records available for inspection and use by the SEC and other regulatory authorities having authority over the Fund, the Trust, the Adviser Adviser, or any person retained by the Board at all reasonable timestimes upon prior request by the Adviser or the Board. Where applicable, the Fund’s Books and Records shall be maintained by the Sub-Adviser for the periods and in the places required by Rule 31a-2 under the 1940 Act. In the event of the termination of this Agreement, the Fund’s Books and Records will be returned to the Trust, to Trust or the Cleared Personnel of the Adviser or to the Administrator to be maintained on behalf of the Fund. Notwithstanding anything to the contrary herein, Adviser; provided that the Sub-Adviser shall be permitted to may retain copies of the Fund’s Books and Records at its own cost (and may retain originals and provide the Trust, the Adviser or the Administrator with copies to the extent necessary to comply with Rule 204-2 of the Advisers Act)required by law or bona fide internal record keeping policies. The Cleared Personnel of the Adviser and the Fund’s Chief Compliance Officer shall, upon prior reasonable advance notice, be provided with access to the Sub-Adviser’s documentation and records relating to the Fund’s Books and Records Fund only and copies of such documentation and records; provided that . Notwithstanding anything to the Adviser’s access contrary herein or in the Governing Documents, the Sub-Adviser shall not be responsible for any tax filings or reports related to and/or receipt of such documentation and/or records shall be in accordance with Section 15 hereofthe Fund.

Maintenance Requirements. The Sub-Adviser shall maintain such expects the Administrator to keep substantially all of the books and records with respect to for the Allocated Portion Fund as are required by law, including, without limitation, the 1940 Act (including, without limitation, the investment records and ledgers required by Rule 31a-1) and the Advisers Act, and the rules and regulations thereunder (the “Fund’s Books and Records”). However, the Sub-Adviser shall maintain such books and records with respect to the Allocated Portion as the Adviser and the Sub-Adviser shall agree from time to time. The Adviser and the Sub-Adviser shall memorialize in writing from time to time those categories or sub-categories of the Fund’s Books and Records the Sub- Adviser shall be responsible to maintain. The Sub-Adviser agrees that the Fund’s Books and Records are the Fund’s property and further agrees to surrender promptly to the Trust or the Cleared Personnel of the Adviser the Fund’s Books and Records upon the request of the Board or the Adviser; provided, however, that (i) the Sub-Adviser may retain copies of the Fund’s Books and Records at its own cost (and may retain originals and provide the Fund with copies to the extent necessary to comply with Rule 204-2 under the Advisers Act); and (ii) any materials delivered under this Section 4(a) shall be subject to the confidentiality obligations of Section 15 hereofcost. The Sub-Adviser shall make the Fund’s Books and Records available for inspection and use by the SEC and other regulatory authorities having authority over the Fund, the Trust, the Adviser Adviser, or any person retained by the Board at all reasonable timestimes as requested by the Adviser or the Board. Where applicable, the Fund’s Books and Records shall be maintained by the Sub-Adviser for the periods and in the places required by Rule 31a-2 under the 1940 Act. In the event of the termination of this Agreement, the Fund’s Books and Records will be returned to the Trust, to the Cleared Personnel of the Adviser or to the Administrator to be maintained on behalf of the Fund. Notwithstanding anything to the contrary herein, the Sub-Adviser shall be permitted to retain copies of the Fund’s Books and Records at its own cost (and may retain originals and provide the Trust, the Adviser Trust or the Administrator with copies to the extent necessary to comply with Rule 204-2 of the Advisers Act)Adviser. The Cleared Personnel of the Adviser and the Fund’s Chief Compliance Officer shall, upon reasonable advance notice, be provided with access to the Sub-Adviser’s documentation and records relating to the Fund’s Books and Records Fund and copies of such documentation and records; provided that the Adviser’s access to and/or receipt of such documentation and/or records shall be in accordance with Section 15 hereof.

Maintenance Requirements. The SubCo-Adviser shall maintain such books and records with respect to the Allocated Portion as are required by lawapplicable law and regulation, including, without limitation, including the 1940 Act (including, without limitation, the investment records and ledgers required by Rule 31a-131a-1 under the 1000 Xxx) and the Advisers Act, and the rules and regulations thereunder (the “Fund’s Books and Records”). The SubCo-Adviser agrees that the Fund’s Books and Records are the Fund’s property and further agrees to surrender promptly to the Trust or the Cleared Personnel of the Adviser the Fund’s Books and Records upon the request of the Board or the Adviser; provided, however, that (i) the SubCo-Adviser may retain confidential copies of the Fund’s Books and Records at its own cost (and may retain originals and provide the Fund with copies to the extent necessary to comply with Rule 204-2 under the Advisers Act); and (ii) any materials delivered under this Section 4(a) shall be subject to the confidentiality obligations of Section 15 hereofcost. The SubCo-Adviser shall make the Fund’s Books and Records available for inspection and use by the SEC and other regulatory authorities having authority over the Fund, the Trust, the Adviser or any person retained by the Board at all reasonable timestimes during the Co-Adviser’s normal business hours as requested by the Board or the Adviser upon reasonable prior written notice to the extent such books and records are not maintained by the Custodian. Where applicable, the Fund’s Books and Records shall be maintained by the SubCo-Adviser for the periods and in the places required by Rule 31a-2 under the 1940 Act. In the event of the termination of this Agreement, the Fund’s Books and Records will be returned to the Trust, to the Cleared Personnel of the Adviser or to the Administrator to be maintained on behalf of the Fund. Notwithstanding anything to the contrary herein, the Sub-Adviser shall be permitted to retain copies of the Fund’s Books and Records at its own cost (and may retain originals and provide the Trust, the Adviser Trust or the Administrator with copies to the extent necessary to comply with Rule 204-2 of the Advisers Act)Adviser. The Cleared Personnel of the Adviser and the Fund’s Chief Compliance Officer shall, upon reasonable advance notice, be provided with access to the SubCo-Adviser’s documentation and records relating to the Fund’s Books and Records Fund and copies of such documentation and records; provided that records during the Co-Adviser’s access to and/or receipt of such documentation and/or records shall be in accordance with Section 15 hereofnormal business hours.

Maintenance Requirements. The Sub-Adviser shall maintain such books and records with respect to the Allocated Portion as are required by law, including, without limitation, the 1940 Act (including, without limitation, the investment records and ledgers required by Rule 31a-1) and the Advisers Act, and the rules and regulations thereunder (the “Fund’s Books and Records”). The Sub-Adviser agrees that the Fund’s Books and Records are the Fund’s property and further agrees to surrender promptly to the Trust or the Cleared Personnel of the Adviser the Fund’s Books and Records upon the request of the Board or the Adviser; provided, however, that (i) the Sub-Adviser may retain copies of the Fund’s Books and Records at its own cost (and may retain originals and provide the Fund with copies to the extent necessary to comply with Rule 204-2 under the Advisers Act); and (ii) any materials delivered under this Section 4(a) shall be subject to the confidentiality obligations of Section 15 hereofcost. The Sub-Adviser shall make the Fund’s Books and Records available for inspection and use by the SEC and other regulatory authorities having authority over the Sub-Adviser, the Fund, the Trust, the Adviser Adviser, or any person retained by the Board at all reasonable timestimes as requested by the Adviser or the Board. Where applicable, the Fund’s Books and Records shall be maintained by the Sub-Adviser for the periods and in the places required by Rule 31a-2 under the 1940 Act. In the event of the termination of this Agreement, the Fund’s Books and Records will be returned to the Trust, to the Cleared Personnel of Trust or the Adviser or to the Administrator to be maintained on behalf of the Fund. Notwithstanding anything to the contrary hereinprovided, however, that the Sub-Adviser shall be permitted to may retain copies of the Fund’s Books and Records at its own cost (and may retain originals and provide as may, in the Trustsole discretion of the Sub-Adviser, the Adviser or the Administrator with copies to the extent be reasonably necessary to comply with Rule 204-2 of the Advisers Act)applicable law. The Cleared Personnel of the Adviser and the Fund’s Chief Compliance Officer shall, at reasonable times and upon reasonable advance notice, be provided with access to the Sub-Adviser’s documentation and records relating to the Fund’s Books and Records Fund and copies of such documentation and records; provided that the Adviser’s access to and/or receipt of such documentation and/or records shall be in accordance with Section 15 hereof.

Maintenance Requirements. The Sub-Adviser shall maintain such books and records with respect to the Sub-Adviser’s activities in connection with the Allocated Portion as are required by law, including, without limitation, the 1940 Act (including, without limitation, the investment records and ledgers required by Rule 31a-1) and the Advisers Act, and the rules and regulations thereunder (the “Fund’s Books and Records”). The Sub-Adviser agrees that the Fund’s Books and Records are the Fund’s property and further agrees to surrender promptly to the Trust or the Cleared Personnel of the Adviser the Fund’s Books and Records upon the request of the Board or the Adviser; provided, however, that (i) the Sub-Adviser may retain copies of the Fund’s Books and Records at its own cost (and may retain originals and provide the Fund with copies to the extent necessary to comply with Rule 204-2 under the Advisers Act); and (ii) any materials delivered under this Section 4(a) shall be subject to the confidentiality obligations of Section 15 hereofcost. The Sub-Adviser shall make the Fund’s Books and Records available for inspection and use by the SEC and other regulatory authorities having authority over the Fund, the Trust, the Adviser Adviser, or any person retained by the Board at all reasonable timestimes as requested by the Adviser or the Board. Where applicable, the Fund’s Books and Records shall be maintained by the Sub-Adviser for the periods and in the places required by Rule 31a-2 under the 1940 Act. In the event of the termination of this Agreement, the Fund’s Books and Records will be returned to the Trust, to Trust or the Cleared Personnel of the Adviser or to the Administrator to be maintained on behalf of the Fund. Notwithstanding anything to the contrary herein, Adviser; provided that the Sub-Adviser shall be permitted to may retain copies of the Fund’s Books and Records at its own cost (and may retain originals and provide the Trust, the Adviser or the Administrator with copies to the extent necessary to comply with Rule 204-2 of the Advisers Act)required by law. The Cleared Personnel of the Adviser and the Fund’s Chief Compliance Officer shall, upon reasonable advance notice, be provided with access to the Sub-Adviser’s documentation and records relating to the Fund’s Books and Records Fund and copies of such documentation and records; provided that the Adviser’s access to and/or receipt of such documentation and/or records shall be in accordance with Section 15 hereof.