Common use of PROVISION OF CERTAIN INFORMATION BY SUBADVISER Clause in Contracts

PROVISION OF CERTAIN INFORMATION BY SUBADVISER. A. The Subadviser will promptly notify the Adviser, as permitted by applicable law, (1) in the event the SEC, CFTC, NFA or other US or non-US governmental or self-regulatory authority has (i) censured the Subadviser or any of its affiliates; (ii) placed limitations upon its (or any affiliate’s) activities, functions or operations which may reasonably be expected to have a material adverse effect on the Subadviser’s ability to perform its obligations under this Agreement; (iii) suspended or revoked its (or any affiliate’s) registration, if any, as an investment adviser; or (iv) has commenced proceedings or a formal investigation that may reasonably be expected to have a material adverse effect on the Subadviser’s ability to perform its obligations under this Agreement; (2) upon having a reasonable basis for believing that the Subadviser Assets, assuming the Subadviser Assets constituted a separate investment company registered under the 1940 Act, have ceased to qualify or might reasonably be expected to fail to qualify as a regulated investment company under Subchapter M of the Code, except as otherwise provided for in the Guidelines; or (3) there occurs any (a) conviction, settlement or plea of guilty or no contest by the Subadviser or any of its affiliates, or any principal or officer of the Subadviser (the “Relevant Persons”) regarding any felony, securities law-related misdemeanor or any criminal misdemeanor involving theft or fraud, (b) settlement with or final determination by any regulatory authority involving a material violation of a securities law or regulation on the part of any Relevant Person; (c) formal allegation by any US or non-US governmental or self-regulatory body (including, but not to, limited to Xxxxx Notices) of fraud, embezzlement, money laundering, xxxxxxx xxxxxxx, market manipulation or abuse, or breach of regulation with reference to, any Relevant Persons or the initiation of any such Proceeding (as defined in the general instructions to Form ADV) against any Relevant Persons; (d) disciplinary information that Subadviser is obligated to disclose to its clients under Item 11 of Form ADV Part 1A or Item 9 of Form ADV Part 2A; (e) material breach of this Agreement of which the Subadviser is aware; or (f) any other event which could, in the reasonable determination of the Subadviser, have a material adverse effect on the Subadviser’s ability to carry out its obligations to the Fund under this Agreement.

PROVISION OF CERTAIN INFORMATION BY SUBADVISER. A. The Subadviser will promptly notify the Adviser, as permitted by applicable law, Adviser (1) in the event the SEC, CFTC, NFA SEC or other US or non-US governmental or self-regulatory authority has (i) censured the Subadviser or any of its affiliatesSubadviser; (ii) placed limitations upon its (or any affiliate’s) activities, functions or operations which may reasonably be expected to have a material adverse effect on the Subadviser’s ability to perform its obligations under this Agreementoperations; (iii) suspended or revoked its (or any affiliate’s) registration, if any, as an investment adviser; or (iv) has commenced proceedings or a formal an investigation that may reasonably be expected to have a material adverse effect on the Subadviser’s ability to perform its obligations under this Agreement; result in any of these actions or (2) upon having a reasonable basis for believing that the Subadviser Assets, assuming the Subadviser Assets constituted a separate investment company registered under the 1940 Act, have Fund has ceased to qualify or might reasonably be expected to fail to not qualify as a regulated investment company under Subchapter M of the Code, except as otherwise provided for . The Subadviser further agrees to notify the Adviser promptly of any material fact known to the Subadviser respecting or relating to the Subadviser that is not contained in the Guidelines; Prospectus, and is required to be stated therein or (3) there occurs necessary to make the statements therein not misleading, or of any (a) conviction, settlement or plea of guilty or no contest statement contained therein that becomes untrue in any material respect. As reasonably requested by the Subadviser or any of its affiliates, or any principal or officer Trust on behalf of the Trust's officers and in accordance with the scope of Subadviser's obligations and responsibilities contained in this Agreement, Subadviser (will provide reasonable assistance to the “Relevant Persons”Trust in connection with the Trusts's compliance with the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the SEC thereunder, and Rule 38(a) regarding any felony, securities law-related misdemeanor or any criminal misdemeanor involving theft or fraud, (b) settlement with or final determination by any regulatory authority involving a material violation - 1 of a securities law or regulation on the part of any Relevant Person; (c) formal allegation by any US or non-US governmental or self-regulatory body (including1940 Act. Such assistance shall include, but not be limited to, limited (i) certifying periodically, upon the reasonable request of the Trust, that it is in compliance with all applicable "federal securities laws", as required by Rule 38a-1(e)(1) under the 1940 Act, and Rule 206(4)-7 under the Advisers Act; (ii) facilitating and cooperating with third-party audits arranged by the Trust to Xxxxx Noticesevaluate the effectiveness of its compliance controls; (iii) providing the Trust's chief compliance officer with direct access to its compliance personnel; (iv) providing the Trust's chief compliance officer with periodic reports and (v) promptly providing special reports in the event of compliance problems. Further, Subadviser is aware that: (i) the Chief Executive Officer (Principal Executive Officer) and Treasury/Chief Financial Officer (Principal Financial Officer) of fraudthe Trust (collectively, embezzlement"Certifying Officers") are required to certify the Trust's periodic reports on Form N-CSR pursuant to Rule 30a-2 under the Investment Company Act of 1940, money launderingas amended; and (ii) the Certifying Officers must rely upon certain matters of fact generated by Subadviser of which they do not have firsthand knowledge. Consequently, xxxxxxx xxxxxxx, market manipulation or abuse, or breach subadviser has in place and has observed procedures and controls that are reasonably designed to ensure the adequacy of regulation with reference to, any Relevant Persons or the initiation services provided to the Trust under this Agreement and the accuracy of any such Proceeding (as defined the information prepared by it and which is included in the general instructions Form N-CSR, and shall provide certifications to the Trust to be relied upon by the Certifying Officers in certifying the Trust's periodic reports on Form ADV) against any Relevant Persons; (d) disciplinary information that Subadviser is obligated to disclose to its clients under Item 11 of Form ADV Part 1A or Item 9 of Form ADV Part 2A; (e) material breach of this Agreement of which the Subadviser is aware; or (f) any other event which couldN-CSR, in the reasonable determination of the Subadviser, have a material adverse effect on the Subadviser’s ability to carry out its obligations form satisfactory to the Fund under this AgreementTrust.

PROVISION OF CERTAIN INFORMATION BY SUBADVISER. A. The Subadviser will promptly notify the Adviser, as permitted by applicable law, Adviser (1) in the event the SEC, CFTC, NFA SEC or other US or non-US governmental or self-regulatory authority has (i) censured the Subadviser or any of its affiliatesSubadviser; (ii) placed limitations upon its (or any affiliate’s) activities, functions or operations which may reasonably be expected to have a material adverse effect on the Subadviser’s ability to perform its obligations under this Agreementoperations; (iii) suspended or revoked its (or any affiliate’s) registration, if any, as an investment adviser; or (iv) has commenced proceedings or a formal an investigation that may reasonably be expected to have a material adverse effect on the Subadviser’s ability to perform its obligations under this Agreement; result in any of these actions or (2) upon having a reasonable basis for believing that the Subadviser Assets, assuming the Subadviser Assets constituted a separate investment company registered under the 1940 Act, have Fund has ceased to qualify or might reasonably be expected to fail to not qualify as a regulated investment company under Subchapter M of the Code, except as otherwise provided for . The Subadviser further agrees to notify the Adviser promptly of any material fact known to the Subadviser respecting or relating to the Subadviser that is not contained in the Guidelines; Prospectus, and is required to be stated therein or (3) there occurs necessary to make the statements therein not misleading, or of any (a) conviction, settlement or plea of guilty or no contest statement contained therein that becomes untrue in any material respect. As reasonably requested by the Subadviser or any of its affiliates, or any principal or officer Trust on behalf of the Trust’s officers and in accordance with the scope of Subadviser’s obligations and responsibilities contained in this Agreement, Subadviser (will provide reasonable assistance to the “Relevant Persons”Trust in connection with the Trusts’s compliance with the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the SEC thereunder, and Rule 38(a) regarding any felony, securities law-related misdemeanor or any criminal misdemeanor involving theft or fraud, (b) settlement with or final determination by any regulatory authority involving a material violation – 1 of a securities law or regulation on the part of any Relevant Person; (c) formal allegation by any US or non-US governmental or self-regulatory body (including1940 Act. Such assistance shall include, but not be limited to, limited (i) certifying periodically, upon the reasonable request of the Trust, that it is in compliance with all applicable “federal securities laws”, as required by Rule 38a-1(e)(1) under the 1940 Act, and Rule 206(4)-7 under the Advisers Act; (ii) facilitating and cooperating with third-party audits arranged by the Trust to Xxxxx Noticesevaluate the effectiveness of its compliance controls; (iii) providing the Trust’s chief compliance officer with direct access to its compliance personnel; (iv) providing the Trust’s chief compliance officer with periodic reports and (v) promptly providing special reports in the event of compliance problems. Further, Subadviser is aware that: (i) the Chief Executive Officer (Principal Executive Officer) and Treasury/Chief Financial Officer (Principal Financial Officer) of fraudthe Trust (collectively, embezzlement“Certifying Officers”) are required to certify the Trust’s periodic reports on Form N-CSR pursuant to Rule 30a-2 under the Investment Company Act of 1940, money launderingas amended; and (ii) the Certifying Officers must rely upon certain matters of fact generated by Subadviser of which they do not have firsthand knowledge. Consequently, xxxxxxx xxxxxxx, market manipulation or abuse, or breach Subadviser has in place and has observed procedures and controls that are reasonably designed to ensure the adequacy of regulation with reference to, any Relevant Persons or the initiation services provided to the Trust under this Agreement and the accuracy of any such Proceeding (as defined the information prepared by it and which is included in the general instructions Form N-CSR, and shall provide certifications to the Trust to be relied upon by the Certifying Officers in certifying the Trust’s periodic reports on Form ADV) against any Relevant Persons; (d) disciplinary information that Subadviser is obligated to disclose to its clients under Item 11 of Form ADV Part 1A or Item 9 of Form ADV Part 2A; (e) material breach of this Agreement of which the Subadviser is aware; or (f) any other event which couldN-CSR, in the reasonable determination of the Subadviser, have a material adverse effect on the Subadviser’s ability to carry out its obligations form satisfactory to the Fund under this AgreementTrust.

PROVISION OF CERTAIN INFORMATION BY SUBADVISER. A. The Subadviser will promptly notify the Adviser, as permitted by applicable law, Adviser (1) in the event the SEC, CFTC, NFA SEC or other US or non-US governmental or self-regulatory authority has (i) censured the Subadviser or any of its affiliatesSubadviser; (ii) placed limitations upon its (or any affiliate’s) activities, functions or operations which may reasonably be expected to have a material adverse effect on the Subadviser’s ability to perform its obligations under this Agreementoperations; (iii) suspended or revoked its (or any affiliate’s) registration, if any, as an investment adviser; or (iv) has commenced proceedings or a formal an investigation that may reasonably be expected to have a material adverse effect on the Subadviser’s ability to perform its obligations under this Agreement; result in any of these actions or (2) upon having a reasonable basis for believing that the Subadviser Assets, assuming the Subadviser Assets constituted a separate investment company registered under the 1940 Act, have Fund has ceased to qualify or might reasonably be expected to fail to not qualify as a regulated investment company under Subchapter M of the Code, except as otherwise provided for . The Subadviser further agrees to notify the Adviser promptly of any material fact known to the Subadviser respecting or relating to the Subadviser that is not contained in the Guidelines; Prospectus, and is required to be stated therein or (3) there occurs necessary to make the statements therein not misleading, or of any (a) conviction, settlement or plea of guilty or no contest statement contained therein that becomes untrue in any material respect. As reasonably requested by the Subadviser or any of its affiliates, or any principal or officer Trust on behalf of the Trust’s officers and in accordance with the scope of Subadviser’s obligations and responsibilities contained in this Agreement, Subadviser (will provide reasonable assistance to the “Relevant Persons”Trust in connection with the Trusts’s compliance with the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the SEC thereunder, and Rule 38(a) regarding any felony, securities law-related misdemeanor or any criminal misdemeanor involving theft or fraud, (b) settlement with or final determination by any regulatory authority involving a material violation — 1 of a securities law or regulation on the part of any Relevant Person; (c) formal allegation by any US or non-US governmental or self-regulatory body (including1940 Act. Such assistance shall include, but not be limited to, limited (i) certifying periodically, upon the reasonable request of the Trust, that it is in compliance with all applicable “federal securities laws”, as required by Rule 38a-1(e)(1) under the 1940 Act, and Rule 206(4)-7 under the Advisers Act; (ii) facilitating and cooperating with third-party audits arranged by the Trust to Xxxxx Noticesevaluate the effectiveness of its compliance controls; (iii) providing the Trust’s chief compliance officer with direct access to its compliance personnel; (iv) providing the Trust’s chief compliance officer with periodic reports and (v) promptly providing special reports in the event of compliance problems. Further, Subadviser is aware that: (i) the Chief Executive Officer (Principal Executive Officer) and Treasury/Chief Financial Officer (Principal Financial Officer) of fraudthe Trust (collectively, embezzlement“Certifying Officers”) are required to certify the Trust’s periodic reports on Form N-CSR pursuant to Rule 30a-2 under the Investment Company Act of 1940, money launderingas amended; and (ii) the Certifying Officers must rely upon certain matters of fact generated by Subadviser of which they do not have firsthand knowledge. Consequently, xxxxxxx xxxxxxx, market manipulation or abuse, or breach Subadviser has in place and has observed procedures and controls that are reasonably designed to ensure the adequacy of regulation with reference to, any Relevant Persons or the initiation services provided to the Trust under this Agreement and the accuracy of any such Proceeding (as defined the information prepared by it and which is included in the general instructions Form N-CSR, and shall provide certifications to the Trust to be relied upon by the Certifying Officers in certifying the Trust’s periodic reports on Form ADV) against any Relevant Persons; (d) disciplinary information that Subadviser is obligated to disclose to its clients under Item 11 of Form ADV Part 1A or Item 9 of Form ADV Part 2A; (e) material breach of this Agreement of which the Subadviser is aware; or (f) any other event which couldN-CSR, in the reasonable determination of the Subadviser, have a material adverse effect on the Subadviser’s ability to carry out its obligations form satisfactory to the Fund under this AgreementTrust.

PROVISION OF CERTAIN INFORMATION BY SUBADVISER. A. The Subadviser will promptly notify the Adviser, as permitted by applicable law, Adviser (1) in the event the SEC, CFTC, NFA SEC or other US or non-US governmental or self-regulatory authority has (i) censured the Subadviser or any of its affiliatesSubadviser; (ii) placed limitations upon its (or any affiliate’s) activities, functions or operations which may reasonably be expected to have a material adverse effect on the Subadviser’s ability to perform its obligations under this Agreementoperations; (iii) suspended or revoked its (or any affiliate’s) registration, if any, as an investment adviser; or (iv) has commenced proceedings or a formal an investigation that may reasonably be expected to have a material adverse effect on the Subadviser’s ability to perform its obligations under this Agreement; result in any of these actions or (2) upon having a reasonable basis for believing that the Subadviser Assets, assuming the Subadviser Assets constituted a separate investment company registered under the 1940 Act, have Fund has ceased to qualify or might reasonably be expected to fail to not qualify as a regulated investment company under Subchapter M of the Code, except as otherwise provided for . The Subadviser further agrees to notify the Adviser promptly of any material fact known to the Subadviser respecting or relating to the Subadviser that is not contained in the Guidelines; Prospectus, and is required to be stated therein or (3) there occurs necessary to make the statements therein not misleading, or of any (a) conviction, settlement or plea of guilty or no contest statement contained therein that becomes untrue in any material respect. As reasonably requested by the Subadviser or any of its affiliates, or any principal or officer Trust on behalf of the Trust's officers and in accordance with the scope of Subadviser's obligations and responsibilities contained in this Agreement, Subadviser (will provide reasonable assistance to the “Relevant Persons”) regarding any felonyTrust in connection with the Trusts's compliance with the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the SEC thereunder, securities law-related misdemeanor or any criminal misdemeanor involving theft or fraud, (b) settlement with or final determination by any regulatory authority involving a material violation and Rule 38(a)-1 of a securities law or regulation on the part of any Relevant Person; (c) formal allegation by any US or non-US governmental or self-regulatory body (including1940 Act. Such assistance shall include, but not be limited to, limited (i) certifying periodically, upon the reasonable request of the Trust, that it is in compliance with all applicable "federal securities laws", as required by Rule 38a-1(e)(1) under the 1940 Act, and Rule 206(4)-7 under the Advisers Act; (ii) facilitating and cooperating with third-party audits arranged by the Trust to Xxxxx Noticesevaluate the effectiveness of its compliance controls; (iii) providing the Trust's chief compliance officer with direct access to its compliance personnel; (iv) providing the Trust's chief compliance officer with periodic reports upon request and (v) promptly providing special reports in the event of compliance problems. Further, Subadviser is aware that: (i) the Chief Executive Officer (Principal Executive Officer) and Treasury/Chief Financial Officer (Principal Financial Officer) of fraudthe Trust (collectively, embezzlement"Certifying Officers") are required to certify the Trust's periodic reports on Form N-CSR pursuant to Rule 30a-2 under the Investment Company Act of 1940, money launderingas amended; and (ii) the Certifying Officers must rely upon certain matters of fact generated by Subadviser of which they do not have firsthand knowledge. Consequently, xxxxxxx xxxxxxx, market manipulation or abuse, or breach Subadviser has in place and has observed procedures and controls that are reasonably designed to ensure the adequacy of regulation with reference to, any Relevant Persons or the initiation services provided to the Trust under this Agreement and the accuracy of any such Proceeding (as defined the information prepared by it and which is included in the general instructions Form N-CSR, and shall provide certifications to the Trust to be relied upon by the Certifying Officers in certifying the Trust's periodic reports on Form ADV) against any Relevant Persons; (d) disciplinary information that Subadviser is obligated to disclose to its clients under Item 11 of Form ADV Part 1A or Item 9 of Form ADV Part 2A; (e) material breach of this Agreement of which the Subadviser is aware; or (f) any other event which couldN-CSR, in the reasonable determination of the Subadviser, have a material adverse effect on the Subadviser’s ability to carry out its obligations form satisfactory to the Fund under this AgreementTrust.

PROVISION OF CERTAIN INFORMATION BY SUBADVISER. A. The Subadviser will promptly notify the Adviser, as permitted by applicable law, (1) in the event the SEC, CFTC, NFA or other US or non-US governmental or self-regulatory authority has (i) censured the Subadviser or any of its affiliatesSubadviser; (ii) placed limitations upon its (or any affiliate’s) activities, functions or operations which may reasonably be expected to have a material adverse effect on the Subadviser’s ability to perform its obligations under this Agreement; (iii) suspended or revoked its (or any affiliate’s) registration, if any, as an investment adviser; or (iv) has commenced proceedings or a formal investigation that may reasonably be expected to have a material adverse effect on the Subadviser’s ability to perform its obligations under this Agreement; (2) upon having a reasonable basis for believing that the Subadviser Assets, assuming the Subadviser Assets constituted a separate investment company registered under the 1940 Act, have ceased to qualify or might reasonably be expected to fail to qualify as a regulated investment company under Subchapter M of the Code, except as otherwise provided for in the Guidelines; or (3) there occurs any (a) conviction, settlement or plea of guilty or no contest by the Subadviser or any of its affiliatesSubadviser, or any principal or officer of the Subadviser (the “Relevant Persons”) regarding any felony, securities law-related misdemeanor or any criminal misdemeanor involving theft or fraud, (b) settlement with or final determination by any regulatory authority involving a material violation of a securities law or regulation on the part of any Relevant Person; (c) formal allegation by any US or non-US governmental or self-regulatory body (including, but not to, limited to Xxxxx Notices) of fraud, embezzlement, money laundering, xxxxxxx xxxxxxx, market manipulation or abuse, or breach of regulation with reference to, any Relevant Persons or the initiation of any such Proceeding (as defined in the general instructions to Form ADV) against any Relevant Persons; (d) disciplinary information that Subadviser is obligated to disclose to its clients under Item 11 of Form ADV Part 1A or Item 9 of Form ADV Part 2A; (e) material breach of this Agreement of which the Subadviser is aware; or (f) any other event which could, in the reasonable determination of the Subadviser, have a material adverse effect on the Subadviser’s ability to carry out its obligations to the Fund under this Agreement. If one of the events described in (1) or (3) of this Paragraph A occurs and, instead of the Subadviser, involves one or more of the Subadviser’s affiliates, the Subadviser will notify the Adviser of such an event, as permitted by applicable law, if the event may reasonably be expected to have an adverse effect on the Subadviser’s ability to perform its obligations to the Fund under this Agreement.

PROVISION OF CERTAIN INFORMATION BY SUBADVISER. A. The Subadviser will promptly notify the Adviser, as permitted by applicable law, Adviser (1) in the event the SEC, CFTC, NFA SEC or other US or non-US governmental or self-regulatory authority has (i) censured the Subadviser or any of its affiliatesSubadviser; (ii) placed limitations upon its (or any affiliate’s) activities, functions or operations which may reasonably be expected to have a material adverse effect on the Subadviser’s ability to perform its obligations under this Agreementoperations; (iii) suspended or revoked its (or any affiliate’s) registration, if any, as an investment adviser; or (iv) has commenced proceedings or a formal an investigation that may reasonably be expected to have a material adverse effect on the Subadviser’s ability to perform its obligations under this Agreement; result in any of these actions or (2) upon having a reasonable basis for believing that the Subadviser Assets, assuming the Subadviser Assets constituted a separate investment company registered under the 1940 Act, have Fund has ceased to qualify or might reasonably be expected to fail to not qualify as a regulated investment company under Subchapter M of the Code, except as otherwise provided for . The Subadviser further agrees to notify the Adviser promptly of any material fact known to the Subadviser respecting or relating to the Subadviser that is not contained in the Guidelines; Prospectus, and is required to be stated therein or (3) there occurs necessary to make the statements therein not misleading, or of any (a) conviction, settlement or plea of guilty or no contest statement contained therein that becomes untrue in any material respect. As reasonably requested by the Subadviser or any of its affiliates, or any principal or officer Trust on behalf of the Trust’s officers and in accordance with the scope of Subadviser’s obligations and responsibilities contained in this Agreement, Subadviser (will provide reasonable assistance to the “Relevant Persons”Trust in connection with the Trusts’s compliance with the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the SEC thereunder, and Rule 38(a) regarding any felony, securities law-related misdemeanor or any criminal misdemeanor involving theft or fraud, (b) settlement with or final determination by any regulatory authority involving a material violation – 1 of a securities law or regulation on the part of any Relevant Person; (c) formal allegation by any US or non-US governmental or self-regulatory body (including1940 Act. Such assistance shall include, but not be limited to, limited (i) certifying periodically, upon the reasonable request of the Trust, that it is in compliance with all applicable “federal securities laws”, as required by Rule 38a-1(e)(1) under the 1940 Act, and Rule 206(4)-7 under the Advisers Act; (ii) facilitating and cooperating with third-party audits arranged by the Trust to Xxxxx Noticesevaluate the effectiveness of its compliance controls; (iii) providing the Trust’s chief compliance officer with direct access to its compliance personnel; (iv) providing the Trust’s chief compliance officer with periodic reports and (v) promptly providing special reports in the event of compliance problems. Further, Subadviser is aware that: (i) the Chief Executive Officer (Principal Executive Officer) and Treasury/Chief Financial Officer (Principal Financial Officer) of fraudthe Trust (collectively, embezzlement“Certifying Officers”) are required to certify the Trust’s periodic reports on Form N-CSR pursuant to Rule 30a-2 under the Investment Company Act of 1940, money launderingas amended; and (ii) the Certifying Officers must rely upon certain matters of fact generated by Subadviser of which they do not have firsthand knowledge. Consequently, xxxxxxx xxxxxxx, market manipulation or abuse, or breach subadviser has in place and has observed procedures and controls that are reasonably designed to ensure the adequacy of regulation with reference to, any Relevant Persons or the initiation services provided to the Trust under this Agreement and the accuracy of any such Proceeding (as defined the information prepared by it and which is included in the general instructions Form N-CSR, and shall provide certifications to the Trust to be relied upon by the Certifying Officers in certifying the Trust’s periodic reports on Form ADV) against any Relevant Persons; (d) disciplinary information that Subadviser is obligated to disclose to its clients under Item 11 of Form ADV Part 1A or Item 9 of Form ADV Part 2A; (e) material breach of this Agreement of which the Subadviser is aware; or (f) any other event which couldN-CSR, in the reasonable determination of the Subadviser, have a material adverse effect on the Subadviser’s ability to carry out its obligations form satisfactory to the Fund under this AgreementTrust.

PROVISION OF CERTAIN INFORMATION BY SUBADVISER. A. The Subadviser will promptly notify the Adviser, as permitted by applicable law, Adviser (1i) in the event the SEC, CFTC, NFA SEC or other US or non-US governmental or self-regulatory authority has (i) censured the Subadviser or any of its affiliates; (ii) Subadviser, placed limitations upon its (or any affiliate’s) activities, functions or operations which may reasonably be expected to have a material adverse effect on the Subadviser’s ability to perform its obligations under this Agreement; (iii) operations, suspended or revoked its (or any affiliate’s) registration, if any, as an investment adviser; , or (iv) has commenced proceedings or a formal an investigation that may reasonably be expected to have a material adverse effect on the Subadviser’s ability to perform its obligations under this Agreement; result in any of these actions, or (2ii) upon having a reasonable basis for believing that the Subadviser Assets, assuming the Subadviser Assets constituted a separate investment company registered under the 1940 Act, have Fund has ceased to qualify or might reasonably be expected to fail to not qualify as a regulated investment company under Subchapter M of the Code, except as otherwise provided for . The Subadviser further agrees to notify the Adviser promptly of any material fact known to the Subadviser respecting or relating to the Subadviser respecting or relating to the Subadviser that is not contained in the Guidelines; Offering Document, and is required to be stated therein or (3) there occurs necessary to make the statements therein not misleading, or of any (a) conviction, settlement or plea of guilty or no contest statement contained therein that becomes untrue in any material respect. As reasonably requested by the Subadviser or any of its affiliates, or any principal or officer Trust on behalf of the Trust’s officers and in accordance with the scope of Subadviser’s obligations and responsibilities contained in this Agreement, Subadviser (will provide reasonable assistance to the “Relevant Persons”Trust in connection with the Trusts’s compliance with the Sxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the SEC thereunder, and Rule 38(a) regarding any felony, securities law-related misdemeanor or any criminal misdemeanor involving theft or fraud, (b) settlement with or final determination by any regulatory authority involving a material violation – 1 of a securities law or regulation on the part of any Relevant Person; (c) formal allegation by any US or non-US governmental or self-regulatory body (including1940 Act. Such assistance shall include, but not be limited to: (i) certifying periodically, limited upon the reasonable request of the Trust, that it is in compliance with all applicable “federal securities laws”, as required by Rule 38a-1(e)(1) under the 1940 Act, and Rule 206(4)-7 under the Advisers Act; (ii) facilitating and cooperating with third-party audits arranged by the Trust to Xxxxx Noticesevaluate the effectiveness of its compliance controls; (iii) providing the Trust’s chief compliance officer with direct access to its compliance personnel; (iv) providing the Trust’s chief compliance officer with periodic reports; and (v) promptly providing special reports in the event of compliance problems. Further, Subadviser is aware that: (i) the Chief Executive Officer (Principal Executive Officer) and Treasury/Chief Financial Officer (Principal Financial Officer) of fraudthe Trust (collectively, embezzlement“Certifying Officers”) are required to certify the Trust’s periodic reports on Form N-CSR pursuant to Rule 30a-2 under the Investment Company Act of 1940, money launderingas amended; and (ii) the Certifying Officers must rely upon certain matters of fact generated by Subadviser of which they do not have firsthand knowledge. Consequently, xxxxxxx xxxxxxx, market manipulation or abuse, or breach Subadviser has in place and has observed procedures and controls that are reasonably designed to ensure the adequacy of regulation with reference to, any Relevant Persons or the initiation services provided to the Trust under this Agreement and the accuracy of any such Proceeding (as defined the information prepared by it and which is included in the general instructions Form N-CSR, and shall provide certifications to the Trust to be relied upon by the Certifying Officers in certifying the Trust’s periodic reports on Form ADV) against any Relevant Persons; (d) disciplinary information that Subadviser is obligated to disclose to its clients under Item 11 of Form ADV Part 1A or Item 9 of Form ADV Part 2A; (e) material breach of this Agreement of which the Subadviser is aware; or (f) any other event which couldN-CSR, in the reasonable determination of the Subadviser, have a material adverse effect on the Subadviser’s ability to carry out its obligations form satisfactory to the Fund under this AgreementTrust.

PROVISION OF CERTAIN INFORMATION BY SUBADVISER. A. The Subadviser will promptly notify the Adviser, as permitted by applicable law, (1) (i) in the event the SEC, CFTC, NFA or other US or non-US governmental or self-regulatory authority has (i) censured the Subadviser or any of its affiliates; (ii) placed limitations upon its (or any affiliate’s) activities, functions or operations which may reasonably be expected to have a material adverse effect on the Subadviser’s ability to perform its obligations under this Agreement; (iii) suspended or revoked its (or any affiliate’s) registration, if any, as an investment adviser; or (iv) has commenced proceedings or a formal investigation that may reasonably be expected to have a material adverse effect on the Subadviser’s ability to perform its obligations under this Agreement; (2) upon having a reasonable basis for believing that the Subadviser Assets, assuming the Subadviser Assets constituted a separate investment company registered under the 1940 Act, have ceased to qualify or might reasonably be expected to fail to qualify as a regulated investment company under Subchapter M of the Code, except as otherwise provided for in the Guidelines; or (3) there occurs any (a) conviction, settlement or plea of guilty or no contest by the Subadviser or any of its affiliates, or any principal or officer of the Subadviser (the “Relevant Persons”) regarding any felony, securities law-related misdemeanor or any criminal misdemeanor involving theft or fraud, (b) settlement with or final determination by any regulatory authority involving a material violation of a securities law or regulation on the part of any Relevant Person; (c) formal allegation by any US or non-US governmental or self-regulatory body (including, but not to, limited to Xxxxx Notices) of fraud, embezzlement, money laundering, xxxxxxx xxxxxxx, market manipulation or abuse, or breach of regulation with reference to, any Relevant Persons or the initiation of any such Proceeding (as defined in the general instructions to Form ADV) against any Relevant Persons; (d) disciplinary information that Subadviser is obligated to disclose to its clients under Item 11 of Form ADV Part 1A or Item 9 of Form ADV Part 2A; (e) material breach of this Agreement of which the Subadviser is aware; or (f) any other event which could, in the reasonable determination of the Subadviser, have a material adverse effect on the Subadviser’s ability to carry out its obligations to the Fund under this Agreement.

PROVISION OF CERTAIN INFORMATION BY SUBADVISER. A. The Subadviser will promptly notify the Adviser, as permitted by applicable law, Adviser (1) in the event the SEC, CFTC, NFA SEC or other US or non-US governmental or self-regulatory authority has (i) censured the Subadviser or any of its affiliatesSubadviser; (ii) placed limitations upon its (or any affiliate’s) activities, functions or operations which may reasonably be expected to have a material adverse effect on the Subadviser’s ability to perform its obligations under this Agreementoperations; (iii) suspended or revoked its (or any affiliate’s) registration, if any, as an investment adviser; or (iv) has commenced proceedings or a formal an investigation that may reasonably be expected to have a material adverse effect on the Subadviser’s ability to perform its obligations under this Agreement; result in any of these actions or (2) upon having a reasonable basis for believing that the Subadviser Assets, assuming the Subadviser Assets constituted a separate investment company registered under the 1940 Act, have any Fund has ceased to qualify or might reasonably be expected to fail to not qualify as a regulated investment company under Subchapter M of the Code, except as otherwise provided for . The Subadviser further agrees to notify the Adviser promptly of any material fact known to the Subadviser respecting or relating to the Subadviser that is not contained in the GuidelinesProspectus, and is required to be stated therein or necessary to make the statements therein not misleading, or of any statement contained therein that becomes untrue in any material respect. As reasonably requested by the Trust on behalf of the Trust’s officers and in accordance with the scope of the Subadviser’s obligations and responsibilities contained in this Agreement, the Subadviser will provide reasonable assistance to the Trust in connection with the Trust’s compliance with the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the SEC thereunder, and Rule 38(a)-1 of the 1940 Act. Such assistance shall include, but not be limited to, (i) certifying periodically, upon the reasonable request of the Trust, that it is in compliance with all applicable “federal securities laws”, as required by Rule 38a-1(e)(1) under the 1940 Act, and Rule 206(4)-7 under the Advisers Act; or (3ii) there occurs any facilitating and cooperating with third-party audits arranged by the Trust to evaluate the effectiveness of its compliance controls; (aiii) convictionproviding the Trust’s chief compliance officer with direct access to its compliance personnel; (iv) providing the Trust’s chief compliance officer with periodic reports upon request and (v) promptly providing special reports in the event of compliance problems. Further, settlement or plea Subadviser is aware that: (i) the Chief Executive Officer (Principal Executive Officer) and Treasury/Chief Financial Officer (Principal Financial Officer) of guilty or no contest the Trust (collectively, “Certifying Officers”) are required to certify the Trust’s periodic reports on Form N-CSR pursuant to Rule 30a-2 under the 1940 Act; and (ii) the Certifying Officers must rely upon certain matters of fact generated by the Subadviser or any of its affiliateswhich they do not have firsthand knowledge. Consequently, or any principal or officer the Subadviser has in place and has observed procedures and controls that are reasonably designed to ensure the adequacy of the Subadviser (services provided to the “Relevant Persons”) regarding any felony, securities law-related misdemeanor or any criminal misdemeanor involving theft or fraud, (b) settlement with or final determination Trust under this Agreement and the accuracy of the information prepared by any regulatory authority involving a material violation of a securities law or regulation on the part of any Relevant Person; (c) formal allegation by any US or non-US governmental or self-regulatory body (including, but not to, limited to Xxxxx Notices) of fraud, embezzlement, money laundering, xxxxxxx xxxxxxx, market manipulation or abuse, or breach of regulation with reference to, any Relevant Persons or the initiation of any such Proceeding (as defined it and which is included in the general instructions Form N-CSR, and shall provide certifications to the Trust to be relied upon by the Certifying Officers in certifying the Trust’s periodic reports on Form ADV) against any Relevant Persons; (d) disciplinary information that Subadviser is obligated to disclose to its clients under Item 11 of Form ADV Part 1A or Item 9 of Form ADV Part 2A; (e) material breach of this Agreement of which the Subadviser is aware; or (f) any other event which couldN-CSR, in the reasonable determination of the Subadviser, have a material adverse effect on the Subadviser’s ability to carry out its obligations form satisfactory to the Fund under this AgreementTrust.

PROVISION OF CERTAIN INFORMATION BY SUBADVISER. A. The Subadviser will promptly notify the Adviser, as permitted by applicable law, (1) in the event the SEC, CFTC, NFA or other US or non-US governmental or self-regulatory authority has (i) censured the Subadviser or any of its affiliates; (ii) placed limitations upon its (or any affiliate’s) activities, functions or operations which may reasonably be expected to have a material adverse effect on the Subadviser’s ability to perform its obligations under this Agreement; (iii) suspended or revoked its (or any affiliate’s) registration, if any, as an investment adviser; or (iv) has commenced proceedings or a formal investigation that may reasonably be expected to have a material adverse effect on the Subadviser’s ability to perform its obligations under this Agreement; (2) upon having a reasonable basis for believing that the Subadviser Assets, assuming the Subadviser Assets (together with the “Subadviser Assets,” with respect to the Fund, under the Fund Sub-Advisory Agreement) constituted a separate investment company registered under the 1940 Act, have ceased to qualify or might reasonably be expected to fail to qualify as a regulated investment company under Subchapter M of the Code, except as otherwise provided for in the Guidelines; or (3) there occurs any (a) conviction, settlement or plea of guilty or no contest by the Subadviser or any of its affiliates, or any principal or officer of or portfolio manager who manages the Subadviser Assets (the “Relevant Persons”) regarding any felony, securities law-related misdemeanor or any criminal misdemeanor involving theft or fraud, (b) settlement with or final determination by any regulatory authority involving a material violation of a securities law or regulation on the part of any Relevant Person; (c) formal allegation by any US or non-US governmental or self-regulatory body (including, but not to, limited to Xxxxx Notices) of fraud, embezzlement, money laundering, xxxxxxx xxxxxxx, market manipulation or abuse, or breach of regulation with reference to, any Relevant Persons or the initiation of any such Proceeding (as defined in the general instructions to Form ADV) against any Relevant Persons; (d) disciplinary information that Subadviser is obligated to disclose to its clients under Item 11 of Form ADV Part 1A or Item 9 of Form ADV Part 2A; (e) material breach of this Agreement of which the Subadviser is aware; or (f) any other event which could, in the reasonable determination of the Subadviser, have a material adverse effect on the Subadviser’s ability to carry out its obligations to the Fund Company under this Agreement.

PROVISION OF CERTAIN INFORMATION BY SUBADVISER. A. The Subadviser will promptly notify the Adviser, as permitted by applicable law, Adviser (1i) in the event the SEC, CFTC, NFA SEC or other US or non-US governmental or self-regulatory authority has (i) censured the Subadviser or any of its affiliates; (ii) Subadviser, placed limitations upon its (or any affiliate’s) activities, functions or operations which may reasonably be expected to have a material adverse effect on the Subadviser’s ability to perform its obligations under this Agreement; (iii) operations, suspended or revoked its (or any affiliate’s) registration, if any, as an investment adviser; , or (iv) has commenced proceedings or a formal an investigation that may reasonably be expected to have a material adverse effect on the Subadviser’s ability to perform its obligations under this Agreement; result in any of these actions, or (2ii) upon having a reasonable basis for believing that the Subadviser Assets, assuming the Subadviser Assets constituted a separate investment company registered under the 1940 Act, have Fund has ceased to qualify or might reasonably be expected to fail to not qualify as a regulated investment company under Subchapter M of the Code, except as otherwise provided for . The Subadviser further agrees to notify the Adviser promptly of any material fact known to the Subadviser respecting or relating to the Subadviser respecting or relating to the Subadviser that is not contained in the Guidelines; Prospectus, and is required to be stated therein or (3) there occurs necessary to make the statements therein not misleading, or of any (a) conviction, settlement or plea of guilty or no contest statement contained therein that becomes untrue in any material respect. As reasonably requested by the Subadviser or any of its affiliates, or any principal or officer Trust on behalf of the Trust’s officers and in accordance with the scope of Subadviser’s obligations and responsibilities contained in this Agreement, Subadviser (will provide reasonable assistance to the “Relevant Persons”Trust in connection with the Trusts’s compliance with the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the SEC thereunder, and Rule 38(a) regarding any felony, securities law-related misdemeanor or any criminal misdemeanor involving theft or fraud, (b) settlement with or final determination by any regulatory authority involving a material violation – 1 of a securities law or regulation on the part of any Relevant Person; (c) formal allegation by any US or non-US governmental or self-regulatory body (including1940 Act. Such assistance shall include, but not be limited to: (i) certifying periodically, limited upon the reasonable request of the Trust, that it is in compliance with all applicable “federal securities laws”, as required by Rule 38a-1(e)(1) under the 1940 Act, and Rule 206(4)-7 under the Advisers Act; (ii) facilitating and cooperating with third-party audits arranged by the Trust to Xxxxx Noticesevaluate the effectiveness of its compliance controls; (iii) providing the Trust’s chief compliance officer with direct access to its compliance personnel; (iv) providing the Trust’s chief compliance officer with periodic reports; and (v) promptly providing special reports in the event of compliance problems. Further, Subadviser is aware that: (i) the Chief Executive Officer (Principal Executive Officer) and Treasury/Chief Financial Officer (Principal Financial Officer) of fraudthe Trust (collectively, embezzlement“Certifying Officers”) are required to certify the Trust’s periodic reports on Form N-CSR pursuant to Rule 30a-2 under the Investment Company Act of 1940, money launderingas amended; and (ii) the Certifying Officers must rely upon certain matters of fact generated by Subadviser of which they do not have firsthand knowledge. Consequently, xxxxxxx xxxxxxx, market manipulation or abuse, or breach Subadviser has in place and has observed procedures and controls that are reasonably designed to ensure the adequacy of regulation with reference to, any Relevant Persons or the initiation services provided to the Trust under this Agreement and the accuracy of any such Proceeding (as defined the information prepared by it and which is included in the general instructions Form N-CSR, and shall provide certifications to the Trust to be relied upon by the Certifying Officers in certifying the Trust’s periodic reports on Form ADV) against any Relevant Persons; (d) disciplinary information that Subadviser is obligated to disclose to its clients under Item 11 of Form ADV Part 1A or Item 9 of Form ADV Part 2A; (e) material breach of this Agreement of which the Subadviser is aware; or (f) any other event which couldN-CSR, in the reasonable determination of the Subadviser, have a material adverse effect on the Subadviser’s ability to carry out its obligations form satisfactory to the Fund under this AgreementTrust.

PROVISION OF CERTAIN INFORMATION BY SUBADVISER. A. The Subadviser will promptly notify the Adviser, as permitted by applicable law, (1) in the event the SEC, CFTC, NFA or other US or non-US governmental or self-regulatory authority has (i) censured the Subadviser or any of its affiliates; (ii) placed limitations upon its (or any affiliate’s) activities, functions or operations which may reasonably be expected to have a material adverse effect on the Subadviser’s ability to perform its obligations under this Agreement; (iii) suspended or revoked its (or any affiliate’s) registration, if any, as an investment adviser; or (iv) has commenced proceedings or a formal investigation that may reasonably be expected to have a material adverse effect on the Subadviser’s ability to perform its obligations under this Agreement; (2) upon having a reasonable basis for believing that the Subadviser Assets, assuming the Subadviser Assets constituted a separate investment company registered under the 1940 Act, have ceased to qualify or might reasonably be expected to fail to qualify as a regulated investment company under Subchapter M of the Code, except as otherwise provided for in the Guidelines; or (3) there occurs any (a) conviction, settlement or plea of guilty or no contest by the Subadviser or any of its affiliates, or any principal or officer of or portfolio manager who manages the Subadviser Assets (the “Relevant Persons”) regarding any felony, securities law-related misdemeanor or any criminal misdemeanor involving theft or fraud, (b) settlement with or final determination by any regulatory authority involving a material violation of a securities law or regulation on the part of any Relevant Person; (c) formal allegation by any US or non-US governmental or self-regulatory body (including, but not to, limited to Xxxxx Notices) of fraud, embezzlement, money laundering, xxxxxxx xxxxxxx, market manipulation or abuse, or breach of regulation with reference to, any Relevant Persons or the initiation of any such Proceeding (as defined in the general instructions to Form ADV) against any Relevant Persons; (d) disciplinary information that Subadviser is obligated to disclose to its clients under Item 11 of Form ADV Part 1A or Item 9 of Form ADV Part 2A; (e) material breach of this Agreement of which the Subadviser is aware; or (f) any other event which could, in the reasonable determination of the Subadviser, have a material adverse effect on the Subadviser’s ability to carry out its obligations to the Fund under this Agreement.

PROVISION OF CERTAIN INFORMATION BY SUBADVISER. A. The Subadviser will promptly notify the Adviser, as permitted by applicable law, (1) in the event the SEC, CFTC, NFA or other US or non-US governmental or self-regulatory authority has (i) censured the Subadviser or any of its affiliates; (ii) placed limitations upon its (or any affiliate’s) activities, functions or operations which may reasonably be expected to have a material adverse effect on the Subadviser’s ability to perform its obligations under this Agreement; (iii) suspended or revoked its (or any affiliate’s) registration, if any, as an investment adviser; or (iv) has commenced proceedings or a formal investigation that may reasonably be expected to have a material adverse effect on the Subadviser’s ’ s ability to perform its obligations under this Agreement; (2) upon having a reasonable basis for believing that the Subadviser Assets, assuming the Subadviser Assets constituted a separate investment company registered under the 1940 Act, have ceased to qualify or might reasonably be expected to fail to qualify as a regulated investment company under Subchapter M of the Code, except as otherwise provided for in the Guidelines; or (3) there occurs any (a) conviction, settlement or plea of guilty or no contest by the Subadviser or any of its affiliates, or any principal or officer of the Subadviser (the “Relevant Persons”) regarding any felony, securities law-related misdemeanor or any criminal misdemeanor involving theft or fraud, (b) settlement with or final determination by any regulatory authority involving a material violation of a securities law or regulation on the part of any Relevant Person; (c) formal allegation by any US or non-US governmental or self-regulatory body (including, but not to, limited to Xxxxx Notices) of fraud, embezzlement, money laundering, xxxxxxx xxxxxxx, market manipulation or abuse, or breach of regulation with reference to, any Relevant Persons or the initiation of any such Proceeding (as defined in the general instructions to Form ADV) against any Relevant Persons; (d) disciplinary information that Subadviser is obligated to disclose to its clients under Item 11 of Form ADV Part 1A or Item 9 of Form ADV Part 2A; (e) material breach of this Agreement of which the Subadviser is aware; or (f) any other event which could, in the reasonable determination of the Subadviser, have a material adverse effect on the Subadviser’s ability to carry out its obligations to the Fund under this Agreement.

PROVISION OF CERTAIN INFORMATION BY SUBADVISER. A. The Subadviser will promptly notify the Adviser, as permitted by applicable law, (1) in the event the SEC, CFTC, NFA or other US or non-US governmental or self-regulatory authority has (i) censured the Subadviser or any of its affiliates; (ii) placed limitations upon its (or any affiliate’s) activities, functions or operations which may reasonably be expected to have a material adverse effect on the Subadviser’s ability to perform its obligations under this Agreement; (iii) suspended or revoked its (or any affiliate’s) registration, if any, as an investment adviser; or (iv) has commenced proceedings or a formal investigation that may reasonably be expected to have a material adverse effect on the Subadviser’s ability to perform its obligations under this Agreement;; (2) upon having a reasonable basis for believing that the Subadviser Assets, assuming the Subadviser Assets constituted a separate investment company registered under the 1940 Act, have ceased to qualify or might reasonably be expected to fail to qualify as a regulated investment company under Subchapter M Section 851(b)(2) or 851(b)(3) of the Code, except as otherwise provided for in the Guidelines; or (3) there occurs any (a) conviction, settlement or plea of guilty or no contest by the Subadviser or any of its affiliates, or any principal or officer of the Subadviser (the “Relevant Persons”) regarding any felony, securities law-related misdemeanor or any criminal misdemeanor involving theft or fraud, (b) settlement with or final determination by any regulatory authority involving a material violation of a securities law or regulation on the part of any Relevant Person; (c) formal allegation by any US or non-non- US governmental or self-regulatory body (including, but not to, limited to Xxxxx Notices) of fraud, embezzlement, money laundering, xxxxxxx xxxxxxx, market manipulation or abuse, or breach of regulation with reference to, any Relevant Persons or the initiation of any such Proceeding (as defined in the general instructions to Form ADV) against any Relevant Persons; (d) disciplinary information that Subadviser is obligated to disclose to its clients under Item 11 of Form ADV Part 1A or Item 9 of Form ADV Part 2A2A (in each case of this 3(a) through 3(d), with respect to the Subadviser’s management of the Subadviser Assets or that would have a material adverse effect on the Subadviser’s ability to carry out its obligations to the Funds under this Agreement); (e) material breach of this Agreement of which the Subadviser is aware; or (f) any other event which could, in the reasonable determination of the Subadviser, have a material adverse effect on the Subadviser’s ability to carry out its obligations to the Fund under this Agreement.

PROVISION OF CERTAIN INFORMATION BY SUBADVISER. A. The Subadviser will promptly notify the Adviser, as permitted by applicable law, Adviser (1) in the event the SEC, CFTC, NFA SEC or other US or non-US governmental or self-regulatory authority has (i) censured the Subadviser or any of its affiliatesSubadviser; (ii) placed limitations upon its (or any affiliate’s) activities, functions or operations which may reasonably be expected to have a material adverse effect on the Subadviser’s ability to perform its obligations under this Agreementoperations; (iii) suspended or revoked its (or any affiliate’s) registration, if any, as an investment adviser; or (iv) has commenced proceedings or a formal an investigation that may reasonably be expected to have a material adverse effect on the Subadviser’s ability to perform its obligations under this Agreement; result in any of these actions or (2) upon having a reasonable basis for believing that the Subadviser Assets, assuming the Subadviser Assets constituted a separate investment company registered under the 1940 Act, have any Fund has ceased to qualify or might reasonably be expected to fail to not qualify as a regulated investment company under Subchapter M of the Code, except as otherwise provided for . The Subadviser further agrees to notify the Adviser promptly of any material fact known to the Subadviser respecting or relating to the Subadviser that is not contained in the GuidelinesProspectus, and is required to be stated therein or necessary to make the statements therein not misleading, or of any statement contained therein that becomes untrue in any material respect. As reasonably requested by the Trust on behalf of the Trust's officers and in accordance with the scope of the Subadviser's obligations and responsibilities contained in this Agreement, the Subadviser will provide reasonable assistance to the Trust in connection with the Trust's compliance with the Sxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the SEC thereunder, and Rule 38(a)-1 of the 1940 Act. Such assistance shall include, but not be limited to, (i) certifying periodically, upon the reasonable request of the Trust, that it is in compliance with all applicable "federal securities laws", as required by Rule 38a-1(e)(1) under the 1940 Act, and Rule 206(4)-7 under the Advisers Act; or (3ii) there occurs any facilitating and cooperating with third-party audits arranged by the Trust to evaluate the effectiveness of its compliance controls; (aiii) convictionproviding the Trust's chief compliance officer with direct access to its compliance personnel; (iv) providing the Trust's chief compliance officer with periodic reports upon request and (v) promptly providing special reports in the event of compliance problems. Further, settlement or plea Subadviser is aware that: (i) the Chief Executive Officer (Principal Executive Officer) and Treasury/Chief Financial Officer (Principal Financial Officer) of guilty or no contest the Trust (collectively, "Certifying Officers") are required to certify the Trust's periodic reports on Form N-CSR pursuant to Rule 30a-2 under the 1940 Act; and (ii) the Certifying Officers must rely upon certain matters of fact generated by the Subadviser or any of its affiliateswhich they do not have firsthand knowledge. Consequently, or any principal or officer the Subadviser has in place and has observed procedures and controls that are reasonably designed to ensure the adequacy of the Subadviser (services provided to the “Relevant Persons”) regarding any felony, securities law-related misdemeanor or any criminal misdemeanor involving theft or fraud, (b) settlement with or final determination Trust under this Agreement and the accuracy of the information prepared by any regulatory authority involving a material violation of a securities law or regulation on the part of any Relevant Person; (c) formal allegation by any US or non-US governmental or self-regulatory body (including, but not to, limited to Xxxxx Notices) of fraud, embezzlement, money laundering, xxxxxxx xxxxxxx, market manipulation or abuse, or breach of regulation with reference to, any Relevant Persons or the initiation of any such Proceeding (as defined it and which is included in the general instructions Form N-CSR, and shall provide certifications to the Trust to be relied upon by the Certifying Officers in certifying the Trust's periodic reports on Form ADV) against any Relevant Persons; (d) disciplinary information that Subadviser is obligated to disclose to its clients under Item 11 of Form ADV Part 1A or Item 9 of Form ADV Part 2A; (e) material breach of this Agreement of which the Subadviser is aware; or (f) any other event which couldN-CSR, in the reasonable determination of the Subadviser, have a material adverse effect on the Subadviser’s ability to carry out its obligations form satisfactory to the Fund under this AgreementTrust.

PROVISION OF CERTAIN INFORMATION BY SUBADVISER. A. The Subadviser will promptly notify the Adviser, as permitted by applicable law, Adviser (1) in the event the SEC, CFTC, NFA SEC or other US or non-US governmental or self-regulatory authority has (i) censured the Subadviser or any of its affiliatesSubadviser; (ii) placed limitations upon its (or any affiliate’s) activities, functions or operations which may reasonably be expected to have a material adverse effect on the Subadviser’s ability to perform its obligations under this Agreementoperations; (iii) suspended or revoked its (or any affiliate’s) registrationregistrations, if any, as an investment adviseradvisers; or (iv) has commenced proceedings or a formal an investigation that may reasonably be expected to have a material adverse effect on the Subadviser’s ability to perform its obligations under this Agreement; result in any of these actions or (2) upon having a reasonable basis for believing that the Subadviser Assets, assuming the Subadviser Assets constituted a separate investment company registered under the 1940 Act, have any Fund has ceased to qualify or might reasonably be expected to fail to not qualify as a regulated investment company under Subchapter M of the Code, except as otherwise provided for . The Subadviser further agrees to notify the Adviser promptly of any material fact known to the Subadviser respecting or relating to the Subadviser that is not contained in the GuidelinesProspectus, and is required to be stated therein or necessary to make the statements therein not misleading, or of any statement contained therein that becomes untrue in any material respect. As reasonably requested by the Trust on behalf of the Trust’s officers and in accordance with the scope of the Subadviser’s obligations and responsibilities contained in this Agreement, the Subadviser will provide reasonable assistance to the Trust in connection with the Trust’s compliance with the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the SEC thereunder, and Rule 38(a)-1 of the 1940 Act. Such assistance shall include, but not be limited to, (i) certifying periodically, upon the reasonable request of the Trust, that it is in compliance with all applicable “federal securities laws”, as required by Rule 38a-1(e)(1) under the 1940 Act, and Rule 206(4)-7 under the Advisers Act; or (3ii) there occurs any facilitating and cooperating with third-party audits arranged by the Trust to evaluate the effectiveness of its compliance controls; (aiii) convictionproviding the Trust’s chief compliance officer with direct access to its compliance personnel; (iv) providing the Trust’s chief compliance officer with periodic reports upon request and (v) promptly providing special reports in the event of compliance problems. Further, settlement or plea the Subadviser is aware that: (i) the Chief Executive Officer (Principal Executive Officer) and Treasurer/Chief Financial Officer (Principal Financial Officer) of guilty or no contest the Trust (collectively, “Certifying Officers”) are required to certify the Trust’s periodic reports on Form N-CSR pursuant to Rule 30a-2 under the 1940 Act; and (ii) the Certifying Officers must rely upon certain matters of fact generated by the Subadviser or any of its affiliateswhich they do not have firsthand knowledge. Consequently, or any principal or officer the Subadviser has in place and has observed procedures and controls that are reasonably designed to ensure the adequacy of the services provided to the Trust under this Agreement and the accuracy of the information prepared by the Subadviser (the “Relevant Persons”) regarding any felony, securities law-related misdemeanor or any criminal misdemeanor involving theft or fraud, (b) settlement with or final determination by any regulatory authority involving a material violation of a securities law or regulation on the part of any Relevant Person; (c) formal allegation by any US or non-US governmental or self-regulatory body (including, but not to, limited to Xxxxx Notices) of fraud, embezzlement, money laundering, xxxxxxx xxxxxxx, market manipulation or abuse, or breach of regulation with reference to, any Relevant Persons or the initiation of any such Proceeding (as defined and which is included in the general instructions Form N-CSR, and shall provide certifications to the Trust to be relied upon by the Certifying Officers in certifying the Trust’s periodic reports on Form ADV) against any Relevant Persons; (d) disciplinary information that Subadviser is obligated to disclose to its clients under Item 11 of Form ADV Part 1A or Item 9 of Form ADV Part 2A; (e) material breach of this Agreement of which the Subadviser is aware; or (f) any other event which couldN-CSR, in the reasonable determination of the Subadviser, have a material adverse effect on the Subadviser’s ability to carry out its obligations form satisfactory to the Fund under this AgreementTrust.

PROVISION OF CERTAIN INFORMATION BY SUBADVISER. A. The Subadviser will promptly notify the Adviser, as permitted by applicable law, (1) in the event the SEC, CFTC, NFA or other US or non-US governmental or self-regulatory authority has (i) censured the Subadviser or any of its affiliatesaffiliates controlling or controlled by the Subadviser; (ii) placed limitations upon its (or any affiliate’s) activities, functions or operations which may reasonably be expected to have a material adverse effect on the Subadviser’s ability to perform its obligations under this Agreement; (iii) suspended or revoked its (or any affiliate’s’s controlling or controlled by the Subadvsier) registration, if any, as an investment adviser; or (iv) has commenced proceedings or a formal investigation that may reasonably be expected to have a material adverse effect on the Subadviser’s ability to perform its obligations under this Agreement; (2) upon having a reasonable basis for believing that the Subadviser Assets, assuming the Subadviser Assets constituted a separate investment company registered under the 1940 Act, have ceased to qualify or might reasonably be expected to fail to qualify as a regulated investment company under Subchapter M of the Code, except as otherwise provided for in the Guidelines; or (3) there occurs any (a) conviction, settlement or plea of guilty or no contest by the Subadviser or any of its affiliatesaffiliates controlling or controlled by the Subadviser, or any principal or officer of the Subadviser (the “Relevant Persons”) regarding any felony, securities law-related misdemeanor or any criminal misdemeanor involving theft or fraud, (b) settlement with or final determination by any regulatory authority involving a material violation of a securities law or regulation on the part of any Relevant Person; , (c) formal allegation by any US or non-US governmental or self-regulatory body (including, but not to, limited to Xxxxx NoticesWexxx Xotices) of fraud, embezzlement, money laundering, xxxxxxx inxxxxx xxxxxxx, market manipulation or abuse, or breach of regulation with reference to, any Relevant Persons or the initiation of any such Proceeding (as defined in the general instructions to Form ADV) against any Relevant Persons; , (d) disciplinary information that Subadviser is obligated to disclose to its clients under Item 11 of Form ADV Part 1A or Item 9 of Form ADV Part 2A; , (e) material breach of this Agreement of which the Subadviser is aware; , or (f) any other event which could, in the reasonable determination of the Subadviser, have a material adverse effect on the Subadviser’s ability to carry out its obligations to the Fund under this Agreement.

PROVISION OF CERTAIN INFORMATION BY SUBADVISER. A. The Subadviser will promptly notify the Adviser, as permitted by applicable law, (1) in the event the SEC, CFTC, NFA or other US or non-US governmental or self-regulatory authority has (i) censured the Subadviser or any of its affiliates; (ii) placed limitations upon its (or any affiliate’s) activities, functions or operations which may reasonably be expected to have a material adverse effect on the Subadviser’s ability to perform its obligations under this Agreement; (iii) suspended or revoked its (or any affiliate’s) registration, if any, as an investment adviser; or (iv) has commenced proceedings or a formal investigation that may reasonably be expected to have a material adverse effect on the Subadviser’s ability to perform its obligations under this Agreement; or (2) upon having a reasonable basis for believing that the Subadviser Assets, assuming the Subadviser Assets constituted a separate investment company registered under the 1940 Act, have ceased to qualify or might reasonably be expected to fail to qualify as a regulated investment company under Subchapter M of the Code, except as otherwise provided for in the Guidelines; or (3) there occurs any ; (a) conviction, settlement or plea of guilty or no contest by the Subadviser or any of its affiliates, or any principal or officer of the Subadviser (the “Relevant Persons”) regarding any felony, securities law-related misdemeanor or any criminal misdemeanor involving theft or fraud, (b) settlement with or final determination by any regulatory authority involving a material violation of a securities law or regulation on the part of any Relevant Person; (c) formal allegation by any US or non-US governmental or self-regulatory body (including, but not to, limited to Xxxxx Notices) of fraud, embezzlement, money laundering, xxxxxxx xxxxxxx, market manipulation or abuse, or breach of regulation with reference to, any Relevant Persons or the initiation of any such Proceeding (as defined in the general instructions to Form ADV) against any Relevant Persons; (d) disciplinary information that Subadviser is obligated to disclose to its clients under Item 11 of Form ADV Part 1A or Item 9 of Form ADV Part 2A; (e) material breach of this Agreement of which the Subadviser is aware; or (f) any other event which could, in the reasonable determination of the Subadviser, have a material adverse effect on the Subadviser’s ability to carry out its obligations to the Fund under this Agreement. Adviser acknowledges that, except in the cases where an event would affect the Subadviser’s ability to carry out its obligations under this Agreement, which would require prompt email notice, such notification may be made as part of the quarterly compliance reports and/or through transmittal of an amendment to Form ADV.

PROVISION OF CERTAIN INFORMATION BY SUBADVISER. A. The Subadviser will promptly notify the Adviser, as permitted by applicable law, Adviser (1) in the event the SEC, CFTC, NFA SEC or other US or non-US governmental or self-regulatory authority has (i) censured the Subadviser or any of its affiliatesSubadviser; (ii) placed limitations upon its (or any affiliate’s) activities, functions or operations which may reasonably be expected to have a material adverse effect on the Subadviser’s ability to perform its obligations under this Agreementoperations; (iii) suspended or revoked its (or any affiliate’s) registration, if any, as an investment adviser; or (iv) has commenced proceedings or a formal an investigation that may reasonably be expected to have a material adverse effect on the Subadviser’s ability to perform its obligations under this Agreement; result in any of these actions or (2) upon having a reasonable basis for believing that the Subadviser Assets, assuming the Subadviser Assets constituted a separate investment company registered under the 1940 Act, have Fund has ceased to qualify or might reasonably be expected to fail to not qualify as a regulated investment company under Subchapter M of the Code, except as otherwise provided for . The Subadviser further agrees to notify the Adviser promptly of any material fact known to the Subadviser respecting or relating to the Subadviser that is not contained in the Guidelines; Prospectus, and is required to be stated therein or (3) there occurs necessary to make the statements therein not misleading, or of any (a) conviction, settlement or plea of guilty or no contest statement contained therein that becomes untrue in any material respect. As reasonably requested by the Subadviser or any of its affiliates, or any principal or officer Trust on behalf of the Trust's officers and in accordance with the scope of Subadviser's obligations and responsibilities contained in this Agreement, Subadviser (will provide reasonable assistance to the “Relevant Persons”Trust in connection with the Trust's compliance with the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the SEC thereunder, and Rule 38(a) regarding any felony, securities law-related misdemeanor or any criminal misdemeanor involving theft or fraud, (b) settlement with or final determination by any regulatory authority involving a material violation - 1 of a securities law or regulation on the part of any Relevant Person; (c) formal allegation by any US or non-US governmental or self-regulatory body (including1940 Act. Such assistance shall include, but not be limited to, limited (i) certifying periodically, upon the reasonable request of the Trust, that it is in compliance with all applicable "federal securities laws", as required by Rule 38a-1(e)(1) under the 1940 Act, and Rule 206(4)-7 under the Advisers Act; (ii) facilitating and cooperating with third- party audits arranged by the Trust to Xxxxx Noticesevaluate the effectiveness of its compliance controls; (iii) providing the Trust's chief compliance officer with direct access to its compliance personnel; (iv) providing the Trust's chief compliance officer with periodic reports and (v) promptly providing special reports in the event of compliance problems. Further, Subadviser is aware that: (i) the Chief Executive Officer (Principal Executive Officer) and Treasury/Chief Financial Officer (Principal Financial Officer) of fraudthe Trust (collectively, embezzlement"Certifying Officers") are required to certify the Trust's periodic reports on Form N-CSR pursuant to Rule 30a-2 under the Investment Company Act of 1940, money launderingas amended; and (ii) the Certifying Officers must rely upon certain matters of fact generated by Subadviser of which they do not have firsthand knowledge. Consequently, xxxxxxx xxxxxxx, market manipulation or abuse, or breach Subadviser has in place and has observed procedures and controls that are reasonably designed to ensure the adequacy of regulation with reference to, any Relevant Persons or the initiation services provided to the Trust under this Agreement and the accuracy of any such Proceeding (as defined the information prepared by it and which is included in the general instructions Form N-CSR, and shall provide certifications to the Trust to be relied upon by the Certifying Officers in certifying the Trust's periodic reports on Form ADV) against any Relevant Persons; (d) disciplinary information that Subadviser is obligated to disclose to its clients under Item 11 of Form ADV Part 1A or Item 9 of Form ADV Part 2A; (e) material breach of this Agreement of which the Subadviser is aware; or (f) any other event which couldN-CSR, in the reasonable determination of the Subadviser, have a material adverse effect on the Subadviser’s ability to carry out its obligations form satisfactory to the Fund under this AgreementTrust.

PROVISION OF CERTAIN INFORMATION BY SUBADVISER. A. The Subadviser will promptly notify the Adviser, as permitted by applicable law, (1) Adviser in the event the SEC, CFTC, NFA SEC or other US or non-US governmental or self-regulatory authority has (i) censured the Subadviser or any of its affiliatesSubadviser; (ii) placed limitations upon its (or any affiliate’s) activities, functions or operations which may reasonably be expected to have a material adverse effect on the Subadviser’s ability to perform its obligations under this Agreementoperations; (iii) suspended or revoked its (or any affiliate’s) registration, if any, as an investment adviser; or (iv) has commenced proceedings or a formal an investigation that may result in any of these actions. The Subadviser further agrees to notify the Adviser promptly of any material fact known to the Subadviser respecting or relating to the Subadviser that is not contained in the Offering Memorandum, and is required to be stated therein or necessary to make the statements therein not misleading, or of any statement contained therein that becomes untrue in any material respect. As reasonably be expected to have a material adverse effect requested by the Fund on behalf of the Fund’s officers and in accordance with the scope of Subadviser’s ability to perform its obligations under and responsibilities contained in this Agreement; , Subadviser will provide reasonable assistance to the Fund in connection with the Funds’s compliance with the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the SEC thereunder, and Rule 38(a)-1 of the 1940 Act. Such assistance shall include, but not be limited to, (2i) certifying periodically, upon having a the reasonable basis for believing request of the Fund, that the Subadviser Assetsit is in compliance with all applicable “federal securities laws”, assuming the Subadviser Assets constituted a separate investment company registered as required by Rule 38a-1(e)(1) under the 1940 Act, have ceased and Rule 206(4)-7 under the Advisers Act; (ii) facilitating and cooperating with third-party audits arranged by the Fund to qualify or might reasonably be expected evaluate the effectiveness of its compliance controls; (iii) providing the Fund’s chief compliance officer with direct access to fail to qualify as a regulated investment company under Subchapter M its compliance personnel; (iv) providing the Fund’s chief compliance officer with periodic reports upon request and (v) promptly providing special reports in the event of compliance problems. Further, Subadviser is aware that: (i) the Chief Executive Officer (Principal Executive Officer) and Treasury/Chief Financial Officer (Principal Financial Officer) of the CodeFund (collectively, except “Certifying Officers”) are required to certify the Fund’s periodic reports on Form N-CSR pursuant to Rule 30a-2 under the Investment Company Act of 1940, as otherwise provided for amended; and (ii) the Certifying Officers must rely upon certain matters of fact generated by Subadviser of which they do not have firsthand knowledge. Consequently, Subadviser has in place and has observed procedures and controls that are reasonably designed to ensure the Guidelines; or (3) there occurs any (a) conviction, settlement or plea of guilty or no contest by the Subadviser or any of its affiliates, or any principal or officer adequacy of the Subadviser (the “Relevant Persons”) regarding any felony, securities law-related misdemeanor or any criminal misdemeanor involving theft or fraud, (b) settlement with or final determination by any regulatory authority involving a material violation of a securities law or regulation on the part of any Relevant Person; (c) formal allegation by any US or non-US governmental or self-regulatory body (including, but not to, limited to Xxxxx Notices) of fraud, embezzlement, money laundering, xxxxxxx xxxxxxx, market manipulation or abuse, or breach of regulation with reference to, any Relevant Persons or the initiation of any such Proceeding (as defined in the general instructions to Form ADV) against any Relevant Persons; (d) disciplinary information that Subadviser is obligated to disclose to its clients under Item 11 of Form ADV Part 1A or Item 9 of Form ADV Part 2A; (e) material breach of this Agreement of which the Subadviser is aware; or (f) any other event which could, in the reasonable determination of the Subadviser, have a material adverse effect on the Subadviser’s ability to carry out its obligations services provided to the Fund under this AgreementAgreement and the accuracy of the information prepared by it and which is included in the Form N-CSR, and shall provide certifications to the Fund to be relied upon by the Certifying Officers in certifying the Fund’s periodic reports on Form N-CSR, in a form satisfactory to the Fund.

PROVISION OF CERTAIN INFORMATION BY SUBADVISER. A. The Subadviser will promptly notify the Adviser, as permitted by applicable law, (1) in the event the SEC, CFTC, NFA or other US or non-US governmental or self-regulatory authority has (i) censured the Subadviser or any of its affiliatesSubadviser; (ii) placed limitations upon its (or any affiliate’s) activities, functions or operations which may would reasonably be expected to have a material adverse effect on the Subadviser’s ability to perform its obligations under this Agreement; (iii) suspended or revoked its (or any affiliate’s) registration, if any, as an investment adviser; or (iv) has commenced proceedings or a formal investigation that may would reasonably be expected to have a material adverse effect on the Subadviser’s ability to perform its obligations under this Agreement; (2) upon having a reasonable basis for believing that any breach by the Subadviser Assets, assuming in managing the Subadviser Assets constituted a separate investment company registered under the 1940 Act, have ceased to qualify or might reasonably be expected to fail to qualify as a regulated investment company under Subchapter M of the Code, except as otherwise provided for in the Guidelinesaccordance with this Agreement; or (3) there occurs any (a) conviction, settlement or plea of guilty or no contest by the Subadviser or any of its affiliatesor, or any principal or officer of the Subadviser (the “Relevant Persons”) regarding any felony, securities law-related misdemeanor or any criminal misdemeanor involving theft or fraud, (b) settlement with or final determination by any regulatory authority involving a material violation of a securities law or regulation on the part of any Relevant Person; (c) formal allegation by any US or non-US governmental or self-regulatory body (including, but not to, limited to Xxxxx Notices) of fraud, embezzlement, money laundering, xxxxxxx xxxxxxx, market manipulation or abuse, or breach of regulation with reference to, any Relevant Persons or the initiation of any such Proceeding (as defined in the general instructions to Form ADV) against any Relevant Persons; (d) disciplinary information that Subadviser is obligated to disclose to its clients under Item 11 of Form ADV Part 1A or Item 9 of Form ADV Part 2A; (e) material breach of this Agreement of which the Subadviser is aware; or (f) any other event which could, in the reasonable determination of the Subadviser, have a material adverse effect on the Subadviser’s ability to carry out its obligations to the Fund under this Agreement.

PROVISION OF CERTAIN INFORMATION BY SUBADVISER. A. The Subadviser will promptly notify the Adviser, as permitted by applicable law, Adviser (1i) in the event the SEC, CFTC, NFA SEC or other US or non-US governmental or self-regulatory authority has (i) censured the Subadviser or any of its affiliates; (ii) Subadviser, placed limitations upon its (or any affiliate’s) activities, functions or operations which may reasonably be expected to have a material adverse effect on the Subadviser’s ability to perform its obligations under this Agreement; (iii) operations, suspended or revoked its (or any affiliate’s) registration, if any, as an investment adviser; , or (iv) has commenced proceedings or a formal an investigation that may reasonably be expected to have a material adverse effect on the Subadviser’s ability to perform its obligations under this Agreement; result in any of these actions, or (2ii) upon having a reasonable basis for believing that the Subadviser Assets, assuming the Subadviser Assets constituted a separate investment company registered under the 1940 Act, have Fund has ceased to qualify or might reasonably be expected to fail to not qualify as a regulated investment company under Subchapter M of the Code, except as otherwise provided for . The Subadviser further agrees to notify the Adviser promptly of any material fact known to the Subadviser respecting or relating to the Subadviser respecting or relating to the Subadviser that is not contained in the Guidelines; Offering Document, and is required to be stated therein or (3) there occurs necessary to make the statements therein not misleading, or of any (a) conviction, settlement or plea of guilty or no contest statement contained therein that becomes untrue in any material respect. As reasonably requested by the Subadviser or any of its affiliates, or any principal or officer Trust on behalf of the Trust's officers and in accordance with the scope of Subadviser's obligations and responsibilities contained in this Agreement, Subadviser (will provide reasonable assistance to the “Relevant Persons”Trust in connection with the Trusts's compliance with the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the SEC thereunder, and Rule 38(a) regarding any felony, securities law-related misdemeanor or any criminal misdemeanor involving theft or fraud, (b) settlement with or final determination by any regulatory authority involving a material violation - 1 of a securities law or regulation on the part of any Relevant Person; (c) formal allegation by any US or non-US governmental or self-regulatory body (including1940 Act. Such assistance shall include, but not be limited to: (i) certifying periodically, limited upon the reasonable request of the Trust, that it is in compliance with all applicable "federal securities laws", as required by Rule 38a-1(e)(1) under the 1940 Act, and Rule 206(4)-7 under the Advisers Act; (ii) facilitating and cooperating with third-party audits arranged by the Trust to Xxxxx Noticesevaluate the effectiveness of its compliance controls; (iii) providing the Trust's chief compliance officer with direct access to its compliance personnel; (iv) providing the Trust's chief compliance officer with periodic reports; and (v) promptly providing special reports in the event of compliance problems. Further, Subadviser is aware that: (i) the Chief Executive Officer (Principal Executive Officer) and Treasury/Chief Financial Officer (Principal Financial Officer) of fraudthe Trust (collectively, embezzlement"Certifying Officers") are required to certify the Trust's periodic reports on Form N-CSR pursuant to Rule 30a-2 under the Investment Company Act of 1940, money launderingas amended; and (ii) the Certifying Officers must rely upon certain matters of fact generated by Subadviser of which they do not have firsthand knowledge. Consequently, xxxxxxx xxxxxxx, market manipulation or abuse, or breach Subadviser has in place and has observed procedures and controls that are reasonably designed to ensure the adequacy of regulation with reference to, any Relevant Persons or the initiation services provided to the Trust under this Agreement and the accuracy of any such Proceeding (as defined the information prepared by it and which is included in the general instructions Form N-CSR, and shall provide certifications to the Trust to be relied upon by the Certifying Officers in certifying the Trust's periodic reports on Form ADV) against any Relevant Persons; (d) disciplinary information that Subadviser is obligated to disclose to its clients under Item 11 of Form ADV Part 1A or Item 9 of Form ADV Part 2A; (e) material breach of this Agreement of which the Subadviser is aware; or (f) any other event which couldN-CSR, in the reasonable determination of the Subadviser, have a material adverse effect on the Subadviser’s ability to carry out its obligations form satisfactory to the Fund under this AgreementTrust.

PROVISION OF CERTAIN INFORMATION BY SUBADVISER. A. The Subadviser will promptly notify the Adviser, as permitted by applicable law, (1) in the event the SEC, CFTC, NFA or other US or non-US governmental or self-regulatory authority has (i) censured the Subadviser or any of its affiliates; (ii) placed limitations upon its (or any affiliate’s) activities, functions or operations which may reasonably be expected to have a material adverse effect on the Subadviser’s ability to perform its obligations under this Agreement; (iii) suspended or revoked its (or any affiliate’s) registration, if any, as an investment adviser; or (iv) has commenced proceedings or a formal investigation that may reasonably be expected to have a material adverse effect on the Subadviser’s ability to perform its obligations under this Agreement; (2) upon having a reasonable basis for believing that the Subadviser Assets, assuming the Subadviser Assets constituted a separate investment company registered under the 1940 Act, have ceased to qualify or might reasonably be expected to fail to qualify as a regulated investment company under Subchapter M of the Code, except as otherwise provided for in the Guidelines; or (3) there occurs any (a) conviction, settlement or plea of guilty or no contest by the Subadviser or any of its affiliates, or any principal or officer of the Subadviser (the “Relevant Persons”) regarding any felony, securities law-related misdemeanor or any criminal misdemeanor involving theft or fraud, (b) settlement with or final determination by any regulatory authority involving a material violation of a securities law or regulation on the part of any Relevant Person; (c) notice of a formal allegation investigation by any US or non-US governmental or self-regulatory body (including, but not to, limited to Xxxxx Notices) of fraud, embezzlement, money laundering, xxxxxxx xxxxxxx, market manipulation or abuse, or breach of regulation with reference to, any Relevant Persons or the initiation of any such Proceeding (as defined in the general instructions to Form ADV) against any Relevant Persons; (d) disciplinary information that Subadviser is obligated to disclose to its clients under Item 11 of Form ADV Part 1A or Item 9 of Form ADV Part 2A; (e) material breach of this Agreement of which the Subadviser is aware; or (f) any other event which could, in the reasonable determination of the Subadviser, have a material adverse effect on the Subadviser’s ability to carry out its obligations to the Fund under this Agreement.

PROVISION OF CERTAIN INFORMATION BY SUBADVISER. A. The Subadviser will promptly notify the Adviser, as permitted by applicable law, Adviser (1) in the event the SEC, CFTC, NFA SEC or other US or non-US governmental or self-regulatory authority has (i) censured the Subadviser or any of its affiliatesSubadviser; (ii) placed limitations upon its (or any affiliate’s) activities, functions or operations which may reasonably be expected to have a material adverse effect on the Subadviser’s ability to perform its obligations under this Agreementoperations; (iii) suspended or revoked its (or any affiliate’s) registration, if any, as an investment adviser; or (iv) has commenced proceedings or a formal an investigation that may reasonably be expected to have a material adverse effect on the Subadviser’s ability to perform its obligations under this Agreement; result in any of these actions or (2) upon having a reasonable basis for believing that the Subadviser Assets, assuming the Subadviser Assets constituted a separate investment company registered under the 1940 Act, have Fund has ceased to qualify or might reasonably be expected to fail to not qualify as a regulated investment company under Subchapter M of the Code, except as otherwise provided for . The Subadviser further agrees to notify the Adviser promptly of any material fact known to the Subadviser respecting or relating to the Subadviser that is not contained in the Guidelines; Prospectus, and is required to be stated therein or (3) there occurs necessary to make the statements therein not misleading, or of any (a) conviction, settlement or plea of guilty or no contest statement contained therein that becomes untrue in any material respect. As reasonably requested by the Subadviser or any of its affiliates, or any principal or officer Trust on behalf of the Trust’s officers and in accordance with the scope of Subadviser’s obligations and responsibilities contained in this Agreement, Subadviser (will provide reasonable assistance to the “Relevant Persons”Trust in connection with the Trust’s compliance with the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the SEC thereunder, and Rule 38(a) regarding any felony, securities law-related misdemeanor or any criminal misdemeanor involving theft or fraud, (b) settlement with or final determination by any regulatory authority involving a material violation – 1 of a securities law or regulation on the part of any Relevant Person; (c) formal allegation by any US or non-US governmental or self-regulatory body (including1940 Act. Such assistance shall include, but not be limited to, limited (i) certifying periodically, upon the reasonable request of the Trust, that it is in compliance with all applicable “federal securities laws”, as required by Rule 38a-1(e)(1) under the 1940 Act, and Rule 206(4)-7 under the Advisers Act; (ii) facilitating and cooperating with third-party audits arranged by the Trust to Xxxxx Noticesevaluate the effectiveness of its compliance controls; (iii) providing the Trust’s chief compliance officer with direct access to its compliance personnel; (iv) providing the Trust’s chief compliance officer with periodic reports and (v) promptly providing special reports in the event of compliance problems. Further, Subadviser is aware that: (i) the Chief Executive Officer (Principal Executive Officer) and Treasury/Chief Financial Officer (Principal Financial Officer) of fraudthe Trust (collectively, embezzlement“Certifying Officers”) are required to certify the Trust’s periodic reports on Form N-CSR pursuant to Rule 30a-2 under the Investment Company Act of 1940, money launderingas amended; and (ii) the Certifying Officers must rely upon certain matters of fact generated by Subadviser of which they do not have firsthand knowledge. Consequently, xxxxxxx xxxxxxx, market manipulation or abuse, or breach Subadviser has in place and has observed procedures and controls that are reasonably designed to ensure the adequacy of regulation with reference to, any Relevant Persons or the initiation services provided to the Trust under this Agreement and the accuracy of any such Proceeding (as defined the information prepared by it and which is included in the general instructions Form N-CSR, and shall provide certifications to the Trust to be relied upon by the Certifying Officers in certifying the Trust’s periodic reports on Form ADV) against any Relevant Persons; (d) disciplinary information that Subadviser is obligated to disclose to its clients under Item 11 of Form ADV Part 1A or Item 9 of Form ADV Part 2A; (e) material breach of this Agreement of which the Subadviser is aware; or (f) any other event which couldN-CSR, in the reasonable determination of the Subadviser, have a material adverse effect on the Subadviser’s ability to carry out its obligations form satisfactory to the Fund under this AgreementTrust.

PROVISION OF CERTAIN INFORMATION BY SUBADVISER. A. The Subadviser will promptly notify the Adviser, as permitted by applicable law, : (1) in the event the SEC, CFTC, NFA SEC or other US or non-US governmental or self-regulatory authority has (i) censured the Subadviser or any of its affiliatesSubadviser; (ii) placed limitations upon its (or any affiliate’s) activities, functions or operations which may reasonably be expected to have a material adverse effect on the Subadviser’s ability to perform its obligations under this Agreementoperations; (iii) suspended or revoked its (or any affiliate’s) registration, if any, as an investment adviser; or (iv) has commenced proceedings or a formal an investigation that may reasonably be expected to have a material adverse effect on the Subadviser’s ability to perform its obligations under this Agreementresult in any of these actions; or (2) upon having a reasonable basis for believing that the Subadviser Assets, assuming the Subadviser Assets constituted a separate investment company registered under the 1940 Act, have any Fund has ceased to qualify or might reasonably be expected to fail to not qualify as a regulated investment company under Subchapter M of the Code, except as otherwise provided for . The Subadviser further agrees to notify the Adviser promptly of any material fact known to the Subadviser respecting or relating to the Subadviser that is not contained in the GuidelinesProspectus, and is required to be stated therein or necessary to make the statements therein not misleading, or of any statement contained therein that becomes untrue in any material respect. As reasonably requested by the Trust on behalf of the Trust’s officers and in accordance with the scope of the Subadviser’s obligations and responsibilities contained in this Agreement, the Subadviser will provide reasonable assistance to the Trust in connection with the Trust’s compliance with the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the SEC thereunder, and Rule 38(a)-1 of the 1940 Act. Such assistance shall include, but not be limited to: (i) certifying periodically, upon the reasonable request of the Trust, that it is in compliance with all applicable “federal securities laws,” as required by Rule 38a-1(e)(1) under the 1940 Act, and Rule 206(4)-7 under the Advisers Act; or (3ii) there occurs any facilitating and cooperating with third-party audits arranged by the Trust to evaluate the effectiveness of its compliance controls; (aiii) convictionproviding the Trust’s chief compliance officer with direct access to its compliance personnel; (iv) providing the Trust’s chief compliance officer with periodic reports upon request and (v) promptly providing special reports in the event of compliance problems. Further, settlement or plea Subadviser is aware that: (i) the Chief Executive Officer (Principal Executive Officer) and Treasury/Chief Financial Officer (Principal Financial Officer) of guilty or no contest the Trust (collectively, “Certifying Officers”) are required to certify the Trust’s periodic reports on Form N-CSR pursuant to Rule 30a-2 under the 1940 Act; and (ii) the Certifying Officers must rely upon certain matters of fact generated by the Subadviser or any of its affiliateswhich they do not have firsthand knowledge. Consequently, or any principal or officer the Subadviser has in place and has observed procedures and controls that are reasonably designed to ensure the adequacy of the Subadviser (services provided to the “Relevant Persons”) regarding any felony, securities law-related misdemeanor or any criminal misdemeanor involving theft or fraud, (b) settlement with or final determination Trust under this Agreement and the accuracy of the information prepared by any regulatory authority involving a material violation of a securities law or regulation on the part of any Relevant Person; (c) formal allegation by any US or non-US governmental or self-regulatory body (including, but not to, limited to Xxxxx Notices) of fraud, embezzlement, money laundering, xxxxxxx xxxxxxx, market manipulation or abuse, or breach of regulation with reference to, any Relevant Persons or the initiation of any such Proceeding (as defined it and which is included in the general instructions Form N-CSR, and shall provide certifications to the Trust to be relied upon by the Certifying Officers in certifying the Trust’s periodic reports on Form ADV) against any Relevant Persons; (d) disciplinary information that Subadviser is obligated to disclose to its clients under Item 11 of Form ADV Part 1A or Item 9 of Form ADV Part 2A; (e) material breach of this Agreement of which the Subadviser is aware; or (f) any other event which couldN-CSR, in the reasonable determination of the Subadviser, have a material adverse effect on the Subadviser’s ability to carry out its obligations form satisfactory to the Fund under this AgreementTrust.

PROVISION OF CERTAIN INFORMATION BY SUBADVISER. A. The Subadviser will promptly notify the Adviser, as permitted by applicable law, Adviser (1) in the event the SEC, CFTC, NFA SEC or other US or non-US governmental or self-regulatory authority has (i) censured the Subadviser or any of its affiliatesSubadviser; (ii) placed limitations upon its (or any affiliate’s) activities, functions or operations which may reasonably be expected to have a material adverse effect on the Subadviser’s ability to perform its obligations under this Agreementoperations; (iii) suspended or revoked its (or any affiliate’s) registration, if any, as an investment adviser; or (iv) has commenced proceedings or a formal an investigation that may reasonably be expected to have a material adverse effect on the Subadviser’s ability to perform its obligations under this Agreement; result in any of these actions or (2) upon having a reasonable basis for believing that the Subadviser Assets, assuming a Fund with respect to the Subadviser Assets constituted a separate investment company registered under the 1940 Act, have has ceased to qualify or might reasonably be expected to fail to not qualify as a regulated investment company under Subchapter M of the Code, except as otherwise provided for . The Subadviser further agrees to notify the Adviser promptly of any material fact known to the Subadviser respecting or relating to the Subadviser that is not contained in the Guidelines; Prospectus, and is required to be stated therein or (3) there occurs necessary to make the statements therein not misleading, or of any (a) conviction, settlement or plea of guilty or no contest statement contained therein that becomes untrue in any material respect. As reasonably requested by the Subadviser or any of its affiliates, or any principal or officer Trust on behalf of the Trust’s officers and in accordance with the scope of Subadviser’s obligations and responsibilities contained in this Agreement, Subadviser (will provide reasonable assistance to the “Relevant Persons”Trust in connection with the Trust’s compliance with the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the SEC thereunder, and Rule 38(a) regarding any felony, securities law-related misdemeanor or any criminal misdemeanor involving theft or fraud, (b) settlement with or final determination by any regulatory authority involving a material violation – 1 of a securities law or regulation on the part of any Relevant Person; (c) formal allegation by any US or non-US governmental or self-regulatory body (including1940 Act. Such assistance shall include, but not be limited to, limited (i) certifying periodically, upon the reasonable request of the Trust, that it is in compliance with all applicable “federal securities laws”, as required by Rule 38a-1(e)(1) under the 1940 Act, and Rule 206(4)-7 under the Advisers Act; (ii) facilitating and cooperating with third-party audits arranged by the Trust to Xxxxx Noticesevaluate the effectiveness of its compliance controls; (iii) providing the Trust’s chief compliance officer with direct access to its compliance personnel; (iv) providing the Trust’s chief compliance officer with periodic reports and (v) promptly providing special reports in the event of compliance problems. Further, Subadviser is aware that: (i) the Chief Executive Officer (Principal Executive Officer) and Treasury/Chief Financial Officer (Principal Financial Officer) of fraudthe Trust (collectively, embezzlement“Certifying Officers”) are required to certify the Trust’s periodic reports on Form N-CSR pursuant to Rule 30a-2 under the Investment Company Act of 1940, money launderingas amended; and (ii) the Certifying Officers must rely upon certain matters of fact generated by Subadviser of which they do not have firsthand knowledge. Consequently, xxxxxxx xxxxxxx, market manipulation or abuse, or breach Subadviser has in place and has observed procedures and controls that are reasonably designed to ensure the adequacy of regulation with reference to, any Relevant Persons or the initiation services provided to the Trust under this Agreement and the accuracy of any such Proceeding (as defined the information prepared by it and which is included in the general instructions Form N-CSR, and shall provide certifications to the Trust to be relied upon by the Certifying Officers in certifying the Trust’s periodic reports on Form ADV) against any Relevant Persons; (d) disciplinary information that Subadviser is obligated to disclose to its clients under Item 11 of Form ADV Part 1A or Item 9 of Form ADV Part 2A; (e) material breach of this Agreement of which the Subadviser is aware; or (f) any other event which couldN-CSR, in the reasonable determination of the Subadviser, have a material adverse effect on the Subadviser’s ability to carry out its obligations form satisfactory to the Fund under this AgreementTrust.

PROVISION OF CERTAIN INFORMATION BY SUBADVISER. A. The Subadviser will promptly notify the Adviser, as permitted by applicable law, (1) (i) in the event the SEC, CFTC, NFA or other US or non-US governmental or self-regulatory authority has (i) censured the Subadviser or any of its affiliates; (ii) placed limitations upon its (or any affiliate’s) activities, functions or operations which may reasonably be expected to have a material adverse effect on the Subadviser’s ability to perform its obligations under this Agreement; (iii) suspended or revoked its (or any affiliate’s) registration, if any, as an investment adviser; or (iv) has commenced proceedings or a formal investigation that may reasonably be expected to have a material adverse effect on the Subadviser’s ability to perform its obligations under this Agreement; (2) upon having a reasonable basis for believing that the Subadviser Assets, assuming the Subadviser Assets constituted a separate investment company registered under the 1940 Act, have ceased to qualify or might reasonably be expected to fail to qualify as a regulated investment company under Subchapter M of the Code, except as otherwise provided for in the Guidelines; or (3) there occurs any (a) conviction, settlement or plea of guilty or no contest by the Subadviser or any of its affiliates, or any principal or officer [officer] of the Subadviser (the “Relevant Persons”) regarding any felony, securities law-related misdemeanor or any criminal misdemeanor involving theft or fraud, (b) settlement with or final determination by any regulatory authority involving a material violation of a securities law or regulation on the part of any Relevant Person; (c) formal allegation by any US or non-US governmental or self-regulatory body (including, but not to, limited to Xxxxx Notices) of fraud, embezzlement, money laundering, xxxxxxx xxxxxxx, market manipulation or abuse, or breach of regulation with reference to, any Relevant Persons or the initiation of any such Proceeding (as defined in the general instructions to Form ADV) against any Relevant Persons; (d) disciplinary information that Subadviser is obligated to disclose to its clients under Item 11 of Form ADV Part 1A or Item 9 of Form ADV Part 2A; (e) material breach of this Agreement of which the Subadviser is aware; or (f) any other event which could, in the reasonable determination of the Subadviser, have a material adverse effect on the Subadviser’s ability to carry out its obligations to the Fund under this Agreement.

PROVISION OF CERTAIN INFORMATION BY SUBADVISER. A. The Subadviser will promptly notify the Adviser, as permitted by applicable law, Adviser (1) in the event the SEC, CFTC, NFA SEC or other US or non-US governmental or self-regulatory authority has (i) censured the Subadviser or any of its affiliatesSubadviser; (ii) placed limitations upon its (or any affiliate’s) activities, functions or operations which may reasonably be expected to have a material adverse effect on the Subadviser’s ability to perform its obligations under this Agreementoperations; (iii) suspended or revoked its (or any affiliate’s) registration, if any, as an investment adviser; or (iv) has commenced proceedings or a formal an investigation that may reasonably be expected to have a material adverse effect on the Subadviser’s ability to perform its obligations under this Agreement; result in any of these actions or (2) upon having a reasonable basis for believing that the Subadviser Assets, assuming the Subadviser Assets constituted a separate investment company registered under the 1940 Act, have Fund has ceased to qualify or might reasonably be expected to fail to not qualify as a regulated investment company under Subchapter M of the Code, except as otherwise provided for . The Subadviser further agrees to notify the Adviser promptly of any material fact known to the Subadviser respecting or relating to the Subadviser that is not contained in the Guidelines; Prospectus, and is required to be stated therein or (3) necessary to make the statements therein not misleading, or of any statement contained there occurs in that becomes untrue in any (a) conviction, settlement or plea of guilty or no contest material respect. As reasonably requested by the Subadviser or any of its affiliates, or any principal or officer Trust on behalf of the Trust’s officers and in accordance with the scope of Subadviser’s obligations and responsibilities contained in this Agreement, Subadviser (will provide reasonable assistance to the “Relevant Persons”) regarding any felonyTrust in connection with the Trusts’s compliance with the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the SEC thereunder, securities law-related misdemeanor or any criminal misdemeanor involving theft or fraud, (b) settlement with or final determination by any regulatory authority involving a material violation and Rule 38(a)-1 of a securities law or regulation on the part of any Relevant Person; (c) formal allegation by any US or non-US governmental or self-regulatory body (including1940 Act. Such assistance shall include, but not be limited to, limited (i) certifying periodically, upon the reasonable request of the Trust, that it is in compliance with all applicable “federal securities laws”, as required by Rule 38a-1(e)(1) under the 1940 Act, and Rule 206(4)-7 under the Advisers Act; (ii) facilitating and cooperating with third-party audits arranged by the Trust to Xxxxx Noticesevaluate the effectiveness of its compliance controls; (iii) providing the Trust’s chief compliance officer with direct access to its compliance personnel ; (iv) providing the Trust’s chief compliance officer with periodic reports upon request and (v) promptly providing special reports in the event of compliance problems. Further, Subadviser is aware that: (i) the Chief Executive Officer (Principal Executive Officer) and Treasury/Chief Financial Officer (Principal Financial Officer) of fraudthe Trust (collectively, embezzlement“Certifying Officers”) are required to certify the Trust’s periodic reports on Form N-CSR pursuant to Rule 30a-2 under the Investment Company Act of 1940, money launderingas amended; and (ii) the Certifying Officers must rely upon certain matters of fact generated by Subadviser of which they do not have firsthand knowledge. Consequently, xxxxxxx xxxxxxx, market manipulation or abuse, or breach Subadviser has in place and has observed procedures and controls that are reasonably designed to ensure the adequacy of regulation with reference to, any Relevant Persons or the initiation services provided to the Trust under this Agreement and the accuracy of any such Proceeding (as defined the information prepared by it and which is included in the general instructions Form N-CSR, and shall provide certifications to the Trus t to be relied upon by the Certifying Officers in certifying the Trust’s periodic reports on Form ADV) against any Relevant Persons; (d) disciplinary information that Subadviser is obligated to disclose to its clients under Item 11 of Form ADV Part 1A or Item 9 of Form ADV Part 2A; (e) material breach of this Agreement of which the Subadviser is aware; or (f) any other event which couldN-CSR, in the reasonable determination of the Subadviser, have a material adverse effect on the Subadviser’s ability to carry out its obligations form satisfactory to the Fund under this AgreementTrust.

PROVISION OF CERTAIN INFORMATION BY SUBADVISER. A. The Subadviser will promptly notify the Adviser, as permitted by applicable law, Adviser (1) in the event the SEC, CFTC, NFA SEC or other US or non-US governmental or self-regulatory authority has (i) censured the Subadviser or any of its affiliatesSubadviser; (ii) placed limitations upon its (or any affiliate’s) activities, functions or operations which may reasonably be expected to have a material adverse effect on the Subadviser’s ability to perform its obligations under this Agreementoperations; (iii) suspended or revoked its (or any affiliate’s) registration, if any, as an investment adviser; or (iv) has commenced proceedings or a formal an investigation that may reasonably be expected to have a material adverse effect on the Subadviser’s ability to perform its obligations under this Agreement; result in any of these actions or (2) upon having a reasonable basis for believing that the Subadviser Assets, assuming the Subadviser Assets constituted a separate investment company registered under the 1940 Act, have Fund has ceased to qualify or might reasonably be expected to fail to not qualify as a regulated investment company under Subchapter M of the Code, except as otherwise provided for . The Subadviser further agrees to notify the Adviser promptly of any material fact known to the Subadviser respecting or relating to the Subadviser that is not contained in the Guidelines; Prospectus, and is required to be stated therein or (3) there occurs necessary to make the statements therein not misleading, or of any (a) conviction, settlement or plea of guilty or no contest statement contained therein that becomes untrue in any material respect. As reasonably requested by the Subadviser or any of its affiliates, or any principal or officer Trust on behalf of the Trust’s officers and in accordance with the scope of Subadviser’s obligations and responsibilities contained in this Agreement, Subadviser (will provide reasonable assistance to the “Relevant Persons”Trust in connection with the Trusts’s compliance with the Sxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the SEC thereunder, and Rule 38(a) regarding any felony, securities law-related misdemeanor or any criminal misdemeanor involving theft or fraud, (b) settlement with or final determination by any regulatory authority involving a material violation – 1 of a securities law or regulation on the part of any Relevant Person; (c) formal allegation by any US or non-US governmental or self-regulatory body (including1940 Act. Such assistance shall include, but not be limited to, limited (i) certifying periodically, upon the reasonable request of the Trust, that it is in compliance with all applicable “federal securities laws”, as required by Rule 38a-1(e)(1) under the 1940 Act, and Rule 206(4)-7 under the Advisers Act; (ii) facilitating and cooperating with third-party audits arranged by the Trust to Xxxxx Noticesevaluate the effectiveness of its compliance controls; (iii) providing the Trust’s chief compliance officer with direct access to its compliance personnel; (iv) providing the Trust’s chief compliance officer with periodic reports and (v) promptly providing special reports in the event of compliance problems. Further, Subadviser is aware that: (i) the Chief Executive Officer (Principal Executive Officer) and Treasury/Chief Financial Officer (Principal Financial Officer) of fraudthe Trust (collectively, embezzlement“Certifying Officers”) are required to certify the Trust’s periodic reports on Form N-CSR pursuant to Rule 30a-2 under the Investment Company Act of 1940, money launderingas amended; and (ii) the Certifying Officers must rely upon certain matters of fact generated by Subadviser of which they do not have firsthand knowledge. Consequently, xxxxxxx xxxxxxx, market manipulation or abuse, or breach subadviser has in place and has observed procedures and controls that are reasonably designed to ensure the adequacy of regulation with reference to, any Relevant Persons or the initiation services provided to the Trust under this Agreement and the accuracy of any such Proceeding (as defined the information prepared by it and which is included in the general instructions Form N-CSR, and shall provide certifications to the Trust to be relied upon by the Certifying Officers in certifying the Trust’s periodic reports on Form ADV) against any Relevant Persons; (d) disciplinary information that Subadviser is obligated to disclose to its clients under Item 11 of Form ADV Part 1A or Item 9 of Form ADV Part 2A; (e) material breach of this Agreement of which the Subadviser is aware; or (f) any other event which couldN-CSR, in the reasonable determination of the Subadviser, have a material adverse effect on the Subadviser’s ability to carry out its obligations form satisfactory to the Fund under this AgreementTrust.

PROVISION OF CERTAIN INFORMATION BY SUBADVISER. A. The Subadviser will promptly notify the Adviser, as permitted by applicable law, Adviser (1) in the event the SEC, CFTC, NFA SEC or other US or non-US governmental or self-regulatory authority has (i) censured the Subadviser or any of its affiliatesSubadviser; (ii) placed limitations upon its (or any affiliate’s) activities, functions or operations which may reasonably be expected to have a material adverse effect on the Subadviser’s ability to perform its obligations under this Agreementoperations; (iii) suspended or revoked its (or any affiliate’s) registration, if any, as an investment adviser; or (iv) has commenced proceedings or a formal an investigation that may reasonably be expected to have a material adverse effect on the Subadviser’s ability to perform its obligations under this Agreement; result in any of these actions or (2) upon having a reasonable basis for believing that the Subadviser Assets, assuming the Subadviser Assets constituted a separate investment company registered under the 1940 Act, have Fund has ceased to qualify or might reasonably be expected to fail to not qualify as a regulated investment company under Subchapter M of the Code, except as otherwise provided for . The Subadviser further agrees to notify the Adviser promptly of any material fact known to the Subadviser respecting or relating to the Subadviser that is not contained in the Guidelines; Prospectus, and is required to be stated therein or (3) there occurs necessary to make the statements therein not misleading, or of any (a) conviction, settlement or plea of guilty or no contest statement contained therein that becomes untrue in any material respect. As reasonably requested by the Subadviser or any of its affiliates, or any principal or officer Trust on behalf of the Trust’s officers and in accordance with the scope of Subadviser’s obligations and responsibilities contained in this Agreement, Subadviser (will provide reasonable assistance to the “Relevant Persons”Trust in connection with the Trust’s compliance with the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the SEC thereunder, and Rule 38(a) regarding any felony, securities law-related misdemeanor or any criminal misdemeanor involving theft or fraud, (b) settlement with or final determination by any regulatory authority involving a material violation – 1 of a securities law or regulation on the part of any Relevant Person; (c) formal allegation by any US or non-US governmental or self-regulatory body (including1940 Act. Such assistance shall include, but not be limited to, limited (i) certifying periodically, upon the reasonable request of the Trust, that it is in compliance with all applicable “federal securities laws”, as required by Rule 38a-1(e)(1) under the 1940 Act, and Rule 206(4)-7 under the Advisers Act; (ii) facilitating and cooperating with third-party audits arranged by the Trust to Xxxxx Noticesevaluate the effectiveness of its compliance controls; (iii) providing the Trust’s chief compliance officer with direct access to its compliance personnel; (iv) providing the Trust’s chief compliance officer with periodic reports and (v) promptly providing special reports in the event of material compliance problems. Further, Subadviser is aware that: (i) the Chief Executive Officer (Principal Executive Officer) and Treasury/Chief Financial Officer (Principal Financial Officer) of fraudthe Trust (collectively, embezzlement“Certifying Officers”) are required to certify the Trust’s periodic reports on Form N-CSR pursuant to Rule 30a-2 under the Investment Company Act of 1940, money launderingas amended; and (ii) the Certifying Officers must rely upon certain matters of fact generated by Subadviser of which they do not have firsthand knowledge. Consequently, xxxxxxx xxxxxxx, market manipulation or abuse, or breach Subadviser has in place and has observed procedures and controls that are reasonably designed to ensure the adequacy of regulation with reference to, any Relevant Persons or the initiation services provided to the Trust under this Agreement and the accuracy of any such Proceeding (as defined the information prepared by it and which is included in the general instructions Form N-CSR, and shall provide certifications to the Trust to be relied upon by the Certifying Officers in certifying the Trust’s periodic reports on Form ADV) against any Relevant Persons; (d) disciplinary information that Subadviser is obligated to disclose to its clients under Item 11 of Form ADV Part 1A or Item 9 of Form ADV Part 2A; (e) material breach of this Agreement of which the Subadviser is aware; or (f) any other event which couldN-CSR, in the reasonable determination of the Subadviser, have a material adverse effect on the Subadviser’s ability to carry out its obligations form satisfactory to the Fund under this AgreementTrust.

PROVISION OF CERTAIN INFORMATION BY SUBADVISER. A. The Subadviser will promptly notify the Adviser, as permitted by applicable law, Adviser (1) in the event the SEC, CFTC, NFA SEC or other US or non-US governmental or self-regulatory authority has (i) censured the Subadviser or any of its affiliatesSubadviser; (ii) placed limitations upon its (or any affiliate’s) activities, functions or operations which may reasonably be expected to have a material adverse effect on the Subadviser’s ability to perform its obligations under this Agreementoperations; (iii) suspended or revoked its (or any affiliate’s) registration, if any, as an investment adviser; or (iv) has commenced proceedings or a formal an investigation that may reasonably be expected to have a material adverse effect on the Subadviser’s ability to perform its obligations under this Agreement; result in any of these actions or (2) upon having a reasonable basis for believing that the Subadviser Assets, assuming the Subadviser Assets constituted a separate investment company registered under the 1940 Act, have Fund has ceased to qualify or might reasonably be expected to fail to not qualify as a regulated investment company under Subchapter M of the Code, except as otherwise provided for . The Subadviser further agrees to notify the Adviser promptly of any material fact known to the Subadviser respecting or relating to the Subadviser that is not contained in the GuidelinesProspectus, and is required to be stated therein or necessary to make the statements therein not misleading, or of any statement contained therein that becomes untrue in any material respect. As reasonably requested by the Trust on behalf of the Trust’s officers and in accordance with the scope of the Subadviser’s obligations and responsibilities contained in this Agreement, the Subadviser will provide reasonable assistance to the Trust in connection with the Trusts’s compliance with the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the SEC thereunder, and Rule 38(a)-1 of the 1940 Act. Such assistance shall include, but not be limited to, (i) certifying periodically, upon the reasonable request of the Trust, that it is in compliance with all applicable “federal securities laws”, as required by Rule 38a-1(e)(1) under the 1940 Act, and Rule 206(4)-7 under the Advisers Act; or (3ii) there occurs any facilitating and cooperating with third-party audits arranged by the Trust to evaluate the effectiveness of its compliance controls; (aiii) convictionproviding the Trust’s chief compliance officer with direct access to its compliance personnel; (iv) providing the Trust’s chief compliance officer with periodic reports upon request and (v) promptly providing special reports in the event of compliance problems. Further, settlement or plea Subadviser is aware that: (i) the Chief Executive Officer (Principal Executive Officer) and Treasury/Chief Financial Officer (Principal Financial Officer) of guilty or no contest the Trust (collectively, “Certifying Officers”) are required to certify the Trust’s periodic reports on Form N-CSR pursuant to Rule 30a-2 under the Investment Company Act of 1940, as amended; and (ii) the Certifying Officers must rely upon certain matters of fact generated by the Subadviser or any of its affiliateswhich they do not have firsthand knowledge. Consequently, or any principal or officer the Subadviser has in place and has observed procedures and controls that are reasonably designed to ensure the adequacy of the Subadviser (services provided to the “Relevant Persons”) regarding any felony, securities law-related misdemeanor or any criminal misdemeanor involving theft or fraud, (b) settlement with or final determination Trust under this Agreement and the accuracy of the information prepared by any regulatory authority involving a material violation of a securities law or regulation on the part of any Relevant Person; (c) formal allegation by any US or non-US governmental or self-regulatory body (including, but not to, limited to Xxxxx Notices) of fraud, embezzlement, money laundering, xxxxxxx xxxxxxx, market manipulation or abuse, or breach of regulation with reference to, any Relevant Persons or the initiation of any such Proceeding (as defined it and which is included in the general instructions Form N-CSR, and shall provide certifications to the Trust to be relied upon by the Certifying Officers in certifying the Trust’s periodic reports on Form ADV) against any Relevant Persons; (d) disciplinary information that Subadviser is obligated to disclose to its clients under Item 11 of Form ADV Part 1A or Item 9 of Form ADV Part 2A; (e) material breach of this Agreement of which the Subadviser is aware; or (f) any other event which couldN-CSR, in the reasonable determination of the Subadviser, have a material adverse effect on the Subadviser’s ability to carry out its obligations form satisfactory to the Fund under this AgreementTrust.

PROVISION OF CERTAIN INFORMATION BY SUBADVISER. A. The Subadviser Subadvisers will promptly notify the Adviser, as permitted by applicable law, Adviser (1) in the event the SEC, CFTC, NFA SEC or other US or non-US governmental or self-regulatory authority has (i) censured the Subadviser or any of its affiliatesSubadvisers; (ii) placed limitations upon its (or any affiliate’s) their activities, functions or operations which may reasonably be expected to have a material adverse effect on the Subadviser’s ability to perform its obligations under this Agreementoperations; (iii) suspended or revoked its (or any affiliate’s) registrationtheir registrations, if any, as an investment adviseradvisers; or (iv) has commenced proceedings or a formal an investigation that may reasonably be expected to have a material adverse effect on the Subadviser’s ability to perform its obligations under this Agreement; result in any of these actions or (2) upon having a reasonable basis for believing that the Subadviser Assets, assuming the Subadviser Assets constituted a separate investment company registered under the 1940 Act, have any Fund has ceased to qualify or might reasonably be expected to fail to not qualify as a regulated investment company under Subchapter M of the Code, except as otherwise provided for . The Subadvisers further agree to notify the Adviser promptly of any material fact known to any of the Subadvisers respecting or relating to any of the Subadvisers that is not contained in the Guidelines; Prospectus, and is required to be stated therein or (3) there occurs necessary to make the statements therein not misleading, or of any (a) conviction, settlement or plea of guilty or no contest statement contained therein that becomes untrue in any material respect. As reasonably requested by the Subadviser or any of its affiliates, or any principal or officer Trust on behalf of the Subadviser (Trust’s officers and in accordance with the “Relevant Persons”) regarding any felonyscope of the Subadvisers’ obligations and responsibilities contained in this Agreement, securities lawthe Subadvisers will provide reasonable assistance to the Trust in connection with the Trust’s compliance with the Xxxxxxxx-related misdemeanor or any criminal misdemeanor involving theft or fraudXxxxx Act and the rules and regulations promulgated by the SEC thereunder, (b) settlement with or final determination by any regulatory authority involving a material violation and Rule 38(a)-1 of a securities law or regulation on the part of any Relevant Person; (c) formal allegation by any US or non-US governmental or self-regulatory body (including1940 Act. Such assistance shall include, but not be limited to, limited (i) certifying periodically, upon the reasonable request of the Trust, that it is in compliance with all applicable “federal securities laws”, as required by Rule 38a-1(e)(1) under the 1940 Act, and Rule 206(4)-7 under the Advisers Act; (ii) facilitating and cooperating with third-party audits arranged by the Trust to Xxxxx Noticesevaluate the effectiveness of its compliance controls; (iii) providing the Trust’s chief compliance officer with direct access to its compliance personnel; (iv) providing the Trust’s chief compliance officer with periodic reports upon request and (v) promptly providing special reports in the event of compliance problems. Further, the Subadvisers are aware that: (i) the Chief Executive Officer (Principal Executive Officer) and Treasury/Chief Financial Officer (Principal Financial Officer) of fraudthe Trust (collectively, embezzlement“Certifying Officers”) are required to certify the Trust’s periodic reports on Form N-CSR pursuant to Rule 30a-2 under the 1940 Act; and (ii) the Certifying Officers must rely upon certain matters of fact generated by the Subadvisers of which they do not have firsthand knowledge. Consequently, money laundering, xxxxxxx xxxxxxx, market manipulation or abuse, or breach each of regulation with reference to, any Relevant Persons or the initiation Subadvisers has in place and has observed procedures and controls that are reasonably designed to ensure the adequacy of any such Proceeding (as defined the services provided to the Trust under this Agreement and the accuracy of the information prepared by each of the Subadvisers and which is included in the general instructions Form N-CSR, and shall provide certifications to the Trust to be relied upon by the Certifying Officers in certifying the Trust’s periodic reports on Form ADV) against any Relevant Persons; (d) disciplinary information that Subadviser is obligated to disclose to its clients under Item 11 of Form ADV Part 1A or Item 9 of Form ADV Part 2A; (e) material breach of this Agreement of which the Subadviser is aware; or (f) any other event which couldN-CSR, in the reasonable determination of the Subadviser, have a material adverse effect on the Subadviser’s ability to carry out its obligations form satisfactory to the Fund under this AgreementTrust.

PROVISION OF CERTAIN INFORMATION BY SUBADVISER. A. The Subadviser will promptly notify the Adviser, as permitted by applicable law, Adviser (1) in the event the SEC, CFTC, NFA SEC or other US or non-US governmental or self-regulatory authority has (i) censured the Subadviser or any of its affiliatesSubadviser; (ii) placed limitations upon its (or any affiliate’s) activities, functions or operations which may reasonably be expected to have a material adverse effect on the Subadviser’s ability to perform its obligations under this Agreementoperations; (iii) suspended or revoked its (or any affiliate’s) registration, if any, as an investment adviser; or (iv) has commenced proceedings or a formal an investigation that may reasonably be expected to have a material adverse effect on the Subadviser’s ability to perform its obligations under this Agreement; result in any of these actions or (2) upon having a reasonable basis for believing that the Subadviser Assets, assuming the Subadviser Assets constituted a separate investment company registered under the 1940 Act, have Fund has ceased to qualify or might reasonably be expected to fail to not qualify as a regulated investment company under Subchapter M of the Code, except as otherwise provided for . The Subadviser further agrees to notify the Adviser promptly of any material fact known to the Subadviser respecting or relating to the Subadviser that is not contained in the Guidelines; Prospectus, and is required to be stated therein or (3) there occurs necessary to make the statements therein not misleading, or of any (a) conviction, settlement or plea of guilty or no contest statement contained therein that becomes untrue in any material respect. As reasonably requested by the Subadviser or any of its affiliates, or any principal or officer Trust on behalf of the Trust's officers and in accordance with the scope of Subadviser's obligations and responsibilities contained in this Agreement, Subadviser (will provide reasonable assistance to the “Relevant Persons”Trust in connection with the Trusts's compliance with the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the SEC thereunder, and Rule 38(a) regarding any felony, securities law-related misdemeanor or any criminal misdemeanor involving theft or fraud, (b) settlement with or final determination by any regulatory authority involving a material violation - 1 of a securities law or regulation on the part of any Relevant Person; (c) formal allegation by any US or non-US governmental or self-regulatory body (including1940 Act. Such assistance shall include, but not be limited to, limited (i) certifying periodically, upon the reasonable request of the Trust, that it is in compliance with all applicable "federal securities laws", as required by Rule 38a-1(e)(1) under the 1940 Act, and Rule 206(4)-7 under the Advisers Act; (ii) facilitating and cooperating with third-party audits arranged 12 by the Trust to Xxxxx Noticesevaluate the effectiveness of its compliance controls; (iii) providing the Trust's chief compliance officer with direct access to its compliance personnel; (iv) providing the Trust's chief compliance officer with periodic reports and (v) promptly providing special reports in the event of compliance problems. Further, Subadviser is aware that: (i) the Chief Executive Officer (Principal Executive Officer) and Treasury/Chief Financial Officer (Principal Financial Officer) of fraudthe Trust (collectively, embezzlement"Certifying Officers") are required to certify the Trust's periodic reports on Form N-CSR pursuant to Rule 30a-2 under the Investment Company Act of 1940, money launderingas amended; and (ii) the Certifying Officers must rely upon certain matters of fact generated by Subadviser of which they do not have firsthand knowledge. Consequently, xxxxxxx xxxxxxx, market manipulation or abuse, or breach subadviser has in place and has observed procedures and controls that are reasonably designed to ensure the adequacy of regulation with reference to, any Relevant Persons or the initiation services provided to the Trust under this Agreement and the accuracy of any such Proceeding (as defined the information prepared by it and which is included in the general instructions Form N-CSR, and shall provide certifications to the Trust to be relied upon by the Certifying Officers in certifying the Trust's periodic reports on Form ADV) against any Relevant Persons; (d) disciplinary information that Subadviser is obligated to disclose to its clients under Item 11 of Form ADV Part 1A or Item 9 of Form ADV Part 2A; (e) material breach of this Agreement of which the Subadviser is aware; or (f) any other event which couldN-CSR, in the reasonable determination of the Subadviser, have a material adverse effect on the Subadviser’s ability to carry out its obligations form satisfactory to the Fund under this AgreementTrust.

PROVISION OF CERTAIN INFORMATION BY SUBADVISER. A. The Subadviser will promptly notify the Adviser, as permitted by applicable law, (1) Investment Manager in the event the SEC, CFTC, NFA SEC or other US or non-US governmental or self-regulatory authority has (i) censured the Subadviser or any of its affiliatesSubadviser; (ii) placed limitations upon its (or any affiliate’s) activities, functions or operations which may reasonably be expected to have a material adverse effect on the Subadviser’s ability to perform its obligations under this Agreementoperations; (iii) suspended or revoked its (or any affiliate’s) registration, if any, as an investment adviser; or (iv) has commenced proceedings or a formal an investigation that may result in any of these actions. The Subadviser further agrees to notify the Investment Manager promptly of any material fact known to the Subadviser respecting or relating to the Subadviser that is not contained in the Offering Memorandum, and is required to be stated therein or necessary to make the statements therein not misleading, or of any statement contained therein that becomes untrue in any material respect. As reasonably be expected to have a material adverse effect requested by the Fund on behalf of the Fund’s officers and in accordance with the scope of Subadviser’s ability to perform its obligations under and responsibilities contained in this Agreement; , Subadviser will provide reasonable assistance to the Fund in connection with the Funds’ compliance with the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the SEC thereunder, and Rule 38(a)-1 under the 1940 Act. Such assistance shall include, but not be limited to, (2i) certifying periodically, upon having a the reasonable basis for believing request of the Fund, that the Subadviser Assetsit is in compliance with all applicable “federal securities laws”, assuming the Subadviser Assets constituted a separate investment company registered as required by Rule 38a-1(e)(1) under the 1940 Act, have ceased and Rule 206(4)-7 under the Advisers Act; (ii) facilitating and cooperating with third-party audits arranged by the Fund to qualify or might reasonably be expected evaluate the effectiveness of its compliance controls; (iii) providing the Fund’s chief compliance officer with direct access to fail to qualify as a regulated investment company under Subchapter M its compliance personnel; (iv) providing the Fund’s chief compliance officer with periodic reports upon request and (v) promptly providing special reports in the event of compliance problems. Further, Subadviser is aware that: (i) the Chief Executive Officer (Principal Executive Officer) and Treasury/Chief Financial Officer (Principal Financial Officer) of the CodeFund (collectively, except as otherwise provided for “Certifying Officers”) are required to certify the Fund’s periodic reports on Form N-CSR pursuant to Rule 30a-2 under the 1940 Act; and (ii) the Certifying Officers must rely upon certain matters of fact generated by Subadviser of which they do not have firsthand knowledge. Consequently, Subadviser has in place and has observed procedures and controls that are reasonably designed to ensure the Guidelines; or (3) there occurs any (a) conviction, settlement or plea of guilty or no contest by the Subadviser or any of its affiliates, or any principal or officer adequacy of the Subadviser (the “Relevant Persons”) regarding any felony, securities law-related misdemeanor or any criminal misdemeanor involving theft or fraud, (b) settlement with or final determination by any regulatory authority involving a material violation of a securities law or regulation on the part of any Relevant Person; (c) formal allegation by any US or non-US governmental or self-regulatory body (including, but not to, limited to Xxxxx Notices) of fraud, embezzlement, money laundering, xxxxxxx xxxxxxx, market manipulation or abuse, or breach of regulation with reference to, any Relevant Persons or the initiation of any such Proceeding (as defined in the general instructions to Form ADV) against any Relevant Persons; (d) disciplinary information that Subadviser is obligated to disclose to its clients under Item 11 of Form ADV Part 1A or Item 9 of Form ADV Part 2A; (e) material breach of this Agreement of which the Subadviser is aware; or (f) any other event which could, in the reasonable determination of the Subadviser, have a material adverse effect on the Subadviser’s ability to carry out its obligations services provided to the Fund under this AgreementAgreement and the accuracy of the information prepared by it and which is included in the Form N-CSR, and shall provide certifications to the Fund to be relied upon by the Certifying Officers in certifying the Fund’s periodic reports on Form N-CSR, in a form satisfactory to the Fund.

PROVISION OF CERTAIN INFORMATION BY SUBADVISER. A. The Subadviser will promptly notify the Adviser, as permitted by applicable law, (1) in the event the SEC, CFTC, NFA or other US or non-US governmental or self-regulatory authority has (i) censured the Subadviser or any of its affiliates; (ii) placed limitations upon its (or any affiliate’s) activities, functions or operations which may reasonably be expected to have a material adverse effect on the Subadviser’s ability to perform its obligations under this Agreement; (iii) suspended or revoked its (or any affiliate’s) registration, if any, as an investment adviser; or (iv) has commenced proceedings or a formal investigation that may reasonably be expected to have a material adverse effect on the Subadviser’s ability to perform its obligations under this Agreement; (2) upon having a reasonable basis for believing that the Subadviser Assets, assuming the Subadviser Assets constituted a separate investment company registered under the 1940 Act, have ceased to qualify or might reasonably be expected to fail to qualify as a regulated investment company under Subchapter M of the Code, except as otherwise provided for in the Guidelines; or (3) there occurs any any, to the knowledge of the Subadviser (a) conviction, settlement or plea of guilty or no contest by the Subadviser or any of its affiliates, or any principal or officer of the Subadviser (the “Relevant Persons”) regarding any felony, securities law-related misdemeanor or any criminal misdemeanor involving theft or fraud, (b) settlement with or final determination by any regulatory authority involving a material violation of a securities law or regulation on the part of any Relevant Person; (c) formal allegation by any US or non-US governmental or self-regulatory body (including, but not to, limited to Xxxxx Notices) of fraud, embezzlement, money laundering, xxxxxxx xxxxxxx, market manipulation or abuse, or breach of regulation with reference to, any Relevant Persons or the initiation of any such Proceeding (as defined in the general instructions to Form ADV) against any Relevant Persons; (d) disciplinary information that Subadviser is obligated to disclose to its clients under Item 11 of Form ADV Part 1A or Item 9 of Form ADV Part 2A; (e) material breach of this Agreement of which the Subadviser is aware; or (f) any other event which could, in the reasonable determination of the Subadviser, have a material adverse effect on the Subadviser’s ability to carry out its obligations to the Fund under this Agreement.