Common use of REPRESENTATIONS OF ADVISER Clause in Contracts

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants that: A. The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement is in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform its obligations under this Agreement; (iv) has the power and authority to enter into and perform its obligations under this Agreement; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as the investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Adviser will also promptly notify the Sub-Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; provided, however, that routine regulatory examinations not involving the Sub-Adviser shall not be required to be reported by this provision. D. The Adviser is registered as a commodity pool operator (“CPO”) under the Commodity Exchange Act (“CEA”) and is a member of the National Futures Association (“NFA”). With respect to each of the Portfolio(s), the Adviser has claimed either (1) the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to the Portfolio and, in such case, the Adviser will file the notice required under CFTC Regulation 4.5 with respect to the Portfolio and will annually reaffirm such notice filing on behalf of the Portfolio as required by CFTC Regulation 4.5; or (2) the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further represents, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) of the CEA.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants agrees that: A. The Adviser has been duly authorized by the Board to delegate to the Sub-Adviser the provision of investment services to each Fund as contemplated hereby. B. The Adviser is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Adviser by applicable law and regulations. C. The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under the services contemplated by this Agreement; (iii) to the best of its knowledge, has met, met and will seek to continue to meet for so long as this Agreement is in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, agency necessary to be met in order to perform its obligations under this Agreement; (iv) has the power and authority to enter into and perform its obligations under services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as the investment adviser manager of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. . The Adviser will also promptly notify the Sub-Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; any Fund, provided, however, that routine regulatory examinations not involving the Sub-Adviser shall not be required to be reported by this provision. D. The Adviser certifies that as of the date of this Agreement the Trust is registered as a commodity pool operator Qualified Institutional Buyer (“CPOQIB”) as defined in Rule 144A under the Commodity Exchange Act (“CEA”) 1933 Act, and is a member of the National Futures Association (“NFA”). With respect to each of the Portfolio(s), the Adviser has claimed either (1) the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to the Portfolio and, in such case, the Adviser will file promptly notify the notice required under CFTC Regulation 4.5 with respect Sub-Adviser if the Trust ceases to be a QIB. E. The Adviser, through its designated administrator or sub-administrator, will regularly notify the Portfolio and will annually reaffirm such notice filing on behalf of the Portfolio as required by CFTC Regulation 4.5; or (2) the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Sub-Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further representsif any “government entity” assets, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) of Rule 206(4)-5 under the CEAAdvisers Act, are contributed to any Fund.

REPRESENTATIONS OF ADVISER. The Adviser represents, represents and warrants and covenants that: A. The Adviser that it: (i) is registered as an investment adviser under the Advisers Act (and will shall continue to be so registered for so long as this Agreement remains in effect); (ii) is not prohibited by the Investment Company Act, 1940 Act or the Advisers Act or other law, regulation or order from performing its obligations under the services contemplated by this Agreement; (iii) has met, and will shall seek to continue to meet for so long as this Agreement is remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform its obligations under the services contemplated by this Agreement; (iv) has the power and authority to enter into and perform its obligations under this Agreement; and (v) will shall promptly notify the Sub-Adviser Trust of the occurrence of any event that would disqualify the Adviser from serving as the an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company 1940 Act or otherwise. B. The ; (v) shall promptly notify the Trust if the Adviser is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority; (vi) shall promptly notify the Trust of any material fact known to the Adviser regarding or relating to the Adviser that would make any written information provided to the Trust materially inaccurate or incomplete or if any written information becomes untrue in any material respect; (vii) shall promptly notify the Trust if the Adviser suffers a material adverse change in its business that would materially impair its ability to perform its duties under the Agreement; (viii) has adopted and implemented (and shall continue to maintain and implement for so long as this Agreement remains in effect) a written code of ethics complying Code that complies with the requirements of Rule 17j-1 under the Investment Company Act 1940 Act; and will provide (ix) has adopted and implemented (and shall continue to maintain and implement for so long as this Agreement remains in effect) a Compliance Manual that is reasonably designed to prevent violations of Federal Securities Laws by the Sub-Adviser with Adviser, its employees, officers, and agents. For purposes of this paragraph, a copy of such code of ethics. C. The Adviser will also promptly notify the Sub-Adviser if it is served or otherwise receives notice of any action“material adverse change” shall include, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; provided, however, that routine regulatory examinations not involving the Sub-Adviser but shall not be required to be reported by this provision. D. The Adviser is registered as limited to, a commodity pool operator material loss of assets or accounts under management or the departure (“CPO”or threatened departure) under the Commodity Exchange Act (“CEA”) and is a member of the National Futures Association (“NFA”). With respect to each of the Portfolio(s), the Adviser has claimed either (1) the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect senior investment professionals to the Portfolio and, in extent such case, the Adviser will file the notice required under CFTC Regulation 4.5 professions are not replaced promptly with respect to the Portfolio professions of comparable experience and will annually reaffirm such notice filing on behalf of the Portfolio as required by CFTC Regulation 4.5; or (2) the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further represents, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) of the CEAquality.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants agrees that: A. The (a) Adviser is a statutory trust duly established, validly existing and in good standing under the laws of the State of Delaware, and is duly qualified to do business and is in good standing under the laws of each jurisdiction where the failure to so qualify would have a material adverse effect on its business; (ib) Adviser is duly registered as an “investment adviser adviser” under the Advisers Act Act; (c) Adviser has been duly appointed by the Trustees and shareholders of the Fund to provide investment services to the Fund as contemplated by the Advisory Contract and is authorized to delegate any and all of its duties and obligations thereunder; (d) the execution, delivery and performance of this Agreement are within Adviser’s powers, have been and remain duly authorized by all necessary corporate action and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act violate or other law, constitute a default under any applicable law or regulation or order from performing its obligations under this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement is in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory decree, order, judgment, agreement or industry self-regulatory agency, instrument binding on Adviser or under Adviser’s declaration of trust; (e) no consent of any applicable governmental authority or body is necessary to be met in order to perform its obligations under this Agreement; (iv) has the power and authority for Adviser to enter into and perform its obligations under this Agreement; , except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; (vf) Adviser will promptly notify the Sub-Adviser Subadviser in writing of the occurrence of any event that would disqualify which is likely to have a material impact on the Adviser from serving as the investment adviser performance of an investment company its obligations pursuant to Section 9(a) of this Agreement, including without limitation the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Adviser will also promptly notify the Sub-Adviser if it is served or otherwise receives notice existence of any actionpending or reasonably anticipated audit, suit, proceeding, inquiry or investigation, at law complaint, examination or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; provided, however, that other inquiry (other than routine regulatory examinations not involving the Sub-or inspections) relating to Adviser shall not be required to be reported by this provision. D. The Adviser is registered as a commodity pool operator (“CPO”) under the Commodity Exchange Act (“CEA”) and is a member of the National Futures Association (“NFA”). With respect to each of the Portfolio(s), the Adviser has claimed either (1) the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to the Portfolio and, in such case, the Adviser will file the notice required under CFTC Regulation 4.5 with respect to the Portfolio and will annually reaffirm such notice filing on behalf of the Portfolio as required by CFTC Regulation 4.5; or (2) the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(iiFund conducted by any state or federal governmental regulatory authority; and (g) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further represents, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remainconstitutes a legal, an “eligible contract participant” within the meaning of Section 1a(18) of the CEAvalid and binding obligation enforceable against Adviser.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants agrees that: A. The (a) Adviser is a business corporation duly established, validly existing and in good standing under the laws of the State of Delaware, and is duly qualified to do business and is in good standing under the laws of each jurisdiction where the failure to so qualify would have a material adverse effect on its business; (ib) Adviser is duly registered as an “investment adviser adviser” under the Advisers Act Act; (c) Adviser has been duly appointed by the Trustees and shareholders of the Fund to provide investment services to the Fund as contemplated by the Advisory Contract and is authorized to delegate any and all of its duties and obligations thereunder; (d) the execution, delivery and performance of this Agreement are within Adviser’s powers, have been and remain duly authorized by all necessary corporate action and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act violate or other law, constitute a default under any applicable law or regulation or order from performing its obligations under this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement is in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory decree, order, judgment, agreement or industry self-regulatory agency, instrument binding on Adviser or under Adviser’s declaration of trust; (e) no consent of any applicable governmental authority or body is necessary to be met in order to perform its obligations under this Agreement; (iv) has the power and authority for Adviser to enter into and perform its obligations under this Agreement; , except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; (vf) Adviser will promptly notify the Sub-Adviser Subadviser in writing of the occurrence of any event that would disqualify which is likely to have a material impact on the Adviser from serving as the investment adviser performance of an investment company its obligations pursuant to Section 9(a) of this Agreement, including without limitation the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Adviser will also promptly notify the Sub-Adviser if it is served or otherwise receives notice existence of any actionpending or reasonably anticipated audit, suit, proceeding, inquiry or investigation, at law complaint, examination or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; provided, however, that other inquiry (other than routine regulatory examinations not involving the Sub-or inspections) relating to Adviser shall not be required to be reported by this provision. D. The Adviser is registered as a commodity pool operator (“CPO”) under the Commodity Exchange Act (“CEA”) and is a member of the National Futures Association (“NFA”). With respect to each of the Portfolio(s), the Adviser has claimed either (1) the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to the Portfolio and, in such case, the Adviser will file the notice required under CFTC Regulation 4.5 with respect to the Portfolio and will annually reaffirm such notice filing on behalf of the Portfolio as required by CFTC Regulation 4.5; or (2) the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(iiFund conducted by any state or federal governmental regulatory authority; and (g) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further represents, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remainconstitutes a legal, an “eligible contract participant” within the meaning of Section 1a(18) of the CEAvalid and binding obligation enforceable against Adviser.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants agrees that: A. The (a) Adviser is a statutory trust duly established, validly existing and in good standing under the laws of the State of Delaware, and is duly qualified to do business and is in good standing under the laws of each jurisdiction where the failure to so qualify would have a material adverse effect on its business; (ib) Adviser is duly registered as an “investment adviser adviser” under the Advisers Act Act; (c) Adviser has been duly appointed by the Trustees and shareholders of the Fund to provide investment services to the Fund as contemplated by the Advisory Contract and is authorized to delegate any and all of its duties and obligations thereunder; (d) the execution, delivery and performance of this Agreement are within Adviser’s powers, have been and remain duly authorized by all necessary corporate action and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act violate or other law, constitute a default under any applicable law or regulation or order from performing its obligations under this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement is in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory decree, order, judgment, agreement or industry self-regulatory agency, instrument binding on Adviser or under Adviser’s declaration of trust; (e) no consent of any applicable governmental authority or body is necessary to be met in order to perform its obligations under this Agreement; (iv) has the power and authority for Adviser to enter into and perform its obligations under this Agreement; , except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; (vf) Adviser will promptly notify the Sub-Adviser Subadviser in writing of the occurrence of any event that would disqualify which is likely to have a material impact on the Adviser from serving as the investment adviser performance of an investment company its obligations pursuant to Section 9(a) of this Agreement, including without limitation the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Adviser will also promptly notify the Sub-Adviser if it is served or otherwise receives notice existence of any actionpending or threatened audit, suit, proceeding, inquiry or investigation, at law complaint, examination or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; provided, however, that other inquiry (other than routine regulatory examinations not involving the Sub-or inspections) relating to Adviser shall not be required to be reported by this provision. D. The Adviser is registered as a commodity pool operator (“CPO”) under the Commodity Exchange Act (“CEA”) and is a member of the National Futures Association (“NFA”). With respect to each of the Portfolio(s), the Adviser has claimed either (1) the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to the Portfolio and, in such case, the Adviser will file the notice required under CFTC Regulation 4.5 with respect to the Portfolio and will annually reaffirm such notice filing on behalf of the Portfolio as required by CFTC Regulation 4.5; or (2) the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(iiFund conducted by any state or federal governmental regulatory authority; and (g) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further represents, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remainconstitutes a legal, an “eligible contract participant” within the meaning of Section 1a(18) of the CEAvalid and binding obligation enforceable against Adviser.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants thatagrees as follows: A. The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under the services contemplated by this Agreement; (iii) has met, met and will seek to continue to meet for so long as this Agreement is remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, agency necessary to be met in order to perform its obligations under the services contemplated by this Agreement; (iv) has the power and authority to enter into and perform its obligations under the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser Manager of the occurrence of any event that would disqualify the Adviser from serving as the an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. . The Adviser will also promptly notify each Portfolio and the Sub-Adviser Manager if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; ), provided, however, that routine regulatory examinations not involving the Sub-Adviser shall not be required to be reported by this provision. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Manager and the Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Operating Officer or a vice-president of the Adviser shall certify to the Manager that the Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made to the Adviser by Rule 17j-1(c)(1) and all other records relevant to the Adviser’s code of ethics. C. The Adviser has provided the Trust and the Manager with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the Securities and Exchange Commission and promptly will furnish a copy of all amendments to the Trust and the Manager at least annually. Such amendments shall reflect all changes in the Adviser’s organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. D. The Adviser is registered as a commodity pool operator (“CPO”) under will notify the Commodity Exchange Act (“CEA”) Trust and is a member the Manager of any assignment of this Agreement or change of control of the National Futures Association (“NFA”)Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio(s) or senior management of the Adviser, in each case prior to or promptly after, such change. With respect The Adviser agrees to each bear all reasonable expenses of the Trust, if any, arising out of an assignment or change in control. E. The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Trust, the Portfolio(s), the Adviser has claimed either (1) Manager or any of their respective affiliates in offering, marketing or other promotional materials without the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to express written consent of the Portfolio andManager, in such caseexcept as required by rule, regulation or upon the request of a governmental authority. However, the Adviser will file may use the notice required under CFTC Regulation 4.5 with respect to the Portfolio and will annually reaffirm such notice filing on behalf performance of the Portfolio as required by CFTC Regulation 4.5; or (2) the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further represents, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) of the CEAits composite performance.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants agrees that: A. The (a) Adviser is a business corporation duly established, validly existing and in good standing under the laws of the State of Delaware, and is duly qualified to do business and is in good standing under the laws of each jurisdiction where the failure to so qualify would have a material adverse effect on its business; (ib) Adviser is duly registered as an “investment adviser adviser” under the Advisers Act Act; (c) Adviser has been duly appointed by the Board and shareholders of the Fund to provide investment services to the Fund as contemplated by the Advisory Contract and is authorized to delegate any and all of its duties and obligations thereunder; (d) the execution, delivery and performance of this Agreement are within Adviser’s powers, have been and remain duly authorized by all necessary corporate action and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act violate or other law, constitute a default under any applicable law or regulation or order from performing its obligations under this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement is in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory decree, order, judgment, agreement or industry self-regulatory agency, instrument binding on Adviser or under Adviser’s declaration of trust; (e) no consent of any applicable governmental authority or body is necessary to be met in order to perform its obligations under this Agreement; (iv) has the power and authority for Adviser to enter into and perform its obligations under this Agreement; , except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; (vf) Adviser will promptly notify the Sub-Adviser Subadviser in writing of the occurrence of any event that would disqualify which is likely to have a material impact on the Adviser from serving as the investment adviser performance of an investment company its obligations pursuant to Section 9(a) of this Agreement, including without limitation the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Adviser will also promptly notify the Sub-Adviser if it is served or otherwise receives notice existence of any actionpending or reasonably anticipated audit, suit, proceeding, inquiry or investigation, at law complaint, examination or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; provided, however, that other inquiry (other than routine regulatory examinations not involving the Sub-or inspections) relating to Adviser shall not be required to be reported by this provision. D. The Adviser is registered as a commodity pool operator (“CPO”) under the Commodity Exchange Act (“CEA”) and is a member of the National Futures Association (“NFA”). With respect to each of the Portfolio(s), the Adviser has claimed either (1) the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to the Portfolio and, in such case, the Adviser will file the notice required under CFTC Regulation 4.5 with respect to the Portfolio and will annually reaffirm such notice filing on behalf of the Portfolio as required by CFTC Regulation 4.5; or (2) the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(iiFund conducted by any state or federal governmental regulatory authority; and (g) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further represents, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remainconstitutes a legal, an “eligible contract participant” within the meaning of Section 1a(18) of the CEAvalid and binding obligation enforceable against Adviser.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants that: A. The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement is in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform its obligations under this Agreement; (iv) has the power and authority to enter into and perform its obligations under this Agreement; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as the investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Adviser will also promptly notify the Sub-Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(sFund(s) and affecting the Sub-Adviser; provided, however, that routine regulatory examinations not involving the Sub-Adviser shall not be required to be reported by this provision. D. The Adviser is registered as a commodity pool operator (“CPO”) under the Commodity Exchange Act (“CEA”) and is a member of the National Futures Association (“NFA”). With respect to each of the Portfolio(sFund(s), the Adviser has claimed either (1) the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to the Portfolio Fund and, in such case, the Adviser will file the notice required under CFTC Regulation 4.5 with respect to the Portfolio Fund and will annually reaffirm such notice filing on behalf of the Portfolio Fund as required by CFTC Regulation 4.5; or (2) the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to the PortfolioFund. Information regarding whether the Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio Fund is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further represents, warrants and covenants that each of the Portfolio(sFund(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) of the CEA.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants thatagrees as follows: A. The Adviser Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under the services contemplated by this Agreement; (iii) has met, met and will seek to continue to meet for so long as this Agreement is remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, agency necessary to be met in order to perform its obligations under the services contemplated by this Agreement; (iv) has the power and authority to enter into and perform its obligations under the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser Manager of the occurrence of any event that would disqualify the Adviser from serving as the an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. . The Adviser will also promptly notify the Sub-Adviser Fund and the Manager if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; Fund, provided, however, that routine regulatory examinations not involving the Sub-Adviser shall not be required to be reported by this provision. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Manager and the Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Operating Officer or a vice-president of the Adviser shall certify to the Manager that the Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser's code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made to the Adviser by Rule 17j-1(c)(1) and all other records relevant to the Adviser's code of ethics. C. The Adviser has provided the Trust and the Manager with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the Securities and Exchange Commission and promptly will furnish a copy of all amendments to the Trust and the Manager at least annually. Such amendments shall reflect all changes in the Adviser's organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. D. The Adviser is registered as a commodity pool operator (“CPO”) under will notify the Commodity Exchange Act (“CEA”) Trust and is a member the Manager of any assignment of this Agreement or change of control of the National Futures Association (“NFA”). With respect to each Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio(s)Allocated Portion or senior management of the Adviser, in each case prior to or promptly after, such change. The Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of an assignment or change in control. E. The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Trust, the Fund, the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager, except as required by rule, regulation or upon the request of a governmental authority. However, the Adviser has claimed either (1) may use the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to the Portfolio and, in such case, the Adviser will file the notice required under CFTC Regulation 4.5 with respect to the Portfolio and will annually reaffirm such notice filing on behalf performance of the Portfolio as required by CFTC Regulation 4.5; or (2) the relief Allocated Portion in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further represents, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) of the CEAits composite performance.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants thatagrees as follows: A. The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under the services contemplated by this Agreement; (iii) has met, met and will seek to continue to meet for so long as this Agreement is remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, agency necessary to be met in order to perform its obligations under the services contemplated by this Agreement; (iv) has the power and authority to enter into and perform its obligations under the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser Manager of the occurrence of any event that would disqualify the Adviser from serving as the an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. . The Adviser will also promptly notify the Sub-Adviser Trust and the Manager if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; Portfolio , provided, however, that routine regulatory examinations not involving the Sub-Adviser shall not be required to be reported by this provision. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Manager and the Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Operating Officer or a vice-president of the Adviser shall certify to the Manager that the Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made to the Adviser by Rule 17j-1(c)(1) and all other records relevant to the Adviser’s code of ethics. C. The Adviser has provided the Trust and the Manager with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the Securities and Exchange Commission and promptly will furnish a copy of all amendments to the Trust and the Manager at least annually. Such amendments shall reflect all changes in the Adviser’s organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. D. The Adviser is registered as a commodity pool operator (“CPO”) under will notify the Commodity Exchange Act (“CEA”) Trust and is a member the Manager of any assignment of this Agreement or change of control of the National Futures Association (“NFA”). With respect to each Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio(s)Allocated Portion or senior management of the Adviser, in each case prior to or promptly after, such change. The Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of an assignment or change in control. E. The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Trust, the Fund, the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager, except as required by rule, regulation or upon the request of a governmental authority. However, the Adviser has claimed either (1) may use the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to the Portfolio and, in such case, the Adviser will file the notice required under CFTC Regulation 4.5 with respect to the Portfolio and will annually reaffirm such notice filing on behalf performance of the Portfolio as required by CFTC Regulation 4.5; or (2) the relief Allocated Portion in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further represents, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) of the CEAits composite performance.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants agrees that: A. The Adviser has been duly authorized by the Board to delegate to the Sub-Adviser the provision of investment services to each Fund as contemplated hereby. B. The Adviser is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Adviser by applicable law and regulations. C. The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under the services contemplated by this Agreement; (iii) to the best of its knowledge, has met, met and will seek to continue to meet for so long as this Agreement is in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, agency necessary to be met in order to perform its obligations under the services contemplated by this Agreement; (iv) has the power and authority to enter into and perform its obligations under the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as the investment adviser manager of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. . The Adviser will also promptly notify the Sub-Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; any Fund, provided, however, that routine regulatory examinations not involving the Sub-Adviser shall not be required to be reported by this provision. D. The Adviser certifies that as of the date of this Agreement the Trust is registered as a commodity pool operator Qualified Institutional Buyer (“CPOQIB”) as defined in Rule 144A under the Commodity Exchange Act (“CEA”) 1933 Act, and is a member of the National Futures Association (“NFA”). With respect to each of the Portfolio(s), the Adviser has claimed either (1) the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to the Portfolio and, in such case, the Adviser will file promptly notify the notice required under CFTC Regulation 4.5 with respect Sub-Adviser if the Trust ceases to be a QIB. E. The Adviser, through its designated administrator or sub-administrator, will regularly notify the Portfolio and will annually reaffirm such notice filing on behalf of the Portfolio as required by CFTC Regulation 4.5; or (2) the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Sub-Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further representsif any “government entity” assets, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) of Rule 206(4)-5 under the CEAAdvisers Act, are contributed to any Fund.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants warrants, and covenants thatagrees, as of the date hereof, as follows: A. The Adviser Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement is in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform its obligations under this Agreement; (iv) has the power and authority to enter into and perform its obligations under the services contemplated by this Agreement; and (viii) will promptly notify the Sub-Adviser Subadviser of the occurrence of any event that would disqualify the Adviser from serving as the an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company 1940 Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 Trust is registered as an investment company under the Investment Company 1940 Act and will provide shall maintain such registration in good standing throughout the Sub-Adviser with a copy term of such code of ethicsthis Agreement. C. The Adviser will also promptly notify is an entity duly organized and validly existing and in good standing under the Sub-Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs laws of the Portfolio(s) jurisdiction of its organization and affecting in good standing in each other jurisdiction in which the Sub-Adviser; provided, however, that routine regulatory examinations not involving nature or conduct of its business requires such qualification and the Sub-Adviser shall not be required failure to be reported by duly qualified would materially affect the Adviser’s ability to perform its obligations under this provisionAgreement. The Adviser has full power and authority to perform its obligations under this Agreement and it has the requisite power and authority to own property, perform its obligations and conduct its business. D. The execution and delivery of this Agreement, the incurrence of the obligations herein set forth and the consummation of the transactions contemplated herein will not constitute a breach of, or default under, any instrument by which the Adviser is registered as bound or any order, rule, statue or regulation applicable to the Adviser of any court or any governmental body or administrative agency having jurisdiction over the Adviser including, without limitation the 1940 Act or the Advisers Act. E. This Agreement has been duly and validly authorized, executed and delivered by the Adviser and constitutes a commodity pool operator (“CPO”) under the Commodity Exchange Act (“CEA”) legal, valid and is a member binding agreement of the National Futures Association (“NFA”)Adviser enforceable in accordance with its terms. With respect to each This Agreement has been duly approved by the Trust and the Board in accordance with all applicable requirements of the Portfolio(s)1940 Act. If at any time, any event shall occur which would make any of the foregoing representations and warranties of the Adviser no longer true and accurate in any material respect, the Adviser has claimed either (1) shall notify the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to the Portfolio andSubadviser as soon as is reasonably practicable, in such case, the Adviser will file the notice required under CFTC Regulation 4.5 with respect to the Portfolio and will annually reaffirm such notice filing on behalf of the Portfolio except as required prohibited by CFTC Regulation 4.5; or (2) the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further represents, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) of the CEAapplicable law.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants thatagrees as follows: A. The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under the services contemplated by this Agreement; (iii) has met, met and will seek to continue to meet for so long as this Agreement is remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, agency necessary to be met in order to perform its obligations under the services contemplated by this Agreement; (iv) has the power and authority to enter into and perform its obligations under the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser Manager of the occurrence of any event that would disqualify the Adviser from serving as the an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. . The Adviser will also promptly notify the Sub-Adviser Trust and the Manager if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; Portfolio, provided, however, that routine regulatory examinations not involving the Sub-Adviser shall not be required to be reported by this provision. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Manager and the Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Operating Officer or a vice-president of the Adviser shall certify to the Manager that the Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made to the Adviser by Rule 17j-1(c)(1) and all other records relevant to the Adviser’s code of ethics. C. The Adviser has provided the Trust and the Manager with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the Securities and Exchange Commission and promptly will furnish a copy of all amendments to the Trust and the Manager at least annually. Such amendments shall reflect all changes in the Adviser’s organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. D. The Adviser is registered as a commodity pool operator (“CPO”) under will notify the Commodity Exchange Act (“CEA”) Trust and is a member the Manager of any assignment of this Agreement or change of control of the National Futures Association (“NFA”). With respect to each Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio(s)Allocated Portion or senior management of the Adviser, in each case prior to or promptly after, such change. The Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of an assignment or change in control. E. The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Trust, the Fund, the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager, except as required by rule, regulation or upon the request of a governmental authority. However, the Adviser has claimed either (1) may use the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to the Portfolio and, in such case, the Adviser will file the notice required under CFTC Regulation 4.5 with respect to the Portfolio and will annually reaffirm such notice filing on behalf performance of the Portfolio as required by CFTC Regulation 4.5; or (2) the relief Allocated Portion in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further represents, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) of the CEAits composite performance.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants thatagrees as follows: A. The Adviser Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under the services contemplated by this Agreement; (iii) has met, met and will seek to continue to meet for so long as this Agreement is remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, agency necessary to be met in order to perform its obligations under the services contemplated by this Agreement; (iv) has the power and authority to enter into and perform its obligations under the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser Manager of the occurrence of any event that would disqualify the Adviser from serving as the an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. . The Adviser will also promptly notify the Sub-Adviser Fund and the Manager if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; Fund, provided, however, that routine regulatory examinations not involving the Sub-Adviser shall not be required to be reported by this provision. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Manager and the Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Operating Officer or a vice-president of the Adviser shall certify to the Manager that the Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser's code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made to the Adviser by Rule 17j-1(c)(1) and all other records relevant to the Adviser's code of ethics. C. The Adviser has provided the Trust and the Manager with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the Securities and Exchange Commission and promptly will furnish a copy of all amendments to the Trust and the Manager at least annually. Such amendments shall reflect all changes in the Adviser's organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. D. The Adviser is registered as a commodity pool operator (“CPO”) under will notify the Commodity Exchange Act (“CEA”) Trust and is a member the Manager of any assignment of this Agreement or change of control of the National Futures Association (“NFA”). With respect to each Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio(s)Allocated Portion or senior management of the Adviser, in each case prior to or, promptly after, such change. The Adviser agrees to bear all reasonable expenses of the Fund, if any, arising out of an assignment or change in control. E. The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Trust, the Fund, the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager, except as required by rule, regulation or upon the request of a governmental authority. However, the Adviser has claimed either (1) may use the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to the Portfolio and, in such case, the Adviser will file the notice required under CFTC Regulation 4.5 with respect to the Portfolio and will annually reaffirm such notice filing on behalf performance of the Portfolio as required by CFTC Regulation 4.5; or (2) the relief Allocated Portion in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further represents, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) of the CEAits composite performance.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants thatagrees as follows: A. The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under the services contemplated by this Agreement; (iii) has met, met and will seek to continue to meet for so long as this Agreement is remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, agency necessary to be met in order to perform its obligations under the services contemplated by this Agreement; (iv) has the power and authority to enter into and perform its obligations under the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser Manager of the occurrence of any event that would disqualify the Adviser from serving as the an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. . The Adviser will also promptly notify the Sub-Adviser Portfolio and the Manager if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; ), provided, however, that routine regulatory examinations not involving the Sub-Adviser shall not be required to be reported by this provision. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Manager and the Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Operating Officer or a vice-president of the Adviser shall certify to the Manager that the Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made to the Adviser by Rule 17j-1(c)(1) and all other records relevant to the Adviser’s code of ethics. C. The Adviser has provided the Trust and the Manager with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the Securities and Exchange Commission and promptly will furnish a copy of all amendments to the Trust and the Manager at least annually. Such amendments shall reflect all changes in the Adviser’s organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. D. The Adviser is registered as a commodity pool operator (“CPO”) under will notify the Commodity Exchange Act (“CEA”) Trust and is a member the Manager of any assignment of this Agreement or change of control of the National Futures Association (“NFA”). With respect to each of Adviser, as applicable, and any changes in the Portfolio(s), the Adviser has claimed either (1) the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to the Portfolio and, in such case, the Adviser will file the notice required under CFTC Regulation 4.5 with respect to the Portfolio and will annually reaffirm such notice filing on behalf of the Portfolio as required by CFTC Regulation 4.5; or (2) the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Adviser has claimed key personnel who are either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(iiportfolio manager(s) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further represents, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) or senior management of the CEAAdviser, in each case prior to or promptly after, such change. The Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of an assignment or change in control. E. The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Trust, the Portfolio, the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager, except as required by rule, regulation or upon the request of a governmental authority. However, the Adviser may use the performance of the Portfolio in its composite performance.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants thatagrees as follows: A. The Adviser Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under the services contemplated by this Agreement; (iii) has met, met and will seek to continue to meet for so long as this Agreement is remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, agency necessary to be met in order to perform its obligations under the services contemplated by this Agreement; (iv) has the power and authority to enter into and perform its obligations under the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser Manager of the occurrence of any event that would disqualify the Adviser from serving as the an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. . The Adviser will also promptly notify each Portfolio and the Sub-Adviser Manager if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; ), provided, however, that routine regulatory examinations not involving the Sub-Adviser shall not be required to be reported by this provision. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Manager and the Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Operating Officer or a vice-president of the Adviser shall certify to the Manager that the Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser's code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made to the Adviser by Rule 17j-1(c)(1) and all other records relevant to the Adviser's code of ethics. C. The Adviser has provided the Corporation and the Manager with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the Securities and Exchange Commission and promptly will furnish a copy of all amendments to the Corporation and the Manager at least annually. Such amendments shall reflect all changes in the Adviser's organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. D. The Adviser is registered as a commodity pool operator (“CPO”) under will notify the Commodity Exchange Act (“CEA”) Corporation and is a member the Manager of any assignment of this Agreement or change of control of the National Futures Association (“NFA”)Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio(s) or senior management of the Adviser, in each case prior to or promptly after, such change. With respect The Adviser agrees to each bear all reasonable expenses of the Corporation, if any, arising out of an assignment or change in control. E. The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Corporation, the Portfolio(s), the Adviser has claimed either (1) Manager or any of their respective affiliates in offering, marketing or other promotional materials without the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to express written consent of the Portfolio andManager, in such caseexcept as required by rule, regulation or upon the request of a governmental authority. However, the Adviser will file may use the notice required under CFTC Regulation 4.5 with respect to the Portfolio and will annually reaffirm such notice filing on behalf performance of the Portfolio as required by CFTC Regulation 4.5; or (2) the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further represents, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) of the CEAits composite performance.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants that: A. The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement is in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform its obligations under this Agreement; (iv) has the power and authority to enter into and perform its obligations under this Agreement; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as the investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Adviser will also promptly notify the Sub-Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, or governmental authority, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser or that materially relates to the Adviser; provided, however, that routine regulatory examinations not involving the Sub-Adviser shall not be required to be reported by ’s services under this provisionAgreement. D. The Adviser is registered as a commodity pool operator (“CPO”) under the Commodity Exchange Act (“CEA”) and is a member of the National Futures Association (“NFA”). With respect to each of the Portfolio(s), the Adviser has claimed either (1) the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to the Portfolio and, in such case, the Adviser will file the notice required under CFTC Regulation 4.5 with respect to the Portfolio and will annually reaffirm such notice filing on behalf of the Portfolio as required by CFTC Regulation 4.5; or (2) the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further represents, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) of the CEA.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants that: A. The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under this Agreement; (iii) to the best of its knowledge, has met, and will seek to continue to meet for so long as this Agreement is in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform its obligations under this Agreement; (iv) has the power and authority to enter into and perform its obligations under this Agreement; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as the investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Adviser will also promptly notify the Sub-Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; provided, however, that routine regulatory examinations not involving the Sub-Adviser shall not be required to be reported by this provision. D. The Adviser is registered as a commodity pool operator (“CPO”) under the Commodity Exchange Act (“CEA”) and is a member of the National Futures Association (“NFA”). With respect to each of the Portfolio(s), the Adviser has claimed either (1) the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to the Portfolio and, in such case, the Adviser will file the notice required under CFTC Regulation 4.5 with respect to the Portfolio and will annually reaffirm such notice filing on behalf of the Portfolio as required by CFTC Regulation 4.5; or (2) the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further represents, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) of the CEA.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants thatagrees as follows: A. The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under the services contemplated by this Agreement; (iii) has met, met and will seek to continue to meet for so long as this Agreement is remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, agency necessary to be met in order to perform its obligations under the services contemplated by this Agreement; (iv) has the power and authority to enter into and perform its obligations under the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser Manager of the occurrence of any event that would disqualify the Adviser from serving as the an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. . The Adviser will also promptly notify the Sub-Adviser Fund and the Manager if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; Fund, provided, however, that routine regulatory examinations not involving the Sub-Adviser shall not be required to be reported by this provision. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Manager and the Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Operating Officer or a vice-president of the Adviser shall certify to the Manager that the Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made to the Adviser by Rule 17j-1(c)(1) and all other records relevant to the Adviser’s code of ethics. C. The Adviser has provided the Trust and the Manager with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the Securities and Exchange Commission and promptly will furnish a copy of all amendments to the Trust and the Manager at least annually. Such amendments shall reflect all changes in the Adviser’s organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. D. The Adviser is registered as a commodity pool operator (“CPO”) under will notify the Commodity Exchange Act (“CEA”) Trust and is a member the Manager of any assignment of this Agreement or change of control of the National Futures Association (“NFA”). With respect to each Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio(s)Allocated Portion or senior management of the Adviser, in each case prior to or promptly after, such change. The Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of an assignment or change in control. E. The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Trust, the Fund, the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager, except as required by rule, regulation or upon the request of a governmental authority. However, the Adviser has claimed either (1) may use the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to the Portfolio and, in such case, the Adviser will file the notice required under CFTC Regulation 4.5 with respect to the Portfolio and will annually reaffirm such notice filing on behalf performance of the Portfolio as required by CFTC Regulation 4.5; or (2) the relief Allocated Portion in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further represents, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) of the CEAits composite performance.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants thatagrees as follows: A. The Adviser Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under the services contemplated by this Agreement; (iii) has met, met and will seek to continue to meet for so long as this Agreement is remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, agency necessary to be met in order to perform its obligations under the services contemplated by this Agreement; (iv) has the power and authority to enter into and perform its obligations under the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser Manager of the occurrence of any event that would disqualify the Adviser from serving as the an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. . The Adviser will also promptly notify the Sub-Adviser Fund and the Manager if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; Fund, provided, however, that routine regulatory examinations not involving the Sub-Adviser examination shall not be required to be reported by this provision. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Manager and the Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Operating Officer or a vice-president of the Adviser shall certify to the Manager that the Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser's code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made to the Adviser by Rule 17j-1(c)(1) and all other records relevant to the Adviser's code of ethics. C. The Adviser has provided the Trust and the Manager with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the Securities and Exchange Commission and promptly will furnish a copy of all amendments to the Trust and the Manager at least annually. Such amendments shall reflect all changes in the Adviser's organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. D. The Adviser is registered as a commodity pool operator (“CPO”) under will notify the Commodity Exchange Act (“CEA”) Trust and is a member the Manager of any assignment of this Agreement or change of control of the National Futures Association (“NFA”). With respect to each Adviser as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio(s)Allocated Portion or senior management of the Adviser, in each case prior to or, promptly after, such change. The Adviser agrees to bear all reasonable expenses of the Fund, if any, arising out of an assignment or change in control. E. The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Trust, the Fund, the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager, except as required by rule, regulation or upon the request of a governmental authority. However, the Adviser has claimed either (1) may use the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to the Portfolio and, in such case, the Adviser will file the notice required under CFTC Regulation 4.5 with respect to the Portfolio and will annually reaffirm such notice filing on behalf performance of the Portfolio as required by CFTC Regulation 4.5; or (2) the relief Allocated Portion in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further represents, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) of the CEAits composite performance.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants thatagrees as follows: A. The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under the services contemplated by this Agreement; (iii) has met, met and will seek to continue to meet for so long as this Agreement is remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, agency necessary to be met in order to perform its obligations under the services contemplated by this Agreement; (iv) has the power and authority to enter into and perform its obligations under the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser Manager of the occurrence of any event that would disqualify the Adviser from serving as the an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. . The Adviser will also promptly notify each Portfolio and the Sub-Adviser Manager if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; ), provided, however, that routine regulatory examinations not involving the Sub-Adviser shall not be required to be reported by this provision. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Manager and the Board with a copy of such code of ethics, together with evidence of its adoption. Upon request within forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the Chief Compliance Officer of the Adviser or his/her designee shall certify to the Manager that the Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the reasonable written request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made to the Adviser by Rule 17j-1(c)(1) and all other records relevant to the Adviser’s code of ethics. C. The Adviser has provided the Trust and the Manager with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the Securities and Exchange Commission and upon reasonable request, will promptly furnish a copy of all amendments to the Trust and the Manager at least annually. D. The Adviser is registered as a commodity pool operator (“CPO”) under will notify the Commodity Exchange Act (“CEA”) Trust and is a member the Manager of any assignment of this Agreement or change of control of the National Futures Association (“NFA”). With respect to each Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio(s)Allocated Portion or senior management of the Adviser, in each case prior to or promptly after, such change. The Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of an assignment by, or change in control of, the Adviser. E. The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Trust, the Portfolio, the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager, which consent shall not be unreasonably withheld, except as required by rule, regulation or upon the request of a governmental authority. However, the Adviser has claimed either (1) may use the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to the Portfolio and, in such case, the Adviser will file the notice required under CFTC Regulation 4.5 with respect to the Portfolio and will annually reaffirm such notice filing on behalf performance of the Portfolio as required by CFTC Regulation 4.5; or (2) the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolioits composite performance. Information regarding whether The Manager hereby grants the Adviser has claimed either the CPO exclusion right to identify the Trust as a client in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio is available on the NFAAdviser’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further represents, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) of the CEApublicly disclosed client lists.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants thatagrees as follows: A. The Adviser Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under the services contemplated by this Agreement; (iii) has met, met and will seek to continue to meet for so long as this Agreement is remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, agency necessary to be met in order to perform its obligations under the services contemplated by this Agreement; (iv) has the power and authority to enter into and perform its obligations under the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser Manager of the occurrence of any event that would disqualify the Adviser from serving as the an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. . The Adviser will also promptly notify the Sub-Adviser Fund and the Manager if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; Fund, provided, however, that routine regulatory examinations not involving the Sub-Adviser shall not be required to be reported by this provision. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Manager and the Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Operating Officer or a vice-president of the Adviser shall certify to the Manager that the Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser's code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made to the Adviser by Rule 17j-1(c)(1) and all other records relevant to the Adviser's code of ethics. C. The Adviser has provided the Trust and the Manager with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the Securities and Exchange Commission and promptly will furnish a copy of all amendments to the Trust and the Manager at least annually. Such amendments shall reflect all changes in the Adviser's organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. D. The Adviser is registered as a commodity pool operator (“CPO”) under will notify the Commodity Exchange Act (“CEA”) Trust and is a member the Manager of any assignment of this Agreement or change of control of the National Futures Association (“NFA”). With respect to each Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio(s)Allocated Portion or senior management of the Adviser, in each case prior to or, promptly after, such change. The Adviser agrees to bear all reasonable expenses of the Fund, if any, arising out of an assignment or change in control. E. The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Trust, the Fund, the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager, except as required by rule, regulation or upon the request of a governmental authority. However, the Adviser has claimed either (1) may use the CPO exclusion performance of the Allocated Portion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to the Portfolio and, in such case, its composite performance. Manager does give permission for the Adviser will file the notice required under CFTC Regulation 4.5 with respect to the Portfolio and will annually reaffirm such notice filing on behalf of the Portfolio as required by CFTC Regulation 4.5; or (2) the relief use Manager's name in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further represents, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) of the CEAAdviser's presentation books used for Adviser's institutional client presentations.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants thatagrees as follows: A. The Adviser Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under the services contemplated by this Agreement; (iii) has met, met and will seek to continue to meet for so long as this Agreement is remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, agency necessary to be met in order to perform its obligations under the services contemplated by this Agreement; (iv) has the power and authority to enter into and perform its obligations under the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser Manager of the occurrence of any event that would disqualify the Adviser from serving as the an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. . The Adviser will also promptly notify the Sub-Adviser Fund and the Manager if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; Fund, provided, however, that routine regulatory examinations not involving the Sub-Adviser shall not be required to be reported by this provision. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Manager and the Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Operating Officer, vice-president of the Adviser or compliance manager shall certify to the Manager that the Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser's code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made to the Adviser by Rule 17j-1(c)(1) and all other records relevant to the Adviser's code of ethics. C. The Adviser has provided the Trust and the Manager with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the Securities and Exchange Commission and promptly will furnish a copy of all amendments to the Trust and the Manager at least annually. Such amendments shall reflect all changes in the Adviser's organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. D. The Adviser is registered as a commodity pool operator (“CPO”) under will notify the Commodity Exchange Act (“CEA”) Trust and is a member the Manager of any assignment of this Agreement or change of control of the National Futures Association (“NFA”). With respect to each Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio(s)Allocated Portion or senior management of the Adviser, in each case prior to or promptly after, such change. The Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of an assignment or change in control. E. The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Trust, the Fund, the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager, except as required by rule, regulation or upon the request of a governmental authority. However, the Adviser has claimed either (1) may use the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to the Portfolio and, in such case, the Adviser will file the notice required under CFTC Regulation 4.5 with respect to the Portfolio and will annually reaffirm such notice filing on behalf performance of the Portfolio as required by CFTC Regulation 4.5; or (2) the relief Allocated Portion in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further represents, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) of the CEAits composite performance.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants that: A. The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement is in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform its obligations under this Agreement; (iv) has the power and authority to enter into and perform its obligations under this Agreement; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as the investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Adviser will also promptly notify the Sub-Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; provided, however, that routine regulatory examinations not involving the Sub-Adviser shall not be required to be reported by this provision. D. The Adviser is registered as a commodity pool operator (“CPO”) under the Commodity Exchange Act (“CEA”) and is a member of the National Futures Association (“NFA”). With respect to each of the Portfolio(s), the Adviser has claimed either (1) the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to the Portfolio and, in such case, and the Adviser will file has timely filed the notice required under CFTC Regulation 4.5 with respect to the Portfolio and will maintain such notice and annually reaffirm such notice filing on behalf of the Portfolio as required by CFTC Regulation 4.5; or (2) the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further represents, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) of the CEA. E. The Adviser represents and warrants that each Portfolio is a qualified institutional buyer as that term is defined in Rule 144A under the Securities Act of 1933, as amended, and that none of the Portfolio(s) are “restricted persons” under Rule 5130 and Rule 5131 of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and thus the Portfolio(s) are not prohibited from participating in the allocation of initial public offerings of equity securities offered by FINRA members. However, it is understood that any purchase of securities by Sub-Adviser on behalf of the Portfolio(s), whether from participation in an initial public offering or any other securities offering, must be in compliance with the Prospectus, Statement of Additional Information and other Governing Documents of the Portfolio(s) and may be otherwise limited upon instruction of the Adviser to the Sub-Adviser.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants agrees that: A. The Adviser has been duly authorized by the Board to delegate to the Sub-Adviser the provision of investment services to each Fund as contemplated hereby. B. The Adviser is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Adviser by applicable law and regulations. C. The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under the services contemplated by this Agreement; (iii) to the best of its knowledge, has met, met and will seek to continue to meet for so long as this Agreement is in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, agency necessary to be met in order to perform its obligations under this Agreement; (iv) has the power and authority to enter into and perform its obligations under services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as the investment adviser manager of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. . The Adviser will also promptly notify the Sub-Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigationinvestigation requesting information about any Fund that directly relates to or otherwise materially and adversely affects a Fund, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; any Fund, provided, however, that routine regulatory examinations not involving the Sub-Adviser shall not be required to be reported by this provision. The Adviser represents that this Agreement does not violate any existing agreement between the Adviser and any other party. D. The Adviser certifies that as of the date of this Agreement the Trust is registered as a commodity pool operator Qualified Institutional Buyer (“CPOQIB”) as defined in Rule 144A under the Commodity Exchange Act (“CEA”) 1933 Act, and is a member of the National Futures Association (“NFA”). With respect to each of the Portfolio(s), the Adviser has claimed either (1) the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to the Portfolio and, in such case, the Adviser will file promptly notify the notice required under CFTC Regulation 4.5 with respect Sub-Adviser if the Trust ceases to be a QIB. E. The Adviser, through its designated administrator or sub-administrator, will regularly notify the Portfolio and will annually reaffirm such notice filing on behalf of the Portfolio as required by CFTC Regulation 4.5; or (2) the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Sub-Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further representsif any “government entity” assets, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) Rule 206(4)-5 under the Advisers Act, are contributed to any Fund. F. The Adviser acknowledges that prior to the Adviser’s execution and delivery of this Agreement, the Adviser received a copy of Part 2 of the CEASub-Adviser’s Form ADV.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants thatagrees as follows: A. The Adviser Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under the services contemplated by this Agreement; (iii) has met, met and will seek to continue to meet for so long as this Agreement is remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, agency necessary to be met in order to perform its obligations under the services contemplated by this Agreement; (iv) has the power and authority to enter into and perform its obligations under the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser Manager of the occurrence of any event that would disqualify the Adviser from serving as the an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. . The Adviser will also promptly notify the Sub-Adviser Fund and the Manager if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; Fund, provided, however, that routine regulatory examinations not involving the Sub-Adviser shall not be required to be reported by this provisionprovisions. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Manager and the Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Operating Officer, Chief Compliance Officer or a vice-president of the Adviser shall certify to the Manager that the Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no violation of the Adviser's code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such material violation. Upon the written request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made to the Adviser by Rule 17j-1(c)(1) and all other records relevant to the Adviser's code of ethics. C. The Adviser has provided the Trust and the Manager with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the Securities and Exchange Commission and promptly will furnish a copy of all amendments to the Trust and the Manager at least annually. Such amendments shall reflect all changes in the Adviser's organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. D. The Adviser is registered as a commodity pool operator (“CPO”) under will notify the Commodity Exchange Act (“CEA”) Trust and is a member the Manager of any assignment of this Agreement or change of control of the National Futures Association (“NFA”). With respect to each Adviser, as applicable, and any changes in the key personnel who are the senior portfolio manager(s) of the Portfolio(s)Allocated Portion, in each case prior to or, promptly after, such change. The Adviser agrees to bear all reasonable expenses of the Fund, if any, arising out of an assignment or change in control. E. The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Trust, the Fund, the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager, except as required by rule, regulation or upon the request of a governmental authority. However, the Adviser has claimed either (1) may use the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to the Portfolio and, in such case, the Adviser will file the notice required under CFTC Regulation 4.5 with respect to the Portfolio and will annually reaffirm such notice filing on behalf performance of the Portfolio as required by CFTC Regulation 4.5; or (2) the relief Allocated Portion in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further represents, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) of the CEAits composite performance.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants thatagrees as follows: A. The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under the services contemplated by this Agreement; (iii) has met, met and will seek to continue to meet for so long as this Agreement is remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, agency necessary to be met in order to perform its obligations under the services contemplated by this Agreement; (iv) has the power and authority to enter into and perform its obligations under the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser Manager of the occurrence of any event that would disqualify the Adviser from serving as the an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. . The Adviser will also promptly notify the Sub-Adviser Fund and the Manager if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; Fund, provided, however, that routine regulatory examinations not involving the Sub-Adviser shall not be required to be reported by this provision. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Manager and the Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Compliance Officer or a vice-president of the Adviser shall certify to the Manager that the Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made to the Adviser by Rule 17j-1(c)(1) and all other records relevant to the Adviser’s code of ethics but only to the extent such reports and/or records relate to the provision of services hereunder. C. The Adviser has provided the Trust and the Manager with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the Securities and Exchange Commission and promptly will furnish a copy of all amendments to the Trust and the Manager at least annually. Such amendments shall reflect all changes in the Adviser’s organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. D. The Adviser is registered as a commodity pool operator (“CPO”) under will use its best efforts to notify the Commodity Exchange Act (“CEA”) Trust and is a member the Manager of any assignment of this Agreement, or change of control of the National Futures Association (“NFA”). With respect to each Adviser, or any changes in the key personnel who are either the portfolio manager(s) of the Portfolio(s)Allocated Portion or senior management of the Adviser, as applicable, at least 60 (sixty) days prior to such assignment or change. The Adviser agrees to bear all reasonable expenses of the Trust, if any, relating to shareholder notification of the Adviser’s assignment or change in control provided that the Adviser continues to provide investment advisory services to the Allocated Portion subsequent to the assignment. E. The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Trust, the Fund, the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager, except as required by rule, regulation or upon the request of a governmental authority. However, the Adviser has claimed either (1) may use the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to the Portfolio and, in such case, the Adviser will file the notice required under CFTC Regulation 4.5 with respect to the Portfolio and will annually reaffirm such notice filing on behalf performance of the Portfolio as required by CFTC Regulation 4.5; or (2) the relief Allocated Portion in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further represents, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) of the CEAits composite performance.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants that: A. The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement is in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform its obligations under this Agreement; (iv) has the power and authority to enter into and perform its obligations under this Agreement; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as the investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Adviser will also promptly notify the Sub-Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(sFund(s) and affecting the Sub-Adviser; provided, however, that routine regulatory examinations not involving the Sub-Adviser shall not be required to be reported by this provision. D. The Adviser is registered as a commodity pool operator (“CPO”) under the Commodity Exchange Act (“CEA”) and is a member of the National Futures Association (“NFA”). With respect to each of the Portfolio(sFund(s), the Adviser has claimed either (1) the CPO commodity pool operator (“CPO”) exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to the Portfolio Fund and, in such case, the Adviser will file the notice required under CFTC Regulation 4.5 with respect to the Portfolio Fund and will annually reaffirm such notice filing on behalf of the Portfolio Fund as required by CFTC Regulation 4.5; or (2) the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to the PortfolioFund. Information regarding whether the Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio Fund is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further represents, warrants and covenants that each of the Portfolio(sFund(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) of the CEA.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants thatagrees as follows: A. The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under the services contemplated by this Agreement; (iii) has met, met and will seek to continue to meet for so long as this Agreement is remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, agency necessary to be met in order to perform its obligations under the services contemplated by this Agreement; (iv) has the power and authority to enter into and perform its obligations under the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser Manager of the occurrence of any event that would disqualify the Adviser from serving as the an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. . The Adviser will also promptly notify the Sub-Adviser Portfolio and the Manager if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; Portfolio, provided, however, that routine regulatory examinations not involving the Sub-Adviser shall not be required to be reported by this provision. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Manager and the Board with a copy of such code of ethics, together with evidence of its adoption. Upon request within forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the Chief Compliance Officer of the Adviser or his/her designee shall certify to the Manager that the Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the reasonable written request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made to the Adviser by Rule 17j-1(c)(1) and all other records relevant to the Adviser’s code of ethics. C. The Adviser has provided the Trust and the Manager with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the Securities and Exchange Commission and upon reasonable request, will promptly furnish a copy of all amendments to the Trust and the Manager at least annually. D. The Adviser is registered as a commodity pool operator (“CPO”) under will notify the Commodity Exchange Act (“CEA”) Trust and is a member the Manager of any assignment of this Agreement or change of control of the National Futures Association (“NFA”)Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio or senior management of the Adviser, in each case prior to or promptly after, such change. With respect The Adviser agrees to each bear all reasonable expenses of the Trust, if any, arising out of an assignment by, or change in control of, the Adviser. E. The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Trust, the Portfolio(s), the Adviser has claimed either (1) Manager or any of their respective affiliates in offering, marketing or other promotional materials without the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to express written consent of the Portfolio andManager, in such casewhich consent shall not be unreasonably withheld, except as required by rule, regulation or upon the request of a governmental authority. However, the Adviser will file may use the notice required under CFTC Regulation 4.5 with respect to the Portfolio and will annually reaffirm such notice filing on behalf performance of the Portfolio as required by CFTC Regulation 4.5; or (2) the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further represents, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) of the CEAits composite performance.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants thatagrees as follows: A. The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under the services contemplated by this Agreement; (iii) has met, met and will seek to continue to meet for so long as this Agreement is remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, agency necessary to be met in order to perform its obligations under the services contemplated by this Agreement; (iv) has the power and authority to enter into and perform its obligations under the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser Manager of the occurrence of any event that would disqualify the Adviser from serving as the an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. . The Adviser will also promptly notify the Sub-Adviser Fund and the Manager if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; Fund, provided, however, that routine regulatory examinations not involving the Sub-Adviser shall not be required to be reported by this provision. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Manager and the Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Operating Officer or a vice-president of the Adviser shall certify to the Manager that the Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made to the Adviser by Rule 17j-1(c)(1) and all other records relevant to the Adviser’s code of ethics. C. The Adviser has provided the Trust and the Manager with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the Securities and Exchange Commission and promptly will furnish a copy of all amendments to the Trust and the Manager at least annually. Such amendments shall reflect all changes in the Adviser’s organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. D. The Adviser is registered as a commodity pool operator (“CPO”) under will notify the Commodity Exchange Act (“CEA”) Trust and is a member the Manager of any assignment of this Agreement or change of control of the National Futures Association (“NFA”). With respect to each Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio(s)Allocated Portion or senior management of the Adviser, in each case prior to or, promptly after, such change. The Adviser agrees to bear all reasonable expenses of the Fund, if any, arising out of an assignment or change in control. E. The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Trust, the Fund, the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager, except as required by rule, regulation or upon the request of a governmental authority. However, the Adviser has claimed either (1) may use the CPO exclusion performance of the Allocated Portion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to the Portfolio and, in such case, its composite performance. Manager does give permission for the Adviser will file the notice required under CFTC Regulation 4.5 with respect to the Portfolio and will annually reaffirm such notice filing on behalf of the Portfolio as required by CFTC Regulation 4.5; or (2) the relief use Manager’s name in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio is available on the NFAAdviser’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further represents, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) of the CEApresentation books used for Adviser’s institutional client presentations.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants thatagrees as follows: A. The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under the services contemplated by this Agreement; (iii) has met, met and will seek to continue to meet for so long as this Agreement is remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, agency necessary to be met in order to perform its obligations under the services contemplated by this Agreement; (iv) has the power and authority to enter into and perform its obligations under the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser Manager of the occurrence of any event that would disqualify the Adviser from serving as the an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. . The Adviser will also promptly notify each Portfolio and the Sub-Adviser Manager if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; ), provided, however, that routine regulatory examinations not involving the Sub-Adviser shall not be required to be reported by this provision. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Manager and the Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the Adviser shall certify to the Manager that the Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made to the Adviser by Rule 17j-1(c)(1) and all other records relevant to the Adviser’s code of ethics and applicable to the Portfolios. C. The Adviser has provided the Trust and the Manager with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the Securities and Exchange Commission and promptly will furnish a copy of all amendments to the Trust and the Manager at least annually. Such amendments shall reflect all changes as required by the Advisers Act. D. The Adviser is registered as a commodity pool operator (“CPO”) under will notify the Commodity Exchange Act (“CEA”) Trust and is a member the Manager of any assignment of this Agreement or change of control of the National Futures Association (“NFA”)Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio(s) or senior management of the Adviser, in each case prior to or promptly after, such change. With respect The Adviser agrees to each bear all reasonable expenses of the Trust, if any, arising out of an assignment or change in control. E. The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Trust, the Portfolio(s), the Adviser has claimed either (1) Manager or any of their respective affiliates in offering, marketing or other promotional materials without the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to express written consent of the Portfolio andManager, in such caseexcept as required by rule, regulation or upon the request of a governmental authority. However, the Adviser will file may use the notice required under CFTC Regulation 4.5 with respect to the Portfolio and will annually reaffirm such notice filing on behalf performance of the Portfolio as required by CFTC Regulation 4.5; or (2) the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further represents, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) of the CEAits composite performance.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants agrees that: A. The (a) Adviser is a statutory trust duly established, validly existing and in good standing under the laws of the State of Delaware, and is duly qualified to do business and is in good standing under the laws of each jurisdiction where the failure to so qualify would have a material adverse effect on its business; (ib) Adviser is duly registered as an “investment adviser adviser” under the Advisers Act Act; (c) Adviser has been duly appointed by the Directors and shareholders of the Fund to provide investment services to the Fund as contemplated by the Advisory Contract and is authorized to delegate any and all of its duties and obligations thereunder; (d) the execution, delivery and performance of this Agreement are within Adviser’s powers, have been and remain duly authorized by all necessary corporate action and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act violate or other law, constitute a default under any applicable law or regulation or order from performing its obligations under this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement is in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory decree, order, judgment, agreement or industry self-regulatory agency, instrument binding on Adviser or under Adviser’s declaration of trust; (e) no consent of any applicable governmental authority or body is necessary to be met in order to perform its obligations under this Agreement; (iv) has the power and authority for Adviser to enter into and perform its obligations under this Agreement; , except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; (vf) Adviser will promptly notify the Sub-Adviser Subadviser in writing of the occurrence of any event that would disqualify which is likely to have a material impact on the Adviser from serving as the investment adviser performance of an investment company its obligations pursuant to Section 9(a) of this Agreement, including without limitation the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Adviser will also promptly notify the Sub-Adviser if it is served or otherwise receives notice existence of any actionpending or reasonably anticipated audit, suit, proceeding, inquiry or investigation, at law complaint, examination or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; provided, however, that other inquiry (other than routine regulatory examinations not involving the Sub-or inspections) relating to Adviser shall not be required to be reported by this provision. D. The Adviser is registered as a commodity pool operator (“CPO”) under the Commodity Exchange Act (“CEA”) and is a member of the National Futures Association (“NFA”). With respect to each of the Portfolio(s), the Adviser has claimed either (1) the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to the Portfolio and, in such case, the Adviser will file the notice required under CFTC Regulation 4.5 with respect to the Portfolio and will annually reaffirm such notice filing on behalf of the Portfolio as required by CFTC Regulation 4.5; or (2) the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(iiFund conducted by any state or federal governmental regulatory authority; and (g) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further represents, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remainconstitutes a legal, an “eligible contract participant” within the meaning of Section 1a(18) of the CEAvalid and binding obligation enforceable against Adviser.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants that: A. The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement is in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform its obligations under this Agreement; (iv) has the power and authority to enter into and perform its obligations under this Agreement; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as the investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Adviser will also promptly notify the Sub-Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; provided, however, that routine regulatory examinations not involving the Sub-Adviser shall not be required to be reported by this provision. D. The Adviser is registered as a commodity pool operator (“CPO”) under the Commodity Exchange Act (“CEA”) and is a member of the National Futures Association (“NFA”). With respect to each of the Portfolio(s), the Adviser has claimed either (1) the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to the Portfolio and, in such case, the Adviser will file the notice required under CFTC Regulation 4.5 with respect to the Portfolio and will annually reaffirm such notice filing on behalf of the Portfolio as required by CFTC Regulation 4.5; or (2) the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further represents, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(181a (18) of the CEA.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants that: A. The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement is in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform its obligations under this Agreement; (iv) has the power and authority to enter into and perform its obligations under this Agreement; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as the investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Adviser will also promptly notify the Sub-Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; provided, however, that routine regulatory examinations not involving the Sub-Adviser shall not be required to be reported by this provision. D. The Adviser is registered as a commodity pool operator (“CPO”) under the Commodity Exchange Act (“CEA”) and is a member of the National Futures Association (“NFA”). With respect to each of the Portfolio(s), the Adviser has claimed either (1) the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to the Portfolio and, in such case, the Adviser will file the notice required under CFTC Regulation 4.5 with respect to the Portfolio and will annually reaffirm such notice filing on behalf of the Portfolio as required by CFTC Regulation 4.5; or (2) the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further represents, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) of the CEA. E. The Adviser agrees to promptly notify the Adviser if any of the above representations, warranties and covenants ceases to be true.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants thatagrees as follows: A. The Adviser Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under the services contemplated by this Agreement; (iii) has met, met and will seek to continue to meet for so long as this Agreement is remains in effect, any other applicable material, federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, agency necessary to be met in order to perform its obligations under the services contemplated by this Agreement; (iv) has the power and authority to enter into and perform its obligations under the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser Manager of the occurrence of any event that would disqualify the Adviser from serving as the an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. . The Adviser will also promptly notify the Sub-Adviser Fund and the Manager if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; Fund, provided, however, that routine regulatory examinations not involving the Sub-Adviser shall not be required to be reported by this provision. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Manager and the Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Operating Officer or a vice-president of the Adviser shall certify to the Manager that the Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser's code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made to the Adviser by Rule 17j-1(c)(1) and all other records relevant to the Adviser's code of ethics. C. The Adviser has provided the Trust and the Manager with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the Securities and Exchange Commission and promptly will furnish a copy of all amendments to the Trust and the Manager at least annually. Such amendments shall reflect all changes in the Adviser's organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. D. The Adviser is registered as a commodity pool operator (“CPO”) under will notify the Commodity Exchange Act (“CEA”) Trust and is a member the Manager of any assignment of this Agreement or change of control of the National Futures Association (“NFA”). With respect to each Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio(s)Allocated Portion or senior management of the Adviser, in each case prior to or, promptly after, such change. The Adviser agrees to bear all reasonable expenses of the Fund, if any, arising out of an assignment or change in control. E. The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Trust, the Fund, the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager, except as required by rule, regulation or upon the request of a governmental authority. However, the Adviser has claimed either (1) may use the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to the Portfolio and, in such case, the Adviser will file the notice required under CFTC Regulation 4.5 with respect to the Portfolio and will annually reaffirm such notice filing on behalf performance of the Portfolio as required by CFTC Regulation 4.5; or (2) the relief Allocated Portion in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further represents, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) of the CEAits composite performance.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants that: A. The Adviser has been duly authorized by the Trust Board to delegate to the Sub-Adviser the provision of investment sub-advisory services to the Portfolio(s) as contemplated in this Agreement. B. The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement is in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform its obligations under this Agreement; (iv) has the power and authority to enter into and perform its obligations under this Agreement; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as the investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. C. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. D. The Adviser will also promptly notify the Sub-Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; provided, however, that routine regulatory examinations not involving the Sub-Adviser shall not be required to be reported by this provision. D. E. The Adviser is registered as a commodity pool operator (“CPO”) under the Commodity Exchange Act (“CEA”) and is a member of the National Futures Association (“NFA”). With respect to each of the Portfolio(s), the Adviser has claimed either (1) the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to the Portfolio and, in such case, the Adviser will file the notice required under CFTC Regulation 4.5 with respect to the Portfolio and will annually reaffirm such notice filing on behalf of the Portfolio as required by CFTC Regulation 4.5; or (2) the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further represents, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) of the CEA. F. The Adviser agrees to promptly notify the Sub-Adviser if any of the above representations, warranties and covenants ceases to be true.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants that: A. The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement is in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform its obligations under this Agreement; (iv) has the power and authority to enter into and perform its obligations under this Agreement; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as the investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Adviser will also promptly notify the Sub-Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; provided, however, that routine regulatory examinations not involving the Sub-Adviser shall not be required to be reported by this provision. D. The Adviser is registered as a commodity pool operator (“CPO”) under the Commodity Exchange Act (“CEA”) and is a member of the National Futures Association (“NFA”). With respect to each of the Portfolio(s), the Adviser has claimed either (1) the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to the Portfolio and, in such case, the Adviser will file the notice required under CFTC Regulation 4.5 with respect to the Portfolio and will annually reaffirm such notice filing on behalf of the Portfolio as required by CFTC Regulation 4.5; or (2) the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further represents, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) of the CEA. E. The Adviser agrees to promptly notify the Sub-Adviser if any of the above representations, warranties and covenants ceases to be true.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants that: A. The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement is in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform its obligations under this Agreement; (iv) has the power and authority to enter into and perform its obligations under this Agreement; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as the investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Adviser will also promptly notify the Sub-Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; provided, however, that routine regulatory examinations not involving the Sub-Adviser shall not be required to be reported by this provision. D. The Adviser is registered as a commodity pool operator (“CPO”) under the Commodity Exchange Act (“CEA”) and is a member of the National Futures Association (“NFA”). With respect to each of the Portfolio(s), the Adviser has claimed either (1) the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to the Portfolio and, in such case, the Adviser will file the notice required under CFTC Regulation 4.5 with respect to the Portfolio and will annually reaffirm such notice filing on behalf of the Portfolio as required by CFTC Regulation 4.5; or (2) the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further represents, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) of the CEA.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants that: A. The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement is in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform its obligations under this Agreement; (iv) has the power and authority to enter into and perform its obligations under this Agreement; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as the investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Adviser will also promptly notify the Sub-Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; provided, however, that routine regulatory examinations not involving the Sub-Adviser shall not be required to be reported by this provisionprovision or by Section 11 hereof. D. The Adviser is registered as a commodity pool operator (“CPO”) under the Commodity Exchange Act (“CEA”) and is a member of the National Futures Association (“NFA”). With respect to each of the Portfolio(s), the Adviser has claimed either (1) the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to the Portfolio and, in such case, the Adviser will file the notice required under CFTC Regulation 4.5 with respect to the Portfolio and will annually reaffirm such notice filing on behalf of the Portfolio as required by CFTC Regulation 4.5; or (2) the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further represents, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) of the CEA.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants that: A. The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement is in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform its obligations under this Agreement; (iv) has the power and authority to enter into and perform its obligations under this Agreement; and (v) will promptly notify the Sub-Adviser Advisers of the occurrence of any event that would disqualify the Adviser from serving as the investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser Advisers with a copy of such code of ethics. C. The Adviser will also promptly notify the Sub-Adviser Advisers if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-AdviserAdvisers; provided, however, that routine regulatory examinations not involving the Sub-Adviser Advisers shall not be required to be reported by this provision. D. The Adviser is registered as a commodity pool operator (“CPO”) under the Commodity Exchange Act (“CEA”) and is a member of the National Futures Association (“NFA”). With respect to each of the Portfolio(s), the Adviser has claimed either (1) the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to the Portfolio and, in such case, the Adviser will file the notice required under CFTC Regulation 4.5 with respect to the Portfolio and will annually reaffirm such notice filing on behalf of the Portfolio as required by CFTC Regulation 4.5; or (2) the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further represents, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) of the CEA.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants that: A. The Adviser has been duly authorized by the Trust Board to delegate to the Sub-Adviser the provision of investment services to the Portfolio(s) as contemplated hereby. B. The Adviser has received an exemptive order from the SEC that permits it, subject to the approval of the Trust Board, which approval has been obtained, to enter into this Agreement and to allow the Sub-Adviser to serve as an investment adviser of the Trust in respect of each Portfolio notwithstanding that this Agreement has not been approved by the vote of a majority of the outstanding voting securities of each Portfolio. C. The Adviser is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Adviser by applicable law and regulation. All policies, procedures, directions and instructions provided to the Sub-Adviser hereunder, and the Sub-Adviser’s performance of its obligations in accordance with such policies, procedures, directions and instructions, in each case will comply with applicable law. D The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement is in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform its obligations under this Agreement; (iv) has the power and authority to enter into and perform its obligations under this Agreement; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as the investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. E. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. F. The Adviser will also promptly notify the Sub-Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; provided, however, that routine regulatory examinations not involving the Sub-Adviser shall not be required to be reported by this provision. D. G. The Adviser is registered as a commodity pool operator (“CPO”) under the Commodity Exchange Act (“CEA”) and is a member of the National Futures Association (“NFA”). With respect to each of the Portfolio(s), the Adviser has claimed either (1) the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to the Portfolio and, in such case, the Adviser will file the notice required under CFTC Regulation 4.5 with respect to the Portfolio and will annually reaffirm such notice filing on behalf of the Portfolio as required by CFTC Regulation 4.5; or (2) the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further represents, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) of the CEA.Regulation

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants thatagrees as follows: A. The Adviser Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under the services contemplated by this Agreement; (iii) has met, met and will seek to continue to meet for so long as this Agreement is remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, agency necessary to be met in order to perform its obligations under the services contemplated by this Agreement; (iv) has the power and authority to enter into and perform its obligations under the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser Manager of the occurrence of any event that would disqualify the Adviser from serving as the an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. . The Adviser will also promptly notify the Sub-Adviser Fund and the Manager if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; Fund, provided, however, that routine regulatory examinations not involving the Sub-Adviser shall not be required to be reported by this provision. D. B. The Adviser is registered as has adopted a commodity pool operator (“CPO”) written code of ethics complying with the requirements of Rule 17j-1 under the Commodity Exchange Investment Company Act (“CEA”) and is will provide the Manager and the Board with a member copy of such code of ethics, together with evidence of its adoption. Within forty-five days of the National Futures Association (“NFA”). With respect to each end of the Portfolio(s)last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Operating Officer or a vice-president of the Adviser shall certify to the Manager that the Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser's code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Manager, the Adviser has claimed either (1shall permit the Manager, its employees or its agents to examine the reports required to be made to the Adviser by Rule 17j-1(c)(1) and all other records relevant to the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 Fund with respect to the Portfolio andAdviser's code of ethics. C. The Adviser has provided the Trust and the Manager with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the Securities and Exchange Commission and promptly will furnish a copy of all amendments to the Trust and the Manager at least annually. Such amendments shall reflect all changes in the Adviser's organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. D. The Adviser will notify the Trust and the Manager of any assignment of this Agreement or change of control of the Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Allocated Portion or senior management of the Adviser, in each case prior to or promptly after, such casechange. The Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of an assignment or change in control. E. The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Trust, the Fund, the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the written consent of the Manager, except as required by rule, regulation or upon the request of a governmental authority. However, the Adviser will file may use the notice required under CFTC Regulation 4.5 with respect to the Portfolio and will annually reaffirm such notice filing on behalf performance of the Portfolio as required by CFTC Regulation 4.5; or (2) the relief Allocated Portion in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further represents, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) of the CEAits composite performance.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants that: A. The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement is in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform its obligations under this Agreement; (iv) has the power and authority to enter into and perform its obligations under this Agreement; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as the investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Adviser will also promptly notify the Sub-Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; provided, however, that routine regulatory examinations not involving the Sub-Adviser shall not be required to be reported by this provision. D. The Adviser is registered as a commodity pool operator (“CPO”) under the Commodity Exchange Act (“CEA”) and is a member of the National Futures Association (“NFA”). With respect to each of the Portfolio(s), the Adviser has claimed either (1) the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to the Portfolio and, in such case, the Adviser will file the notice required under CFTC Regulation 4.5 with respect to the Portfolio and will annually reaffirm such notice filing on behalf of the Portfolio as required by CFTC Regulation 4.5; or (2) the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further represents, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) of the CEA. E. The Adviser is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Adviser by applicable law.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants thatagrees as follows: A. The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under the services contemplated by this Agreement; (iii) has met, met and will seek to continue to meet for so long as this Agreement is remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, agency necessary to be met in order to perform its obligations under the services contemplated by this Agreement; (iv) has the power and authority to enter into and perform its obligations under the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser Manager of the occurrence of any event that would disqualify the Adviser from serving as the an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. . The Adviser will also promptly notify the Sub-Adviser Portfolio and the Manager if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; Portfolio, provided, however, that routine regulatory examinations not involving the Sub-Adviser shall not be required to be reported by this provision. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Manager and the Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Operating Officer or a vice-president of the Adviser shall certify to the Manager that the Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made to the Adviser by Rule 17j-1(c)(1) and all other records relevant to the Adviser’s code of ethics. C. The Adviser has provided the Trust and the Manager with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the Securities and Exchange Commission and promptly will furnish a copy of all amendments to the Trust and the Manager at least annually. Such amendments shall reflect all changes in the Adviser’s organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. D. The Adviser is registered as a commodity pool operator (“CPO”) under will notify the Commodity Exchange Act (“CEA”) Trust and is a member the Manager of any assignment of this Agreement or change of control of the National Futures Association (“NFA”). With respect to each Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio(s)Allocated Portion or senior management of the Adviser, in each case prior to or, promptly after, such change. The Adviser agrees to bear all reasonable expenses of the Portfolio, if any, arising out of an assignment or change in control. E. The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Trust, the Portfolio, the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager, except as required by rule, regulation or upon the request of a governmental authority. However, the Adviser has claimed either (1) may use the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to the Portfolio and, in such case, the Adviser will file the notice required under CFTC Regulation 4.5 with respect to the Portfolio and will annually reaffirm such notice filing on behalf performance of the Portfolio as required by CFTC Regulation 4.5; or (2) the relief Allocated Portion in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further represents, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) of the CEAits composite performance.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants thatagrees as follows: A. The Adviser Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under the services contemplated by this Agreement; (iii) has met, met and will seek to continue to meet for so long as this Agreement is remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, agency necessary to be met in order to perform its obligations under the services contemplated by this Agreement; (iv) has the power and authority to enter into and perform its obligations under the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser Manager of the occurrence of any event that would disqualify the Adviser from serving as the an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. . The Adviser will also promptly notify each Portfolio and the Sub-Adviser Manager if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; ), provided, however, that routine regulatory examinations not involving the Sub-Adviser shall not be required to be reported by this provision. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Manager and the Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Operating Officer or a vice-president of the Adviser shall certify to the Manager that the Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser's code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made to the Adviser by Rule 17j-1(c)(1) and all other records relevant to the Adviser's code of ethics. C. The Adviser has provided the Corporation and the Manager with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the Securities and Exchange Commission and promptly will furnish a copy of all amendments to the Corporation and the Manager at least annually. Such amendments shall reflect all changes in the Adviser's organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. D. The Adviser is registered as a commodity pool operator (“CPO”) under will notify the Commodity Exchange Act (“CEA”) Corporation and is a member the Manager of any assignment of this Agreement or change of control of the National Futures Association (“NFA”)Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio(s) or senior management of the Adviser, in each case prior to or promptly after, such change. With respect The Adviser agrees to each bear all reasonable expenses of the Corporation, if any, arising out of an assignment or change in control. E. The Adviser agrees to maintain a reasonable level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Corporation, the Portfolio(s), the Adviser has claimed either (1) Manager or any of their respective affiliates in offering, marketing or other promotional materials without the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to express written consent of the Portfolio andManager, in such caseexcept as required by rule, regulation or upon the request of a governmental authority. However, the Adviser will file may use the notice required under CFTC Regulation 4.5 with respect to the Portfolio and will annually reaffirm such notice filing on behalf performance of the Portfolio as required by CFTC Regulation 4.5; or (2) the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further represents, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) of the CEAits composite performance.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants that: A. The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement is in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform its obligations under this Agreement; (iv) has the power and authority to enter into and perform its obligations under this Agreement; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as the investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The To the extent permitted by law, regulation or regulatory requirement, the Adviser will also promptly notify the Sub-Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; provided, however, that routine regulatory examinations not involving the Sub-Adviser shall not be required to be reported by this provision. D. The Adviser is registered as a commodity pool operator (“CPO”) under the Commodity Exchange Act (“CEA”) and is a member of the National Futures Association (“NFA”). With respect to each of the Portfolio(s), the Adviser has claimed either (1) the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to the Portfolio and, in such case, the Adviser will file the notice required under CFTC Regulation 4.5 with respect to the Portfolio and will annually reaffirm such notice filing on behalf of the Portfolio as required by CFTC Regulation 4.5; or (2) the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further represents, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) of the CEA.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants thatagrees as follows: A. The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under the services contemplated by this Agreement; (iii) has met, met and will seek to continue to meet for so long as this Agreement is remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, agency necessary to be met in order to perform its obligations under the services contemplated by this Agreement; (iv) has the power and authority to enter into and perform its obligations under the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser Manager of the occurrence of any event that would disqualify the Adviser from serving as the an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. . The Adviser will also promptly notify each Portfolio and the Sub-Adviser Manager if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; ), provided, however, that routine regulatory examinations not involving the Sub-Adviser shall not be required to be reported by this provision. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Manager and the Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Operating Officer or a vice-president of the Adviser shall certify to the Manager that the Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made to the Adviser by Rule 17j-1(c)(1) and all other records relevant to the Adviser’s code of ethics. C. The Adviser has provided the Trust and the Manager with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the Securities and Exchange Commission and promptly will furnish a copy of all amendments to the Trust and the Manager at least annually. Such amendments shall reflect all changes in the Adviser’s organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. D. The Adviser is registered as a commodity pool operator (“CPO”) under will notify the Commodity Exchange Act (“CEA”) Trust and is a member the Manager of any assignment of this Agreement or change of control of the National Futures Association (“NFA”)Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio(s) or senior management of the Adviser, in each case prior to or promptly after, such change. With respect The Adviser agrees to each bear all reasonable expenses of the Trust, if any, arising out of an assignment or change in control. E. The Adviser agrees to maintain a reasonable level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Trust, the Portfolio(s), the Adviser has claimed either (1) Manager or any of their respective affiliates in offering, marketing or other promotional materials without the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to express written consent of the Portfolio andManager, in such caseexcept as required by rule, regulation or upon the request of a governmental authority. However, the Adviser will file may use the notice required under CFTC Regulation 4.5 with respect to the Portfolio and will annually reaffirm such notice filing on behalf performance of the Portfolio as required by CFTC Regulation 4.5; or (2) the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further represents, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) of the CEAits composite performance.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants agrees that: A. The Adviser has been duly authorized by the Board to delegate to the Sub-Adviser the provision of investment services to each Fund as contemplated hereby. B. The Adviser is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Adviser by applicable law and regulations. C. The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under the services contemplated by this Agreement; (iii) to the best of its knowledge, has met, met and will seek to continue to meet for so long as this Agreement is in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, agency necessary to be met in order to perform its obligations under the services contemplated by this Agreement; (iv) has the power and authority to enter into and perform its obligations under the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as the investment adviser manager of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. . The Adviser will also promptly notify the Sub-Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; any Fund, provided, however, that routine regulatory examinations not involving the Sub-Adviser shall not be required to be reported by this provision. D. The Adviser certifies that as of the date of this Agreement the Trust is registered as a commodity pool operator Qualified Institutional Buyer (“CPOQIB”) as defined in Rule 144A under the Commodity Exchange Act 1933 Act, and the Adviser will promptly notify the Sub-Adviser if the Trust ceases to be a QIB; the Adviser represents and warrants that each Fund is not a “restricted person” under Rule 5130 of the Financial Industry Regulatory Authority Inc. (“CEAFINRA”) and thus each Fund is a member not prohibited from participating in the allocation of initial public offerings of equity securities offered by FINRA members. E. The Adviser, through its designated administrator or sub-administrator, will regularly notify the National Futures Association (Sub-Adviser if any “NFA”). With respect to each of the Portfolio(s)government entity” assets, the Adviser has claimed either (1) the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to the Portfolio and, in such case, the Adviser will file the notice required under CFTC Regulation 4.5 with respect to the Portfolio and will annually reaffirm such notice filing on behalf of the Portfolio as required by CFTC Regulation 4.5; or (2) the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further represents, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) Rule 206(4)-5 under the Advisers Act, are contributed to any Fund. F. The Adviser will use its best efforts to provide the Sub-Adviser with a list of all publicly traded affiliates of the CEAAdviser or the Funds that may not be purchased by the Funds (such list shall include security name, cusip number, sedol and/or applicable ticker or otherwise reasonably identify such affiliates) and a list of all brokers and underwriters affiliated with the Adviser or the Funds for monitoring and reporting transactions under applicable provisions of the Investment Company Act. All such information referenced in Section 2(C) and this Section 6(F) shall be conveyed to the Sub-Adviser in a timely manner so as to permit the Sub-Adviser to take such actions as may be required in an orderly fashion.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants thatagrees as follows: A. The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under the services contemplated by this Agreement; (iii) has met, met and will seek to continue to meet for so long as this Agreement is remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, agency necessary to be met in order to perform its obligations under the services contemplated by this Agreement; (iv) has the power and authority to enter into and perform its obligations under the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser Manager of the occurrence of any event that would disqualify the Adviser from serving as the an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. . The Adviser will also promptly notify the Sub-Adviser Portfolio and the Manager if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; Portfolio, provided, however, that routine regulatory examinations not involving the Sub-Adviser shall not be required to be reported by this provision. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Manager and the Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Operating Officer or a vice-president of the Adviser shall certify to the Manager that the Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made to the Adviser by Rule 17j-1(c)(1) and all other records relevant to the Adviser’s code of ethics. C. The Adviser has provided the Trust and the Manager with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the Securities and Exchange Commission and promptly will furnish a copy of all amendments to the Trust and the Manager at least annually. Such amendments shall reflect all changes in the Adviser’s organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. D. The Adviser is registered as a commodity pool operator (“CPO”) under will notify the Commodity Exchange Act (“CEA”) Trust and is a member the Manager of any assignment of this Agreement or change of control of the National Futures Association (“NFA”). With respect to each Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio(s)Portfolios or senior management of the Adviser, in each case prior to or promptly after, such change. The Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of an assignment or change in control. E. The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Trust, the Portfolios, the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager, except as required by rule, regulation or upon the request of a governmental authority or in representative client lists prepared by the Adviser. However, the Adviser has claimed either (1) may use the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to the Portfolio and, in such case, the Adviser will file the notice required under CFTC Regulation 4.5 with respect to the Portfolio and will annually reaffirm such notice filing on behalf performance of the Portfolio as required by CFTC Regulation 4.5; or (2) the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further represents, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) of the CEAits composite performance.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants thatagrees as follows: A. The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under the services contemplated by this Agreement; (iii) has met, met and will seek to continue to meet for so long as this Agreement is remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, agency necessary to be met in order to perform its obligations under the services contemplated by this Agreement; (iv) has the power and authority to enter into and perform its obligations under the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser Manager of the occurrence of any event that would disqualify the Adviser from serving as the an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. . The Adviser will also promptly notify the Sub-Adviser Fund and the Manager if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; Fund, provided, however, that routine regulatory examinations not involving the Sub-Adviser shall not be required to be reported by this provision. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Manager and the Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Compliance Officer or a vice-president of the Adviser shall certify to the Manager that the Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made to the Adviser by Rule 17j-1(c)(1) and all other records relevant to the Adviser’s code of ethics but only to the extent such reports and/or records relate to the provision of services hereunder. C. The Adviser has provided the Trust and the Manager with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the Securities and Exchange Commission and promptly will furnish a copy of all amendments to the Trust and the Manager at least annually. Such amendments shall reflect all changes in the Adviser’s organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. D. The Adviser is registered as a commodity pool operator (“CPO”) under will use its best efforts to notify the Commodity Exchange Act (“CEA”) Trust and is a member the Manager of any assignment of this Agreement, or change of control of the National Futures Association (“NFA”). With respect to each Adviser, or any changes in the key personnel who are either the portfolio manager(s) of the Portfolio(s)Fund or senior management of the Adviser, as applicable, at least 60 (sixty) days prior to such assignment or change. The Adviser agrees to bear all reasonable expenses of the Trust, if any, relating to shareholder notification of the Adviser’s assignment or change in control provided that the Adviser continues to provide investment advisory services to the Fund subsequent to the assignment. E. The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Trust, the Fund, the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager, except as required by rule, regulation or upon the request of a governmental authority. However, the Adviser has claimed either (1) may use the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to the Portfolio and, in such case, the Adviser will file the notice required under CFTC Regulation 4.5 with respect to the Portfolio and will annually reaffirm such notice filing on behalf performance of the Portfolio as required by CFTC Regulation 4.5; or (2) the relief Fund in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further represents, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) of the CEAits composite performance.

REPRESENTATIONS OF ADVISER. The Adviser representsAdvisers represent, warrants warrant and covenants thatagree as follows: A. The Each Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under the services contemplated by this Agreement; (iii) to the best of its knowledge, has met, met and will seek to continue to meet for so long as this Agreement is remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, agency necessary to be met in order to perform its obligations under the services contemplated by this Agreement; (iv) has the power and authority to enter into and perform its obligations under the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser Manager of the occurrence of any event that would disqualify the Adviser from serving as the an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The . Each Adviser will also promptly notify the Sub-Adviser Portfolio and the Manager if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; ), provided, however, that routine regulatory examinations not involving the Sub-Adviser shall not be required to be reported by this provision. D. The B. Each Adviser is registered as has adopted a commodity pool operator (“CPO”) written code of ethics complying with the requirements of Rule 17j-1 under the Commodity Exchange Investment Company Act (“CEA”and will provide the Manager and the Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Operating Officer or a vice-president of the Advisers shall certify to the Manager that each Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Advisers’ code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Manager, the Advisers shall permit the Manager, its employees or its agents to examine the reports required to be made to the Advisers by Rule 17j-1(c)(1) and is all other records relevant to the Advisers’ code of ethics. C. Each Adviser has provided the Trust and the Manager with a member copy of its Form ADV, which as of the National Futures Association (“NFA”)date of this Agreement is its Form ADV as most recently filed with the Securities and Exchange Commission and promptly will furnish a copy of all amendments to the Trust and the Manager at least annually. With respect Such amendments shall reflect all changes in each Adviser’s organizational structure, professional staff or other significant developments affecting the Advisers, as required by the Advisers Act. D. Each Adviser will notify the Trust and the Manager of any assignment of this Agreement or change of control of the Advisers, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio(s) or senior management of the Advisers, in each case prior to each or promptly after, such change. Each Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of an assignment or change in control. E. Each Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. Each Adviser agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Trust, the Portfolio(s), the Adviser has claimed either (1) Manager or any of their respective affiliates in offering, marketing or other promotional materials without the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to the Portfolio and, in such case, the Adviser will file the notice required under CFTC Regulation 4.5 with respect to the Portfolio and will annually reaffirm such notice filing on behalf express written consent of the Portfolio Manager, except as required by CFTC Regulation 4.5; rule, regulation or (2) upon the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to request of a governmental authority. However, the Portfolio. Information regarding whether Advisers may use the Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further represents, warrants and covenants that each performance of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) of the CEAAllocated Portion in its composite performance.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants thatagrees as follows: A. The Adviser Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under the services contemplated by this Agreement; (iii) has met, met and will seek to continue to meet for so long as this Agreement is remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, agency necessary to be met in order to perform its obligations under the services contemplated by this Agreement; (iv) has the power and authority to enter into and perform its obligations under the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser Manager of the occurrence of any event that would disqualify the Adviser from serving as the an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. . The Adviser will also promptly notify the Sub-Adviser Fund and the Manager if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; Fund, provided, however, that routine regulatory examinations not involving the Sub-Adviser shall not be required to be reported by this provision. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Manager and the Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the compliance officer of the Adviser shall certify to the Manager that the Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser's code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made to the Adviser by Rule 17j-1(c)(1) and all other records relevant to the Adviser's code of ethics. C. The Adviser has provided the Trust and the Manager with a copy of its Form ADV, Part II which as of the date of this Agreement is its Form ADV as most recently filed with the Securities and Exchange Commission and promptly will furnish a copy of all amendments to the Trust and the Manager at least annually. Such amendments shall reflect all changes in the Adviser's organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. D. The Adviser is registered as a commodity pool operator (“CPO”) under will notify the Commodity Exchange Act (“CEA”) Trust and is a member the Manager of any assignment of this Agreement or change of control of the National Futures Association (“NFA”). With respect to each Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio(s)Allocated Portion or senior management of the Adviser, in each case prior to or promptly after, such change. The Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of an assignment or change in control. E. The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Trust, the Fund, the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager, except as required by rule, regulation or upon the request of a governmental authority. However, the Adviser has claimed either (1) may use the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to the Portfolio and, in such case, the Adviser will file the notice required under CFTC Regulation 4.5 with respect to the Portfolio and will annually reaffirm such notice filing on behalf performance of the Portfolio as required by CFTC Regulation 4.5; or (2) the relief Allocated Portion in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further represents, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) of the CEAits composite performance.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants agrees that: A. The Adviser has been duly authorized by the Board to delegate to the Sub-Adviser the provision of investment services to each Fund as contemplated hereby. B. The Adviser is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Adviser by applicable law and regulations. C. The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under the services contemplated by this Agreement; (iii) to the best of its knowledge, has met, met and will seek to continue to meet for so long as this Agreement is in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, agency necessary to be met in order to perform its obligations under the services contemplated by this Agreement; (iv) has the power and authority to enter into and perform its obligations under contemplated by this Agreement; Agreement and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as the investment adviser manager of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. . The Adviser will also promptly notify the Sub-Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; any Fund, provided, however, that routine regulatory examinations not involving the Sub-Adviser shall not be required to be reported by this provision. D. The Adviser certifies that as of the date of this Agreement the Trust is registered as a commodity pool operator Qualified Institutional Buyer (“CPOQIB”) as defined in Rule 144A under the Commodity Exchange Act (“CEA”) 1933 Act, and is a member of the National Futures Association (“NFA”). With respect to each of the Portfolio(s), the Adviser has claimed either (1) the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to the Portfolio and, in such case, the Adviser will file promptly notify the notice required under CFTC Regulation 4.5 with respect Sub-Adviser if the Trust ceases to be a QIB. E. The Adviser, through its designated administrator or sub-administrator, will regularly notify the Portfolio and will annually reaffirm such notice filing on behalf of the Portfolio as required by CFTC Regulation 4.5; or (2) the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Sub-Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further representsif any “government entity” assets, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) of Rule 206(4)-5 under the CEAAdvisers Act, are contributed to any Fund.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants thatagrees as follows: A. The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under the services contemplated by this Agreement; (iii) has met, met and will seek to continue to meet for so long as this Agreement is remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, agency necessary to be met in order to perform its obligations under the services contemplated by this Agreement; (iv) has the power and authority to enter into and perform its obligations under the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser Manager of the occurrence of any event that would disqualify the Adviser from serving as the an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. . The Adviser will also promptly notify the Sub-Adviser Portfolio and the Manager if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; Portfolio, provided, however, that routine regulatory examinations not involving the Sub-Adviser shall not be required to be reported by this provision. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Manager and the Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the compliance officer of the Adviser shall certify to the Manager that the Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made to the Adviser by Rule 17j-1(c)(1) and all other records relevant to the Adviser’s code of ethics. C. The Adviser has provided the Trust and the Manager with a copy of its Form ADV, Part II which as of the date of this Agreement is its Form ADV as most recently filed with the Securities and Exchange Commission and promptly will furnish a copy of all amendments to the Trust and the Manager at least annually. Such amendments shall reflect all changes in the Adviser’s organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. D. The Adviser is registered as a commodity pool operator (“CPO”) under will notify the Commodity Exchange Act (“CEA”) Trust and is a member the Manager of any assignment of this Agreement or change of control of the National Futures Association (“NFA”). With respect to each Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio(s)Portfolio or senior management of the Adviser, in each case prior to or promptly after, such change. The Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of an assignment or change in control. E. The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Trust, the Portfolio, the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager, except as required by rule, regulation or upon the request of a governmental authority. However, the Adviser has claimed either (1) may use the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to the Portfolio and, in such case, the Adviser will file the notice required under CFTC Regulation 4.5 with respect to the Portfolio and will annually reaffirm such notice filing on behalf performance of the Portfolio as required by CFTC Regulation 4.5; or (2) the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further represents, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) of the CEAits composite performance.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants thatagrees as follows: A. The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under the services contemplated by this Agreement; (iii) has met, met and will seek to continue to meet for so long as this Agreement is remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, agency necessary to be met in order to perform its obligations under the services contemplated by this Agreement; (iv) has the power and authority to enter into and perform its obligations under the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser Manager of the occurrence of any event that would disqualify the Adviser from serving as the an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. . The Adviser will also promptly notify the Sub-Adviser Portfolio and the Manager if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; Portfolio, provided, however, that routine regulatory examinations not involving the Sub-Adviser shall not be required to be reported by this provision. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Manager and the Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Operating Officer or a vice-president of the Adviser shall certify to the Manager that the Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made to the Adviser by Rule 17j-1(c)(1) and all other records relevant to the Adviser’s code of ethics. C. The Adviser has provided the Trust and the Manager with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the Securities and Exchange Commission and promptly will furnish a copy of all amendments to the Trust and the Manager at least annually. Such amendments shall reflect all changes in the Adviser’s organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. D. The Adviser is registered as a commodity pool operator (“CPO”) under will notify the Commodity Exchange Act (“CEA”) Trust and is a member the Manager of any assignment of this Agreement or change of control of the National Futures Association (“NFA”). With respect to each Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio(s)Portfolio or senior management of the Adviser, in each case prior to or promptly after, such change. The Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of an assignment or change in control. E. The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Trust, the Portfolio, the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager, except as required by rule, regulation or upon the request of a governmental authority. However, the Adviser has claimed either (1) may use the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to the Portfolio and, in such case, the Adviser will file the notice required under CFTC Regulation 4.5 with respect to the Portfolio and will annually reaffirm such notice filing on behalf performance of the Portfolio as required by CFTC Regulation 4.5; or (2) in its composite performance. G. The Adviser agrees that it will notify the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to Manager of any changes on the Portfolio. Information regarding whether membership of the general partners of the Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to within a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further represents, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) of the CEAreasonable time after such change.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants thatagrees as follows: A. The Adviser Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under the services contemplated by this Agreement; (iii) has met, met and will seek to continue to meet for so long as this Agreement is remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, agency necessary to be met in order to perform its obligations under the services contemplated by this Agreement; (iv) has the power and authority to enter into and perform its obligations under the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser Manager of the occurrence of any event that would disqualify the Adviser from serving as the an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. . The Adviser will also promptly notify the Sub-Adviser Fund and the Manager if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving in which the affairs of the Portfolio(s) and affecting the Sub-Adviser; providedFund has been named as a party, provided however, that routine regulatory examinations not involving the Sub-Adviser shall not be required to be reported by this provision. D. B. The Adviser is registered as has adopted a commodity pool operator (“CPO”) written code of ethics complying with the requirements of Rule 17j-1 under the Commodity Exchange Investment Company Act (“CEA”) and is will provide the Manager and the Board with a member copy of such code of ethics, together with evidence of its adoption. Within forty-five days of the National Futures Association (“NFA”). With respect to each end of the Portfolio(s)last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Operating Officer or a vice-president of the Adviser shall certify to the Manager that the Adviser has claimed either (1) complied with the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser's code of ethics with respect to the Portfolio andAllocated Portion or, if such a material violation has occurred, that appropriate action was taken in response to such caseviolation. Upon the written request of the Manager, the Adviser will file shall permit the notice Manager, its employees or its agents to examine the reports required under CFTC Regulation 4.5 with respect to be made to the Portfolio Adviser by Rule 17j-1(c)(1) and will annually reaffirm such notice filing on behalf all other records relevant to the Adviser's code of ethics. C. The Adviser has provided the Trust and the Manager with a copy of its Form ADV, which as of the Portfolio date of this Agreement is its Form ADV as most recently filed with the Securities and Exchange Commission and promptly will furnish a copy of all amendments to the Trust and the Manager at least annually. Such amendments shall reflect all changes in the Adviser's organizational structure, professional staff or other significant developments affecting the Adviser, as required by CFTC Regulation 4.5; the Advisers Act. D. The Adviser will notify the Trust and the Manager of any assignment of this Agreement or (2) change of control of the relief Adviser, as applicable, and any changes in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Adviser has claimed key personnel who are either the CPO exclusion portfolio manager(s) of the Allocated Portion or senior management of the Adviser, in CFTC Regulation 4.5 each case prior to or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxxpromptly after, such change. The Adviser further represents, warrants and covenants that each agrees to bear all reasonable expenses of the Portfolio(s) isFund, if any, arising out of such assignment or change in control. E. The Adviser agrees to maintain an appropriate level of errors and until this Agreement is terminated omissions or professional liability insurance coverage. F. The Adviser agrees that neither it, nor any of its affiliates, will remainknowingly in any way refer directly or indirectly to its relationship with the Trust, an “eligible contract participant” within the meaning Fund, the Manager or any of Section 1a(18) their respective affiliates in offering, marketing or other promotional materials without the express written consent of the CEAManager, except as required by rule, regulation or upon the request of a governmental authority. However, the Adviser may use the performance of the Allocated Portion in its composite performance.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants agrees that: A. The Adviser has been duly authorized by the Board to delegate to the Sub-Adviser the provision of investment services to each Fund as contemplated hereby. B. The Adviser is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Adviser by applicable law and regulations. C. The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under the services contemplated by this Agreement; (iii) to the best of its knowledge, has met, met and will seek to continue to meet for so long as this Agreement is in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, agency necessary to be met in order to perform its obligations under the services contemplated by this Agreement; (iv) has the power and authority to enter into and perform its obligations under the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as the investment adviser manager of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. . The Adviser will also promptly notify the Sub-Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; any Fund, provided, however, that routine regulatory examinations not involving the Sub-Adviser shall not be required to be reported by this provision. D. The Adviser certifies that as of the date of this Agreement the Fund is registered as a commodity pool operator Qualified Institutional Buyer (“CPOQIB”) as defined in Rule 144A under the Commodity Exchange Act (“CEA”) 1933 Act, and is a member of the National Futures Association (“NFA”). With respect to each of the Portfolio(s), the Adviser has claimed either (1) the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to the Portfolio and, in such case, the Adviser will file promptly notify the notice required under CFTC Regulation 4.5 with respect Sub-Adviser if the Fund ceases to be a QIB. E. The Adviser, through its designated administrator or sub-administrator, will regularly notify the Portfolio and will annually reaffirm such notice filing on behalf of the Portfolio as required by CFTC Regulation 4.5; or (2) the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Sub-Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further representsif any “government entity” assets, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) of Rule 206(4)-5 under the CEAAdvisers Act, are contributed to any Fund.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants thatagrees as follows: A. The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under the services contemplated by this Agreement; (iii) has met, met and will seek to continue to meet for so long as this Agreement is remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, agency necessary to be met in order to perform its obligations under the services contemplated by this Agreement; (iv) has the power and authority to enter into and perform its obligations under the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser Manager of the occurrence of any event that would disqualify the Adviser from serving as the an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. . The Adviser will also promptly notify the Sub-Adviser Fund and the Manager if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; Fund, provided, however, that routine regulatory examinations not involving the Sub-Adviser shall not be required to be reported by this provision. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Manager and the Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Operating Officer or a vice-president of the Adviser shall certify to the Manager that the Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made to the Adviser by Rule 17j-1(c)(1) and all other records relevant to the Adviser’s code of ethics. C. The Adviser has provided the Trust and the Manager with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the Securities and Exchange Commission and promptly will furnish a copy of all amendments to the Trust and the Manager at least annually. Such amendments shall reflect all changes in the Adviser’s organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. D. The Adviser is registered as a commodity pool operator (“CPO”) under will notify the Commodity Exchange Act (“CEA”) Trust and is a member the Manager of any assignment of this Agreement or change of control of the National Futures Association (“NFA”). With respect to each Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio(s)Fund or senior management of the Adviser, in each case prior to or promptly after, such change. The Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of an assignment or change in control. E. The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Trust, the Fund, the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager, except as required by rule, regulation or upon the request of a governmental authority. However, the Adviser has claimed either (1) may use the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to the Portfolio and, in such case, the Adviser will file the notice required under CFTC Regulation 4.5 with respect to the Portfolio and will annually reaffirm such notice filing on behalf performance of the Portfolio as required by CFTC Regulation 4.5; or (2) the relief Fund in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further represents, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) of the CEAits composite performance.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants that: A. The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement is in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform its obligations under this Agreement; (iv) has the power and authority to enter into and perform its obligations under this Agreement; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as the investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Adviser will also promptly notify the Sub-Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; provided, however, that routine regulatory examinations not involving the Sub-Adviser shall not be required to be reported by this provision. D. The Adviser (i) is registered as a eligible to claim the commodity pool operator (“CPO”) under the Commodity Exchange Act (“CEA”) and is a member of the National Futures Association (“NFA”). With respect to each of the Portfolio(s), the Adviser has claimed either (1) the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to each of the Portfolio andPortfolio(s), in such case, the Adviser will file (ii) has filed the notice required under CFTC Regulation 4.5 with respect to each of the Portfolio Portfolio(s) and (iii) will annually reaffirm such notice filing on behalf of each of the Portfolio Portfolio(s) as required by CFTC Regulation 4.5; or (2) the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further represents, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) of the CEA.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants thatagrees as follows: A. The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under the services contemplated by this Agreement; (iii) has met, met and will seek to continue to meet for so long as this Agreement is remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, agency necessary to be met in order to perform its obligations under the services contemplated by this Agreement; (iv) has the power and authority to enter into and perform its obligations under the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser Manager of the occurrence of any event that would disqualify the Adviser from serving as the an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. . The Adviser will also promptly notify the Sub-Adviser Fund and the Manager if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; Fund, provided, however, that routine regulatory examinations not involving the Sub-Adviser shall not be required to be reported by this provision. D. B. The Adviser is registered as has adopted a commodity pool operator (“CPO”) written code of ethics complying with the requirements of Rule 17j-1 under the Commodity Exchange Investment Company Act (“CEA”) and is will provide the Manager and the Board with a member copy of such code of ethics, together with evidence of its adoption. Within forty-five days of the National Futures Association (“NFA”). With respect to each end of the Portfolio(s)last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Operating Officer or a vice-president of the Adviser shall certify to the Manager that the Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Manager, the Adviser has claimed either (1shall permit the Manager, its employees or its agents to examine the reports required to be made to the Adviser by Rule 17j-1(c)(1) and all other records relevant to the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 Fund with respect to the Portfolio andAdviser’s code of ethics. C. The Adviser has provided the Trust and the Manager with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the Securities and Exchange Commission and promptly will furnish a copy of all amendments to the Trust and the Manager at least annually. Such amendments shall reflect all changes in the Adviser’s organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. D. The Adviser will notify the Trust and the Manager of any assignment of this Agreement or change of control of the Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Allocated Portion or senior management of the Adviser, in each case prior to or promptly after, such casechange. The Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of an assignment or change in control. E. The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Trust, the Fund, the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the written consent of the Manager, except as required by rule, regulation or upon the request of a governmental authority. However, the Adviser will file may use the notice required under CFTC Regulation 4.5 with respect to the Portfolio and will annually reaffirm such notice filing on behalf performance of the Portfolio as required by CFTC Regulation 4.5; or (2) the relief Allocated Portion in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further represents, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) of the CEAits composite performance.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants thatagrees as follows: A. The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under the services contemplated by this Agreement; (iii) has met, met and will seek to continue to meet for so long as this Agreement is remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, agency necessary to be met in order to perform its obligations under the services contemplated by this Agreement; (iv) has the power and authority to enter into and perform its obligations under the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser Manager of the occurrence of any event that would disqualify the Adviser from serving as the an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. . The Adviser will also promptly notify the Sub-Adviser Fund and the Manager if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; Fund, provided, however, that routine regulatory examinations not involving the Sub-Adviser shall not be required to be reported by this provision. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Manager and the Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Operating Officer, vice-president of the Adviser or compliance manager shall certify to the Manager that the Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made to the Adviser by Rule 17j-1(c)(1) and all other records relevant to the Adviser’s code of ethics. C. The Adviser has provided the Trust and the Manager with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the Securities and Exchange Commission and promptly will furnish a copy of all amendments to the Trust and the Manager at least annually. Such amendments shall reflect all changes in the Adviser’s organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. D. The Adviser is registered as a commodity pool operator (“CPO”) under will notify the Commodity Exchange Act (“CEA”) Trust and is a member the Manager of any assignment of this Agreement or change of control of the National Futures Association (“NFA”). With respect to each Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio(s)Allocated Portion or senior management of the Adviser, in each case prior to or promptly after, such change. The Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of an assignment or change in control. E. The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Trust, the Fund, the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager, except as required by rule, regulation or upon the request of a governmental authority. However, the Adviser has claimed either (1) may use the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to the Portfolio and, in such case, the Adviser will file the notice required under CFTC Regulation 4.5 with respect to the Portfolio and will annually reaffirm such notice filing on behalf performance of the Portfolio as required by CFTC Regulation 4.5; or (2) the relief Allocated Portion in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further represents, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) of the CEAits composite performance.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants agrees that: A. The Adviser has been duly authorized by the Board to delegate to the Sub-Adviser the provision of Services to each Fund as contemplated hereby. B. The Adviser is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Adviser by applicable law and regulations. C. The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under the functions contemplated by this Agreement; (iii) to the best of its knowledge, has met, met and will seek to continue to meet for so long as this Agreement is in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, agency necessary to be met in order to perform its obligations under the functions contemplated by this Agreement; (iv) has the power and authority to enter into and perform its obligations under the functions contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as the investment adviser manager of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. . The Adviser will also promptly notify the Sub-Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; any Fund, provided, however, that routine regulatory examinations not involving the Sub-Adviser shall not be required to be reported by this provision. The Adviser represents that this Agreement does not violate any existing agreement between the Adviser and any other party. D. The Adviser certifies that as of the date of this Agreement the Trust is registered as a commodity pool operator Qualified Institutional Buyer (“CPOQIB”) as defined in Rule 144A under the Commodity Exchange Act (“CEA”) 1933 Act, and is a member of the National Futures Association (“NFA”). With respect to each of the Portfolio(s), the Adviser has claimed either (1) the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to the Portfolio and, in such case, the Adviser will file promptly notify the notice required under CFTC Regulation 4.5 with respect Sub-Adviser if the Trust ceases to be a QIB. E. The Adviser, through its designated administrator or sub-administrator, will regularly notify the Portfolio and will annually reaffirm such notice filing on behalf of the Portfolio as required by CFTC Regulation 4.5; or (2) the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Sub-Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further representsif any “government entity” assets, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) Rule 206(4)-5 under the Advisers Act, are contributed to any Fund. F. The assets in the Funds are free from all liens and charges and the Adviser undertakes that no liens or charges will arise from the acts or omissions of the CEAAdviser and the Trust which may prevent the Sub-Adviser from giving a first priority lien or charge on the assets solely in connection with the Sub-Adviser’s authority to direct the deposit of margin or collateral to the extent necessary to meet the obligations of the Funds with respect to any investments made pursuant to the Prospectus and SAI. G. The Adviser will promptly notify the Sub-Adviser to the extent required by applicable law in the event that the Adviser or any of its affiliates becomes aware that it is subject to a statutory disqualification that prevents the Adviser from performing its functions under this Agreement. H. The Adviser further agrees to notify the Sub-Adviser immediately of any material fact known to the Adviser respecting or relating to the Adviser that would make any written information previously provided to the Sub-Adviser (including but not limited to representations in this Agreement) materially inaccurate or incomplete or if any such written information becomes untrue in any material respect.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants agrees that: A. The Adviser has been duly authorized by the Board to delegate to the Sub-Adviser the provision of investment services to each Fund as contemplated hereby. B. The Adviser is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Adviser by applicable law and regulations. C. The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under the services contemplated by this Agreement; (iii) to the best of its knowledge, has met, met and will seek to continue to meet for so long as this Agreement is in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, agency necessary to be met in order to perform its obligations under the services contemplated by this Agreement; (iv) has the power and authority to enter into and perform its obligations under the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as the investment adviser manager of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. . The Adviser will also promptly notify the Sub-Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; any Fund, provided, however, that routine regulatory examinations not involving the Sub-Adviser shall not be required to be reported by this provision. D. The Adviser certifies that as of the date of this Agreement the Trust is registered as a commodity pool operator Qualified Institutional Buyer (“CPOQIB”) as defined in Rule 144A under the Commodity Exchange Act (“CEA”) 1933 Act, and is a member of the National Futures Association (“NFA”). With respect to each of the Portfolio(s), the Adviser has claimed either (1) the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to the Portfolio and, in such case, the Adviser will file promptly notify the notice required under CFTC Regulation 4.5 with respect Sub-Adviser if the Trust ceases to be a QIB. E. The Adviser, through its designated administrator or sub-administrator, will regularly notify the Portfolio and will annually reaffirm such notice filing on behalf of the Portfolio as required by CFTC Regulation 4.5; or (2) the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Sub-Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further representsif any “government entity” assets, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) Rule 206(4)-5 under the Advisers Act, are contributed to any Fund. F. The Adviser agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Sub-Adviser or any of its affiliates in offering, marketing or other promotional materials without the express written consent of the CEASub-Adviser, except as required by law, rule, regulation or upon the request of a governmental authority.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants thatagrees as follows: A. The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under the services contemplated by this Agreement; (iii) has met, met and will seek to continue to meet for so long as this Agreement is remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, agency necessary to be met in order to perform its obligations under the services contemplated by this Agreement; (iv) has the power and authority to enter into and perform its obligations under the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser Manager of the occurrence of any event that would disqualify the Adviser from serving as the an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. . The Adviser will also promptly notify the Sub-Adviser Portfolio and the Manager if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving in which the affairs of the Portfolio(s) and affecting the Sub-Adviser; providedPortfolio has been named as a party, provided however, that routine regulatory examinations not involving the Sub-Adviser shall not be required to be reported by this provision. D. B. The Adviser is registered as has adopted a commodity pool operator (“CPO”) written code of ethics complying with the requirements of Rule 17j-1 under the Commodity Exchange Investment Company Act (“CEA”) and is will provide the Manager and the Board with a member copy of the National Futures Association (“NFA”)such code of ethics, together with evidence of its adoption. With respect to each of the Portfolio(s), When the Adviser has claimed either (1) completed its internal review at the CPO exclusion end of the last calendar quarter of each year that this Agreement is in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 effect, and as otherwise requested, an officer of the Adviser shall certify to the Manager that the Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser’s code of ethics with respect to the Portfolio andPortfolios or, if such a material violation has occurred, that appropriate action was taken in response to such caseviolation. Upon the written request of the Manager, the Adviser will file shall permit the notice Manager, its employees or its agents to examine the reports required under CFTC Regulation 4.5 with respect to be made to the Portfolio Adviser by Rule 17j-1(c)(1) and all other records relevant to the Adviser’s code of ethics, provided such examination is made at the Adviser’s office on reasonable notice during regular business hours. C. The Adviser has provided the Trust and the Manager with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the Securities and Exchange Commission and will annually reaffirm furnish a copy of all amendments to Form ADV, Part II to the Trust and the Manager at least annually. Such amendments shall reflect all changes as required by the Advisers Act. D. The Adviser will notify the Trust and the Manager of any assignment of this Agreement or change of control of the Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolios or senior management of the Adviser, in each case prior to or promptly after, such change. Such notice filing on behalf may be made via email. E. The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Trust, the Portfolios, the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager, except as required by rule, regulation or upon the request of a governmental authority. However, the Adviser may use the performance of the Portfolio as required by CFTC Regulation 4.5; in its composite performance. G. the Portfolios’ prospectus will indicate that the Portfolio might not be fully invested in accordance with its objective for up to 30 days after inception; H. the Manager has adopted and enforces its policies to identify and prevent investors in the Portfolios from market timing the purchase and sale of the Portfolio’s shares or (2) the relief engaging in CFTC Regulation 4.12(c)(1)(ii) with respect arbitrage activity to the Portfolio. Information regarding whether detriment of long-term investors in the Portfolios; I. the Manager represents that any commission recapture or directed brokerage programs in place for the Portfolios are voluntary, and that the Adviser has claimed either is not required to trade for the CPO exclusion Portfolios in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) accordance with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further represents, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) of the CEAthose programs.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants thatagrees as follows: A. The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under the services contemplated by this Agreement; (iii) has met, met and will seek to continue to meet for so long as this Agreement is remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, agency necessary to be met in order to perform its obligations under the services contemplated by this Agreement; (iv) has the power and authority to enter into and perform its obligations under the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser Manager of the occurrence of any event that would disqualify the Adviser from serving as the an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. . The Adviser will also promptly notify the Sub-Adviser Fund and the Manager if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; Fund(s), provided, however, that routine regulatory examinations not involving the Sub-Adviser shall not be required to be reported by this provision. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Manager and the Board with a copy of such code of ethics, together with evidence of its adoption. Upon request within forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the Chief Compliance Officer of the Adviser or his/her designee shall certify to the Manager that the Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the reasonable written request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made to the Adviser by Rule 17j-1(c)(1) and all other records relevant to the Adviser’s code of ethics. C. The Adviser has provided the Trust and the Manager with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the Securities and Exchange Commission and upon reasonable request, will promptly furnish a copy of all amendments to the Trust and the Manager at least annually. D. The Adviser is registered as a commodity pool operator (“CPO”) under will notify the Commodity Exchange Act (“CEA”) Trust and is a member the Manager of any assignment of this Agreement or change of control of the National Futures Association (“NFA”). With respect to each Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio(s)Fund or senior management of the Adviser, in each case prior to or promptly after, such change. The Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of an assignment by, or change in control of, the Adviser. E. The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Trust, the Fund, the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager, which consent shall not be unreasonably withheld, except as required by rule, regulation or upon the request of a governmental authority. However, the Adviser has claimed either (1) may use the CPO exclusion performance of the Fund in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to the Portfolio and, in such case, its composite performance. The Manager hereby grants the Adviser will file the notice required under CFTC Regulation 4.5 with respect right to identify the Portfolio and will annually reaffirm such notice filing on behalf of Trust as a client in the Portfolio as required by CFTC Regulation 4.5; or (2) the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio is available on the NFAAdviser’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further represents, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) of the CEApublicly disclosed client lists.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants agrees that: A. The Adviser has been duly authorized by the Board to delegate to the Sub-Adviser the provision of investment services to each Fund as contemplated hereby. B. The Adviser is currently in material compliance and shall at all times continue to comply in all material respects with the requirements imposed upon the Adviser by applicable law and regulations. C. The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under the services contemplated by this Agreement; (iii) to the best of its knowledge, has met, met and will seek to continue to meet for so long as this Agreement is in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, agency necessary to be met in order to perform its obligations under this Agreement; (iv) has the power and authority to enter into and perform its obligations under services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as the investment adviser manager of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. . The Adviser will also promptly notify the Sub-Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; any Fund, provided, however, that routine regulatory examinations not involving the Sub-Adviser shall not be required to be reported by this provision. D. The Adviser certifies that as of the date of this Agreement the Trust is registered as a commodity pool operator Qualified Institutional Buyer (“CPOQIB”) as defined in Rule 144A under the Commodity Exchange Act (“CEA”) 1933 Act, and is a member of the National Futures Association (“NFA”). With respect to each of the Portfolio(s), the Adviser has claimed either (1) the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to the Portfolio and, in such case, the Adviser will file promptly notify the notice required under CFTC Regulation 4.5 with respect Sub-Adviser if the Trust ceases to be a QIB. E. The Adviser, through its designated administrator or sub-administrator, will regularly notify the Portfolio and will annually reaffirm such notice filing on behalf of the Portfolio as required by CFTC Regulation 4.5; or (2) the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Sub-Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further representsif any “government entity” assets, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) of Rule 206(4)-5 under the CEAAdvisers Act, are contributed to any Fund.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants thatagrees as follows: A. The Adviser Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under the services contemplated by this Agreement; (iii) has met, met and will seek to continue to meet for so long as this Agreement is remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, agency necessary to be met in order to perform its obligations under the services contemplated by this Agreement; (iv) has the power and authority to enter into and perform its obligations under the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser Manager of the occurrence of any event that would disqualify the Adviser from serving as the an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. . The Adviser will also promptly notify the Sub-Adviser Portfolio and the Manager if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; Portfolio, provided, however, that routine regulatory examinations not involving the Sub-Adviser shall not be required to be reported by this provision. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Manager and the Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Operating Officer or a vice-president of the Adviser shall certify to the Manager that the Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser's code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made to the Adviser by Rule 17j-1(c)(1) and all other records relevant to the Adviser's code of ethics. C. The Adviser has provided the Trust and the Manager with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the Securities and Exchange Commission and promptly will furnish a copy of all amendments to the Trust and the Manager at least annually. Such amendments shall reflect all changes in the Adviser's organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. D. The Adviser is registered as a commodity pool operator (“CPO”) under will notify the Commodity Exchange Act (“CEA”) Trust and is a member the Manager of any assignment of this Agreement or change of control of the National Futures Association (“NFA”). With respect to each Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio(s)Portfolio or senior management of the Adviser, in each case prior to or promptly after, such change. The Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of an assignment or change in control. E. The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Trust, the Portfolio, the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager, except as required by rule, regulation or upon the request of a governmental authority. However, the Adviser has claimed either (1) may use the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to the Portfolio and, in such case, the Adviser will file the notice required under CFTC Regulation 4.5 with respect to the Portfolio and will annually reaffirm such notice filing on behalf performance of the Portfolio as required by CFTC Regulation 4.5; or (2) in its composite performance. G. The Adviser agrees that it will notify the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to Manager of any changes on the Portfolio. Information regarding whether membership of the general partners of the Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to within a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further represents, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) of the CEAreasonable time after such change.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants agrees that: A. The Adviser has been duly authorized by the Board to delegate to the Sub-Adviser the provision of investment services to each Fund as contemplated hereby. B. The Adviser is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Adviser by applicable law and regulations. C. The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under the services contemplated by this Agreement; (iii) to the best of its knowledge, has met, met and will seek to continue to meet for so long as this Agreement is in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, agency necessary to be met in order to perform its obligations under this Agreement; (iv) has the power and authority to enter into and perform its obligations under services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as the investment adviser manager of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. . The Adviser will also promptly notify the Sub-Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; any Fund, provided, however, that routine regulatory examinations not involving the Sub-Adviser shall not be required to be reported by this provision. The Adviser represents that this Agreement does not violate any existing agreement between the Adviser and any other party. D. The Adviser certifies that as of the date of this Agreement the Trust is registered a Qualified Institutional Buyer (“QIB”) as defined in Rule 144A under the 1933 Act. Adviser will furnish Sub-Adviser with such financial information as it may request to confirm the Trust’s status (or continuing status) as a commodity pool operator (“CPO”) under the Commodity Exchange Act (“CEA”) QIB and is a member of the National Futures Association (“NFA”). With respect to each of the Portfolio(s), the Adviser has claimed either (1) the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to the Portfolio and, in such case, the Adviser will file promptly notify the notice required under CFTC Regulation 4.5 with respect Sub-Adviser if the Trust ceases to be a QIB. E. The Adviser, through its designated administrator or sub-administrator, will regularly notify the Portfolio and will annually reaffirm such notice filing on behalf of the Portfolio as required by CFTC Regulation 4.5; or (2) the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Sub-Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further representsif any “government entity” assets, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) of Rule 206(4)-5 under the CEAAdvisers Act, are contributed to any Fund.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants thatagrees as follows: A. The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under the services contemplated by this Agreement; (iii) has met, met and will seek to continue to meet for so long as this Agreement is remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, agency necessary to be met in order to perform its obligations under the services contemplated by this Agreement; (iv) has the power and authority to enter into and perform its obligations under the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser Manager of the occurrence of any event that would disqualify the Adviser from serving as the an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. . The Adviser will also promptly notify the Sub-Adviser Trust, Portfolio and the Manager if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; Portfolio, provided, however, that routine regulatory examinations not involving the Sub-Adviser shall not be required to be reported by this provision. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Manager and the Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Compliance Officer or a vice-president of the Adviser shall certify to the Manager that the Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made to the Adviser by Access Persons involved in the management of the Allocated Portion under Rule 17j-1(c)(1) and all other records relevant to the Adviser’s code of ethics. C. The Adviser has provided the Trust and the Manager with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the Securities and Exchange Commission and promptly will furnish a copy of all amendments to the Trust and the Manager at least annually. Such amendments shall reflect all changes in the Adviser’s organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. D. The Adviser is registered as a commodity pool operator (“CPO”) under will notify the Commodity Exchange Act (“CEA”) Trust and is a member the Manager of any assignment of this Agreement or change of control of the National Futures Association (“NFA”). With respect to each Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio(s)Allocated Portion or senior management of the Adviser, in each case prior to or promptly after, such change, if such notice is otherwise permissible by law. The Adviser agrees to bear all reasonable expenses of the Trust relating to a proxy solicitation for approval of a new investment advisory agreement with the Adviser or its successors, if any, arising out of an assignment or change in control. E. The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Trust, the Fund, the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager, except as required by rule, regulation or upon the request of a governmental authority. However, the Adviser has claimed either (1) may use the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to the Portfolio and, in such case, the Adviser will file the notice required under CFTC Regulation 4.5 with respect to the Portfolio and will annually reaffirm such notice filing on behalf performance of the Portfolio as required by CFTC Regulation 4.5; or (2) the relief Allocated Portion in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further represents, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) of the CEAits composite performance.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants thatagrees as follows: A. The Adviser Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under the services contemplated by this Agreement; (iii) has met, met and will seek to continue to meet for so long as this Agreement is remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, agency necessary to be met in order to perform its obligations under the services contemplated by this Agreement; (iv) has the power and authority to enter into and perform its obligations under the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser Manager of the occurrence of any event that would disqualify the Adviser from serving as the an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. . The Adviser will also promptly notify the Sub-Adviser Fund and the Manager if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; Fund, provided, however, that routine regulatory examinations not involving the Sub-Adviser shall not be required to be reported by this provision. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Manager and the Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Compliance Officer or a vice-president of the Adviser shall certify to the Manager that the Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser's code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made to the Adviser by Rule 17j-1(c)(1) and all other records relevant to the Adviser's code of ethics but only to the extent such reports and/or records relate to the provision of services hereunder. C. The Adviser has provided the Trust and the Manager with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the Securities and Exchange Commission and promptly will furnish a copy of all amendments to the Trust and the Manager at least annually. Such amendments shall reflect all changes in the Adviser's organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. D. The Adviser is registered as a commodity pool operator (“CPO”) under will use its best efforts to notify the Commodity Exchange Act (“CEA”) Trust and is a member the Manager of any assignment of this Agreement, or change of control of the National Futures Association (“NFA”). With respect to each Adviser, or any changes in the key personnel who are either the portfolio manager(s) of the Portfolio(s)Allocated Portion or senior management of the Adviser, as applicable, at least 60 (sixty) days prior to such assignment or change. The Adviser agrees to bear all reasonable expenses of the Trust, if any, relating to shareholder notification of the Adviser's assignment or change in control provided that the Adviser continues to provide investment advisory services to the Allocated Portion subsequent to the assignment. E. The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Trust, the Fund, the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager, except as required by rule, regulation or upon the request of a governmental authority. However, the Adviser has claimed either (1) may use the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to the Portfolio and, in such case, the Adviser will file the notice required under CFTC Regulation 4.5 with respect to the Portfolio and will annually reaffirm such notice filing on behalf performance of the Portfolio as required by CFTC Regulation 4.5; or (2) the relief Allocated Portion in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further represents, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) of the CEAits composite performance.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants warrants, and covenants thatagrees, as of the date hereof, as follows: A. The Adviser Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement is in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform its obligations under this Agreement; (iv) has the power and authority to enter into and perform its obligations under the services contemplated by this Agreement; and (viii) will promptly notify the Sub-Adviser Subadviser of the occurrence of any event that would disqualify the Adviser from serving as the an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company 1940 Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 Trust is registered as an investment company under the Investment Company 1940 Act and will provide shall maintain such registration in good standing throughout the Sub-Adviser with a copy term of such code of ethicsthis Agreement. C. The Adviser will also promptly notify is an entity duly organized and validly existing and in good standing under the Sub-Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs laws of the Portfolio(s) jurisdiction of its organization and affecting in good standing in each other jurisdiction in which the Sub-Adviser; provided, however, that routine regulatory examinations not involving nature or conduct of its business requires such qualification and the Sub-Adviser shall not be required failure to be reported by duly qualified would materially affect the Adviser’s ability to perform its obligations under this provisionAgreement. The Adviser has full power and authority to perform its obligations under this Agreement and it has the requisite power and authority to own property, perform its obligations and conduct its business. D. The execution and delivery of this Agreement, the incurrence of the obligations herein set forth and the consummation of the transactions contemplated herein will not constitute a breach of, or default under, any instrument by which the Adviser is registered as bound or any order, rule, statue or regulation applicable to the Adviser of any court or any governmental body or administrative agency having jurisdiction over the Adviser including, without limitation the 1940 Act or the Advisers Act. E. This Agreement has been duly and validly authorized, executed and delivered by the Adviser and constitutes a commodity pool operator (“CPO”) under legal, valid and binding agreement of the Commodity Exchange Act (“CEA”) Adviser enforceable in accordance with its terms. This Agreement has been duly approved by the Trust and the Board in accordance with all applicable requirements of the 1940 Act. F. The Fund is a member “qualified eligible person” as that term is defined under CFTC Rule 4.7 and consents to the Fund begin an exempt account under CFTC Rule 4.7. If at any time, any event shall occur which would make any of the National Futures Association (“NFA”). With respect to each foregoing representations and warranties of the Portfolio(s)Adviser no longer true and accurate in any material respect, the Adviser has claimed either (1) shall notify the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to the Portfolio andSubadviser as soon as is reasonably practicable, in such case, the Adviser will file the notice required under CFTC Regulation 4.5 with respect to the Portfolio and will annually reaffirm such notice filing on behalf of the Portfolio except as required prohibited by CFTC Regulation 4.5; or (2) the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further represents, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) of the CEAapplicable law.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants agrees that: A. The Adviser has been duly authorized by the Board of Trustees of the Trust to delegate to the Sub-Adviser the provision of investment services to the Fund as contemplated hereby. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Adviser is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Adviser by applicable law and regulations. D. The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under the services contemplated by this Agreement; (iii) to the best of its knowledge, has met, met and will seek to continue to meet for so long as this Agreement is in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, agency necessary to be met in order to perform its obligations under the services contemplated by this Agreement; (iv) has the power and authority to enter into and perform its obligations under the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as the investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. . The Adviser will also promptly notify the Sub-Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; Fund, provided, however, that routine regulatory examinations not involving the Sub-Adviser shall not be required to be reported by this provision. D. The Adviser is registered as a commodity pool operator (“CPO”) under the Commodity Exchange Act (“CEA”) and is a member of the National Futures Association (“NFA”). With respect to each of the Portfolio(s), the Adviser has claimed either (1) the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to the Portfolio and, in such case, the Adviser will file the notice required under CFTC Regulation 4.5 with respect to the Portfolio and will annually reaffirm such notice filing on behalf of the Portfolio as required by CFTC Regulation 4.5; or (2) the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further represents, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) of the CEA.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants thatagrees as follows: A. The Adviser Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under the services contemplated by this Agreement; (iii) has met, met and will seek to continue to meet for so long as this Agreement is remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, agency necessary to be met in order to perform its obligations under the services contemplated by this Agreement; (iv) has the power and authority to enter into and perform its obligations under the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser Manager of the occurrence of any event that would disqualify the Adviser from serving as the an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. . The Adviser will also promptly notify the Sub-Adviser Fund and the Manager if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; Fund, provided, however, that routine regulatory examinations not involving the Sub-Adviser shall not be required to be reported by this provision. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Manager and the Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Operating Officer or a vice-president of the Adviser shall certify to the Manager that the Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser's code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made to the Adviser by Rule 17j-1(c)(1) and all other records relevant to the Adviser's code of ethics. C. The Adviser has provided the Trust and the Manager with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the Securities and Exchange Commission and promptly will furnish a copy of all amendments to the Trust and the Manager at least annually. Such amendments shall reflect all material changes in the Adviser's organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. D. The Adviser is registered as a commodity pool operator (“CPO”) under will notify the Commodity Exchange Act (“CEA”) Trust and is a member the Manager of any assignment of this Agreement or change of control of the National Futures Association (“NFA”). With respect to each Adviser, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio(s)Allocated Portion or senior management of the Adviser, in each case prior to or promptly after, such change. The Adviser agrees to bear all reasonable expenses of the Fund, if any, arising out of an assignment or change in control. E. The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly to its relationship with the Trust, the Fund, the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager, except as required by rule, regulation or upon the request of a governmental authority. However, the Adviser has claimed either (1) may use the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to the Portfolio and, in such case, the Adviser will file the notice required under CFTC Regulation 4.5 with respect to the Portfolio and will annually reaffirm such notice filing on behalf performance of the Portfolio as required by CFTC Regulation 4.5; or (2) the relief Allocated Portion in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further represents, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) of the CEAits composite performance.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants agrees that: A. The Adviser has been duly authorized by the Board to delegate to the Sub-Adviser the provision of investment services to each Fund as contemplated hereby. B. The Adviser is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Adviser by applicable law and regulations. C. The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under the services contemplated by this Agreement; (iii) to the best of its knowledge, has met, met and will seek to continue to meet for so long as this Agreement is in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, agency necessary to be met in order to perform its obligations under this Agreement; (iv) has the power and authority to enter into and perform its obligations under services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as the investment adviser manager of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. . The Adviser will also promptly notify the Sub-Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; any Fund, provided, however, that routine regulatory examinations not involving the Sub-Adviser shall not be required to be reported by this provision. D. The Adviser certifies that as of the date of this Agreement the Fund is registered as a commodity pool operator Qualified Institutional Buyer (“CPOQIB”) as defined in Rule 144A under the Commodity Exchange Act (“CEA”) 1933 Act, and is a member of the National Futures Association (“NFA”). With respect to each of the Portfolio(s), the Adviser has claimed either (1) the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to the Portfolio and, in such case, the Adviser will file promptly notify the notice required under CFTC Regulation 4.5 with respect Sub-Adviser if the Fund ceases to be a QIB. E. The Adviser, through its designated administrator or sub-administrator, will regularly notify the Portfolio and will annually reaffirm such notice filing on behalf of the Portfolio as required by CFTC Regulation 4.5; or (2) the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Sub-Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further representsif any “government entity” assets, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) of Rule 206(4)-5 under the CEAAdvisers Act, are contributed to any Fund.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants agrees that: A. The : (a) Adviser is a statutory trust duly established, validly existing and in good standing under the laws of the State of Delaware, and is duly qualified to do business and is in good standing under the laws of each jurisdiction where the failure to so qualify would have a material adverse effect on its business; (ib) Adviser is duly registered as an "investment adviser adviser" under the Advisers Act Act; (c) Adviser has been duly appointed by the Trustees and shareholders of the Fund to provide investment services to the Fund as contemplated by the Advisory Contract and is authorized to delegate any and all of its duties and obligations thereunder; (d) the execution, delivery and performance of this Agreement are within Adviser's powers, have been and remain duly authorized by all necessary corporate action and will continue to be so registered for so long as this Agreement remains in effectnot violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on Adviser or under Adviser's declaration of trust; (iie) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement is in effect, any other applicable federal or state requirements, or the applicable requirements no consent of any regulatory applicable governmental authority or industry self-regulatory agency, body is necessary to be met in order to perform its obligations under this Agreement; (iv) has the power and authority for Adviser to enter into and perform its obligations under this Agreement, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and (vf) Adviser will promptly notify the Sub-Adviser Subadviser in writing of the occurrence of any event that would disqualify which is likely to have a material impact on the Adviser from serving as the investment adviser performance of an investment company its obligations pursuant to Section 9(a) of this Agreement, including without limitation the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Adviser will also promptly notify the Sub-Adviser if it is served or otherwise receives notice existence of any actionpending or threatened audit, suit, proceeding, inquiry or investigation, at law complaint, examination or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; provided, however, that other inquiry (other than routine regulatory examinations not involving the Sub-or inspections) relating to Adviser shall not be required to be reported by this provision. D. The Adviser is registered as a commodity pool operator (“CPO”) under the Commodity Exchange Act (“CEA”) and is a member of the National Futures Association (“NFA”). With respect to each of the Portfolio(s), the Adviser has claimed either (1) the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to the Portfolio and, in such case, the Adviser will file the notice required under CFTC Regulation 4.5 with respect to the Portfolio and will annually reaffirm such notice filing on behalf of the Portfolio as required by CFTC Regulation 4.5; or (2) the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(iiFund conducted by any state or federal governmental regulatory authority; and (g) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further represents, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remainconstitutes a legal, an “eligible contract participant” within the meaning of Section 1a(18) of the CEAvalid and binding obligation enforceable against Adviser.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants thatagrees as follows: A. The Adviser Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under the services contemplated by this Agreement; (iii) has met, met and will seek to continue to meet for so long as this Agreement is remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, agency necessary to be met in order to perform its obligations under the services contemplated by this Agreement; (iv) has the power and authority to enter into and perform its obligations under the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser Manager of the occurrence of any event that would disqualify the Adviser from serving as the an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. . The Adviser will also promptly notify the Sub-Adviser Portfolio and the Manager if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; Portfolio, provided, however, that routine regulatory examinations not involving the Sub-Adviser shall not be required to be reported by this provision. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Manager and the Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Operating Officer or a vice-president of the Adviser shall certify to the Manager that the Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser's code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made to the Adviser by Rule 17j-1(c)(1) and all other records relevant to the Adviser's code of ethics. C. The Adviser has provided the Trust and the Manager with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the Securities and Exchange Commission and promptly will furnish a copy of all amendments to the Trust and the Manager at least annually. Such amendments shall reflect all changes in the Adviser's organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. D. The Adviser is registered as a commodity pool operator (“CPO”) under will notify the Commodity Exchange Act (“CEA”) Trust and is a member the Manager of any assignment of this Agreement or change of control of the National Futures Association (“NFA”). With respect to each Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio(s)Allocated Portion or senior management of the Adviser, in each case prior to or promptly after, such change. The Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of an assignment or change in control. E. The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Trust, the Portfolio, the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager, except as required by rule, regulation or upon the request of a governmental authority. However, the Adviser has claimed either (1) may use the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to the Portfolio and, in such case, the Adviser will file the notice required under CFTC Regulation 4.5 with respect to the Portfolio and will annually reaffirm such notice filing on behalf performance of the Portfolio as required by CFTC Regulation 4.5; or (2) the relief Allocated Portion in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further represents, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) of the CEAits composite performance.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants thatagrees as follows: A. The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under the services contemplated by this Agreement; (iii) has met, met and will seek to continue to meet for so long as this Agreement is remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, agency necessary to be met in order to perform its obligations under the services contemplated by this Agreement; (iv) has the power and authority to enter into and perform its obligations under the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser Manager of the occurrence of any event that would disqualify the Adviser from serving as the an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. . The Adviser will also promptly notify the Sub-Adviser Fund and the Manager if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; Fund, provided, however, that routine regulatory examinations not involving the Sub-Adviser shall not be required to be reported by this provision. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Manager and the Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Operating Officer or a vice-president of the Adviser shall certify to the Manager that the Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made to the Adviser by Rule 17j-1(c)(1) and all other records relevant to the Adviser’s code of ethics. C. The Adviser has provided the Trust and the Manager with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the Securities and Exchange Commission and promptly will furnish a copy of all amendments to the Trust and the Manager at least annually. Such amendments shall reflect all changes in the Adviser’s organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. D. The Adviser is registered as a commodity pool operator (“CPO”) under will notify the Commodity Exchange Act (“CEA”) Trust and is a member the Manager of any assignment of this Agreement or change of control of the National Futures Association (“NFA”). With respect to each Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio(s)Allocated Portion or senior management of the Adviser, in each case prior to or, promptly after, such change. The Adviser agrees to bear all reasonable expenses of the Fund, if any, arising out of an assignment or change in control. E. The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Trust, the Fund, the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager, except as required by rule, regulation or upon the request of a governmental authority. However, the Adviser has claimed either (1) may use the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to the Portfolio and, in such case, the Adviser will file the notice required under CFTC Regulation 4.5 with respect to the Portfolio and will annually reaffirm such notice filing on behalf performance of the Portfolio as required by CFTC Regulation 4.5; or (2) the relief Allocated Portion in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further represents, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) of the CEAits composite performance.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants thatagrees as follows: A. The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under the services contemplated by this Agreement; (iii) has met, met and will seek to continue to meet for so long as this Agreement is remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, agency necessary to be met in order to perform its obligations under the services contemplated by this Agreement; (iv) has the power and authority to enter into and perform its obligations under the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser Manager of the occurrence of any event that would disqualify the Adviser from serving as the an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. . The Adviser will also promptly notify the Sub-Adviser Portfolio and the Manager if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; ), provided, however, that routine regulatory examinations not involving the Sub-Adviser shall not be required to be reported by this provision. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Manager and the Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Operating Officer or a vice-president of the Adviser shall certify to the Manager that the Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made to the Adviser by Rule 17j-1(c)(1) and all other records relevant to the Adviser’s code of ethics. C. The Adviser has provided the Trust and the Manager with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the Securities and Exchange Commission and promptly will furnish a copy of all amendments to the Trust and the Manager at least annually. Such amendments shall reflect all changes in the Adviser’s organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. D. The Adviser is registered as a commodity pool operator (“CPO”) under will notify the Commodity Exchange Act (“CEA”) Trust and is a member the Manager of any assignment of this Agreement or change of control of the National Futures Association (“NFA”)Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio(s) or senior management of the Adviser, in each case prior to or promptly after, such change. With respect The Adviser agrees to each bear all reasonable expenses of the Trust, if any, arising out of an assignment or change in control. E. The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Trust, the Portfolio(s), the Adviser has claimed either (1) Manager or any of their respective affiliates in offering, marketing or other promotional materials without the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to express written consent of the Portfolio andManager, in such caseexcept as required by rule, regulation or upon the request of a governmental authority. However, the Adviser will file may use the notice required under CFTC Regulation 4.5 with respect to the Portfolio and will annually reaffirm such notice filing on behalf performance of the Portfolio as required by CFTC Regulation 4.5; or (2) the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further represents, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) of the CEAits composite performance.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants that: A. The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under this Agreement; (iii) to the best of its knowledge, has met, and will seek to continue to meet for so long as this Agreement is in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform its obligations under this Agreement; (iv) has the power and authority to enter into and perform its obligations under this Agreement; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as the investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Adviser will also promptly notify the Sub-Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; provided, however, that routine regulatory examinations not involving the Sub-Adviser shall not be required to be reported by this provision. D. The Adviser is registered as a commodity pool operator (“CPO”) under the Commodity Exchange Act (“CEA”) and is a member of the National Futures Association (“NFA”). With respect to each of the Portfolio(s), the Adviser has claimed either (1) the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to the Portfolio and, in such case, the Adviser will file the notice required under CFTC Regulation 4.5 with respect to the Portfolio and will annually reaffirm such notice filing on behalf of the Portfolio as required by CFTC Regulation 4.5; or (2) the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further represents, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) of the CEA.Regulation

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants thatagrees as follows: A. The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under the services contemplated by this Agreement; (iii) has met, met and will seek to continue to meet for so long as this Agreement is remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, agency necessary to be met in order to perform its obligations under the services contemplated by this Agreement; (iv) has the power and authority to enter into and perform its obligations under the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser Manager of the occurrence of any event that would disqualify the Adviser from serving as the an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. . The Adviser will also promptly notify the Sub-Adviser Trust and the Manager if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; Portfolio , provided, however, that routine regulatory examinations not involving the Sub-Adviser shall not be required to be reported by this provision. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Manager and the Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Operating Officer or a vice-president of the Adviser shall certify to the Manager that the Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made to the Adviser by Rule 17j-1(c)(1) and all other records relevant to the Adviser’s code of ethics. C. The Adviser has provided the Trust and the Manager with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the Securities and Exchange Commission and promptly will furnish a copy of all amendments to the Trust and the Manager at least annually. Such amendments shall reflect all changes in the Adviser’s organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. D. The Adviser is registered as a commodity pool operator (“CPO”) under will notify the Commodity Exchange Act (“CEA”) Trust and is a member the Manager of any assignment of this Agreement or change of control of the National Futures Association (“NFA”). With respect to each Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio(s)Allocated Portion or senior management of the Adviser, in each case prior to or promptly after, such change. The Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of an assignment or change in control. E. The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Trust, the Portfolio, the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager, except as required by rule, regulation or upon the request of a governmental authority. However, the Adviser has claimed either (1) may use the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to the Portfolio and, in such case, the Adviser will file the notice required under CFTC Regulation 4.5 with respect to the Portfolio and will annually reaffirm such notice filing on behalf performance of the Portfolio as required by CFTC Regulation 4.5; or (2) the relief Allocated Portion in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further represents, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) of the CEAits composite performance.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants agrees that: A. The Adviser has been duly authorized by the Board of Trustees of the Trust to delegate to the Sub-Adviser the provision of investment services to each Fund as contemplated hereby. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Adviser is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Adviser by applicable law and regulations. D. The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under the services contemplated by this Agreement; (iii) to the best or its knowledge, has met, met and will seek to continue to meet for so long as this Agreement is in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, agency necessary to be met in order to perform its obligations under this Agreement; (iv) has the power and authority to enter into and perform its obligations under services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as the investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. . The Adviser will also promptly notify the Sub-Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; Fund, provided, however, that routine regulatory examinations not involving the Sub-Adviser shall not be required to be reported by this provision. D. The Adviser is registered as a commodity pool operator (“CPO”) under the Commodity Exchange Act (“CEA”) and is a member of the National Futures Association (“NFA”). With respect to each of the Portfolio(s), the Adviser has claimed either (1) the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to the Portfolio and, in such case, the Adviser will file the notice required under CFTC Regulation 4.5 with respect to the Portfolio and will annually reaffirm such notice filing on behalf of the Portfolio as required by CFTC Regulation 4.5; or (2) the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further represents, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) of the CEA.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants agrees that: A. The Adviser has been duly authorized by the Board of Trustees of the Trust to delegate to the Sub-Adviser the provision of investment services to the Fund as contemplated hereby. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Adviser is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Adviser by applicable law and regulations. D. The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under the services contemplated by this Agreement; (iii) to the best of its knowledge, has met, met and will seek to continue to meet for so long as this Agreement is in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, agency necessary to be met in order to perform its obligations under the services contemplated by this Agreement; (iv) has the power and authority to enter into and perform its obligations under the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as the investment adviser manager of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. . The Adviser will also promptly notify the Sub-Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; Fund, provided, however, that routine regulatory examinations not involving the Sub-Adviser shall not be required to be reported by this provision. D. The Adviser is registered as a commodity pool operator (“CPO”) under the Commodity Exchange Act (“CEA”) and is a member of the National Futures Association (“NFA”). With respect to each of the Portfolio(s), the Adviser has claimed either (1) the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to the Portfolio and, in such case, the Adviser will file the notice required under CFTC Regulation 4.5 with respect to the Portfolio and will annually reaffirm such notice filing on behalf of the Portfolio as required by CFTC Regulation 4.5; or (2) the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further represents, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) of the CEA.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants thatagrees as follows: A. The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under the services contemplated by this Agreement; (iii) has met, met and will seek to continue to meet for so long as this Agreement is remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, agency necessary to be met in order to perform its obligations under the services contemplated by this Agreement; (iv) has the power and authority to enter into and perform its obligations under the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser Manager of the occurrence of any event that would disqualify the Adviser from serving as the an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. . The Adviser will also promptly notify the Sub-Adviser Trust, Portfolio and the Manager if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; Portfolio, provided, however, that routine regulatory examinations not involving the Sub-Adviser shall not be required to be reported by this provision. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Manager and the Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Compliance Officer or a vice-president of the Adviser shall certify to the Manager that the Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made to the Adviser by Access Persons involved in the management of the Portfolio under Rule 17j-1(d)(1) and all other records relevant to the Adviser’s code of ethics. C. The Adviser has provided the Trust and the Manager with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the Securities and Exchange Commission and promptly will furnish a copy of all amendments to the Trust and the Manager at least annually. Such amendments shall reflect all changes in the Adviser’s organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. D. The Adviser is registered as a commodity pool operator (“CPO”) under will notify the Commodity Exchange Act (“CEA”) Trust and is a member the Manager of any assignment of this Agreement or change of control of the National Futures Association (“NFA”). With respect to each Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio(s)Portfolio or senior management of the Adviser, in each case prior to or promptly after, such change, if such notice is otherwise permissible by law. The Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of an assignment or change in control. E. The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Trust, the Portfolio, the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager, except as required by rule, regulation or upon the request of a governmental authority. However, the Adviser has claimed either (1) may use the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to the Portfolio and, in such case, the Adviser will file the notice required under CFTC Regulation 4.5 with respect to the Portfolio and will annually reaffirm such notice filing on behalf performance of the Portfolio as required by CFTC Regulation 4.5; or (2) the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further represents, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) of the CEAits composite performance.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants thatagrees as follows: A. The Adviser Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under the services contemplated by this Agreement; (iii) has met, met and will seek to continue to meet for so long as this Agreement is remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, agency necessary to be met in order to perform its obligations under the services contemplated by this Agreement; (iv) has the power and authority to enter into and perform its obligations under the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser Manager of the occurrence of any event that would disqualify the Adviser from serving as the an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. . The Adviser will also promptly notify the Sub-Adviser Fund and the Manager if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; Fund, provided, however, that routine regulatory examinations not involving the Sub-Adviser shall not be required to be reported by this provision. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Manager and the Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Operating Officer or a vice-president of the Adviser shall certify to the Manager that the Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser's code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made to the Adviser by Rule 17j-1(c)(1) and all other records relevant to the Adviser's code of ethics. C. The Adviser has provided the Trust and the Manager with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the Securities and Exchange Commission and promptly will furnish a copy of all amendments to the Trust and the Manager at least annually. Such amendments shall reflect all changes in the Adviser's organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. D. The Adviser is registered as a commodity pool operator (“CPO”) under will notify the Commodity Exchange Act (“CEA”) Trust and is a member the Manager of any assignment of this Agreement or change of control of the National Futures Association (“NFA”). With respect to each Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio(s)Allocated Portion or senior management of the Adviser, in each case prior to or promptly after, such change. The Adviser agrees to bear all reasonable expenses of the Fund, if any, arising out of an assignment or change in control. E. The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Trust, the Fund, the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager, except as required by rule, regulation or upon the request of a governmental authority. However, the Adviser has claimed either (1) may use the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to the Portfolio and, in such case, the Adviser will file the notice required under CFTC Regulation 4.5 with respect to the Portfolio and will annually reaffirm such notice filing on behalf performance of the Portfolio as required by CFTC Regulation 4.5; or (2) the relief Allocated Portion in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further represents, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) of the CEAits composite performance.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants thatagrees as follows: A. The Adviser Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under the services contemplated by this Agreement; (iii) has met, met and will seek to continue to meet for so long as this Agreement is remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, agency necessary to be met in order to perform its obligations under the services contemplated by this Agreement; (iv) has the power and authority to enter into and perform its obligations under the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser Manager of the occurrence of any event that would disqualify the Adviser from serving as the an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. . The Adviser will also promptly notify the Sub-Adviser Fund and the Manager if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; Fund, provided, however, that routine regulatory examinations not involving the Sub-Adviser shall not be required to be reported by this provision. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Manager and the Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Operating Officer or a vice-president of the Adviser shall certify to the Manager that the Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser's code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made to the Adviser by Rule 17j-1(c)(1) and all other records relevant to the Adviser's code of ethics. C. The Adviser has provided the Trust and the Manager with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the Securities and Exchange Commission and promptly will furnish a copy of all amendments to the Trust and the Manager at least annually. Such amendments shall reflect all changes in the Adviser's organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. D. The Adviser is registered as a commodity pool operator (“CPO”) under will notify the Commodity Exchange Act (“CEA”) Trust and is a member the Manager of any assignment of this Agreement or change of control of the National Futures Association (“NFA”). With respect to each Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio(s)Allocated Portion or senior management of the Adviser, in each case prior to or promptly after, such change. The Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of an assignment or change in control. E. The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Trust, the Fund, the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager, except as required by rule, regulation or upon the request of a governmental authority. However, the Adviser has claimed either (1) may use the CPO exclusion performance of the Allocated Portion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to its composite performance. G. The Adviser agrees that it will notify the Portfolio and, in such case, Manager of any changes on the membership of the general partners of the Adviser will file the notice required under CFTC Regulation 4.5 with respect to the Portfolio and will annually reaffirm within a reasonable time after such notice filing on behalf of the Portfolio as required by CFTC Regulation 4.5; or (2) the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further represents, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) of the CEAchange.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants agrees that: A. The Adviser has been duly authorized by the Board of Trustees of the Trust to delegate to the Sub-Adviser the provision of investment services to the Fund as contemplated hereby. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Adviser is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Adviser by applicable law and regulations. D. The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under the services contemplated by this Agreement; (iii) to the best of its knowledge, has met, met and will seek to continue to meet for so long as this Agreement is in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, agency necessary to be met in order to perform its obligations under this Agreement; (iv) has the power and authority to enter into and perform its obligations under services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as the investment adviser manager of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. . The Adviser will also promptly notify the Sub-Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; Fund, provided, however, that routine regulatory examinations not involving the Sub-Adviser shall not be required to be reported by this provision. D. The Adviser is registered as a commodity pool operator (“CPO”) under the Commodity Exchange Act (“CEA”) and is a member of the National Futures Association (“NFA”). With respect to each of the Portfolio(s), the Adviser has claimed either (1) the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to the Portfolio and, in such case, the Adviser will file the notice required under CFTC Regulation 4.5 with respect to the Portfolio and will annually reaffirm such notice filing on behalf of the Portfolio as required by CFTC Regulation 4.5; or (2) the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further represents, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) of the CEA.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants thatagrees as follows: A. The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under the services contemplated by this Agreement; (iii) has met, met and will seek to continue to meet for so long as this Agreement is remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, agency necessary to be met in order to perform its obligations under the services contemplated by this Agreement; (iv) has the power and authority to enter into and perform its obligations under the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser Manager of the occurrence of any event that would disqualify the Adviser from serving as the an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. . The Adviser will also promptly notify the Sub-Adviser Portfolio and the Manager if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; ), provided, however, that routine regulatory examinations not involving the Sub-Adviser shall not be required to be reported by this provision. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Manager and the Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Operating Officer or a vice-president of the Adviser shall certify to the Manager that the Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made to the Adviser by Rule 17j-1(c)(1) and all other records relevant to the Adviser’s code of ethics. C. The Adviser has provided the Trust and the Manager with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the Securities and Exchange Commission and promptly will furnish a copy of all amendments to the Trust and the Manager at least annually. Such amendments shall reflect all changes in the Adviser’s organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. D. The Adviser is registered as a commodity pool operator (“CPO”) under will notify the Commodity Exchange Act (“CEA”) Trust and is a member the Manager of any assignment of this Agreement or change of control of the National Futures Association (“NFA”). With respect to each Adviser, as applicable, and any changes in the key personnel who are the portfolio manager(s) of the Portfolio(s), in each case prior to or promptly after, such change. The Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of an assignment or change in control. E. The Adviser has claimed either (1) agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the CPO exclusion Trust, the Portfolio(s), the Manager or any of their respective affiliates in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to offering, marketing or other promotional materials without the Portfolio andexpress written consent of the Manager, in such caseexcept as required by rule, regulation or upon the request of a governmental authority. However, the Adviser will file may use the notice required under CFTC Regulation 4.5 with respect to the Portfolio and will annually reaffirm such notice filing on behalf performance of the Portfolio as required by CFTC Regulation 4.5; or (2) the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further represents, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) of the CEAits composite performance.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants thatagrees as follows: A. The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under the services contemplated by this Agreement; (iii) has met, met and will seek to continue to meet for so long as this Agreement is remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, agency necessary to be met in order to perform its obligations under the services contemplated by this Agreement; (iv) has the power and authority to enter into and perform its obligations under the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser Manager of the occurrence of any event that would disqualify the Adviser from serving as the an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. . The Adviser will also promptly notify each Portfolio and the Sub-Adviser Manager if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; Portfolios, provided, however, that routine regulatory examinations not involving the Sub-Adviser shall not be required to be reported by this provision. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Manager and the Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Operating Officer or a vice-president of the Adviser shall certify to the Manager that the Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made to the Adviser by Rule 17j-1(c)(1) and all other records relevant to the Adviser’s code of ethics. C. The Adviser has provided the Trust and the Manager with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the Securities and Exchange Commission and promptly will furnish a copy of all amendments to the Trust and the Manager at least annually. Such amendments shall reflect all changes in the Adviser’s organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. D. The Adviser is registered as a commodity pool operator (“CPO”) under will notify the Commodity Exchange Act (“CEA”) Trust and is a member the Manager of any assignment of this Agreement or change of control of the National Futures Association (“NFA”). With respect to each Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio(s)Portfolios or senior management of the Adviser, in each case prior to or promptly after, such change. The Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of an assignment or change in control. E. The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Trust, the Portfolios, the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager, except as required by rule, regulation or upon the request of a governmental authority. However, the Adviser has claimed either (1) may use the CPO exclusion performance of each Portfolio in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to the Portfolio and, in such case, the Adviser will file the notice required under CFTC Regulation 4.5 with respect to the Portfolio and will annually reaffirm such notice filing on behalf of the Portfolio as required by CFTC Regulation 4.5; or (2) the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further represents, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) of the CEAits composite performance.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants thatagrees as follows: A. The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under the services contemplated by this Agreement; (iii) has met, met and will seek to continue to meet for so long as this Agreement is remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, agency necessary to be met in order to perform its obligations under the services contemplated by this Agreement; (iv) has the power and authority to enter into and perform its obligations under the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser Manager of the occurrence of any event that would disqualify the Adviser from serving as the an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with . Unless prohibited by applicable law, the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Adviser will also promptly notify the Sub-Adviser Trust and the Manager if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; Portfolio , provided, however, that routine regulatory examinations not involving the Sub-Adviser shall not be required to be reported by this provision. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Manager and the Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Operating Officer or a vice-president of the Adviser shall certify to the Manager that the Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser’s code of ethics or, if such a material violation has occurred, that appropriate (as determined by the Adviser) action was taken in response to such violation. Upon the written request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made to the Adviser by Rule 17j-1(c)(1) and all other records relevant to the Adviser’s code of ethics. C. The Adviser has provided the Trust and the Manager with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the Securities and Exchange Commission and promptly will furnish a copy of all amendments to the Trust and the Manager at least annually. Such amendments shall reflect all changes in the Adviser’s organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. D. The Adviser is registered as a commodity pool operator (“CPO”) under will notify the Commodity Exchange Act (“CEA”) Trust and is a member the Manager of any assignment of this Agreement or change of control of the National Futures Association (“NFA”). With respect to each Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio(s)Allocated Portion or senior management of the Adviser, in each case prior to or promptly after, such change. The Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of an assignment or change in control. E. The Adviser agrees to maintain an appropriate (as reasonably determined by the Adviser) level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Trust, the Portfolio, the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager, except as required by applicable law, rule, or regulation or upon the request of a governmental authority. However, the Adviser has claimed either (1) may use the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to the Portfolio and, in such case, the Adviser will file the notice required under CFTC Regulation 4.5 with respect to the Portfolio and will annually reaffirm such notice filing on behalf performance of the Portfolio as required by CFTC Regulation 4.5; or (2) the relief Allocated Portion in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further represents, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) of the CEAits composite performance.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants thatagrees as follows: A. The Adviser Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under the services contemplated by this Agreement; (iii) has met, met and will seek to continue to meet for so long as this Agreement is remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, agency necessary to be met in order to perform its obligations under the services contemplated by this Agreement; (iv) has the power and authority to enter into and perform its obligations under the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser Manager of the occurrence of any event that would disqualify the Adviser from serving as the an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. . The Adviser will also promptly notify the Sub-Adviser Fund and the Manager if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; Fund, provided, however, that routine regulatory examinations not involving the Sub-Adviser shall not be required to be reported by this provision. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Manager and the Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Operating Officer or a vice-president of the Adviser shall certify to the Manager that the Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser's code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made to the Adviser by Rule 17j-1(c)(1) and all other records relevant to the Adviser's code of ethics. C. The Adviser has provided the Trust and the Manager with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the Securities and Exchange Commission and promptly will furnish a copy of all amendments to the Trust and the Manager at least annually. Such amendments shall reflect all changes in the Adviser's organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. D. The Adviser is registered as a commodity pool operator (“CPO”) under will notify the Commodity Exchange Act (“CEA”) Trust and is a member the Manager of any assignment of this Agreement or change of control of the National Futures Association (“NFA”). With respect to each Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio(s)Allocated Portion or senior management of the Adviser, in each case prior to or promptly after, such change. The Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of an assignment or change in control. E. The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that it will not knowingly in any way refer directly or indirectly to its relationship with the Trust, the Fund, the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager, except as required by rule, regulation or upon the request of a governmental authority. However, the Adviser has claimed either (1) may use the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to the Portfolio and, in such case, the Adviser will file the notice required under CFTC Regulation 4.5 with respect to the Portfolio and will annually reaffirm such notice filing on behalf performance of the Portfolio as required by CFTC Regulation 4.5; or (2) the relief Allocated Portion in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further represents, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) of the CEAits composite performance.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants thatagrees as follows: A. The Adviser Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under the services contemplated by this Agreement; (iii) has met, met and will seek to continue to meet for so long as this Agreement is remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, agency necessary to be met in order to perform its obligations under the services contemplated by this Agreement; (iv) has the power and authority to enter into and perform its obligations under the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser Manager of the occurrence of any event that would disqualify the Adviser from serving as the an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. . The Adviser will also promptly notify the Sub-Adviser Fund and the Manager if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; Fund, provided, however, that routine regulatory examinations not involving the Sub-Adviser shall not be required to be reported by this provision. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Manager and the Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Operating Officer or a vice-president of the Adviser shall certify to the Manager that the Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser's code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made to the Adviser by Rule 17j-1(c)(1) and all other records relevant to the Adviser's code of ethics. C. The Adviser has provided the Trust and the Manager with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the Securities and Exchange Commission and promptly will furnish a copy of all amendments to the Trust and the Manager at least annually. Such amendments shall reflect all changes in the Adviser's organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. D. The Adviser is registered as a commodity pool operator (“CPO”) under will notify the Commodity Exchange Act (“CEA”) Trust and is a member the Manager of any assignment of this Agreement or change of control of the National Futures Association (“NFA”). With respect to each Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio(s)Allocated Portion or senior management of the Adviser, in each case prior to or promptly after, such change. The Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of an assignment or change in control. E. The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Trust, the Fund, the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager, except as required by rule, regulation or upon the request of a governmental authority. However, the Adviser has claimed either (1) may use the CPO exclusion performance of the Allocated Portion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to its composite performance. G. The Adviser agrees that it will notify the Portfolio and, Manager of any changes in such case, the membership of the general partners of the Adviser will file the notice required under CFTC Regulation 4.5 with respect to the Portfolio and will annually reaffirm within a reasonable time after such notice filing on behalf of the Portfolio as required by CFTC Regulation 4.5; or (2) the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further represents, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) of the CEAchange.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants agrees that: A. The (a) Adviser is a statutory trust duly established, validly existing and in good standing under the laws of the State of Delaware, and is duly qualified to do business and is in good standing under the laws of each jurisdiction where the failure to so qualify would have a material adverse effect on its business; (ib) Adviser is duly registered as an “investment adviser adviser” under the Advisers Act Act; (c) Adviser has been duly appointed by the Board and shareholders of the Fund to provide investment services to the Fund as contemplated by the Advisory Contract and is authorized to delegate any and all of its duties and obligations thereunder; (d) the execution, delivery and performance of this Agreement are within Adviser’s powers, have been and remain duly authorized by all necessary corporate action and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act violate or other law, constitute a default under any applicable law or regulation or order from performing its obligations under this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement is in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory decree, order, judgment, agreement or industry self-regulatory agency, instrument binding on Adviser or under Adviser’s declaration of trust; (e) no consent of any applicable governmental authority or body is necessary to be met in order to perform its obligations under this Agreement; (iv) has the power and authority for Adviser to enter into and perform its obligations under this Agreement; , except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; (vf) Adviser will promptly notify the Sub-Adviser Subadviser in writing of the occurrence of any event that would disqualify which is likely to have a material impact on the Adviser from serving as the investment adviser performance of an investment company its obligations pursuant to Section 9(a) of this Agreement, including without limitation the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Adviser will also promptly notify the Sub-Adviser if it is served or otherwise receives notice existence of any actionpending or reasonably anticipated audit, suit, proceeding, inquiry or investigation, at law complaint, examination or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; provided, however, that other inquiry (other than routine regulatory examinations not involving the Sub-or inspections) relating to Adviser shall not be required to be reported by this provision. D. The Adviser is registered as a commodity pool operator (“CPO”) under the Commodity Exchange Act (“CEA”) and is a member of the National Futures Association (“NFA”). With respect to each of the Portfolio(s), the Adviser has claimed either (1) the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to the Portfolio and, in such case, the Adviser will file the notice required under CFTC Regulation 4.5 with respect to the Portfolio and will annually reaffirm such notice filing on behalf of the Portfolio as required by CFTC Regulation 4.5; or (2) the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(iiFund conducted by any state or federal governmental regulatory authority; and (g) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further represents, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remainconstitutes a legal, an “eligible contract participant” within the meaning of Section 1a(18) of the CEAvalid and binding obligation enforceable against Adviser.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants thatagrees as follows: A. The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under the services contemplated by this Agreement; (iii) has met, met and will seek to continue to meet for so long as this Agreement is remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, agency necessary to be met in order to perform its obligations under the services contemplated by this Agreement; (iv) has the power and authority to enter into and perform its obligations under the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser Manager of the occurrence of any event that would disqualify the Adviser from serving as the an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. . The Adviser will also promptly notify the Sub-Adviser Fund and the Manager if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; Fund, provided, however, that routine regulatory examinations not involving the Sub-Adviser examination shall not be required to be reported by this provision. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Manager and the Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Operating Officer or a vice-president of the Adviser shall certify to the Manager that the Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made to the Adviser by Rule 17j-1(c)(1) and all other records relevant to the Adviser’s code of ethics. C. The Adviser has provided the Trust and the Manager with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the Securities and Exchange Commission and promptly will furnish a copy of all amendments to the Trust and the Manager at least annually. Such amendments shall reflect all changes in the Adviser’s organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. D. The Adviser is registered as a commodity pool operator (“CPO”) under will notify the Commodity Exchange Act (“CEA”) Trust and is a member the Manager of any assignment of this Agreement or change of control of the National Futures Association (“NFA”). With respect to each Adviser as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio(s)Allocated Portion or senior management of the Adviser, in each case prior to or, promptly after, such change. The Adviser agrees to bear all reasonable expenses of the Fund, if any, arising out of an assignment or change in control. E. The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Trust, the Fund, the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager, except as required by rule, regulation or upon the request of a governmental authority. However, the Adviser has claimed either (1) may use the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to the Portfolio and, in such case, the Adviser will file the notice required under CFTC Regulation 4.5 with respect to the Portfolio and will annually reaffirm such notice filing on behalf performance of the Portfolio as required by CFTC Regulation 4.5; or (2) the relief Allocated Portion in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further represents, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) of the CEAits composite performance.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants agrees that: A. The Adviser has been duly authorized by the Board to delegate to the Sub-Adviser the provision of investment services to each Fund as contemplated hereby. B. The Adviser is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Adviser by applicable law and regulations. C. The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under the services contemplated by this Agreement; (iii) to the best of its knowledge, has met, met and will seek to continue to meet for so long as this Agreement is in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, agency necessary to be met in order to perform its obligations under this Agreement; (iv) has the power and authority to enter into and perform its obligations under services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as the investment adviser manager of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. . The Adviser will also promptly notify the Sub-Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; any Fund, provided, however, that routine regulatory examinations not involving the Sub-Adviser shall not be required to be reported by this provision. D. The Adviser certifies that as of the date of this Agreement the Trust is registered as a commodity pool operator Qualified Institutional Buyer (“CPOQIB”) as defined in Rule 144A under the 1933 Act, an Accredited Investor (“AI”) under the Commodity Exchange Act 1933 Act, and a Qualified Purchaser (“CEAQP”) under the Investment Company Act, and is a member of the National Futures Association (“NFA”). With respect to each of the Portfolio(s), the Adviser has claimed either (1) the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to the Portfolio and, in such case, the Adviser will file promptly notify the notice required under CFTC Regulation 4.5 with respect Sub-Adviser if the Trust ceases to be a QIB, AI, or QP. E. The Adviser, through its designated administrator or sub-administrator, will regularly notify the Portfolio and will annually reaffirm such notice filing on behalf of the Portfolio as required by CFTC Regulation 4.5; or (2) the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Sub-Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further representsif any “government entity” assets, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) of Rule 206(4)-5 under the CEAAdvisers Act, are contributed to any Fund.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants agrees that: A. The Adviser has been duly authorized by the Board to delegate to the Sub-Adviser the provision of investment services to each Fund as contemplated hereby. B. The Adviser is currently in material compliance and shall at all times continue to comply in all material respects with the requirements imposed upon the Adviser by applicable law and regulations. C. The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under the services contemplated by this Agreement; (iii) to the best of its knowledge, has met, met and will seek to continue to meet for so long as this Agreement is in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, agency necessary to be met in order to perform its obligations under the services contemplated by this Agreement; (iv) has the power and authority to enter into and perform its obligations under the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as the investment adviser manager of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. . The Adviser will also promptly notify the Sub-Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; any Fund, provided, however, that routine regulatory examinations not involving the Sub-Adviser shall not be required to be reported by this provision. The Adviser represents that this Agreement does not violate any existing agreement between the Adviser and any other party. D. The Adviser certifies that as of the date of this Agreement the Trust is registered as a commodity pool operator Qualified Institutional Buyer (“CPOQIB”) as defined in Rule 144A under the Commodity Exchange Act 1933 Act, and the Adviser will promptly notify the Sub-Adviser if the Trust ceases to be a QIB; the Adviser represents and warrants that each Fund is not a “restricted person” under Rule 5130 of the Financial Industry Regulatory Authority Inc. (“CEAFINRA”) and thus each Fund is a member not prohibited from participating in the allocation of initial public offerings of equity securities offered by FINRA members. E. The Adviser, through its designated administrator or sub-administrator, will regularly notify the National Futures Association (Sub-Adviser if any “NFA”). With respect to each of the Portfolio(s)government entity” assets, the Adviser has claimed either (1) the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to the Portfolio and, in such case, the Adviser will file the notice required under CFTC Regulation 4.5 with respect to the Portfolio and will annually reaffirm such notice filing on behalf of the Portfolio as required by CFTC Regulation 4.5; or (2) the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further represents, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) Rule 206(4)-5 under the Advisers Act, are contributed to any Fund. F. The Adviser will use its best efforts to provide the Sub-Adviser with a list of all publicly traded affiliates of the CEAAdviser or the Funds that may not be purchased by the Funds (such list shall include security name, cusip number, sedol and/or applicable ticker or otherwise reasonably identify such affiliates) and a list of all brokers and underwriters affiliated with the Adviser or the Funds for monitoring and reporting transactions under applicable provisions of the Investment Company Act. All such information referenced in Section 2(C) and this Section 6(F) shall be conveyed to the Sub-Adviser in a timely manner so as to permit the Sub-Adviser to take such actions as may be required in an orderly fashion.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants agrees that: A. The Adviser has been duly authorized by the Board to delegate to the Sub-Adviser the provision of investment services to each Fund as contemplated hereby. B. The Adviser is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Adviser by applicable law and regulations. C. The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under the services contemplated by this Agreement; (iii) to the best of its knowledge, has met, met and will seek to continue to meet for so long as this Agreement is in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform its obligations under this Agreement; (iv) has the power and authority to enter into and perform its obligations under services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as the investment adviser manager of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. . The Adviser will also promptly notify the Sub-Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; any Fund, provided, however, that routine regulatory examinations not involving the Sub-Adviser shall not be required to be reported by this provision. D. The Adviser certifies that as of the date of this Agreement the Trust is registered a Qualified Institutional Buyer ("QIB") as a commodity pool operator (“CPO”) defined in Rule 144A under the Commodity Exchange Act (“CEA”) 1933 Act, and is a member of the National Futures Association (“NFA”). With respect to each of the Portfolio(s), the Adviser has claimed either (1) the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to the Portfolio and, in such case, the Adviser will file promptly notify the notice required under CFTC Regulation 4.5 with respect Sub-Adviser if the Trust ceases to be a QIB. E. The Adviser, through its designated administrator or sub-administrator, will regularly notify the Portfolio and will annually reaffirm such notice filing on behalf of the Portfolio as required by CFTC Regulation 4.5; or (2) the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Sub-Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further representsif any "government entity" assets, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) Rule 206(4)-5 under the Advisers Act, are contributed to any Fund. F. The Adviser has reviewed the Prospectus and SAI of the CEATrust with respect to each Fund, and will review any amendments thereto from time to time, and represents and warrants that such Prospectus and SAI contain, as of the date hereof and as of the date of any such amendment, contain and will contain no untrue statement of any material fact and do not and will not omit any statement of a material fact necessary to make the statements contained therein not misleading, provided that this will not apply to any statement or omission made in reliance upon information furnished to the Adviser or the Trust in writing by the Sub-Adviser for inclusion therein.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants thatagrees as follows: A. The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under the services contemplated by this Agreement; (iii) has met, met and will seek to continue to meet for so long as this Agreement is remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, agency necessary to be met in order to perform its obligations under the services contemplated by this Agreement; (iv) has the power and authority to enter into and perform its obligations under the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser Manager of the occurrence of any event that would disqualify the Adviser from serving as the an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. . The Adviser will also promptly notify the Sub-Adviser Fund and the Manager if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; Fund, provided, however, that routine regulatory examinations not involving the Sub-Adviser shall not be required to be reported by this provisionprovisions. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Manager and the Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Operating Officer, Chief Compliance Officer or a vice-president of the Adviser shall certify to the Manager that the Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no violation of the Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such material violation. Upon the written request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made to the Adviser by Rule 17j-1(c)(1) and all other records relevant to the Adviser’s code of ethics. C. The Adviser has provided the Trust and the Manager with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the Securities and Exchange Commission and promptly will furnish a copy of all amendments to the Trust and the Manager at least annually. Such amendments shall reflect all changes in the Adviser’s organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. D. The Adviser is registered as a commodity pool operator (“CPO”) under will notify the Commodity Exchange Act (“CEA”) Trust and is a member the Manager of any assignment of this Agreement or change of control of the National Futures Association (“NFA”). With respect to each Adviser, as applicable, and any changes in the key personnel who are the senior portfolio manager(s) of the Portfolio(s)Allocated Portion, in each case prior to or, promptly after, such change. The Adviser agrees to bear all reasonable expenses of the Fund, if any, arising out of an assignment or change in control. E. The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Trust, the Fund, the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager, except as required by rule, regulation or upon the request of a governmental authority. However, the Adviser has claimed either (1) may use the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to the Portfolio and, in such case, the Adviser will file the notice required under CFTC Regulation 4.5 with respect to the Portfolio and will annually reaffirm such notice filing on behalf performance of the Portfolio as required by CFTC Regulation 4.5; or (2) the relief Allocated Portion in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further represents, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) of the CEAits composite performance.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants thatagrees as follows: A. The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under the services contemplated by this Agreement; (iii) has met, met and will seek to continue to meet for so long as this Agreement is remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, agency necessary to be met in order to perform its obligations under the services contemplated by this Agreement; (iv) has the power and authority to enter into and perform its obligations under the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser Manager of the occurrence of any event that would disqualify the Adviser from serving as the an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. . The Adviser will also promptly notify the Sub-Adviser Trust Fund and the Manager if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; Portfolio Fund, provided, however, that routine regulatory examinations not involving the Sub-Adviser shall not be required to be reported by this provision. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Manager and the Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Operating Officer or a vice-president of the Adviser shall certify to the Manager that the Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made to the Adviser by Rule 17j-1(c)(1) and all other records relevant to the Adviser’s code of ethics. C. The Adviser has provided the Trust and the Manager with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the Securities and Exchange Commission and promptly will furnish a copy of all amendments to the Trust and the Manager at least annually. Such amendments shall reflect all changes in the Adviser’s organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. D. The Adviser is registered as a commodity pool operator (“CPO”) under will notify the Commodity Exchange Act (“CEA”) Trust and is a member the Manager of any assignment of this Agreement or change of control of the National Futures Association (“NFA”). With respect to each Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio(s)Allocated Portion or senior management of the Adviser, in each case prior to or promptly after, such change. The Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of an assignment or change in control. E. The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Trust, the Fund, the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager, except as required by rule, regulation or upon the request of a governmental authority. However, the Adviser has claimed either (1) may use the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to the Portfolio and, in such case, the Adviser will file the notice required under CFTC Regulation 4.5 with respect to the Portfolio and will annually reaffirm such notice filing on behalf performance of the Portfolio as required by CFTC Regulation 4.5; or (2) the relief Allocated Portion in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further represents, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) of the CEAits composite performance.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and covenants that: A. The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under this Agreement and under the Advisory Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement is in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform its obligations under this Agreement; (iv) has the power and authority to enter into and perform its obligations under and to provide the Sub-Adviser the authority provided under this Agreement; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as the investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Adviser will also promptly notify the Sub-Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs management of the Portfolio(s) and affecting the Sub-Adviser; provided, however, that routine regulatory examinations not involving specifically targeting the Sub-Adviser shall not be required to be reported by this provision. D. The Adviser is registered as a commodity pool operator (“CPO”) under the Commodity Exchange Act (“CEA”) and is a member of the National Futures Association (“NFA”). With respect to each of the Portfolio(s), the Adviser has claimed either (1) the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to the Portfolio and, in such case, the Adviser will file the notice required under CFTC Regulation 4.5 with respect to the Portfolio and will annually reaffirm such notice filing on behalf of the Portfolio as required by CFTC Regulation 4.5; or (2) the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further represents, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) of the CEA. E. Each Portfolio is a qualified institutional buyer as that term is defined in Rule 144A under the Securities Act of 1933, as amended, and that none of the Portfolio(s) are “restricted persons” under Rule 5130 and Rule 5131 of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and thus the Portfolio(s) are not prohibited from participating in the allocation of initial public offerings of equity securities offered by FINRA members. However, it is understood that any purchase of securities by Sub-Adviser on behalf of the Portfolio(s), whether from participation in an initial public offering or any other securities offering, must be in compliance with the Prospectus, Statement of Additional Information and other Governing Documents of the Portfolio(s) and may be otherwise limited upon instruction of the Adviser to the Sub-Adviser.