Common use of Representations and Warranties of the Parties Clause in Contracts

Representations and Warranties of the Parties. (a) The Sub-Adviser represents and warrants to the Advisers as follows: (i) The Sub-Adviser is a registered investment adviser under the Advisers Act; (ii) The Form ADV that the Sub-Adviser has previously provided to the Advisers is a true and complete copy of the form as currently filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Advisers and the Trust with a complete copy of all subsequent amendments to its Form ADV; (iii) The Sub-Adviser will carry at all times professional errors and omissions liability insurance with carriers approved by the Advisers covering services provided hereunder by the Sub-Adviser in an appropriate amount, which insurance shall be primary to any insurance policy carried by the Advisers; (iv) The Sub-Adviser will furnish the Advisers with certificates of insurance in forms and substance reasonably acceptable to the Advisers evidencing the coverages specified in paragraph 2(a)(iii) hereof and will provide notice of termination of such coverages, if any, to the Advisers and the Trust, all as promptly as reasonably possible. The Sub-Adviser will notify the Advisers promptly, and in any event within 10 business days, when the Sub-Adviser receives notice of any termination of the specified coverage; and (v) This Agreement has been duly authorized and executed by the Sub-Adviser. (b) Each Adviser represents and warrants to the Sub-Adviser as follows: (i) Each Adviser is registered under the Advisers Act; and (ii) Each Adviser and the Trust has duly authorized the execution of this Agreement by the Advisers.

Representations and Warranties of the Parties. (a) The Sub-Adviser represents and warrants to the Advisers Adviser as follows: (i) The Sub-Adviser is a registered investment adviser under the Advisers Act; (ii) The Form ADV that the Sub-Adviser has previously provided to the Advisers Adviser is a true and complete copy of the form as currently filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Advisers Adviser and the Trust with a complete copy of all subsequent amendments to its Form ADV; (iii) The Sub-Adviser will carry at all times professional errors and omissions liability insurance with carriers approved by the Advisers Adviser covering services provided hereunder by the Sub-Adviser in an appropriate amount, which insurance shall be primary to any insurance policy carried by the AdvisersAdviser; (iv) The Sub-Adviser will furnish the Advisers Adviser with certificates of insurance in forms and substance reasonably acceptable to the Advisers Adviser evidencing the coverages specified in paragraph 2(a)(iii) hereof and will provide notice of termination of such coverages, if any, to the Advisers Adviser and the Trust, all as promptly as reasonably possible. The Sub-Adviser will notify the Advisers Adviser promptly, and in any event within 10 business days, when the Sub-Adviser receives notice of any termination of the specified coverage; and (v) This Agreement has been duly authorized and executed by the Sub-Adviser. (b) Each The Adviser represents and warrants to the Sub-Adviser as follows: (i) Each The Adviser is registered under the Advisers Act; and (ii) Each of the Adviser and the Trust has duly authorized the execution of this Agreement by the AdvisersAdviser.

Representations and Warranties of the Parties. (a) The Sub-Adviser represents and warrants to the Advisers as follows: (i) The Sub-Adviser is a registered investment adviser under the Advisers Act; (ii) The Form ADV that the Sub-Adviser has previously provided to the Advisers is a true and complete copy of the form as currently filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Advisers and the Trust with a complete copy of all subsequent amendments to its Form ADV; (iii) The Sub-Adviser will carry at all times times, and with companies rated by A.M. Best Company with at least an A-VII rating, or its equivalent, professional errors and omissions liability insurance with carriers approved by the Advisers covering services provided hereunder by the Sub-Adviser in an appropriate amount, which insurance shall be primary to any insurance policy carried by the Advisers; (iv) The Sub-Adviser will furnish the Advisers with certificates of insurance in forms and substance reasonably acceptable to the Advisers evidencing the coverages specified in paragraph 2(a)(iii) hereof and will provide notice of termination of such coverages, if any, to the Advisers and the Trust, all as promptly as reasonably possible. The Sub-Adviser will notify the Advisers promptly, and in any event within 10 business days, when the Sub-Adviser receives notice of any termination of the specified coverage; and (v) This Agreement has been duly authorized and executed by the Sub-Adviser. (b) Each Adviser represents and warrants to the Sub-Adviser as follows: (i) Each Adviser is registered under the Advisers Act; and (ii) Each Adviser and the Trust has duly authorized the execution of this Agreement by the Advisers.

Representations and Warranties of the Parties. (a) The Sub-Adviser represents and warrants to the Advisers Adviser as follows: (i) The Sub-Adviser is a registered investment adviser under the Advisers Act; (ii) The Form ADV that the Sub-Adviser has previously provided to the Advisers Adviser is a true and complete copy of the form as currently filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Advisers Adviser and the Trust Fund with a complete copy of all subsequent amendments to its Form ADV; (iii) The Sub-Adviser will carry at all times professional errors and omissions liability insurance with carriers approved by the Advisers covering services provided hereunder by the Sub-Adviser in an appropriate amount, which insurance shall be primary to any insurance policy carried by the AdvisersAdviser; (iv) The Upon request, the Sub-Adviser will furnish the Advisers Adviser with certificates of insurance in forms and substance reasonably acceptable to the Advisers Adviser evidencing the coverages specified in paragraph 2(a)(iii) hereof and will provide notice of termination of such coverages, if any, to the Advisers Adviser and the TrustFund, all as promptly as reasonably possible. The Sub-Adviser will notify the Advisers Adviser promptly, and in any event within 10 business days, when the Sub-Adviser receives notice of any termination of the specified coverage; and (v) This Agreement has been duly authorized and executed by the Sub-Adviser. (b) Each The Adviser represents and warrants to the Sub-Adviser as follows: (i) Each The Adviser is registered under the Advisers Act; and (ii) Each of the Adviser and the Trust Fund has duly authorized the execution of this Agreement by the AdvisersAdviser.

Representations and Warranties of the Parties. (a) The Sub-Adviser represents and warrants to the Advisers Adviser as follows: (i) The Sub-Adviser is a registered investment adviser under the Advisers Act; (ii) The Form ADV that the Sub-Adviser has previously provided to the Advisers Adviser is a true and complete copy of the form as currently filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Advisers Adviser and the Trust with a complete copy of all subsequent amendments to its Form ADV; (iii) The Sub-Adviser will carry at all times professional agrees to maintain an appropriate level of errors and omissions or professional liability insurance with carriers approved by the Advisers covering services provided hereunder by the Sub-Adviser in an appropriate amount, which insurance shall be primary to any insurance policy carried by the Advisers; (iv) The Sub-Adviser will furnish the Advisers with certificates of insurance in forms and substance reasonably acceptable to the Advisers evidencing the coverages specified in paragraph 2(a)(iii) hereof and will provide notice of termination of such coverages, if any, to the Advisers and the Trust, all as promptly as reasonably possible. The Sub-Adviser will notify the Advisers promptly, and in any event within 10 business days, when the Sub-Adviser receives notice of any termination of the specified coverage; and (viv) This Agreement has been duly authorized and executed by the Sub-Adviser. (v) Sub-Adviser is not presently registered as a commodity trading advisor with the CFTC or as a member of the NFA, but Sub-Adviser represents that it shall register as a commodity trading advisor with the CFTC and as a member of the NFA by September 30, 2022. Sub-Adviser shall maintain such registration and membership in good standing during the term of this Agreement. Further, Sub-Adviser agrees to notify Adviser promptly upon (i) a statutory disqualification of Sub-Adviser under Sections 8a(2) or 8a(3) of the CEA, (ii) a suspension, revocation or limitation of Sub-Adviser’s commodity trading advisor or commodity pool operator registration or NFA membership, or (iii) the institution of an action or proceeding that could lead to a statutory disqualification under the CEA or an investigation by any governmental agency or self-regulatory organization of which Sub- Adviser is subject or has been advised it is a target (which investigation shall not include routine compliance examinations). (b) Each The Adviser represents and warrants to the Sub-Adviser as follows: (i) Each The Adviser is registered under the Advisers Act; and (ii) Each The Adviser and the Trust has duly authorized the execution of this Agreement by the AdvisersAdviser.

Representations and Warranties of the Parties. (a) The Sub-Adviser represents and warrants to the Advisers Adviser as follows: (i) The Sub-Adviser is a registered investment adviser under the Advisers Act; (ii) The Form ADV that the Sub-Adviser has previously provided to the Advisers Adviser is a true and complete copy of the form as currently filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Advisers Adviser and the Trust with a complete copy of all subsequent amendments to its Form ADV; (iii) The Sub-Adviser will carry at all times professional errors and omissions liability insurance with carriers approved by the Advisers covering services provided hereunder by the Sub-Adviser in an appropriate amount, which insurance shall be primary to any insurance policy carried by the AdvisersAdviser; (iv) The Sub-Adviser will furnish the Advisers Adviser with certificates of insurance in forms and substance reasonably acceptable to the Advisers Adviser evidencing the coverages specified in paragraph 2(a)(iii) hereof and will provide notice of termination of such coverages, if any, to the Advisers Adviser and the Trust, all as promptly as reasonably possible. The Sub-Adviser will notify the Advisers Adviser promptly, and in any event within 10 business days, when the Sub-Adviser receives notice of any termination of the specified coverage; and (v) This Agreement has been duly authorized and executed by the Sub-Adviser. (b) Each The Adviser represents and warrants to the Sub-Adviser as follows: (i) Each The Adviser is registered under the Advisers Act; and (ii) Each of the Adviser and the Trust has duly authorized the execution of this Agreement by the AdvisersAdviser.

Representations and Warranties of the Parties. (a) The Sub-Adviser a. Each Party represents and warrants to the other Party that: (i) The Party is registered with the SEC as an investment adviser under the Advisers Act of 1940, as followsamended and will continue to be so registered so long as this Agreement remains in effect; (ii) The Party is fully authorized under all applicable laws and regulations to enter into this Agreement and serve as an investment adviser to the Fund(s) and to perform the services described under this Agreement; and (iii) The execution, delivery and performance by the Party of this Agreement are within the Party’s powers and have been duly authorized by all necessary action and this Agreement is a valid and binding agreement of the Party; b. The Sub-Advisor represents and warrants to the Advisor and the Trust that: (i) The Sub-Adviser Advisor is a registered investment adviser fully authorized under all applicable law and regulation to serve as Sub-Advisor and perform the Advisers Actservices described under this Agreement; (ii) The Form ADV Sub-Advisor will immediately notify the Advisor of the occurrence of any event that would substantially impair the Sub-Adviser has previously provided Advisor’s ability to fulfill its commitment under this Agreement or disqualify the Advisers is a true and complete copy Sub-Advisor from serving as an investment adviser of an investment company pursuant to Section 9(a) of the form as currently filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading1940 Act. The Sub-Adviser Advisor will also promptly provide notify the Advisers Trust and the Trust with Advisor if it, a complete copy member of all subsequent amendments its executive management or portfolio manager for the Fund Assets is served or otherwise receives notice of any action, suit, proceeding or investigation, at law or in equity, before or by any court, government agency, self-regulatory organization, public board or body, involving the affairs of the Fund or relating to its Form ADV;the investment advisory services of the Sub-Advisor (other than any routine regulatory examinations); and (iii) The Sub-Adviser Advisor will carry at all times professional errors notify the Advisor immediately upon detection of (A) any material failure to manage the Fund in accordance with the Fund’s stated investment objectives, guidelines and omissions liability insurance with carriers approved by policies or any applicable law or regulation; or (B) any material breach of any of the Advisers covering services provided hereunder by Fund’s or the Sub-Adviser in an appropriate amountAdvisor’s policies, which insurance shall be primary to any insurance policy carried by the Advisers; (iv) The Sub-Adviser will furnish the Advisers with certificates of insurance in forms and substance reasonably acceptable guidelines or procedures relating to the Advisers evidencing the coverages specified in paragraph 2(a)(iii) hereof and will provide notice of termination of such coverages, if any, to the Advisers and the Trust, all as promptly as reasonably possible. The Sub-Adviser will notify the Advisers promptly, and in any event within 10 business days, when the Sub-Adviser receives notice of any termination of the specified coverage; and (v) This Agreement has been duly authorized and executed by the Sub-AdviserFund. (b) Each Adviser represents and warrants to the Sub-Adviser as follows: (i) Each Adviser is registered under the Advisers Act; and (ii) Each Adviser and the Trust has duly authorized the execution of this Agreement by the Advisers.

Representations and Warranties of the Parties. (a) The Sub-Adviser represents and warrants to the Advisers as follows: (i) The Sub-Adviser is a registered investment adviser under the Advisers Act; (ii) The Form ADV that the Sub-Adviser has previously provided to the Advisers is a true and complete copy of the form as currently filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly periodically provide the Advisers and the Trust with a complete copy of all subsequent amendments to its Form ADV; (iii) The Sub-Adviser will carry at all times professional errors and omissions liability insurance with carriers approved by the Advisers covering services provided hereunder by the Sub-Adviser in an appropriate amount, which insurance shall be primary to any insurance policy carried by the Advisers; (iv) The Sub-Adviser will furnish the Advisers with certificates of insurance in forms and substance reasonably acceptable to the Advisers evidencing the coverages specified in paragraph 2(a)(iii) hereof and will provide notice of termination of such coverages, if any, to the Advisers and the Trust, all as promptly as reasonably possible. The Sub-Adviser will notify the Advisers promptly, and in any event within 10 business days, when the Sub-Adviser receives notice of any termination of the specified coverage; and (v) This Agreement has been duly authorized and executed by the Sub-Adviser. (b) Each Adviser represents and warrants to the Sub-Adviser as follows: (i) Each Adviser is registered under the Advisers Act; and (ii) Each Adviser and the Trust has duly authorized the execution of this Agreement by the Advisers.

Representations and Warranties of the Parties. (a) The Sub-Adviser represents and warrants to the Advisers as follows: (i) The Sub-Adviser is a registered investment adviser under the Advisers Act; (ii) The Form ADV that the Sub-Adviser has previously provided to the Advisers is a true and complete copy of the form as currently filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Advisers and the Trust with a complete copy of all subsequent amendments to its Form ADV; (iii) The Sub-Adviser will carry at all times professional errors and omissions liability insurance with carriers approved by the Advisers consistent with industry practice covering services provided hereunder by the Sub-Adviser in an appropriate amount, which insurance shall be primary to any insurance policy carried by the Advisers; (iv) The Sub-Adviser will furnish the Advisers with certificates of insurance in forms and substance reasonably acceptable to the Advisers evidencing the coverages specified in paragraph 2(a)(iii) hereof and will provide notice of termination of such coverages, if any, to the Advisers and the Trust, all as promptly as reasonably possible. The Sub-Adviser will notify the Advisers promptly, and in any event within 10 business days, when the Sub-Adviser receives notice of any termination of the specified coverage; and (v) This Agreement has been duly authorized and executed by the Sub-Adviser. (b) Each Adviser represents and warrants to the Sub-Adviser as follows: (i) Each Adviser is registered under the Advisers Act; and (ii) Each Adviser and the Trust has duly authorized the execution of this Agreement by the Advisers.

Representations and Warranties of the Parties. (a) The Sub-Adviser represents and warrants to the Advisers Adviser as follows: (i) The Sub-Adviser is a registered investment adviser under the Advisers Act; (ii) The Form ADV that the Sub-Adviser has previously provided to the Advisers Adviser is a true and complete copy of the form as currently filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Advisers Adviser and the Trust with a complete copy of all material subsequent amendments to its Form ADVADV Part 1 and material subsequent amendments to its Form ADV Parts 2A and 2B; (iii) The Sub-Adviser will carry at all times professional errors and omissions liability insurance with carriers approved by the Advisers covering services provided hereunder by the Sub-Adviser in an appropriate amount, which insurance shall be primary to any insurance policy carried by the AdvisersAdviser; (iv) The Sub-Adviser will furnish the Advisers Adviser with certificates of insurance in forms and substance reasonably acceptable to the Advisers Adviser evidencing the coverages specified in paragraph 2(a)(iii) hereof and will provide notice of termination of such coverages, if any, to the Advisers Adviser and the Trust, all as promptly as reasonably possible. The Sub-Adviser will notify the Advisers Adviser promptly, and in any event within 10 business days, when the Sub-Adviser receives notice of any termination of the specified coverage; and (v) This Agreement has been duly authorized and executed by the Sub-Adviser. (b) Each The Adviser represents and warrants to the Sub-Adviser as follows: (i) Each The Adviser is registered under the Advisers Act; and (ii) Each of the Adviser and the Trust has duly authorized the execution of this Agreement by the AdvisersAdviser; and (iii) The Fund is a “qualified institutional buyer” as defined in Rule 144A under the U.S. Securities Act of 1933, as amended.

Representations and Warranties of the Parties. (a) The Sub-Adviser represents and warrants to the Advisers as follows: (i) The Sub-Adviser is a registered investment adviser under the Advisers Act; (ii) The Form ADV that the Sub-Adviser has previously provided to the Advisers is a true and complete copy of the form as currently filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly periodically provide the Advisers and the Trust with a complete copy of all subsequent amendments to its Form ADV; (iii) The Sub-Adviser will carry at all times professional errors and omissions liability insurance with carriers approved by the Advisers covering services provided hereunder by the Sub-Adviser in an appropriate amount, which insurance shall be primary to any insurance policy carried by the Advisers; (iv) The Sub-Adviser will furnish the Advisers with certificates of insurance in forms and substance reasonably acceptable to the Advisers evidencing the coverages specified in paragraph 2(a)(iii) hereof and annually and upon request will provide notice of termination verification of such coverages, if any, to the Advisers and the Trust, all as promptly as reasonably possible. The Sub-Adviser will notify the Advisers promptly, and in any event within 10 business days, when the Sub-Adviser receives notice of any termination of the specified coverage; and (v) This Agreement has been duly authorized and executed by the Sub-Adviser. (b) Each Adviser represents and warrants to the Sub-Adviser as follows: (i) Each Adviser is registered under the Advisers Act; and (ii) Each Adviser and the Trust has duly authorized the execution of this Agreement by the Advisers.

Representations and Warranties of the Parties. (a) The Sub-Trading Adviser represents and warrants to the Advisers Adviser as follows: (i) The Sub-the Trading Adviser is a registered investment adviser under CTA with the Advisers ActCFTC; (ii) The Form ADV that the Sub-Adviser has previously provided to the Advisers is a true and complete copy of the form as currently filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Advisers and the Trust with a complete copy of all subsequent amendments to its Form ADV; (iii) The Sub-Trading Adviser will carry at all times professional errors and omissions liability insurance with carriers an insurer approved by the Advisers Trading Adviser covering services provided hereunder by the Sub-Trading Adviser in an appropriate amount, which insurance shall be primary to any insurance policy carried amount that is commercially reasonable and necessary in light of the services provided by the AdvisersTrading Adviser; (iviii) The Sub-the Trading Adviser will furnish the Advisers Adviser with certificates evidence of insurance in forms and substance reasonably acceptable to the Advisers evidencing the coverages coverage specified in paragraph 2(a)(iii4(a)(ii) hereof and will provide notice of termination of such coverages, if any, to the Advisers Adviser and the TrustFund, all as promptly as reasonably possible. The Sub-Adviser will notify the Advisers promptly, and in any event within 10 business days, when the Sub-Adviser receives notice of any termination of the specified coverage; and (viv) This this Agreement has been duly authorized and executed by the Sub-Trading Adviser. (b) Each The Adviser represents and warrants to the Sub-Trading Adviser as follows: (i) Each the Adviser is registered under the Advisers Act; and; (ii) Each the Portfolio is registered with the CFTC as a 4.12(c)(3) exempted commodity pool; (iii) the Company is registered with the CFTC as a 4.7 exempted commodity pool; (iv) the Onshore LLC is registered with the CFTC as a 4.7 exempted commodity pool; (v) the Allocated Assets are not assets of (1) an “employee benefit plan” as defined in and subject to the fiduciary responsibility provisions of the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (2) a “plan” as defined in and subject to Section 4975 of the U.S. Internal Revenue Code of 1986, as amended, or (3) an entity that holds “plan assets” as defined in Section 3(42) of ERISA; (vi) each of the Adviser and the Trust Fund has duly authorized the execution of this Agreement by the AdvisersAdviser; (vii) all marketing, distribution, solicitations and other activities by it and its associates on behalf of or related to the Fund have been and shall be conducted in all respects in accordance with Applicable Law; (viii) the marketing materials do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (ix) all of the assets of the Fund are owned by the Fund free of lien and encumbrance and no other person shall have any interest in any portion of the Managed Account save as otherwise provided in this Agreement or as notified in writing by the Fund or the Adviser from time to time; (x) all of the information and documentation provided to the Trading Adviser in connection with this Agreement is true and accurate in all material respects; (xi) the Portfolio is a “qualified eligible person” (“QEP”) as defined in Regulation 4.7 under the US Commodity Exchange Act (the “CEA”). The Portfolio consents to being treated as an exempt account under CFTC Regulation 4.7(c); (xii) the Portfolio is an “eligible contract participant” within the meaning of Section 1a(18) of the CEA; and (xiii) the Portfolio is a “qualified institutional buyer” within the meaning of Rule 144A of the US Securities Act of 1933, as amended. (c) Each party agrees to notify the other promptly in writing in the event that any of the representations above cease to be accurate or complete in any material respect.

Representations and Warranties of the Parties. (a) The Sub-Adviser represents and warrants to the Advisers Adviser as follows: (i) The Sub-Adviser is a registered investment adviser under the Advisers Act; (ii) The Form ADV that the Sub-Adviser has previously provided to the Advisers Adviser is a true and complete copy of the form as currently filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Advisers Adviser and the Trust Fund with a complete copy of all subsequent amendments to its Form ADV; (iii) The Sub-Adviser will carry at all times professional errors and omissions liability insurance with carriers approved by the Advisers covering services provided hereunder by the Sub-Adviser in an appropriate amount, which insurance shall be primary to any insurance policy carried by the AdvisersAdviser; (iv) The Upon request, the Sub-Adviser will furnish the Advisers Adviser with certificates of insurance in forms and substance reasonably acceptable to the Advisers Adviser evidencing the coverages specified in paragraph 2(a)(iii) hereof and will provide notice of termination of such coverages, if any, to the Advisers Adviser and the TrustFund, all as promptly as reasonably possible. The Sub-Adviser will notify the Advisers Adviser promptly, and in any event within 10 business days, when the Sub-Adviser receives notice of any termination of the specified coverage; and (v) This Agreement has been duly authorized and executed by the Sub-Adviser. (b) Each The Adviser represents and warrants to the Sub-Adviser as follows: (i) Each The Adviser is registered under the Advisers Act; and; (ii) Each The Adviser and the Trust Fund have obtained approval of this Agreement from the shareholders of the Fund or are exempt from the requirement to obtain such approval, and (iii) Each of the Adviser and the Fund has duly authorized the execution of this Agreement by the AdvisersAdviser.

Representations and Warranties of the Parties. (a) The Sub-Adviser Advisor represents and warrants to the Advisers Advisor as follows: (i) The i. the Sub-Adviser Advisor is a corporation duly organized, validly existing, and in good standing under the laws of the State of New Jersey and is fully authorized to enter into this Agreement and carry out its duties and obligations hereunder; ii. the Sub-Advisor is registered as an investment adviser with the SEC under the Advisers Act, shall maintain such registration in effect at all times during the term of this Agreement, and shall notify the Advisor immediately if the Sub-Advisor ceases to be so registered; iii. the Sub-Advisor has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Trust with a copy of that code, together with evidence of its adoption. The Sub-Advisor will, within 20 days of the end of each calendar quarter during which this Agreement remains in effect, cause the chief compliance officer of the Sub-Advisor to certify to the Trust that the Sub-Advisor has complied with the requirements of Rule 17j-1 (iias amended from time to time) The during the previous quarter and that there have been no violations of the Sub-Advisor’s code of ethics or, if such a violation has occurred, that appropriate action has been taken in response to such violation. Upon written request of the Trust, the Advisor shall permit representatives of the Trust to examine the reports (or summaries of the reports) required to be made to the Advisor by Rule 17j-1(c)(1)and other records evidencing enforcement of the code of ethics; and iv. the Form ADV that the Sub-Adviser Advisor has previously provided to the Advisers Advisor is a true and complete copy of the form as currently filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser Advisor will promptly provide the Advisers Advisor and the Trust with a complete copy of all subsequent amendments to its Form ADV;. (iiib) The Sub-Adviser will carry at all times professional errors and omissions liability insurance with carriers approved by the Advisers covering services provided hereunder by the Sub-Adviser in an appropriate amount, which insurance shall be primary to any insurance policy carried by the Advisers; (iv) The Sub-Adviser will furnish the Advisers with certificates of insurance in forms and substance reasonably acceptable to the Advisers evidencing the coverages specified in paragraph 2(a)(iii) hereof and will provide notice of termination of such coverages, if any, to the Advisers and the Trust, all as promptly as reasonably possible. The Sub-Adviser will notify the Advisers promptly, and in any event within 10 business days, when the Sub-Adviser receives notice of any termination of the specified coverage; and (v) This Agreement has been duly authorized and executed by the Sub-Adviser. (b) Each Adviser Advisor represents and warrants to the Sub-Adviser Advisor as follows: (i) Each Adviser i. the Advisor is a corporation duly organized, validly existing, and in good standing under the laws of the State of Illinois and is fully authorized to enter into this Agreement and carry out its duties and obligations hereunder; and ii. the Advisor is registered as an investment adviser with the SEC under the Advisers Act; and (ii) Each Adviser and , shall maintain such registration in effect at all times during the Trust has duly authorized the execution term of this Agreement by Agreement, and shall notify the AdvisersSub-Advisor immediately if the Advisor ceases to be so registered.

Representations and Warranties of the Parties. (a) The Sub-Adviser represents and warrants to the Advisers Adviser as follows: (i) The Sub-Adviser is a registered investment adviser under the Advisers Act; (ii) The Form ADV that the Sub-Adviser has previously provided to the Advisers Adviser is a true and complete copy of the form as currently filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. . The Sub-Adviser will promptly provide the Advisers Adviser and the Trust with a complete copy of all subsequent amendments to its Form ADV; (iii) The Sub-Adviser will carry at all times professional errors and omissions liability insurance with carriers approved by the Advisers Adviser covering services provided hereunder by the Sub-Adviser in an appropriate amount, which insurance shall be primary to any insurance policy carried by the AdvisersAdviser; (iv) The Sub-Adviser will furnish the Advisers Adviser with certificates of insurance in forms and substance reasonably acceptable to the Advisers Adviser evidencing the coverages specified in paragraph 2(a)(iii) hereof and will provide notice of termination of such coverages, if any, to the Advisers Adviser and the Trust, all as promptly as reasonably possible. The Sub-Adviser will notify the Advisers Adviser promptly, and in any event within 10 business days, when the Sub-Adviser receives notice of any termination of the specified coverage; and (v) This Agreement has been duly authorized and executed by the Sub-Adviser. (b) Each The Adviser represents and warrants to the Sub-Adviser as follows: (i) Each The Adviser is registered as an investment adviser under the Advisers Act; and; (ii) Each of the Adviser and the Trust has duly authorized the execution of this Agreement by the AdvisersAdviser; (iii) The Adviser represent that the execution of this Agreement is in compliance with the terms and conditions of any exemptive order issued by the SEC.

Representations and Warranties of the Parties. (a) The Sub-Adviser represents and warrants to the Advisers Adviser as follows: (i) The Sub-Adviser is a registered investment adviser under the Advisers Act; (ii) The Form ADV that the Sub-Adviser has previously provided to the Advisers Adviser is a true and complete copy of the form as currently filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Advisers Adviser and the Trust with a complete copy of all subsequent amendments to its Form ADV; (iii) The Sub-Adviser will carry at all times professional errors and omissions liability insurance with carriers approved by reasonably acceptable to the Advisers Adviser covering services provided hereunder by the Sub-Adviser in an appropriate a commercially reasonable amount, which insurance shall be primary to any insurance policy carried by the AdvisersAdviser; (iv) The Sub-Adviser will furnish the Advisers Adviser with certificates of insurance in forms and substance reasonably acceptable to the Advisers Adviser evidencing the coverages specified in paragraph 2(a)(iii) hereof and will provide notice of termination of such coverages, if any, to the Advisers Adviser and the Trust, all as promptly as reasonably possible. The Sub-Adviser will notify the Advisers Adviser promptly, and in any event within 10 business days, when the Sub-Adviser receives notice of any termination of the specified coverage; and (v) This Agreement has been duly authorized and executed by the Sub-Adviser. (b) Each The Adviser represents and warrants to the Sub-Adviser as follows: (i) Each The Adviser is registered under the Advisers Act; and (ii) Each of the Adviser and the Trust has duly authorized the execution of this Agreement by the AdvisersAdviser. (iii) The Trust is duly formed and in good standing under the laws of the state in which it is organized.

Representations and Warranties of the Parties. (a) The Sub-Adviser Trader represents and warrants to the Advisers Adviser as follows: (i) The Sub-Adviser Trader is a registered investment adviser under CTA with the Advisers ActCFTC; (ii) The Form ADV that the Sub-Adviser has previously provided to the Advisers is a true and complete copy of the form as currently filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Advisers and the Trust with a complete copy of all subsequent amendments to its Form ADV; (iii) The Sub-Adviser Trader will carry at all times professional errors and omissions liability insurance with carriers approved by the Advisers Trader covering services provided hereunder by the Sub-Adviser Trader in an appropriate amount, which insurance shall be primary to any insurance policy carried as determined by the AdvisersTrader in its discretion; (iviii) The Sub-Adviser Trader will furnish the Advisers Adviser with certificates of insurance in forms and substance reasonably acceptable to the Advisers Adviser evidencing the coverages specified in paragraph 2(a)(iii2(a)(ii) hereof and will provide notice of termination of such coverages, if any, to the Advisers Adviser and the TrustFund, all as promptly as reasonably possible. The Sub-Adviser Trader will notify the Advisers Adviser promptly, and in any event within 10 business days, when the Sub-Adviser Trader receives notice of any termination of the specified coverage; and (viv) This Agreement has been duly authorized and executed by the Sub-AdviserTrader. (b) Each The Adviser represents and warrants to the Sub-Adviser Trader as follows: (i) Each The Adviser is registered under the Advisers Act; and (ii) Each of the Adviser and the Trust Fund has duly authorized the execution of this Agreement by the AdvisersAdviser. (c) The Fund, on behalf of the Portfolio, represents and warrants to the Trader as follows: (i) The Portfolio has duly authorized the execution of this Agreement; (ii) The execution, delivery and performance of this Agreement by the Portfolio do not violate the Portfolio’s governing documents nor any obligation by which the Portfolio or any of its property is bound, whether arising by contract, operation of law or otherwise; (iii) The Portfolio is a “qualified eligible person” as that term is defined in CFTC Regulation 4.7 and consents to being treated as an exempt account under CFTC Rule 4.7(c); (iv) The Portfolio is an ‘eligible contract participant’ (as such term is defined in Section 1(a)(18) of the Commodity Exchange Act); and (v) The Portfolio has read and understood the Disclosure Document (as defined in the Supplemental Trading Agreement), including the Risk Disclosure Statement contained therein, and will read amendments thereto when provided by the Trader, and is aware of the risks inherent in the Investment Program (as defined in the Supplement Trading Agreement) including, without limitation, the risks inherent in trading the financial instruments envisaged in the Investment Program and the Investment Restrictions (as defined in the Supplemental Trading Agreement). (d) The Subsidiary represents and warrants to the Trader as follows: (i) The Subsidiary has duly authorized the execution of this Agreement; (ii) The execution, delivery and performance of this Agreement by the Subsidiary do not violate the Subsidiary’s governing documents nor any obligation by which the Subsidiary or any of its property is bound, whether arising by contract, operation of law or otherwise; (iii) The Subsidiary is a “qualified eligible person” as that term is defined in CFTC Regulation 4.7 and consents to being treated as an exempt account under CFTC Rule 4.7(c); (iv) The Subsidiary is an ‘eligible contract participant’ (as such term is defined in Section 1(a)(18) of the Commodity Exchange Act); and (v) The Subsidiary has read and understood the Disclosure Document (as defined in the Supplemental Trading Agreement), including the Risk Disclosure Statement contained therein, and will read amendments thereto when provided by the Trader, and is aware of the risks inherent in the Investment Program (as defined in the Supplement Trading Agreement) including, without limitation, the risks inherent in trading the financial instruments envisaged in the Investment Program and the Investment Restrictions (as defined in the Supplemental Trading Agreement). Each party agrees to notify the other immediately in writing in the event that any of the representations above cease to be true.

Representations and Warranties of the Parties. (a) The Sub-Adviser represents and warrants to the Advisers as follows: (i) The Sub-Adviser is a registered investment adviser under the Advisers Act; (ii) The Form ADV that the Sub-Adviser has previously provided to the Advisers is a true and complete copy of the form as currently filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Advisers and the Trust with a complete copy of all subsequent amendments to its Form ADV; (iii) The Sub-Adviser will carry at all times professional errors and omissions liability insurance with carriers approved by the Advisers covering services provided hereunder by the Sub-Adviser in an appropriate amount, which insurance shall be primary to any insurance policy carried by the Advisers; (iv) The Upon request, the Sub-Adviser will furnish the Advisers with certificates of insurance in forms and substance reasonably acceptable to the Advisers evidencing the coverages specified in paragraph 2(a)(iii) hereof and will provide notice of termination of such coverages, if any, to the Advisers and the Trust, all as promptly as reasonably possible. The Sub-Adviser will notify the Advisers promptly, and in any event within 10 business days, when the Sub-Adviser receives notice of any termination of the specified coverage; and (v) This Agreement has been duly authorized and executed by the Sub-Adviser. (b) Each Adviser represents and warrants to the Sub-Adviser as follows: (i) Each Adviser is registered under the Advisers Act; and (ii) Each Adviser and the Trust has duly authorized the execution of this Agreement by the Advisers.

Representations and Warranties of the Parties. (a) The Sub-Adviser represents and warrants to the Advisers Adviser as follows: (i) The Sub-Adviser is a registered investment adviser under the Advisers Act; (ii) The Form ADV that the Sub-Adviser has previously provided to the Advisers Adviser is a true and complete copy of the form as currently filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Advisers Adviser and the Trust with a complete copy of all subsequent amendments to its Form ADV; (iii) The Sub-Adviser will carry at all times professional errors and omissions liability insurance with carriers approved by the Advisers Adviser covering services provided hereunder by the Sub-Adviser in an appropriate amount, which insurance shall be primary to any insurance policy carried by the AdvisersAdviser; (iv) The Sub-Adviser will furnish the Advisers Adviser with certificates of insurance in forms and substance reasonably acceptable to the Advisers Adviser evidencing the coverages specified in paragraph 2(a)(iii) hereof and will provide notice of termination of such coverages, if any, to the Advisers Adviser and the Trust, all as promptly as reasonably possible. The Sub-Adviser will notify the Advisers Adviser promptly, and in any event within 10 business days, when the Sub-Adviser receives notice of any termination of the specified coverage; and (v) This Agreement has been duly authorized and executed by the Sub-Adviser. (vi) The Sub-Adviser will comply with the requirements of the Advisers Act and the 1940 Act with respect to the Fund and it and MBAGLI will maintain books’ and records in compliance with the Advisers Act as well as the 1940 Act. The Sub-Adviser and MBAGLI will maintain staff trading records (code of ethics) for all “access persons” who provide advice to the Fund. (vii) Upon receipt of an administrative subpoena, demand or request for voluntary cooperation, the Sub-Adviser and MBAGLI will promptly (i) provide to the SEC or its staff any and all books and records undertaken to be kept in the SEC’s Unibanco line of no-action letters (“Letters”) and under non-United States (“US”) law, and (ii) make available for testimony before, or other questioning by, the SEC or its staff any and all of its personnel, including clerical and ministerial personnel, at such place designated by the SEC. MBAGLI will authorize all personnel to testify about all advice given to the Fund and any related transactions and MBAGLI will not contest the validity of an administrative subpoena for testimony or documents under any laws or regulations other than those of the US. MBAGLI will submit to the jurisdiction of the US courts for actions arising under US federal securities laws in connection with advice provided to the Fund and will designate and appoint a US agent for service of process (and appoint a successor US agent if the agent is discharged or unable or unwilling to serve on behalf of MBAGLI at any time until at least 6 years have elapsed since the date of the last investment advisory activity of the Sub-Adviser). (viii) The Sub-Adviser has listed in its Form ADV all directors and each portfolio manager of the Sub-Adviser who provides investment advice to the Fund and the names and any other required information of all persons and participating affiliates involved in producing or having access to investment advice for or on behalf of the Fund. (ix) The Sub-Adviser will comply with the communications to client requirements of the Letters. (x) The Sub-Adviser deems each of MBAGLI and its employees, including research analysts, whose duties relate to the decisions and recommendations that the Sub-Adviser makes to the Fund, or who has access to information regarding securities recommendations to the Fund prior to effective dissemination of the recommendations, as an “associated person” and an “access person” under the Advisers Act and will treat as “access persons” employees of MBAGLI who maintain or have access to the Sub-Adviser’s records. (xi) Communications with the Adviser’s personnel or Fund management will be clear that any dual employees are providing advice on behalf of the Sub-Adviser and not MBAGLI and that they are acting in their capacity as employees of the Sub-Adviser and not MBAGLI. (xii) The Sub-Adviser has disclosed, if applicable, that its participating affiliates, including MBAGLI, may recommend to their clients or invest on behalf of their clients, securities that are the subject of recommendations to, or trading on behalf of the Fund. (xiii) If there are any other participating affiliates of the Sub-Adviser who are unregistered under the Advisers Act but are providing investment advice through the Sub-Adviser to the Fund, the representations set forth above regarding MBAGLI will be made by the participating affiliate. (b) Each The Adviser represents and warrants to the Sub-Adviser as follows: (i) Each The Adviser is registered under the Advisers Act; and (ii) Each of the Adviser and the Trust has duly authorized the execution of this Agreement by the AdvisersAdviser.

Representations and Warranties of the Parties. (a) The Sub-Adviser represents and warrants to the Advisers Adviser as follows: (i) The Sub-Adviser is a registered investment adviser under the Advisers Act; (ii) The Form ADV that the Sub-Adviser has previously provided to the Advisers Adviser is a true and complete copy of the form as currently filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Advisers Adviser and the Trust Fund with a complete copy of all subsequent amendments to its Form ADV; (iii) The Sub-Adviser will carry at all times professional errors and omissions liability insurance with carriers approved by the Advisers Adviser covering services provided hereunder by the Sub-Adviser in an appropriate amount, which insurance shall be primary to any insurance policy carried by the AdvisersAdviser; (iv) The Upon request, the Sub-Adviser will furnish the Advisers Adviser with certificates of insurance in forms and substance reasonably acceptable to the Advisers Adviser evidencing the coverages specified in paragraph 2(a)(iii) hereof and will provide notice of termination of such coverages, if any, to the Advisers Adviser and the TrustFund, all as promptly as reasonably possible. The Sub-Adviser will notify the Advisers Adviser promptly, and in any event within 10 business days, when the Sub-Adviser receives notice of any termination of the specified coverage; and (v) This Agreement has been duly authorized and executed by the Sub-Adviser. (b) Each The Adviser represents and warrants to the Sub-Adviser as follows: (i) Each The Adviser is registered under the Advisers Act; and (ii) Each of the Adviser and the Trust Fund has duly authorized the execution of this Agreement by the AdvisersAdviser.

Representations and Warranties of the Parties. (a) The Sub-Adviser represents and warrants to the Advisers Adviser as follows: (i) The Sub-Adviser is a registered investment adviser under the Advisers Act; (ii) The Form ADV that the Sub-Adviser has previously provided to the Advisers Adviser is a true and complete copy of the form as currently filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Advisers Adviser and the Trust with a complete copy of all subsequent amendments to its Form ADV; (iii) The Sub-Adviser will carry at all times professional errors and omissions liability insurance with carriers approved by the Advisers Adviser covering services provided hereunder by the Sub-Adviser in an appropriate amount, which insurance shall be primary to any insurance policy carried by the AdvisersAdviser; (iv) The Sub-Adviser will furnish the Advisers Adviser with certificates of insurance in forms and substance reasonably acceptable to the Advisers Adviser evidencing the coverages specified in paragraph 2(a)(iii) hereof and will provide notice of termination of such coverages, if any, to the Advisers Adviser and the Trust, all as promptly as reasonably possible. The Sub-Adviser will notify the Advisers Adviser promptly, and in any event within 10 business days, when the Sub-Adviser receives notice of any termination of the specified coverage; and (v) This Agreement has been duly authorized and executed by the Sub-Adviser. (b) Each The Adviser represents and warrants to the Sub-Adviser as follows: (i) Each The Adviser is registered under the Advisers Act; and (ii) Each The Adviser and the Trust has duly authorized the execution of this Agreement by the AdvisersAdviser.

Representations and Warranties of the Parties. (a) The Sub-Adviser represents and warrants to the Advisers Adviser as follows: (i) The Sub-Adviser is a registered investment adviser under the Advisers Act; (ii) The Form ADV that the Sub-Adviser has previously provided to the Advisers Adviser is a true and complete copy of the form as currently filed with the SEC, and the information contained therein is accurate and complete in all material respects respects, and does not omit to state contain misstatements of or omissions concerning any material fact facts necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly immediately provide the Advisers Adviser and the Trust with a complete copy of any and all subsequent amendments to its Form ADV;; the Adviser reserves the right to immediately terminate this Agreement without recourse or any obligation to the Sub-Adviser in the event said complete and accurate Form ADV is not provided to the Adviser, and/or Form ADV is not updated by the Sub-Adviser and provided to the Adviser, and/or in the event any information contained in the Form ADV is discovered by the Adviser to be inaccurate, incomplete, contains misstatements of or omissions concerning material facts. (iii) The Sub-Adviser will carry at all times professional agrees to maintain an errors and omissions (or professional liability insurance with carriers approved by coverage) that must cover the Advisers covering services provided hereunder by Sub-Advisor’s duties and activities set forth in this Agreement, in the minimum amount of Five Million ($5,000,000) . In the event the Sub-Adviser is unable to procure said insurance (or subsequently becomes unable to procure said insurance), Sub-Adviser shall immediately notify the Adviser; the Adviser reserves the right to immediately terminate this Agreement without recourse or any obligation to the Sub-Adviser in an appropriate amount, which the event said insurance shall is not procured and/or not verified by proof of coverage to be primary to any insurance policy carried in place by the Advisers;Sub-Adviser; and, (iv) The Sub-Adviser will furnish the Advisers with certificates of insurance in forms and substance reasonably acceptable to the Advisers evidencing the coverages specified in paragraph 2(a)(iii) hereof and will provide notice of termination of such coverages, if any, to the Advisers and the Trust, all as promptly as reasonably possible. The Sub-Adviser will notify the Advisers promptly, and in any event within 10 business days, when the Sub-Adviser receives notice of any termination of the specified coverage; and (v) This Agreement has been duly reviewed, acknowledged and accepted by the appropriate authorized and executed by representative of the Sub-Adviser. (b) Each The Adviser represents and warrants to the Sub-Adviser as follows: (i) Each The Adviser is registered under the Advisers Act; and (ii) Each The Adviser and the Trust has duly authorized the execution of this Agreement by the AdvisersAdviser.

Representations and Warranties of the Parties. (a) The Sub-Adviser represents and warrants to the Advisers Adviser as follows: (i) The Sub-Adviser is a registered investment adviser under the Advisers Act; (ii) The Form ADV that the Sub-Adviser has previously provided to the Advisers Adviser is a true and complete copy of the form as currently filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Advisers Adviser and the Trust with a complete copy of all subsequent amendments to its Form ADV; (iii) The Sub-Adviser will carry at all times professional errors and omissions liability insurance with carriers approved by the Advisers covering services provided hereunder by the Sub-Adviser in an appropriate amount, which insurance shall be primary to any insurance policy carried by the AdvisersAdviser; (iv) The Sub-Adviser will furnish the Advisers Adviser upon request with certificates of insurance in forms and substance reasonably acceptable to the Advisers Adviser evidencing the coverages specified in paragraph 2(a)(iii) hereof and will provide notice of termination of such coverages, if any, to the Advisers Adviser and the Trust, all as promptly as reasonably possible. The Sub-Adviser will notify the Advisers Adviser promptly, and in any event within 10 business days, when the Sub-Adviser receives notice of any termination of the specified coverage; and (v) This Agreement has been duly authorized and executed by the Sub-Adviser. (b) Each The Adviser represents and warrants to the Sub-Adviser as follows: (i) Each The Adviser is registered under the Advisers Act; and; (ii) Each of the Adviser and the Trust has duly authorized the execution of this Agreement by the AdvisersAdviser; and (iii) The Adviser has received and read a copy of the Emerging Markets Risk Disclosure Statement provided by the Sub-Adviser to the Adviser by email on 1 February 2017. The Adviser acknowledges that it understands the high degree of risk involved in making investments in emerging markets, and believes that the investments to be made in respect to the Fund are suitable based upon the Fund’s overall investment objective and policies.

Representations and Warranties of the Parties. (a) The Sub-Adviser represents and warrants to the Advisers as follows: (i) : The Sub-Adviser is a registered investment adviser under the Advisers Act; (ii) ; The Form ADV that the Sub-Adviser has previously provided to the Advisers is a true and complete copy of the form as currently filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Advisers and the Trust with a complete copy of all subsequent amendments to its Form ADV; (iii) ; The Sub-Adviser will carry at all times professional errors and omissions liability insurance with carriers approved by the Advisers covering services provided hereunder by the Sub-Adviser in an appropriate amount, which insurance shall be primary amount with carriers acceptable to any insurance policy carried by the Advisers; (iv) ; The Sub-Adviser will furnish the Advisers with certificates of insurance in forms and substance reasonably acceptable to the Advisers evidencing the coverages specified in paragraph 2(a)(iii) hereof and will provide notice of termination of such coverages, if any, to the Advisers and the Trust, all as promptly as reasonably possible. The Sub-Adviser will notify the Advisers promptly, and in any event within 10 business days, when the Sub-Adviser receives notice of any termination of the specified coverage; and (v) and This Agreement has been duly authorized and executed by the Sub-Adviser. (b) . Each Adviser represents and warrants to the Sub-Adviser as follows: (i) : Each Adviser is registered under the Advisers Act; and (ii) and Each Adviser and the Trust has duly authorized the execution of this Agreement by the Advisers.

Representations and Warranties of the Parties. (a) The Sub-Adviser represents and warrants to the Advisers as follows: (i) The Sub-Adviser is a registered investment adviser under the Advisers Act; (ii) The Form ADV that the Sub-Adviser has previously provided to the Advisers is a true and complete copy of the form as currently filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Advisers and the Trust with a complete copy of all subsequent amendments to its Form ADV; (iii) The Sub-Adviser will carry at all times professional errors and omissions liability insurance with carriers approved by the Advisers covering services provided hereunder by the Sub-Adviser in an appropriate amount, which insurance shall be primary to any insurance policy carried by the Advisers; (iv) The Sub-Adviser will furnish the Advisers with certificates of insurance in forms and substance reasonably acceptable to the Advisers evidencing maintain the coverages specified in paragraph 2(a)(iii) hereof and will provide notice of termination of such coverages, if any, to the Advisers and the Trust, all as promptly as reasonably possible. The Sub-Adviser will notify the Advisers promptly, and in any event within 10 business days, when the Sub-Adviser receives notice of any termination of the specified coverage; and (v) This Agreement has been duly authorized and executed by the Sub-Adviser. (b) Each Adviser represents and warrants to the Sub-Adviser as follows: (i) Each Adviser is registered under the Advisers Act; and (ii) Each Adviser and the Trust has duly authorized the execution of this Agreement by the Advisers.

Representations and Warranties of the Parties. (a) The Sub-Adviser represents and warrants to the Advisers as follows: (i) The Sub-Adviser is a registered investment adviser under the Advisers Act; (ii) The Form ADV that the Sub-Adviser has previously provided to the Advisers is a true and complete copy of the form as currently filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Advisers and the Trust with a complete copy of all subsequent amendments to its Form ADV; (iii) The Sub-Adviser will carry at all times professional errors and omissions liability insurance with carriers approved by the Advisers covering services provided hereunder by the Sub-Adviser in an appropriate amount, which insurance shall be primary to any insurance policy carried by the Advisers; (iv) The Sub-Adviser will furnish the Advisers with certificates of insurance in forms and substance reasonably acceptable to the Advisers evidencing the coverages specified in paragraph 2(a)(iii) hereof and will provide notice of termination of such coverages, if any, to the Advisers and the Trust, all as promptly as reasonably possible. The Sub-Adviser will notify the Advisers promptly, and in any event within 10 business days, when the Sub-Adviser receives notice of any termination of the specified coverage; and (v) This Agreement has been duly authorized and executed by the Sub-Adviser. (b) Each Adviser represents and warrants to the Sub-Adviser as follows: (i) Each Adviser is registered under the Advisers Act; and (ii) Each This Agreement is valid and each Adviser and the Trust has duly authorized the execution of this Agreement by the Advisers.

Representations and Warranties of the Parties. (a) The Sub-Adviser represents and warrants to the Advisers Adviser as follows: (i) The Sub-Adviser is a registered investment adviser under the Advisers Act; (ii) The Form ADV that the Sub-Adviser has previously provided to the Advisers Adviser is a true and complete copy of the form as currently filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Advisers Adviser and the Trust with a complete copy of all subsequent amendments to its Form ADVADV as required by applicable law; (iii) The Sub-Adviser will carry at all times professional errors and omissions liability insurance with carriers approved by the Advisers covering services provided hereunder by the Sub-Adviser in an appropriate amount, which insurance shall be primary to any insurance policy carried by the AdvisersAdviser; (iv) The Sub-Adviser will furnish the Advisers Adviser with certificates of insurance in forms and substance reasonably acceptable to the Advisers Adviser evidencing the coverages specified in paragraph 2(a)(iii) hereof and will provide notice of termination of such coverages, if any, to the Advisers Adviser and the Trust, all as promptly as reasonably possible. The Sub-Adviser will notify the Advisers Adviser promptly, and in any event within 10 business days, when the Sub-Adviser receives notice of any termination of the specified coverage; and (v) This Agreement has been duly authorized and executed by the Sub-Adviser. (b) Each The Adviser represents and warrants to the Sub-Adviser as follows: (i) Each The Adviser is registered under the Advisers Act; and; (ii) Each of the Adviser and the Trust has duly authorized the execution of this Agreement by the AdvisersAdviser; (iii) The Adviser certifies that as of the date of this Agreement the Fund is a Qualified Institutional Buyer (“QIB”) as defined in Rule 144A under the Securities Act of 1933, as amended, and the Adviser will promptly notify the Sub-Adviser if the Fund ceases to be a QIB; the Adviser represents and warrants that the Fund is not a “restricted person” under Rule 5130 and Rule 5131 of the Financial Industry Regulatory Authority Inc. (“FINRA”) and thus the Fund is not prohibited from participating in the allocation of initial public offerings of securities offered by FINRA members; (iv) The Adviser hereby acknowledges receipt of the Sub-Adviser’s Form ADV Part 2A as most recently filed with the SEC and relevant Form ADV Part(s) 2B, and Adviser hereby consents to electronic delivery thereof and to electronic delivery of any Form ADV amendments and/or annual updates provided by the Sub-Adviser to the Adviser as required by applicable law; (v) With respect to the Fund, the Adviser is excluded from the definition of a CPO pursuant to CFTC Regulation 4.5 and the Adviser (A) filed the notice required by CFTC Regulation 4.5(c) and shall re-affirm such notice annually as required and (B) will promptly notify the Sub-Adviser if it withdraws such notice or can no longer rely on the exclusion pursuant to CFTC Regulation 4.5 with respect to the Fund; and (vi) The Adviser hereby acknowledges to the Sub-Adviser that: (i) the Sub-Adviser is a registered Commodity Trading Advisor (“CTA”) but, to the extent that the Sub-Adviser provides commodity interest trading advice to the Fund, it will do so as if it was exempt from registration as a CTA.

Representations and Warranties of the Parties. (a) The Sub-Adviser represents and warrants to the Advisers Adviser as follows: (i) The Sub-Adviser is a registered investment adviser under the Advisers Act; (ii) The Form ADV that the Sub-Adviser has previously provided to the Advisers Adviser is a true and complete copy of the form as currently filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Advisers Adviser and the Trust with a complete copy of all subsequent amendments to its Form ADV; (iii) The Sub-Adviser will carry at all times professional errors and omissions liability insurance with carriers approved by the Advisers covering services provided hereunder by the Sub-Adviser in an appropriate amount, which insurance shall be be, with respect to matters arising under this Agreement resulting in claims made against the Sub-Adviser, primary to any insurance policy carried by the AdvisersAdviser; (iv) The Sub-Adviser will will, upon request, furnish the Advisers Adviser with certificates of insurance in forms and substance reasonably acceptable to the Advisers Adviser evidencing the coverages specified in paragraph 2(a)(iii) hereof and will provide notice of termination of such coveragescoverages within 10 business days, if any, to the Advisers Adviser and the Trust, unless such coverages are renewed, all as promptly as reasonably possible. The Sub-Adviser will notify the Advisers promptly, and in any event within 10 business days, when the Sub-Adviser receives notice of any termination of the specified coverage; and (v) This Agreement has been duly authorized and executed by the Sub-Adviser. (b) Each The Adviser represents and warrants to the Sub-Adviser as follows: (i) Each The Adviser is registered under the Advisers Act; and (ii) Each of the Adviser and the Trust has duly authorized the execution of this Agreement by the AdvisersAdviser.

Representations and Warranties of the Parties. (a) The Sub-Adviser represents and warrants to the Advisers Adviser as follows: (i) The Sub-Adviser is a registered investment adviser under the Advisers Act; ; (ii) The Form ADV that the Sub-Adviser has previously provided to the Advisers Adviser is a true and complete copy of the form as currently filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Advisers Adviser and the Trust Fund with a complete copy of all subsequent amendments to its Form ADV; ; (iii) The Sub-Adviser will carry at all times professional errors and omissions liability insurance with carriers approved by the Advisers covering services provided hereunder by the Sub-Adviser in an appropriate amount, which insurance shall be primary to any insurance policy carried by the AdvisersAdviser; (iv) The Upon request, the Sub-Adviser will furnish the Advisers Adviser with certificates of insurance in forms and substance reasonably acceptable to the Advisers Adviser evidencing the coverages specified in paragraph 2(a)(iii) hereof and will provide notice of termination of such coverages, if any, to the Advisers Adviser and the TrustFund, all as promptly as reasonably possible. The Sub-Adviser will notify the Advisers Adviser promptly, and in any event within 10 business days, when the Sub-Adviser receives notice of any termination of the specified coverage; and and (v) This Agreement has been duly authorized and executed by the Sub-Adviser. (b) Each The Adviser represents and warrants to the Sub-Sub- Adviser as follows: (i) Each The Adviser is registered under the Advisers Act; and (ii) Each The Adviser and the Trust Fund have obtained approval of this Agreement from the shareholders of the Fund or are exempt from the requirement to obtain such approval, and (iii) Each of the Adviser and the Fund has duly authorized the execution of this Agreement by the AdvisersAdviser.

Representations and Warranties of the Parties. (a) The Sub-Adviser represents and warrants to the Advisers Adviser as follows: (i) The Sub-Adviser is a registered investment adviser under the Advisers Act; (ii) The Form ADV that the Sub-Adviser has previously provided to the Advisers Adviser is a true and complete copy of the form as currently filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Advisers Adviser and the Trust Fund with a complete copy of all subsequent amendments to its Form ADV; (iii) The Sub-Adviser will carry at all times professional errors and omissions liability insurance with carriers approved by the Advisers Adviser covering services provided hereunder by the Sub-Adviser in an appropriate amount, which insurance shall be primary to any insurance policy carried by the AdvisersAdviser; (iv) The Sub-Adviser will furnish the Advisers Adviser with certificates of insurance in forms and substance reasonably acceptable to the Advisers Adviser evidencing the coverages specified in paragraph 2(a)(iii) hereof and will provide notice of termination of such coverages, if any, to the Advisers Adviser and the TrustFund, all as promptly as reasonably possible. The Sub-Adviser will notify the Advisers Adviser promptly, and in any event within 10 business days, when the Sub-Adviser receives notice of any termination of the specified coverage; and (v) This Agreement has been duly authorized and executed by the Sub-Adviser. (b) Each The Adviser represents and warrants to the Sub-Adviser as follows: (i) Each The Adviser is registered under the Advisers Act; and (ii) Each of the Adviser and the Trust Fund has duly authorized the execution of this Agreement by the AdvisersAdviser.

Representations and Warranties of the Parties. (a) The Sub-Adviser represents and warrants to the Advisers Adviser as follows: (i) The Sub-Adviser is a registered investment adviser under the Advisers Act; (ii) The Form ADV that the Sub-Adviser has previously provided to the Advisers Adviser is a true and complete copy of the form as currently filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Advisers Adviser and the Trust with a complete copy of all subsequent amendments to its Form ADV; (iii) The Sub-Adviser will carry at all times times, and with companies rated by A.M. Best Company with at least an A-VII rating, or its equivalent, professional errors and omissions liability insurance with carriers approved by the Advisers covering services provided hereunder by the Sub-Adviser in an appropriate amount, which insurance shall be primary to any insurance policy carried by the AdvisersAdviser; (iv) The Sub-Adviser will furnish the Advisers Adviser with certificates of insurance in forms and substance reasonably acceptable to the Advisers Adviser evidencing the coverages specified in paragraph 2(a)(iii) hereof and will provide notice of termination of such coverages, if any, to the Advisers Adviser and the Trust, all as promptly as reasonably possible. The Sub-Adviser will notify the Advisers Adviser promptly, and in any event within 10 business days, when the Sub-Adviser receives notice of any termination of the specified coverage; and (v) This Agreement has been duly authorized and executed by the Sub-Adviser. (b) Each The Adviser represents and warrants to the Sub-Adviser as follows: (i) Each The Adviser is registered under the Advisers Act; and (ii) Each The Adviser and the Trust has have duly authorized the execution of this Agreement by the AdvisersAdviser.

Representations and Warranties of the Parties. (a) The Sub-Adviser represents and warrants to the Advisers Adviser as follows: (i) The Sub-Adviser is a registered investment adviser under the Advisers Act; (ii) The Form ADV that the Sub-Adviser has previously provided to the Advisers Adviser is a true and complete copy of the form as currently filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Advisers Adviser and the Trust with a complete copy of all subsequent amendments to its Form ADV; (iii) The Sub-Adviser will carry at all times professional errors and omissions liability insurance with reputable carriers approved by the Advisers covering services provided hereunder by the Sub-Adviser in an appropriate amount, which insurance shall be primary to any insurance policy carried by the AdvisersAdviser; (iv) The Sub-Adviser will furnish the Advisers Adviser with certificates of insurance in forms and substance reasonably acceptable to the Advisers Adviser evidencing the coverages specified in paragraph 2(a)(iii) hereof and will provide notice of termination of such coverages, if any, to the Advisers Adviser and the Trust, all as promptly as reasonably possible. The Sub-Adviser will notify the Advisers Adviser promptly, and in any event within 10 business days, when the Sub-Adviser receives notice of any termination of the specified coverage; and (v) This Agreement has been duly authorized and executed by the Sub-Adviser. (b) Each The Adviser represents and warrants to the Sub-Adviser as follows: (i) Each The Adviser is registered under the Advisers Act; andand PHTRANS/ 484468.2 NTAC:3NS-20 (ii) Each of the Adviser and the Trust has duly authorized the execution of this Agreement by the AdvisersAdviser.

Representations and Warranties of the Parties. (a) The Sub-Adviser represents and warrants to the Advisers Adviser as follows: (i) The Sub-Adviser is a registered investment adviser under the Advisers Act; (ii) The Form ADV that the Sub-Adviser has previously provided to the Advisers Adviser is a true and complete copy of the form as currently filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Advisers Adviser and the Trust Fund with a complete copy of all subsequent amendments to its Form ADV; (iii) The Sub-Adviser will carry at all times professional errors and omissions liability insurance with carriers approved by the Advisers covering services provided hereunder by the Sub-Adviser in an appropriate amount, which insurance shall be primary to any insurance policy carried by the AdvisersAdviser; (iv) The Upon request, the Sub-Adviser will furnish the Advisers Adviser with certificates of insurance in forms and substance reasonably acceptable to the Advisers Adviser evidencing the coverages specified in paragraph 2(a)(iii) hereof and will provide notice of termination of such coverages, if any, to the Advisers Adviser and the TrustFund, all as promptly as reasonably possible. The Sub-Adviser will notify the Advisers Adviser promptly, and in any event within 10 business days, when the Sub-Adviser receives notice of any termination of the specified coverage; and (v) This Agreement has been duly authorized and executed by the Sub-Adviser. (b) Each The Adviser represents and warrants to the Sub-Sub- Adviser as follows: (i) Each The Adviser is registered under the Advisers Act; and; (ii) Each The Adviser and the Trust Fund have obtained approval of this Agreement from the shareholders of the Fund or are exempt from the requirement to obtain such approval, and (iii) Each of the Adviser and the Fund has duly authorized the execution of this Agreement by the AdvisersAdviser.

Representations and Warranties of the Parties. (a) The Sub-Adviser represents and warrants to the Advisers Adviser as follows: (i) The Sub-Adviser is a registered investment adviser under the Advisers Act; (ii) The Form ADV that the Sub-Adviser has previously provided to the Advisers Adviser is a true and complete copy of the form as currently filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Advisers Adviser and the Trust Fund with a complete copy of all subsequent amendments to its Form ADV; (iii) The Sub-Adviser will carry at all times professional errors and omissions liability insurance with carriers approved by the Advisers covering services provided hereunder by the Sub-Sub- Adviser in an appropriate amount, which insurance shall be primary to any insurance policy carried by the AdvisersAdviser; (iv) The Upon request, the Sub-Adviser will furnish the Advisers Adviser with certificates of insurance in forms and substance reasonably acceptable to the Advisers Adviser evidencing the coverages specified in paragraph 2(a)(iii) hereof and will provide notice of termination of such coverages, if any, to the Advisers Adviser and the TrustFund, all as promptly as reasonably possible. The Sub-Adviser will notify the Advisers Adviser promptly, and in any event within 10 business days, when the Sub-Adviser receives notice of any termination of the specified coverage; and (v) This Agreement has been duly authorized and executed by the Sub-Adviser. (b) Each The Adviser represents and warrants to the Sub-Adviser as follows: (i) Each The Adviser is registered under the Advisers Act; and (ii) Each of the Adviser and the Trust Fund has duly authorized the execution of this Agreement by the AdvisersAdviser.

Representations and Warranties of the Parties. (a) The Sub-Adviser represents and warrants to the Advisers Adviser as follows: (i) The Sub-Adviser is a registered investment adviser under the Advisers Act; (ii) The Form ADV that the Sub-Adviser has previously provided to the Advisers Adviser is a true and complete copy of the form as currently filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Advisers Adviser and the Trust with a complete copy of all subsequent amendments to its Form ADV; (iii) The Sub-Adviser will carry at all times professional errors and omissions liability insurance with reputable carriers approved by the Advisers covering services provided hereunder by the Sub-Adviser in an appropriate amount, which insurance shall be primary to any insurance policy carried by the Advisers; (iv) The Sub-Adviser will furnish the Advisers Adviser with certificates of insurance in forms and substance reasonably acceptable to the Advisers evidencing the coverages specified in paragraph 2(a)(iii) hereof and will provide notice of termination of such coverages, if any, but only if replacement coverage is not secured, to the Advisers Adviser and the Trust, all as promptly as reasonably possible. The Sub-Adviser will notify the Advisers promptly, and in any event within 10 business days, when the Sub-Adviser receives notice of any termination of the specified coverage; and (v) This Agreement has been duly authorized and executed by the Sub-Adviser. (b) Each The Adviser represents and warrants to the Sub-Adviser as follows: (i) Each The Adviser is registered under the Advisers Act; and (ii) Each of the Adviser and the Trust has duly authorized the execution of this Agreement by the AdvisersAdviser.

Representations and Warranties of the Parties. (a) The Sub-Adviser represents and warrants to the Advisers Adviser as follows: (i) The Sub-Adviser is a registered investment adviser under the Advisers Act; (ii) The Form ADV that the Sub-Adviser has previously provided to the Advisers Adviser is a true and complete copy of the form as currently filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Advisers Adviser and the Trust with a complete copy of all subsequent amendments to its Form ADV; (iii) The Sub-Adviser will carry at all times professional errors and omissions liability insurance with carriers approved by the Advisers Adviser covering services provided hereunder by the Sub-Adviser in an appropriate amount, which insurance shall be primary to any insurance policy carried by the AdvisersAdviser; (iv) The Sub-Adviser will furnish the Advisers Adviser with certificates of insurance in forms and substance reasonably acceptable to the Advisers Adviser evidencing the coverages specified in paragraph 2(a)(iii) hereof and will provide notice of termination of such coverages, if any, coverages to the Advisers and Adviser in those instances in which the TrustSub-Adviser’s level of insurance coverage is not maintained or not increased with another insurer, all as promptly as reasonably possible. The Sub-Adviser will notify the Advisers promptly, and in any event within 10 business days, when the Sub-Adviser receives notice of any termination of the specified coverage.; and (v) This Agreement has been duly authorized and executed by the SubSuh-Adviser. (b) Each The Adviser represents and warrants to the Sub-Adviser as follows: (i) Each The Adviser is registered under the Advisers Act; and (ii) Each of the Adviser and the Trust has duly authorized the execution of this Agreement by the AdvisersAdviser.

Representations and Warranties of the Parties. (a) The Sub-Adviser represents and warrants to the Advisers as follows: (i) The Sub-Adviser is a registered investment adviser under the Advisers Act; (ii) The Form ADV that the Sub-Adviser has previously provided to the Advisers is a true and complete copy of the form as currently filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Advisers and the Trust with a complete copy of all subsequent amendments to its Form ADV; (iii) The Sub-Adviser will carry at all times professional errors and omissions liability insurance with carriers approved by the Advisers covering services provided hereunder by the Sub-Adviser in an appropriate amount, which insurance shall be primary amount with carriers acceptable to any insurance policy carried by the Advisers; (iv) The Sub-Adviser will furnish the Advisers with certificates of insurance in forms and substance reasonably acceptable to the Advisers evidencing the coverages specified in paragraph 2(a)(iii) hereof and will provide notice of termination of such coverages, if any, to the Advisers and the Trust, all as promptly as reasonably possible. The Sub-Adviser will notify the Advisers promptly, and in any event within 10 business days, when the Sub-Adviser receives notice of any termination of the specified coverage; and (v) This Agreement has been duly authorized and executed by the Sub-Adviser. (b) Each Adviser represents and warrants to the Sub-Adviser as follows: (i) Each Adviser is registered under the Advisers Act; and (ii) Each Adviser and the Trust has duly authorized the execution of this Agreement by the Advisers.

Representations and Warranties of the Parties. (a) The Sub-Adviser represents and warrants to the Advisers Adviser as follows: (i) The Sub-Adviser is a registered investment adviser under the Advisers Act; (ii) The Form ADV that the Sub-Adviser has previously provided to the Advisers Adviser is a true and complete copy of the form as currently filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will make publicly available or promptly provide the Advisers Adviser and the Trust with a complete copy of all subsequent amendments to its Form ADV; (iii) The Sub-Adviser will carry at all times professional errors and omissions liability insurance with carriers approved by the Advisers covering services provided hereunder by the Sub-Adviser in an appropriate amount, which insurance shall be primary to any insurance policy carried by the AdvisersAdviser; (iv) The Sub-Adviser will furnish the Advisers Adviser with certificates of insurance in forms and substance reasonably acceptable to the Advisers Adviser evidencing the coverages specified in paragraph 2(a)(iii) hereof and will provide notice of termination of such coverages, if any, to the Advisers Adviser and the Trust, all as promptly as reasonably possible. The Sub-Adviser will notify the Advisers promptly, and in any event within 10 business days, Adviser when the Sub-Adviser receives notice of any termination of the specified coverage; and (v) This Agreement has been duly authorized and executed by the Sub-Adviser. (b) Each The Adviser represents and warrants to the Sub-Adviser as follows: (i) Each The Adviser is registered under the Advisers Act; and (ii) Each of the Adviser and the Trust has duly authorized the execution of this Agreement by the AdvisersAdviser. (iii) The Adviser represents and warrants that the Trust is a “qualified institutional buyer” as defined in Rule 144A(a)(iv) under the Securities Act of 1933, as amended.

Representations and Warranties of the Parties. (a) The Sub-Adviser represents and warrants to the Advisers as follows: (i) : The Sub-Adviser is a registered investment adviser under the Advisers Act; (ii) ; The Form ADV that the Sub-Adviser has previously provided to the Advisers is a true and complete copy of the form as currently filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Advisers and the Trust with a complete copy of all subsequent amendments to its Form ADV; (iii) ; The Sub-Adviser will carry at all times professional errors and omissions liability insurance with carriers approved by the Advisers covering services provided hereunder by the Sub-Adviser in an appropriate amount, which insurance shall be primary to any insurance policy carried by the Advisers; (iv) ; The Sub-Adviser will furnish the Advisers with certificates of insurance in forms and substance reasonably acceptable to the Advisers evidencing the coverages specified in paragraph 2(a)(iii) hereof and will provide notice of termination of such coverages, if any, to the Advisers and the Trust, all as promptly as reasonably possible. The Sub-Adviser will notify the Advisers promptly, and in any event within 10 business days, when the Sub-Adviser receives notice of any termination of the specified coverage; and (v) and This Agreement has been duly authorized and executed by the Sub-Adviser. (b) . Each Adviser represents and warrants to the Sub-Adviser as follows: (i) : Each Adviser is registered under the Advisers Act; and (ii) and Each Adviser and the Trust has duly authorized the execution of this Agreement by the Advisers.

Representations and Warranties of the Parties. (a) The Sub-Adviser represents and warrants to the Advisers Adviser as follows: (i) The Sub-Adviser is a registered investment adviser under the Advisers Act; (ii) The Form ADV that the Sub-Adviser has previously provided to the Advisers Adviser is a true and complete copy of the form as currently filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Advisers Adviser and the Trust Fund with a complete copy of all subsequent amendments to its Form ADV; (iii) The Sub-Adviser will carry at all times professional errors and omissions liability insurance with carriers approved by the Advisers covering services provided hereunder by the Sub-Adviser in an appropriate amountamount determined by the sub-adviser to be appropriate, which insurance shall be primary to any insurance policy carried by the AdvisersAdviser; (iv) The Upon request, the Sub-Adviser will furnish the Advisers Adviser with certificates of insurance in forms and substance reasonably acceptable to the Advisers Adviser evidencing the coverages specified in paragraph 2(a)(iii) hereof and will provide notice of termination of such coverages, if any, to the Advisers Adviser and the TrustFund, all as promptly as reasonably possible. The Sub-Adviser will notify the Advisers Adviser promptly, and in any event within 10 business days, when the Sub-Adviser receives notice of any termination of the specified coverage; and (v) This Agreement has been duly authorized and executed by the Sub-Adviser. (b) Each The Adviser represents and warrants to the Sub-Sub- Adviser as follows: (i) Each The Adviser is registered under the Advisers Act; and; (ii) Each The Adviser and the Trust Fund have obtained approval of this Agreement from the shareholders of the Fund or are exempt from the requirement to obtain such approval, and (iii) Each of the Adviser and the Fund has duly authorized the execution of this Agreement by the AdvisersAdviser.

Representations and Warranties of the Parties. (a) The Sub-Adviser represents and warrants to the Advisers Adviser as follows: (i) The Sub-Adviser is a registered investment adviser under the Advisers Act; (ii) The Form ADV that the Sub-Adviser has previously provided to the Advisers Adviser is a true and complete copy of the form as currently filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly timely provide the Advisers Adviser and the Trust with a complete copy of all subsequent amendments to its Form ADV; (iii) The Sub-Adviser will carry at all times professional errors and omissions liability insurance with carriers approved by the Advisers Adviser covering services provided hereunder by the Sub-Adviser in an appropriate amount, which insurance shall be primary to any insurance policy carried by the AdvisersAdviser; (iv) The Sub-Adviser will furnish the Advisers Adviser with certificates of insurance in forms and substance reasonably acceptable to the Advisers Adviser evidencing the coverages specified in paragraph 2(a)(iii) hereof and will provide notice of termination of such coverages, if any, to the Advisers Adviser and the Trust, all as promptly as reasonably possible. The Sub-Adviser will notify the Advisers Adviser promptly, and in any event within 10 business days, when the Sub-Adviser receives notice of any termination of the specified coverage; and (v) This Agreement has been duly authorized and executed by the Sub-Adviser. (b) Each The Adviser represents and warrants to the Sub-Adviser as follows: (i) Each The Adviser is registered under the Advisers Act; (ii) to the best of its knowledge, the terms of this Agreement do not violate any undertaking, obligation, statute, or regulation by which it is bound, whether arising by contract, operation of law or otherwise; (iii) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has full power and authority to enter into this Agreement and to perform hereunder; (vi) the information contained herein or furnished pursuant hereto with respect to it is correct and it agrees to furnish the other with such information, authorization and documentation as the other may, from time to time, reasonably require enabling it to carry out its obligations under this Agreement; and (iiv) Each of the Adviser and the Trust has duly authorized the execution of this Agreement by the Advisers.Adviser;

Representations and Warranties of the Parties. (a) The Sub-Adviser represents and warrants to the Advisers Adviser as follows: (i) The Sub-Adviser is a registered investment adviser under the Advisers Act; (ii) The Form ADV that the Sub-Adviser has previously provided to the Advisers Adviser is a true and complete copy of the form as currently filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Advisers Adviser and the Trust with a complete copy of all subsequent amendments to its Form ADV, which may be provided electronically; (iii) The Sub-Adviser will carry at all times professional errors and omissions liability insurance with carriers approved by the Advisers Adviser covering services provided hereunder by the Sub-Adviser in an appropriate amount, which insurance shall be primary to any insurance policy carried by the AdvisersAdviser; (iv) The Sub-Adviser will furnish the Advisers Adviser with certificates of insurance in forms and substance reasonably acceptable to the Advisers Adviser evidencing the coverages specified in paragraph 2(a)(iii) hereof and will provide notice of termination of such coverages, if any, to the Advisers Adviser and the Trust, all as promptly as reasonably possible. The Sub-Adviser will notify the Advisers Adviser promptly, and in any event within 10 business days, when the Sub-Adviser receives notice of any termination of the specified coverage; and (v) This Agreement has been duly authorized and executed by the Sub-Adviser. (b) Each The Adviser represents and warrants to the Sub-Adviser as follows: (i) Each The Adviser is registered under the Advisers Act; and (ii) Each of the Adviser and the Trust has duly authorized the execution of this Agreement by the AdvisersAdviser.

Representations and Warranties of the Parties. (a) The Sub-Adviser represents and warrants to the Advisers Adviser as follows: (i) The Sub-Adviser is a registered investment adviser under the Advisers Act; (ii) The Form ADV that the Sub-Adviser has previously provided to the Advisers Adviser is a true and complete copy of the form as currently filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Advisers Adviser and the Trust with a complete copy of all subsequent amendments to its Form ADV; (iii) The Sub-Adviser will carry at all times professional agrees to maintain an appropriate level of errors and omissions or professional liability insurance with carriers approved by the Advisers covering services provided hereunder by the Sub-Adviser in an appropriate amount, which insurance shall be primary to any insurance policy carried by the Advisers; (iv) The Sub-Adviser will furnish the Advisers with certificates of insurance in forms and substance reasonably acceptable to the Advisers evidencing the coverages specified in paragraph 2(a)(iii) hereof and will provide notice of termination of such coverages, if any, to the Advisers and the Trust, all as promptly as reasonably possible. The Sub-Adviser will notify the Advisers promptly, and in any event within 10 business days, when the Sub-Adviser receives notice of any termination of the specified coverage; and (viv) This Agreement has been duly authorized and executed by the Sub-Adviser. (v) Sub-Adviser is not presently registered as a commodity trading advisor with the CFTC or as a member of the NFA, but Sub-Adviser represents that it shall register as a commodity trading advisor with the CFTC and as a member of the NFA by September 30, 2022. Sub-Adviser shall maintain such registration and membership in good standing during the term of this Agreement. Further, Sub-Adviser agrees to notify Adviser promptly upon (i) a statutory disqualification of Sub-Adviser under Sections 8a(2) or 8a(3) of the CEA, (ii) a suspension, revocation or limitation of Sub-Adviser’s commodity trading advisor or commodity pool operator registration or NFA membership, or (iii) the institution of an action or proceeding that could lead to a statutory disqualification under the CEA or an investigation by any governmental agency or self-regulatory organization of which Sub-Adviser is subject or has been advised it is a target (which investigation shall not include routine compliance examinations). (b) Each The Adviser represents and warrants to the Sub-Adviser as follows: (i) Each The Adviser is registered under the Advisers Act; and (ii) Each The Adviser and the Trust has duly authorized the execution of this Agreement by the AdvisersAdviser.

Representations and Warranties of the Parties. (a) The Sub-Adviser represents and warrants to the Advisers Adviser as follows: (i) The Sub-Adviser is a registered investment adviser under the Advisers Act; (ii) The Form ADV that the Sub-Adviser has previously provided to the Advisers Adviser is a true and complete copy of the form as currently filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Advisers Adviser and the Trust with a complete copy of all subsequent amendments to its Form ADV; (iii) The Sub-Adviser will carry at all times professional errors and omissions liability insurance with carriers approved by the Advisers consistent with industry practice covering services provided hereunder by the Sub-Adviser in an appropriate amount, which insurance shall be primary to any insurance policy carried by the AdvisersAdviser; (iv) The Sub-Adviser will furnish the Advisers Adviser with certificates of insurance in forms and substance reasonably acceptable to the Advisers Adviser evidencing the coverages specified in paragraph 2(a)(iii) hereof and will provide notice of termination of such coverages, if any, to the Advisers Adviser and the Trust, all as promptly as reasonably possible. The Sub-Adviser will notify the Advisers Adviser promptly, and in any event within 10 business days, when the Sub-Adviser receives notice of any termination of the specified coverage; and (v) This Agreement has been duly authorized and executed by the Sub-Adviser. (b) Each The Adviser represents and warrants to the Sub-Adviser as follows: (i) Each The Adviser is registered under the Advisers Act; and (ii) Each of the Adviser and the Trust has duly authorized the execution of this Agreement by the AdvisersAdviser.

Representations and Warranties of the Parties. (a) The Sub-Adviser represents and warrants to the Advisers Adviser as follows: (i) The Sub-Adviser is a registered investment adviser under the Advisers Act; (ii) The Form ADV that the Sub-Adviser has previously provided to the Advisers Adviser is a true and complete copy of the form as currently filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Advisers Adviser and the Trust with a complete copy of all subsequent amendments to its Form ADV; (iii) The Sub-Adviser will carry at all times times, and with companies rated by A.M. Best Company with at least an A-VII rating, or its equivalent, professional errors and omissions liability insurance with carriers approved by the Advisers covering services provided hereunder by the Sub-Adviser in an appropriate amount, which insurance shall be primary to any insurance policy carried by the AdvisersAdviser; (iv) The Sub-Adviser will furnish the Advisers Adviser with certificates of insurance in forms and substance reasonably acceptable to the Advisers Adviser evidencing the coverages specified in paragraph 2(a)(iii) hereof and will provide notice of termination of such coverages, if any, to the Advisers Adviser and the Trust, all as promptly as reasonably possible. The Sub-Adviser will notify the Advisers Adviser promptly, and in any event within 10 business days, when the Sub-Adviser receives notice of any termination of the specified coverage; and (v) This Agreement has been duly authorized and executed by the Sub-Adviser. (b) Each Adviser represents and warrants to the Sub-Adviser as follows: (i) Each Adviser is registered under the Advisers Act; and (ii) Each Adviser and the Trust has duly authorized the execution of this Agreement by the AdvisersAdviser.

Representations and Warranties of the Parties. (a) The Sub-Adviser represents and warrants to the Advisers Adviser as follows: (i) The Sub-Adviser is a registered investment adviser under the Advisers Act; (ii) The Form ADV that the Sub-Adviser has previously provided to the Advisers Adviser is a true and complete copy of the form as currently filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Advisers Adviser and the Trust Fund with a complete copy of all subsequent amendments to its Form ADV; (iii) The Sub-Adviser will carry at all times professional errors and omissions liability insurance with carriers approved by the Advisers covering services provided hereunder by the Sub-Adviser in an appropriate amount, which insurance shall will be primary to any insurance policy carried by the AdvisersAdviser; (iv) The Upon request, the Sub-Adviser will furnish the Advisers Adviser with certificates of insurance in forms and substance reasonably acceptable to the Advisers Adviser evidencing the coverages specified in paragraph 2(a)(iii2(b)(iii) hereof and will provide notice of termination of such coverages, if any, to the Advisers Adviser and the TrustFund, all as promptly as reasonably possible. The Sub-Adviser will notify the Advisers Adviser promptly, and in any event within 10 business days, when the Sub-Adviser receives notice of any termination of the specified coverage; and (v) This Agreement has been duly authorized and executed by the Sub-Adviser. (b) Each The Adviser represents and warrants to the Sub-Adviser as follows: (i) Each The Adviser is a registered investment adviser under the Advisers Act; (ii) The Form ADV that the Adviser has previously provided to the Sub-Adviser is a true and complete copy of the form as currently filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Adviser will promptly provide the Sub-Adviser and the Fund with a complete copy of all subsequent amendments to its Form ADV; (iii) The Adviser will carry at all times professional errors and omissions liability insurance covering services provided hereunder by the Adviser in an appropriate amount, which insurance will be primary to any insurance policy carried by the Sub-Adviser; (iv) Upon request, the Adviser will furnish the Sub-Adviser with certificates of insurance in forms and substance reasonably acceptable to the Sub-Adviser evidencing the coverages specified in paragraph 2(a)(iii) hereof and will provide notice of termination of such coverages, if any, to the Sub-Adviser, all as promptly as reasonably possible. The Adviser will notify the Sub-Adviser promptly, and in any event within 10 business days, when the Adviser receives notice of any termination of the specified coverage; and (iiv) Each of the Adviser and the Trust Fund has duly authorized and the execution of Adviser has executed this Agreement by the AdvisersAdviser.

Representations and Warranties of the Parties. (a) The Sub-Adviser represents and warrants to the Advisers Adviser as follows: (i) The Sub-Adviser is a registered investment adviser under the Advisers Act; (ii) The Form ADV Brochure (Part 2A and Part 2b) that the Sub-Adviser has previously provided to the Advisers Adviser is a true and complete copy of the form as currently filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Advisers Adviser and the Trust with a complete copy of all subsequent amendments to its Form ADVADV Brochure; (iii) The Sub-Adviser will carry at all times professional errors and omissions liability insurance with carriers approved by the Advisers covering services provided hereunder by the Sub-Adviser in an appropriate amount, which insurance shall be primary to any insurance policy carried by the AdvisersAdviser; (iv) The Upon reasonable request, the Sub-Adviser will furnish the Advisers Adviser with certificates of insurance in forms and substance reasonably acceptable to the Advisers Adviser evidencing the coverages specified in paragraph 2(a)(iii) hereof and will provide notice of termination of such coverages, if any, to the Advisers Adviser and the Trust, all as promptly as reasonably possible. The Sub-Adviser will notify the Advisers Adviser promptly, and in any event within 10 business days, when the Sub-Adviser receives notice of any termination of the specified coverage; and (v) This Agreement has been duly authorized and executed by the Sub-Adviser. (b) Each The Adviser represents and warrants to the Sub-Adviser as follows: (i) Each The Adviser is registered under the Advisers Act; and; (ii) Each of the Adviser and the Trust has duly authorized the execution of this Agreement by the AdvisersAdviser; (iii) The Adviser has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or other applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; and (iv) The Adviser will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.

Representations and Warranties of the Parties. (a) The Sub-Adviser Trader represents and warrants to the Advisers Adviser as follows: (i) The Sub-Adviser Trader is a registered investment adviser under CTA with the Advisers ActCFTC; (ii) The Form ADV that the Sub-Adviser has previously provided to the Advisers is a true and complete copy of the form as currently filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Advisers and the Trust with a complete copy of all subsequent amendments to its Form ADV; (iii) The Sub-Adviser Trader will carry at all times professional errors and omissions liability insurance with carriers approved by the Advisers Trader covering services provided hereunder by the Sub-Adviser Trader in an appropriate amount, which insurance shall be primary to any insurance policy carried as determined by the AdvisersTrader in its discretion; (iviii) The Sub-Adviser Trader will furnish the Advisers Adviser with certificates of insurance in forms and substance reasonably acceptable to the Advisers Adviser evidencing the coverages specified in paragraph 2(a)(iii2(a)(ii) hereof and will provide notice of termination of such coverages, if any, to the Advisers Adviser and the TrustFund, all as promptly as reasonably possible. The Sub-Adviser Trader will notify the Advisers Adviser promptly, and in any event within 10 business days, when the Sub-Adviser Trader receives notice of any termination of the specified coverage; and (viv) This Agreement has been duly authorized and executed by the Sub-AdviserTrader. (b) Each The Adviser represents and warrants to the Sub-Adviser Trader as follows: (i) Each The Adviser is registered under the Advisers Act; and (ii) Each of the Adviser and the Trust Fund has duly authorized the execution of this Agreement by the AdvisersAdviser. (c) The Company and the Onshore LLC represents and warrants to the Trader as follows: (i) The Company and the Onshore LLC have duly authorized the execution of this Agreement; (ii) The execution, delivery and performance of this Agreement by the Company and the Onshore LLC do not violate the Company and Onshore LLC’s governing documents nor any obligation by which the Company or Onshore LLC or any of its property is bound, whether arising by contract, operation of law or otherwise; (iii) The Company and the Onshore LLC each qualify, or will qualify, as a “qualified eligible person” as that term is defined in CFTC Regulation 4.7 and consents to being treated as an exempt account under CFTC Rule 4.7(c); (iv) The Company and the Onshore LLC each qualify, or will qualify as an ‘eligible contract participant’ (as such term is defined in Section 1(a)(18) of the Commodity Exchange Act); and (v) The Company and the Onshore LLC have read and understood the Disclosure Document (as defined in the Supplemental Trading Agreement), including the Risk Disclosure Statement contained therein, and will read amendments thereto when provided by the Trader, and is aware of the risks inherent in the Investment Program (as defined in the Supplement Trading Agreement) including, without limitation, the risks inherent in trading the financial instruments envisaged in the Investment Program and the Investment Restrictions (as defined in the Supplemental Trading Agreement). Each party agrees to notify the other immediately in writing in the event that any of the representations above cease to be true.

Representations and Warranties of the Parties. (a) The Sub-Adviser represents and warrants to the Advisers Adviser as follows: (i) The Sub-Adviser is a registered investment adviser under the Advisers Act; (ii) The Form ADV that the Sub-Adviser has previously provided to the Advisers Adviser is a true and complete copy of the form as currently filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Advisers Adviser and the Trust Fund with a complete copy of all subsequent amendments to its Form ADV; (iii) The Sub-Adviser will carry at all times professional errors and omissions liability insurance with carriers approved by the Advisers covering services provided hereunder by the Sub-Adviser in an appropriate amountamount determined by the sub-adviser to be appropriate, which insurance shall be primary to any insurance policy carried by the AdvisersAdviser; (iv) The Upon request, the Sub-Adviser will furnish the Advisers Adviser with certificates of insurance in forms and substance reasonably acceptable to the Advisers Adviser evidencing the coverages specified in paragraph 2(a)(iii) hereof and will provide notice of termination of such coverages, if any, to the Advisers Adviser and the TrustFund, all as promptly as reasonably possible. The Sub-Adviser will notify the Advisers Adviser promptly, and in any event within 10 business days, when the Sub-Adviser receives notice of any termination of the specified coverage; and (v) This Agreement has been duly authorized and executed by the Sub-Adviser. (b) Each The Adviser represents and warrants to the Sub-Adviser as follows: (i) Each The Adviser is registered under the Advisers Act; and; (ii) Each The Adviser and the Trust Fund have obtained approval of this Agreement from the shareholders of the Fund or are exempt from the requirement to obtain such approval, and (iii) Each of the Adviser and the Fund has duly authorized the execution of this Agreement by the AdvisersAdviser.

Representations and Warranties of the Parties. (a) The Sub-Adviser represents and warrants to the Advisers as follows: (i) The Sub-Adviser is a registered investment adviser under the Advisers Act; (ii) The Form ADV that the Sub-Adviser has previously provided to the Advisers is a true and complete copy of the form as currently filed with the SECUnited States Securities and Exchange Commission, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Advisers and the Trust with a complete copy of all subsequent amendments to its Form ADV; (iii) The Sub-Adviser will carry at all times times, and with companies rated by A.M. Best Company with at least an A-VII rating, or its equivalent, professional errors and omissions liability insurance with carriers approved by the Advisers covering services provided hereunder by the Sub-Adviser in an appropriate amountAdviser, which insurance shall be primary to any insurance policy carried by the Advisers; (iv) The Sub-Adviser will furnish the Advisers with certificates of insurance in forms and substance reasonably acceptable to the Advisers evidencing the coverages specified in paragraph 2(a)(iii) hereof and will provide notice of termination of such coverages, ; if any, to the Advisers and the Trust, all Trust as promptly as reasonably possible. The Sub-Adviser will notify the Advisers promptly, and in any event within 10 business days, when the Sub-Adviser receives notice of any termination of the specified coverage; and (v) This Agreement has been duly authorized and executed by the Sub-Adviser. (b) Each Adviser represents and warrants to the Sub-Adviser as follows: (i) Each Adviser is registered under the Advisers Act; and (ii) Each Adviser and the Trust has duly authorized the execution of this Agreement by the Advisers.

Representations and Warranties of the Parties. (a) The Sub-Adviser represents and warrants to the Advisers as follows: (i) The Sub-Adviser is a registered investment adviser under the Advisers Act; (ii) The Form ADV that the Sub-Adviser has previously provided to the Advisers is a true and complete copy of the form as currently filed with the SECUnited States Securities and Exchange Commission, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Advisers and the Trust with a complete copy of all subsequent amendments to its Form ADV; (iii) The Sub-Adviser will carry at all times times, and with companies rated by A.M. Best Company with at least an A-VII rating, or its equivalent, professional errors and omissions liability insurance with carriers approved by the Advisers covering services provided hereunder by the Sub-Adviser in an appropriate amount, which insurance shall be primary to any insurance policy carried by the Advisers; (iv) The Sub-Adviser will furnish the Advisers with certificates of insurance in forms and substance reasonably acceptable to the Advisers evidencing the coverages specified in paragraph 2(a)(iii) hereof and will provide notice of termination of such coverages, if any, to the Advisers and the Trust, all as promptly as reasonably possible. The Sub-Adviser will notify the Advisers promptly, and in any event within 10 business days, when the Sub-Adviser receives notice of any termination of the specified coverage; and (v) This Agreement has been duly authorized and executed by the Sub-Adviser. (b) Each Adviser represents and warrants to the Sub-Adviser as follows: (i) Each Adviser is registered under the Advisers Act; and (ii) Each Adviser and the Trust has duly authorized the execution of this Agreement by the Advisers.

Representations and Warranties of the Parties. (a) The Sub-Adviser Advisor represents and warrants to the Advisers Advisor as follows: (i) The the Sub-Adviser Advisor is a corporation duly organized, validly existing, and in good standing under the laws of the State of New Jersey and is fully authorized to enter into this Agreement and carry out its duties and obligations hereunder; (ii) the Sub-Advisor is registered as an investment adviser with the SEC under the Advisers Act, shall maintain such registration in effect at all times during the term of this Agreement, and shall notify the Advisor immediately if the Sub-Advisor ceases to be so registered; (iiiii) the Sub-Advisor has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Trust with a copy of that code, together with evidence of its adoption. The Sub-Advisor will, within 20 days of the end of each calendar quarter during which this Agreement remains in effect, cause the chief compliance officer of the Sub-Advisor to certify to the Trust that the Sub-Advisor has complied with the requirements of Rule 17j-1 (as amended from time to time) during the previous quarter and that there have been no violations of the Sub-Advisor’s code of ethics or, if such a violation has occurred, that appropriate action has been taken in response to such violation. Upon written request of the Trust, the Advisor shall permit representatives of the Trust to examine the reports (or summaries of the reports) required to be made to the Advisor by Rule 17j-1(c)(1) and other records evidencing enforcement of the code of ethics; and (iv) The Form ADV that the Sub-Adviser Advisor has previously provided to the Advisers Advisor is a true and complete copy of the form as currently filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser Advisor will promptly provide the Advisers Advisor and the Trust with a complete copy of all subsequent amendments to its Form ADV; (iii) The Sub-Adviser will carry at all times professional errors and omissions liability insurance with carriers approved by the Advisers covering services provided hereunder by the Sub-Adviser in an appropriate amount, which insurance shall be primary to any insurance policy carried by the Advisers; (iv) The Sub-Adviser will furnish the Advisers with certificates of insurance in forms and substance reasonably acceptable to the Advisers evidencing the coverages specified in paragraph 2(a)(iii) hereof and will provide notice of termination of such coverages, if any, to the Advisers and the Trust, all as promptly as reasonably possible. The Sub-Adviser will notify the Advisers promptly, and in any event within 10 business days, when the Sub-Adviser receives notice of any termination of the specified coverage; and (v) This Agreement has been duly authorized and executed by the Sub-Adviser. (b) Each Adviser The Advisor represents and warrants to the Sub-Adviser Advisor as follows: (i) Each Adviser the Advisor is registered a corporation duly organized, validly existing, and in good standing under the Advisers Actlaws of the State of Illinois and is fully authorized to enter into this Agreement and carry out its duties and obligations hereunder; and (ii) Each Adviser and the Trust has duly authorized Advisor is registered as an investment adviser with the execution SEC under the Advisers Act, shall maintain such registration in effect at all times during the term of this Agreement by Agreement, and shall notify the AdvisersSub-Advisor immediately if the Advisor ceases to be so registered.

Representations and Warranties of the Parties. (a) The Sub-Adviser represents and warrants to the Advisers as follows: (i) The Sub-Adviser is a registered investment adviser under the Advisers Act; (ii) The Form ADV that the Sub-Adviser has previously provided to the Advisers is a true and complete copy of the form as currently filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Advisers and the Trust with a complete copy of all subsequent amendments to its Form ADV; (iii) The Sub-Adviser will carry at all times professional errors and omissions liability insurance with carriers approved by the Advisers covering services provided hereunder by the Sub-Adviser in an appropriate amount, which insurance shall be primary to any insurance policy carried by the Advisers; (iv) The Sub-Adviser will furnish the Advisers with certificates of insurance in forms and substance reasonably acceptable to the Advisers evidencing the coverages specified in paragraph 2(a)(iii) hereof and will provide notice of termination of such coverages, if any, to the Advisers and the Trust, all as promptly as reasonably possible. The Sub-Adviser will notify the Advisers promptly, and in any event within 10 business days, when the Sub-Adviser receives notice of any termination of the specified coverage; and (v) This Agreement has been duly authorized and executed by the Sub-Adviser. (b) Each Adviser represents and warrants to the Sub-Adviser as follows: (i) Each Adviser is registered under the Advisers Act; and (ii) Each Adviser and the Trust has duly authorized the execution of this Agreement by the Advisers.

Representations and Warranties of the Parties. (a) The Sub-Adviser represents and warrants to the Advisers Adviser as follows: (i) The Sub-Adviser is a registered investment adviser under the Advisers Act; (ii) The Form ADV that the Sub-Adviser has previously provided to the Advisers Adviser is a true and complete copy of the form as currently filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Advisers Adviser and the Trust with a complete copy of all subsequent amendments to its Form ADV; (iii) The Sub-Adviser will carry at all times professional errors and omissions liability insurance with carriers approved by the Advisers covering services provided hereunder by the Sub-Adviser in an appropriate amount, which insurance shall be primary to any insurance policy carried by the AdvisersAdviser; (iv) The Sub-Adviser will furnish the Advisers Adviser with certificates of insurance in forms and substance reasonably acceptable to the Advisers Adviser evidencing the coverages specified in paragraph 2(a)(iii) hereof and will provide notice of termination of such coverages, if any, to the Advisers Adviser and the Trust, all as promptly as reasonably possible. The Sub-Adviser will notify the Advisers Adviser promptly, and in any event within 10 business 30 days, when the Sub-Adviser receives notice of any termination of the specified coverage; and (v) This Agreement has been duly authorized and executed by the Sub-Adviser. (b) Each The Adviser represents and warrants to the Sub-Adviser as follows: (i) Each The Adviser is registered under the Advisers Act; and; (ii) Each of the Adviser and the Trust has duly authorized the execution of this Agreement by the Advisers.Adviser; and (iii) The Advisor acknowledges that it received a copy of the Sub-Advisor’s Form ADV prior to the execution of this Agreement;

Representations and Warranties of the Parties. (a) The Sub-Adviser represents and warrants to the Advisers as follows: (i) The Sub-Adviser is a registered investment adviser under the Advisers Act; (ii) The Form ADV that the Sub-Adviser has previously provided to the Advisers is a true and complete copy of the form as currently filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Advisers and the Trust with a complete copy of all subsequent amendments to its Form ADV; (iii) The Sub-Adviser will carry at all times times, and with companies rated by A.M. Best Company with at least an A-VII rating, or its equivalent, professional errors and omissions liability insurance with carriers approved by the Advisers covering services provided hereunder by the Sub-Adviser in an appropriate amount, which insurance shall be primary to any insurance policy carried by the Advisers; (iv) The Sub-Adviser will furnish the Advisers with certificates of insurance in forms and substance reasonably acceptable to the Advisers evidencing the coverages specified in paragraph 2(a)(iii) hereof and will provide notice of termination of such coverages, if any, to the Advisers and the Trust, all as promptly as reasonably possible. The Sub-Adviser will notify the Advisers promptly, and in any event within 10 business days, when the Sub-Adviser receives notice of any termination of the specified coverage; and (v) This Agreement has been duly authorized and executed by the Sub-Adviser. (b) Each Adviser represents and warrants to the Sub-Adviser as follows: (i) Each Adviser is registered under the Advisers Act; andAct and has complied in all material respects, with all registrations required by and will comply, in all material respects, with all applicable rules and regulations of the Securities and Exchange Commission. (ii) Each Adviser and the Trust has duly authorized the execution of this Agreement by the Advisers.

Representations and Warranties of the Parties. (a) The Sub-Adviser represents and warrants to the Advisers as follows: (i) The Sub-Adviser is a registered investment adviser under the Advisers Act; (ii) The Form ADV that the Sub-Adviser has previously provided to the Advisers is a true and complete copy of the form as currently filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Advisers and the Trust with a complete copy of all subsequent amendments to its Form ADV; (iii) The Sub-Adviser will carry at all times professional errors and omissions liability insurance with one or more carriers approved selected by the Advisers Sub-Adviser in its reasonable business judgment covering services provided hereunder by the Sub-Adviser in an appropriate amount, which insurance shall be primary to any insurance policy carried by the Advisers; (iv) The Sub-Adviser will furnish the Advisers with certificates of insurance in forms and substance reasonably acceptable to the Advisers evidencing the coverages specified in paragraph 2(a)(iii) hereof and will provide notice of termination of such coverages, if any, to the Advisers and the Trust, all as promptly as reasonably possible. The Sub-Adviser will notify the Advisers promptly, and in any event within 10 business days, when the Sub-Adviser receives notice of any termination of the specified coverage; and (v) This Agreement has been duly authorized and executed by the Sub-Adviser. (b) Each Adviser represents and warrants to the Sub-Adviser as follows: (i) Each Adviser is registered under the Advisers Act; and (ii) Each Adviser and the Trust has duly authorized the execution of this Agreement by the Advisers.

Representations and Warranties of the Parties. (a) The Sub-Adviser represents and warrants to the Advisers Adviser as follows: (i) The Sub-Adviser is a registered investment adviser under the Advisers Act; (ii) The Form ADV that the Sub-Adviser has previously provided to the Advisers Adviser is a true and complete copy of the form as currently filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Advisers Adviser and the Trust with a complete copy of all subsequent amendments to its Form ADV; (iii) The Sub-Adviser will carry at all times professional errors and omissions liability insurance with carriers approved by the Advisers covering services provided hereunder by the Sub-Adviser in an appropriate amount, which insurance shall be primary to any insurance policy carried by the AdvisersAdviser; (iv) The Upon request, the Sub-Adviser will furnish the Advisers Adviser with certificates of insurance in forms and substance reasonably acceptable to the Advisers Adviser evidencing the coverages specified in paragraph 2(a)(iii) hereof and will provide notice of termination of such coverages, if any, to the Advisers Adviser and the Trust, all as promptly as reasonably possible. The Sub-Adviser will notify the Advisers Adviser promptly, and in any event within 10 business days, when the Sub-Adviser receives notice of any termination of the specified coverage; and (v) This Agreement has been duly authorized and executed by the Sub-Adviser. (b) Each The Adviser represents and warrants to the Sub-Adviser as follows: (i) Each The Adviser is a registered investment adviser under the Advisers Act; and (ii) Each of the Adviser and the Trust has duly authorized the execution of this Agreement by the AdvisersAdviser.

Representations and Warranties of the Parties. (a) The Sub-Adviser represents and warrants to the Advisers as follows: (i) The Sub-Adviser is a registered investment adviser under the Advisers Act; (ii) The Form ADV that the Sub-Adviser has previously provided to the Advisers is a true and complete copy of the form as currently filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Advisers and the Trust with a complete copy of all subsequent amendments to its Form ADV; (iii) The Sub-Adviser will carry at all times professional errors and omissions liability insurance with carriers approved by the Advisers covering services provided hereunder by the Sub-Adviser in an appropriate amount, which insurance shall be primary to any insurance policy carried by the Advisers; (iv) The Sub-Adviser will furnish the Advisers with certificates of insurance in forms and substance reasonably acceptable to the Advisers evidencing the coverages specified in paragraph Section 2(a)(iii) hereof and will provide notice of termination of such coverages, if any, to the Advisers and the Trust, all as promptly as reasonably possible. The Sub-Adviser will notify the Advisers promptly, and in any event within 10 business days, when the Sub-Adviser receives notice of any termination of the specified coverage; and (v) This Agreement has been duly authorized and executed by the Sub-Adviser. (b) Each Adviser represents and warrants to the Sub-Adviser as follows: (i) Each Adviser is registered under the Advisers Act; and (ii) Each Adviser and the Trust has duly authorized the execution of this Agreement by the Advisers.

Representations and Warranties of the Parties. (a) The Sub-Adviser represents and warrants to the Advisers Adviser as follows: (i) The Sub-Adviser is a registered investment adviser under the Advisers Act; (ii) The Form ADV that the Sub-Adviser has previously provided to the Advisers Adviser is a true and complete copy of the form as currently filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Advisers Adviser and the Trust with a complete copy of all subsequent amendments to its Form ADV; (iii) The Sub-Adviser will carry at all times professional errors and omissions liability insurance with carriers approved by the Advisers Adviser covering services provided hereunder by the Sub-Adviser in an appropriate amountamount not less than $5,000,000, which insurance shall be primary to any insurance policy carried by the AdvisersAdviser; (iv) The Sub-Adviser will furnish the Advisers Adviser with certificates of insurance in forms and substance reasonably acceptable to the Advisers Adviser evidencing the coverages specified in paragraph 2(a)(iii) hereof and will provide notice of termination of such coverages, if any, to the Advisers Adviser and the Trust, all as promptly as reasonably possible. The Sub-Adviser will notify the Advisers Adviser promptly, and in any event within 10 business days, when the Sub-Adviser receives notice of any termination of the specified coverage; and (v) This Agreement has been duly authorized and executed by the Sub-Adviser. (b) Each The Adviser represents and warrants to the Sub-Adviser as follows: (i) Each The Adviser is registered under the Advisers Act; and (ii) Each of the Adviser and the Trust has duly authorized the execution of this Agreement by the AdvisersAdviser.

Representations and Warranties of the Parties. (a) The Sub-Adviser represents and warrants to the Advisers as follows: (i) The Sub-Adviser is a registered investment adviser under the Advisers Act; (ii) The Form ADV that the Sub-Adviser has previously provided to the Advisers is a true and complete copy of the form as currently filed with the SECin use, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Advisers and the Trust with a complete copy of all subsequent material amendments to its Form ADVADV and offer its Form ADV to Advisers annually; (iii) The Sub-Adviser will carry at all times professional errors and omissions liability insurance with carriers approved by the Advisers covering services provided hereunder by the Sub-Adviser in an appropriate amount, which insurance shall be primary to any insurance policy carried by the Advisers; (iv) The Sub-Adviser will furnish the Advisers with certificates of insurance in forms and substance reasonably acceptable to the Advisers evidencing the coverages specified in paragraph 2(a)(iii) hereof and will provide notice of termination of such coverages, if any, to the Advisers and the Trust, all as promptly as reasonably possible. The Sub-Adviser will notify the Advisers promptly, and in any event within 10 business days, when the Sub-Adviser receives notice of any termination of the specified coverage; and (v) This Agreement has been duly authorized and executed by the Sub-Adviser. (b) Each Adviser represents and warrants to the Sub-Adviser as follows: (i) Each Adviser is registered under the Advisers Act; and (ii) Each Adviser and the Trust has duly authorized the execution of this Agreement by the Advisers.

Representations and Warranties of the Parties. (a) The Sub-Adviser Trader represents and warrants to the Advisers Adviser as follows: (i) The Sub-Adviser Trader is a registered investment adviser under CTA with the Advisers ActCFTC; (ii) The Form ADV that the Sub-Adviser has previously provided to the Advisers is a true and complete copy of the form as currently filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Advisers and the Trust with a complete copy of all subsequent amendments to its Form ADV; (iii) The Sub-Adviser Trader will carry at all times professional errors and omissions liability insurance with carriers approved by the Advisers Trader covering services provided hereunder by the Sub-Adviser Trader in an appropriate amount, which insurance shall be primary to any insurance policy carried as determined by the AdvisersTrader in its discretion; (iviii) The Sub-Adviser Trader will furnish the Advisers Adviser with certificates of insurance in forms and substance reasonably acceptable to the Advisers Adviser evidencing the coverages specified in paragraph 2(a)(iii2(a)(ii) hereof and will provide notice of termination of such coverages, if any, to the Advisers Adviser and the TrustFund, all as promptly as reasonably possible. The Sub-Adviser Trader will notify the Advisers Adviser promptly, and in any event within 10 business days, when the Sub-Adviser Trader receives notice of any termination of the specified coverage; and (viv) This Agreement has been duly authorized and executed by the Sub-AdviserTrader. (b) Each The Adviser represents and warrants to the Sub-Adviser Trader as follows: (i) Each The Adviser is registered under the Advisers Act; and (ii) Each of the Adviser and the Trust Fund has duly authorized the execution of this Agreement by the AdvisersAdviser. (c) The Subsidiary represents and warrants to the Trader as follows: (i) The Subsidiary has duly authorized the execution of this Agreement; (ii) The execution, delivery and performance of this Agreement by the Subsidiary do not violate the Subsidiary’s governing documents nor any obligation by which the Subsidiary or any of its property is bound, whether arising by contract, operation of law or otherwise; (iii) The Subsidiary is a “qualified eligible person” as that term is defined in CFTC Regulation 4.7 and consents to being treated as an exempt account under CFTC Rule 4.7(c); (iv) The Subsidiary is an ‘eligible contract participant’ (as such term is defined in Section 1(a)(18) of the Commodity Exchange Act); and (v) The Subsidiary has read and understood the Disclosure Document (as defined in the Supplemental Trading Agreement), including the Risk Disclosure Statement contained therein, and will read amendments thereto when provided by the Trader, and is aware of the risks inherent in the Investment Program (as defined in the Supplement Trading Agreement) including, without limitation, the risks inherent in trading the financial instruments envisaged in the Investment Program and the Investment Restrictions (as defined in the Supplemental Trading Agreement). Each party agrees to notify the other immediately in writing in the event that any of the representations above cease to be true.

Representations and Warranties of the Parties. (a) The Sub-Adviser represents and warrants to the Advisers as follows: (i) The Sub-Adviser is a registered investment adviser under the Advisers Act; (ii) The Form ADV that the Sub-Adviser has previously provided to the Advisers is a true and complete copy of the form as currently filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Advisers and the Trust with a complete copy of all subsequent amendments to its Form ADV; (iii) The Sub-Adviser will carry at all times professional errors and omissions liability insurance with carriers approved by the Advisers covering services provided hereunder by the Sub-Adviser in an appropriate amount, which insurance shall be primary to any insurance policy carried by the Advisers; (iv) The Sub-Adviser will furnish the Advisers with certificates of insurance in forms and substance reasonably acceptable to the Advisers evidencing the coverages specified in paragraph 2(a)(iii) hereof and will provide notice of termination of such coverages, if any, to the Advisers and the Trust, all as promptly as reasonably possible. The Sub-Adviser will notify the Advisers promptly, and in any event within 10 business days, when the Sub-Adviser receives notice of any termination of the specified coverage; provided, however that such notice shall not be required in the event that comparable coverage is obtained within such period; and (v) This Agreement has been duly authorized and executed by the Sub-Adviser. (b) Each Adviser represents and warrants to the Sub-Adviser as follows: (i) Each Adviser is registered under the Advisers Act; and (ii) Each Adviser and the Trust has duly authorized the execution of this Agreement by the Advisers.

Representations and Warranties of the Parties. (a) The Sub-Adviser represents and warrants to the Advisers Adviser as follows: (i) The Sub-Adviser is a registered investment adviser under the Advisers Act; (ii) The Form ADV that the Sub-Adviser has previously provided to the Advisers Adviser is a true and complete copy of the form as currently filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Advisers Adviser and the Trust with a complete copy of all subsequent amendments to its Form ADV; (iii) The Sub-Adviser will carry at all times professional errors and omissions liability insurance with carriers approved by the Advisers covering services provided hereunder by the Sub-Adviser in an appropriate amount, which insurance shall be primary to any insurance policy carried by the AdvisersAdviser; (iv) The Sub-Adviser will furnish the Advisers Adviser upon request with certificates of insurance in forms and substance reasonably acceptable to the Advisers Adviser evidencing the coverages specified in paragraph 2(a)(iii) hereof and will provide notice of termination of such coverages, if any, to the Advisers Adviser and the Trust, all as promptly as reasonably possible. The Sub-Adviser will notify the Advisers Adviser promptly, and in any event within 10 business days, when the Sub-Adviser receives notice of any termination of the specified coverage; and (v) This Agreement has been duly authorized and executed by the Sub-Adviser.. PHTRANS/ 484468.2 (b) Each The Adviser represents and warrants to the Sub-Adviser as follows: (i) Each The Adviser is registered under the Advisers Act; and; (ii) Each of the Adviser and the Trust has duly authorized the execution of this Agreement by the AdvisersAdviser; and (iii) The Adviser has received and read a copy of the Emerging Markets Risk Disclosure Statement provided by the Sub-Adviser to the Adviser by email on 1 February 2017. The Adviser acknowledges that it understands the high degree of risk involved in making investments in emerging markets, and believes that the investments to be made in respect to the Fund are suitable based upon the Fund’s overall investment objective and policies.

Representations and Warranties of the Parties. (a) The Sub-Adviser represents and warrants to the Advisers Adviser as follows: (i) The Sub-Adviser is a registered investment adviser under the Advisers Act; (ii) The Form ADV that the Sub-Adviser has previously provided to the Advisers Adviser is a true and complete copy of the form as currently filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Advisers Adviser and the Trust with a complete copy of all subsequent amendments to its Form ADV; (iii) The Sub-Adviser will carry at all times professional errors and omissions liability insurance with carriers approved by the Advisers covering services provided hereunder by the Sub-Adviser in an appropriate amountamount for Sub-Adviser’s third-party business, which insurance shall be primary to any insurance policy carried by the AdvisersAdviser; (iv) The Sub-Adviser will furnish the Advisers Adviser with certificates of insurance in forms and substance reasonably acceptable to the Advisers Adviser evidencing the coverages specified in paragraph 2(a)(iii) hereof and will provide notice of termination of such coverages, if any, to the Advisers Adviser and the Trust, all as promptly as reasonably possible. The Sub-Adviser will notify the Advisers Adviser promptly, and in any event within 10 business days, when the Sub-Adviser receives notice of any termination of the specified coverage; and (v) This Agreement has been duly authorized and executed by the Sub-Adviser. (b) Each The Adviser represents and warrants to the Sub-Adviser as follows: (i) Each The Adviser is registered under the Advisers Act; and (ii) Each of the Adviser and the Trust has duly authorized the execution of this Agreement by the AdvisersAdviser.

Representations and Warranties of the Parties. (a) The Sub-Adviser represents and warrants to the Advisers as follows: (i) The Sub-Adviser is a registered investment adviser under the Advisers Act; (ii) The Form ADV that the Sub-Adviser has previously provided to the Advisers is a true and complete copy of the form as currently filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Advisers and the Trust with a complete copy of all subsequent amendments to its Form ADV; (iii) The Sub-Adviser will carry at all times professional errors and omissions liability insurance with carriers approved by reasonably acceptable to the Advisers covering services provided hereunder by the Sub-Adviser in an appropriate a commercially reasonable amount, which insurance shall be primary to any insurance policy carried by the Advisers; (iv) The Sub-Adviser will furnish the Advisers with certificates of insurance in forms and substance reasonably acceptable to the Advisers evidencing the coverages specified in paragraph 2(a)(iii) hereof and will provide notice of termination of such coverages, if any, to the Advisers and the Trust, all as promptly as reasonably possible. The Sub-Adviser will notify the Advisers promptly, and in any event within 10 business days, when the Sub-Adviser receives notice of any termination of the specified coverage; and (v) This Agreement has been duly authorized and executed by the Sub-Adviser. (b) Each Adviser represents and warrants to the Sub-Adviser as follows: (i) Each Adviser is registered under the Advisers Act; and (ii) Each Adviser and the Trust has duly authorized the execution of this Agreement by the Advisers.