Common use of Representations of the Sub-Adviser Clause in Contracts

Representations of the Sub-Adviser. The Sub-Adviser represents and agrees that: (a) The Sub-Adviser is registered as an "investment adviser" under the Advisers Act and is currently in compliance in all material respects and shall at all times continue to comply in all material respects with the requirements imposed upon it by the Advisers Act, the 1940 Act, the Internal Revenue Code, state securities laws and all applicable rules and regulations thereunder as they relate to the services provided under this Agreement. The Sub-Adviser will immediately notify the Manager if it becomes aware of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 of the 1940 Act or any other applicable law or regulation. (b) The Sub-Adviser will maintain, keep current and accurate, and preserve all records with respect to the Portfolio as are required of it under the Advisers Act and the 1940 Act, in the manner provided by such Acts and the rules thereunder. The Sub-Adviser agrees that such records are the property of the Company, and following termination of this Agreement will be surrendered to the Company promptly upon request except to the extent that they are required to be retained by the Sub-Adviser under applicable law. Further, such records shall be open to inspection by the Company. The Sub-Adviser will also assure that the Company will have the same access as the Sub-Adviser has to records relating to the Portfolio that are held by relevant third parties. Such inspections will be at reasonable times during business hours and only upon reasonable notice of the Company's desire to make an inspection. (c) The Sub-Adviser agrees to advise the Manager of any developments, such as the reassignment of a portfolio manager, that would require Prospectus disclosure and to provide any necessary information related to such developments. (d) The Sub-Adviser has provided the Manager and the Company with a copy of its most recent and complete Form ADV and will promptly furnish them with copies of any material amendments to the Form. (e) The Sub-Adviser shall furnish the Manager with a certificate, signed by a duly authorized officer of the Sub-Adviser that designates the officers or employees of the Sub-Adviser having authority to act for and on behalf of the Sub-Adviser in connection with this Agreement. The Sub-Adviser agrees that, until such time as the Manager is otherwise informed in writing by a duly authorized officer of the Sub-Adviser, the Manager shall be authorized and entitled to rely on any notice, instruction, request, order or other communication, given either in writing or orally, and reasonably believed by the Manager in good faith to be given by an authorized representative of the Sub-Adviser.

Representations of the Sub-Adviser. 3.1. The Sub-Adviser represents has all requisite power and agrees that:authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement. (a) 3.2. The Sub-Adviser is registered as an "investment adviser" adviser under the Advisers Act and is currently has provided its current Form ADV, including the firm brochure and applicable brochure supplements to the Adviser. 3.3. The Sub-Adviser maintains errors and omissions insurance coverage in compliance in all material respects an appropriate amount and shall at all times continue provide prior written notice to comply the Adviser and the Trust (i) of any material changes in all its insurance policies or insurance coverage or (ii) if any material respects claims will be made on its insurance policies. Furthermore, the Sub-Adviser shall upon reasonable request provide the Adviser and the Trust with any information they may reasonably require concerning the requirements imposed upon it by amount of or scope of such insurance. 3.4. None of the Advisers ActSub-Adviser, its affiliates, or any officer, director or employee of the Sub-Adviser or its affiliates is subject to any event set forth in Section 9 of the 1940 Act that would disqualify the Sub-Adviser from acting as an investment adviser to an investment company under the 1940 Act, the Internal Revenue Code, state securities laws and all applicable rules and regulations thereunder as they relate to the services provided under this Agreement. The Sub-Adviser will immediately promptly notify the Manager if it becomes aware Adviser and the Trust upon the Sub-Adviser’s discovery of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 9(a) of the 1940 Act or any other applicable law or regulationotherwise. (b) The Sub-Adviser will maintain, keep current and accurate, and preserve all records with respect to the Portfolio as are required of it under the Advisers Act and the 1940 Act, in the manner provided by such Acts and the rules thereunder3.5. The Sub-Adviser agrees that such records has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are the property reasonably designed to prevent violations of the Company, and following termination of this Agreement will be surrendered to the Company promptly upon request except to the extent that they are required to be retained federal securities laws by the Sub-Adviser, its employees, officers, and agents. Upon reasonable notice to and reasonable request, the Sub-Adviser under applicable law. Further, shall provide the Adviser and the Trust with access to the records relating to such records shall be open policies and procedures as they relate to inspection by the CompanyFunds. The Sub-Adviser will also assure that provide, at the Company will have reasonable request of the same access Adviser or the Trust, periodic certifications, in a form reasonably acceptable to the Adviser or the Trust, attesting to such written policies and procedures. 3.6. The Sub-Adviser shall implement and maintain a business continuity plan and policies and procedures reasonably designed to prevent, detect and respond to cybersecurity threats and to implement such internal controls and other safeguards as the Sub-Adviser has reasonably believes are necessary to records relating protect each Fund’s confidential information and the nonpublic personal information of Fund shareholders. The Sub-Adviser shall promptly notify the Adviser and the Trust of any material violations or breaches of such policies and procedures. 3.7. To the extent the Sub-Adviser is exercising “discretionary” trading authority, if any, the Sub-Adviser will not engage in any futures transactions, options on futures transactions or transactions in other commodity interests on behalf of a Fund prior to the Portfolio that are held by relevant third parties. Such inspections will be at reasonable times during business hours and only upon reasonable Sub-Adviser becoming registered or filing a notice of exemption on behalf of the Company's desire Fund with the National Futures Association (the “NFA”). To the extent the Sub-Adviser has “non-discretionary” trading authority, the Sub-Adviser will not recommend that a Fund engage in any futures transactions, options on futures transactions or transactions in other commodity interests prior to make an inspectionboth the Sub-Adviser and the Adviser (or the Trading Adviser, as the case may be) becoming registered or filing a notice of exemption on behalf of the Fund with the NFA. (c) 3.8. The Sub-Adviser agrees to advise provide reasonable assistance with the Manager of any developments, such as the reassignment of a portfolio manager, that would require Prospectus disclosure and to provide any necessary information related to such developmentsliquidity classifications required under each Fund’s liquidity risk management program. (d) The Sub-Adviser has provided the Manager and the Company with a copy of its most recent and complete Form ADV and will promptly furnish them with copies of any material amendments to the Form. (e) The Sub-Adviser shall furnish the Manager with a certificate, signed by a duly authorized officer of the Sub-Adviser that designates the officers or employees of the Sub-Adviser having authority to act for and on behalf of the Sub-Adviser in connection with this Agreement. The Sub-Adviser agrees that, until such time as the Manager is otherwise informed in writing by a duly authorized officer of the Sub-Adviser, the Manager shall be authorized and entitled to rely on any notice, instruction, request, order or other communication, given either in writing or orally, and reasonably believed by the Manager in good faith to be given by an authorized representative of the Sub-Adviser.

Representations of the Sub-Adviser. 3.1. The Sub-Adviser represents has all requisite power and agrees that:authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement. (a) 3.2. The Sub-Adviser is registered as an "investment adviser" adviser under the Advisers Act and is currently has provided its current Form ADV, including the firm brochure and applicable brochure supplements to the Adviser. 3.3. The Sub-Adviser maintains errors and omissions insurance coverage in compliance in all material respects an appropriate amount and shall at all times continue provide prior written notice to comply the Adviser and the Trust (i) of any material changes in all its insurance policies or insurance coverage or (ii) if any material respects claims will be made on its insurance policies. Furthermore, the Sub-Adviser shall upon reasonable request provide the Adviser and the Trust with any information they may reasonably require concerning the requirements imposed upon it by amount of or scope of such insurance. 3.4. None of the Advisers ActSub-Adviser, its affiliates, or any officer, director or employee of the Sub-Adviser or its affiliates is subject to any event set forth in Section 9 of the 1940 Act that would disqualify the Sub-Adviser from acting as an investment adviser to an investment company under the 1940 Act, the Internal Revenue Code, state securities laws and all applicable rules and regulations thereunder as they relate to the services provided under this Agreement. The Sub-Adviser will immediately promptly notify the Manager if it becomes aware Adviser and the Trust upon the Sub-Adviser’s discovery of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 9(a) of the 1940 Act or any other applicable law or regulationotherwise. (b) The Sub-Adviser will maintain, keep current and accurate, and preserve all records with respect to the Portfolio as are required of it under the Advisers Act and the 1940 Act, in the manner provided by such Acts and the rules thereunder3.5. The Sub-Adviser agrees that such records has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are the property reasonably designed to prevent violations of the Company, and following termination of this Agreement will be surrendered to the Company promptly upon request except to the extent that they are required to be retained federal securities laws by the Sub-Adviser, its employees, officers, and agents. Upon reasonable notice to and reasonable request, the Sub-Adviser under applicable law. Further, shall provide the Adviser and the Trust with access to the records relating to such records shall be open policies and procedures as they relate to inspection by the CompanyFunds. The Sub-Adviser will also assure that provide, at the Company will have reasonable request of the same access Adviser or the Trust, periodic certifications, in a form reasonably acceptable to the Adviser or the Trust, attesting to such written policies and procedures. 3.6. The Sub-Adviser shall implement and maintain a business continuity plan and policies and procedures reasonably designed to prevent, detect and respond to cybersecurity threats and to implement such internal controls and other safeguards as the Sub-Adviser has reasonably believes are necessary to records relating protect each Fund’s confidential information and the nonpublic personal information of Fund shareholders. The Sub-Adviser shall promptly notify the Adviser and the Trust of any material violations or breaches of such policies and procedures. 3.7. To the extent the Sub-Adviser is exercising “discretionary" trading authority, if any, the Sub-Adviser will not engage in any futures transactions, options on futures transactions or transactions in other commodity interests on behalf of a Fund prior to the Portfolio that are held by relevant third parties. Such inspections will be at reasonable times during business hours and only upon reasonable Sub-Adviser becoming registered or filing a notice of exemption on behalf of the Company's desire Fund with the National Futures Association (the “NFA”). To the extent the Sub-Adviser has “non-discretionary” trading authority, the Sub-Adviser will not recommend that a Fund engage in any futures transactions, options on futures transactions or transactions in other commodity interests prior to make an inspectionboth the Sub-Adviser and the Adviser (or the Trading Adviser, as the case may be) becoming registered or filing a notice of exemption on behalf of the Fund with the NFA. (c) 3.8. The Sub-Adviser agrees to advise provide reasonable assistance with the Manager of any developments, such as the reassignment of a portfolio manager, that would require Prospectus disclosure and to provide any necessary information related to such developmentsliquidity classifications required under each Fund’s liquidity risk management program. (d) The Sub-Adviser has provided the Manager and the Company with a copy of its most recent and complete Form ADV and will promptly furnish them with copies of any material amendments to the Form. (e) The Sub-Adviser shall furnish the Manager with a certificate, signed by a duly authorized officer of the Sub-Adviser that designates the officers or employees of the Sub-Adviser having authority to act for and on behalf of the Sub-Adviser in connection with this Agreement. The Sub-Adviser agrees that, until such time as the Manager is otherwise informed in writing by a duly authorized officer of the Sub-Adviser, the Manager shall be authorized and entitled to rely on any notice, instruction, request, order or other communication, given either in writing or orally, and reasonably believed by the Manager in good faith to be given by an authorized representative of the Sub-Adviser.

Representations of the Sub-Adviser. The Sub-Adviser represents represents, warrants and agrees that: (a) A. The Sub-Adviser is registered as an "investment adviser" under the Advisers Act and is currently in material compliance in all material respects and shall at all times continue to materially comply in all material respects with the requirements imposed upon it the Sub-Adviser by the Advisers Act, the 1940 Act, the Internal Revenue Code, state securities laws applicable law and all applicable rules and regulations thereunder as they relate to the services provided under this Agreement. regulations. B. The Sub-Adviser (i) is registered as an investment adviser under the Advisers Act and will immediately 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 the services contemplated by this Agreement; (iii) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Manager if it becomes aware Advisor of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 9(a) of the 1940 Investment Company Act or any other applicable law or regulation. (b) The Sub-Adviser will maintain, keep current and accurate, and preserve all records with respect to the Portfolio as are required of it under the Advisers Act and the 1940 Act, in the manner provided by such Acts and the rules thereunder. The Sub-Adviser agrees that such records are the property of the Company, and following termination of this Agreement will be surrendered to the Company promptly upon request except to the extent that they are required to be retained by the Sub-Adviser under applicable law. Further, such records shall be open to inspection by the Companyotherwise. The Sub-Adviser will also assure promptly notify the Fund and the Advisor 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 Fund, provided, however, that routine regulatory examinations shall not be required to be reported by this provision. C. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and Rule 204A-1 under the Advisers Act and will have provide the same access Advisor and the Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five (45) 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 Sub-Adviser shall certify to the Advisor that the Sub-Adviser has to records relating to complied with the Portfolio requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that are held by relevant third parties. Such inspections will be at reasonable times during business hours and only upon reasonable notice there has been no material violation of the Company's desire Sub-Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to make an inspection. (c) The such violation. Upon the written request of the Advisor, the Sub-Adviser agrees shall permit the Advisor, its employees or its agents to advise examine the Manager reports required to be made to the Sub-Adviser by Rule 17j-1(c)(1) and Rule 204A-1(b) and all other records relevant to the Sub-Adviser’s code of any developments, such as the reassignment of a portfolio manager, that would require Prospectus disclosure and to provide any necessary information related to such developmentsethics. (d) D. The Sub-Adviser has provided the Manager Fund and the Company Advisor with a copy of its most recent and complete Form ADV Parts 1 and 2, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC, and promptly will promptly furnish them with copies a copy of any material all amendments to the FormFund and the Advisor at least annually. Such amendments shall reflect all changes in the Sub-Adviser’s organizational structure, professional staff or other significant developments affecting the Sub-Adviser, as required by the Advisers Act. (e) E. The Sub-Adviser shall furnish will notify the Manager with a certificate, signed by a duly authorized officer Fund and the Advisor of any assignment of this Agreement or change of control of the Sub-Adviser that designates Adviser, as applicable, and any changes in the officers key personnel who are either the portfolio manager(s) of the Fund or employees senior management of the Sub-Adviser having authority Adviser, in each case prior to act for and on behalf of the Sub-Adviser in connection with this Agreementor promptly after, such change. The Sub-Adviser agrees thatto bear all reasonable expenses of the Fund, until such time as if any, arising out of an assignment or change in control. F. The Sub-Adviser will promptly notify the Manager Advisor of any financial condition that is otherwise informed in writing by a duly authorized officer of likely to impair the Sub-Adviser’s ability to fulfill its commitment under this Agreement. G. The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage and, upon the Manager shall be authorized written request of the Advisor, provide evidence of such insurance coverage to the Advisor. H. The execution, delivery and entitled to rely on any notice, instruction, request, order or other communication, given either in writing or orallyperformance of this Agreement do not, and reasonably believed by the Manager will not, conflict with, or result in good faith any violation or default under, any agreement to be given by an authorized representative of the which Sub-AdviserAdviser or any of its Affiliates are a party.

Representations of the Sub-Adviser. The Sub-Adviser represents represents, warrants and agrees thatas follows: (a) A. The Sub-Adviser is registered as an "investment adviser" under the Advisers Act and is currently in material compliance in all material respects and shall at all times continue to materially comply in all material respects with the requirements imposed upon it the Sub-Adviser by the Advisers Act, the 1940 Act, the Internal Revenue Code, state securities laws applicable law and all applicable rules and regulations thereunder as they relate to the services provided under this Agreement. regulations. B. The Sub-Adviser (i) is registered as an investment adviser under the Advisers Act and will immediately 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 the services contemplated by this Agreement; (iii) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Manager if it becomes aware Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 9(a) of the 1940 Investment Company Act or any other applicable law or regulation. (b) The Sub-Adviser will maintain, keep current and accurate, and preserve all records with respect to the Portfolio as are required of it under the Advisers Act and the 1940 Act, in the manner provided by such Acts and the rules thereunder. The Sub-Adviser agrees that such records are the property of the Company, and following termination of this Agreement will be surrendered to the Company promptly upon request except to the extent that they are required to be retained by the Sub-Adviser under applicable law. Further, such records shall be open to inspection by the Companyotherwise. The Sub-Adviser will also assure promptly notify each Portfolio and the 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), provided, however, that routine regulatory examinations shall not be required to be reported by this provision. C. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and Rule 204A-1 under the Advisers Act and will have provide the same access Adviser 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 Sub-Adviser shall certify to the Adviser that the Sub-Adviser has to records relating to complied with the Portfolio requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that are held by relevant third parties. Such inspections will be at reasonable times during business hours and only upon reasonable notice there has been no material violation of the CompanySub-Adviser's desire code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to make an inspection. (c) The such violation. Upon the written request of the Adviser, the Sub-Adviser agrees shall permit the Adviser, its employees or its agents to advise examine the Manager reports required to be made to the Sub-Adviser by Rule 17j-1(c)(1) and Rule 204A-1(b) and all other records relevant to the Sub-Adviser's code of any developments, such as the reassignment of a portfolio manager, that would require Prospectus disclosure and to provide any necessary information related to such developmentsethics. (d) D. The Sub-Adviser has provided the Manager Trust and the Company Adviser with a copy of its most recent and complete Form ADV Part I, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC and ADV Part II and promptly will promptly furnish them with copies a copy of any material all amendments to the FormTrust and the Adviser at least annually. Such amendments shall reflect all changes in the Sub-Adviser's organizational structure, professional staff or other significant developments affecting the Sub-Adviser, as required by the Advisers Act. (e) E. The Sub-Adviser shall furnish will notify the Manager with a certificate, signed by a duly authorized officer Trust and the Adviser of any assignment of this Agreement or change of control of the Sub-Adviser that designates Adviser, as applicable, and any changes in the officers key personnel who are either the portfolio manager(s) of the Portfolio(s) or employees senior management of the Sub-Adviser having authority Adviser, in each case prior to act for and on behalf of the Sub-Adviser in connection with this Agreementor promptly after, such change. The Sub-Adviser agrees thatto bear all reasonable expenses of the Trust, until such time as if any, arising out of an assignment or change in control. F. The Sub-Adviser will promptly notify the Manager Adviser of any financial condition that is otherwise informed in writing by a duly authorized officer of likely to impair the Sub-Adviser's ability to fulfill its commitment under this Agreement. G. The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. H. The execution, the Manager shall be authorized delivery and entitled to rely on any notice, instruction, request, order or other communication, given either in writing or orallyperformance of this Agreement do not, and reasonably believed by the Manager will not, conflict with, or result in good faith any violation or default under, any agreement to be given by an authorized representative of the which Sub-AdviserAdviser or any of its affiliates are a party.

Representations of the Sub-Adviser. The Sub-Adviser represents represents, warrants, and agrees thatas follows: (a) The Sub-Adviser (i) is registered as an "investment adviser" adviser under the Advisers Act and is currently in compliance in all material respects and shall at all times will continue to comply be so registered for so long as this Agreement remains in all material respects with the requirements imposed upon it effect; (ii) is not prohibited by the Advisers Act, the 1940 Act, the Internal Revenue CodeAdvisers Act or other law, state securities laws and all applicable rules and regulations thereunder as they relate to regulation or order from performing the services provided under contemplated by this Agreement. The Sub; (iii) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-Adviser regulatory agency necessary to be met in order to perform the services contemplated by this Agreement, including complying with all Commodity Futures Trading Commission and National Futures Association registration, reporting, notice, and other requirements applicable to it; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will immediately promptly notify the Manager if it becomes aware Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 9(a) of the 1940 Act or otherwise. The Sub-Adviser will also promptly notify the Portfolio and the Adviser if it is served or otherwise receives notice of any other applicable action, suit, proceeding, inquiry or investigation, at law or regulationin equity, before or by any court, government agency, self-regulatory organization, public board or body, involving the affairs of the Portfolio or the Sub-Adviser, provided, however, that routine regulatory examinations of the Sub-Adviser shall not be required to be reported by this provision. (b) The Sub-Adviser will maintain, keep current is currently in compliance and accurate, and preserve shall at all records with respect to the Portfolio as are required of it under the Advisers Act and the 1940 Act, in the manner provided by such Acts and the rules thereunder. The Sub-Adviser agrees that such records are the property of the Company, and following termination of this Agreement will be surrendered to the Company promptly upon request except to the extent that they are required times continue to be retained by in compliance with the requirements imposed upon the Sub-Adviser under by applicable law. Further, such records shall be open to inspection by the Company. The Sub-Adviser will also assure that the Company will have the same access as the Sub-Adviser has to records relating to the Portfolio that are held by relevant third parties. Such inspections will be at reasonable times during business hours law and only upon reasonable notice of the Company's desire to make an inspectionregulations. (c) The Sub-Adviser agrees will submit to advise all regulatory and administrative bodies having jurisdiction over the Manager services provided pursuant to this Agreement any information, reports, or other material which any such body by reason of any developmentsthis Agreement may request or require pursuant to applicable laws and regulations and shall promptly provide the Adviser and Portfolio with copies of such information, such as the reassignment of a portfolio manager, that would require Prospectus disclosure reports and to provide any necessary information related to such developmentsmaterials. (d) The Sub-Adviser has provided the Manager agrees to maintain an appropriate level of errors and the Company with a copy of its most recent and complete Form ADV and will promptly furnish them with copies of any material amendments to the Formomissions or professional liability insurance coverage. (e) The Sub-Adviser shall furnish agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Manager with a certificatePortfolio, signed by a duly authorized officer the Adviser or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Sub-Adviser that designates the officers Portfolio or employees of the Sub-Adviser having authority to act for and on behalf of the Sub-Adviser in connection with this Agreement. The Sub-Adviser agrees that, until such time as the Manager is otherwise informed in writing by a duly authorized officer of the Sub-Adviser, as applicable, except as required by rule, regulation or upon the Manager shall be authorized and entitled to rely on any notice, instruction, request, order or other communication, given either in writing or orally, and reasonably believed by the Manager in good faith to be given by an authorized representative request of the Sub-Advisera governmental authority.

Representations of the Sub-Adviser. The Sub-Adviser represents represents, warrants, and agrees thatcovenants to the Adviser and the Trust as follows: (a) 3.1. The Sub-Adviser has all requisite power and authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement; 3.2. The Sub-Adviser is registered as an "investment adviser" adviser under the Advisers Act and is currently has provided its current Form ADV, including the firm brochure and applicable brochure supplements to the Adviser; 3.3. The Sub-Adviser maintains errors and omissions insurance coverage in compliance in all material respects an appropriate amount and shall at all times continue provide prior written notice to comply the Adviser and the Trust (i) of any material changes in all its insurance policies or insurance coverage or (ii) if any material respects claims will be made on its insurance policies. Furthermore, the Sub-Adviser shall upon reasonable request provide the Adviser and the Trust with any information it may reasonably require concerning the requirements imposed upon it by amount of or scope of such insurance; 3.4. None of the Advisers ActSub-Adviser, its affiliates, or any officer, director or employee of the Sub-Adviser or its affiliates is subject to any event set forth in Section 9 of the 1940 Act that would disqualify the Sub-Adviser from acting as an investment adviser to an investment company under the 1940 Act, the Internal Revenue Code, state securities laws and all applicable rules and regulations thereunder as they relate to the services provided under this Agreement. The Sub-Adviser will immediately promptly notify the Manager if it becomes aware Adviser and the Trust upon the Sub-Adviser’s discovery of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 9(a) of the 1940 Act or any other applicable law or regulation.otherwise; (b) The Sub-Adviser will maintain, keep current and accurate, and preserve all records with respect to the Portfolio as are required of it under the Advisers Act and the 1940 Act, in the manner provided by such Acts and the rules thereunder3.5. The Sub-Adviser agrees that such records has adopted, implemented and will maintain written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are the property reasonably designed to prevent violations of the Company, and following termination of this Agreement will be surrendered to the Company promptly upon request except to the extent that they are required to be retained federal securities laws by the Sub-Adviser, its employees, officers, and agents; 3.6. The Sub-Adviser has adopted and implemented and will maintain written policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (as such term is defined in Rule 38a-1 under applicable law. Further, such records shall be open to inspection the 1000 Xxx) by the CompanyFunds and the Sub-Adviser (the policies and procedures referred to in this Section 3.6, along with the policies and procedures referred to in Section 3.5, are referred to herein as the Sub-Adviser’s “Compliance Program”); 3.7. Upon reasonable notice to and reasonable request, the Sub-Adviser shall provide the Adviser and the Trust with access to the records relating to the Compliance Program as they relate to the Funds. The Sub-Adviser will also assure that provide, at the Company will have reasonable request of the same access Adviser or the Trust, periodic certifications, in a form reasonably acceptable to the Adviser or the Trust, attesting to such written policies and procedures; 3.8. The Sub-Adviser shall implement and maintain a business continuity plan and policies and procedures reasonably designed to prevent, detect and respond to cybersecurity threats and to implement such internal controls and other safeguards as the Sub-Adviser has reasonably believes are necessary to records relating protect each Fund’s confidential information and the nonpublic personal information of Fund shareholders. The Sub-Adviser shall promptly notify the Adviser and the Trust of any material violations or breaches of such policies and procedures; 3.9. The Sub-Adviser will not engage in any futures transactions, options on futures transactions or transactions in other commodity interests on behalf of a Fund prior to the Portfolio that are held by relevant third parties. Such inspections will be at reasonable times during business hours and only upon reasonable Sub-Adviser becoming registered or filing a notice of exemption on behalf of the Company's desire to make an inspection.Fund with the National Futures Association; and (c) The 3.10. Upon the Adviser’s request, the Sub-Adviser agrees to advise provide reasonable assistance with the Manager of any developments, such as liquidity classifications required under each Fund’s liquidity risk management program when implemented in accordance with Rule 22e-4 under the reassignment of a portfolio manager, that would require Prospectus disclosure and to provide any necessary information related to such developments1940 Act. (d) The Sub-Adviser has provided the Manager and the Company with a copy of its most recent and complete Form ADV and will promptly furnish them with copies of any material amendments to the Form. (e) The Sub-Adviser shall furnish the Manager with a certificate, signed by a duly authorized officer of the Sub-Adviser that designates the officers or employees of the Sub-Adviser having authority to act for and on behalf of the Sub-Adviser in connection with this Agreement. The Sub-Adviser agrees that, until such time as the Manager is otherwise informed in writing by a duly authorized officer of the Sub-Adviser, the Manager shall be authorized and entitled to rely on any notice, instruction, request, order or other communication, given either in writing or orally, and reasonably believed by the Manager in good faith to be given by an authorized representative of the Sub-Adviser.

Representations of the Sub-Adviser. The Sub-Adviser represents and agrees that: (a) The Sub-Adviser is registered as an "investment adviser" under the Advisers Act and is currently in compliance in all material respects and shall at all times continue to comply in all material respects with the requirements imposed upon it by the Advisers Act, the 1940 Act, the Internal Revenue Code, state securities laws and all applicable rules and regulations thereunder as they relate to the services provided under this Agreement. The Sub-Adviser will immediately notify the Manager if it becomes aware of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 of the 1940 Act or any other applicable law or regulation. (b) The Sub-Adviser will maintain, keep current and accurate, and preserve all records with respect to the Portfolio as are required of it under the Advisers Act and the 1940 Act, in the manner provided by such Acts and the rules thereunder. The Sub-Adviser agrees that such records are the property of the Company, and following termination of this Agreement will be surrendered to the Company promptly upon request except to the extent that they are required to be retained by the Sub-Adviser under applicable law. Further, such records shall be open to inspection by the Company. The Sub-Adviser will also assure that the Company will have the same access as the Sub-Adviser has to records relating to the Portfolio that are held by relevant third parties. Such inspections will be at reasonable times during business hours and only upon reasonable notice of the Company's desire to make an inspection. (c) The Sub-Adviser agrees to advise the Manager of any developments, such as the reassignment of a portfolio manager, that would require Prospectus disclosure and to provide any necessary information related to such developments. (d) The Sub-Adviser has provided the Manager and the Company with a copy of its most recent and complete Form ADV and will promptly furnish them with copies of any material amendments to the Form. (e) If the Sub-Adviser's performance of its obligations under this Agreement takes place in the United Kingdom, the Sub-Adviser shall be and shall remain during the effectiveness of this Agreement, a member of the Investment Management Regulatory Organization, Ltd. ("IMRO") and thereby regulated in the conduct of Investment Business (as defined in IMRO's rules) by the IMRO. The Company and the Manager will be treated as a Non-Private Customer (as defined in IMRO's rules) of the Sub-Adviser. (f) The Sub-Adviser shall furnish the Manager with a certificate, signed by a duly authorized officer of the Sub-Adviser that designates the officers or employees of the Sub-Adviser having authority to act for and on behalf of the Sub-Adviser in connection with this Agreement. The Sub-Adviser agrees that, until such time as the Manager is otherwise informed in writing by a duly authorized officer of the Sub-Adviser, the Manager shall be authorized and entitled to rely on any notice, instruction, request, order or other communication, given either in writing or orally, and reasonably believed by the Manager in good faith to be given by an authorized representative of the Sub-Adviser.

Representations of the Sub-Adviser. The Sub-Adviser represents represents, warrants, and agrees thatcovenants to the Adviser and the Trust as follows: (a) 3.1. The Sub-Adviser has all requisite power and authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement; 3.2. The Sub-Adviser is registered as an "investment adviser" adviser under the Advisers Act and is currently has provided its current Form ADV, including the firm brochure and applicable brochure supplements to the Adviser; 3.3. The Sub-Adviser maintains errors and omissions insurance coverage in compliance in all material respects an appropriate amount and shall at all times continue provide prior written notice to comply the Adviser and the Trust (i) of any material changes in all its insurance policies or insurance coverage or (ii) if any material respects claims will be made on its insurance policies. Furthermore, the Sub-Adviser shall upon reasonable request provide the Adviser and the Trust with any information it may reasonably require concerning the requirements imposed upon it by amount of or scope of such insurance; 3.4. None of the Advisers ActSub-Adviser, its affiliates, or any officer, director or employee of the Sub-Adviser or its affiliates is subject to any event set forth in Section 9 of the 1940 Act that would disqualify the Sub-Adviser from acting as an investment adviser to an investment company under the 1940 Act, the Internal Revenue Code, state securities laws and all applicable rules and regulations thereunder as they relate to the services provided under this Agreement. The Sub-Adviser will immediately promptly notify the Manager if it becomes aware Adviser and the Trust upon the Sub-Adviser’s discovery of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 9(a) of the 1940 Act or any other applicable law or regulation.otherwise; (b) The Sub-Adviser will maintain, keep current and accurate, and preserve all records with respect to the Portfolio as are required of it under the Advisers Act and the 1940 Act, in the manner provided by such Acts and the rules thereunder3.5. The Sub-Adviser agrees that such records has adopted, implemented and will maintain written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are the property reasonably designed to prevent violations of the Company, and following termination of this Agreement will be surrendered to the Company promptly upon request except to the extent that they are required to be retained federal securities laws by the Sub-Adviser, its employees, officers, and agents; 3.6. The Sub-Adviser has adopted and implemented and will maintain written policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (as such term is defined in Rule 38a-1 under applicable law. Further, such records shall be open to inspection the 1940 Act) by the CompanyFunds and the Sub-Adviser (the policies and procedures referred to in this Section 3.6, along with the policies and procedures referred to in Section 3.5, are referred to herein as the Sub-Adviser’s “Compliance Program”); 3.7. Upon reasonable notice to and reasonable request, the Sub-Adviser shall provide the Adviser and the Trust with access to the records relating to the Compliance Program as they relate to the Funds. The Sub-Adviser will also assure that provide, at the Company will have reasonable request of the same access Adviser or the Trust, periodic certifications, in a form reasonably acceptable to the Adviser or the Trust, attesting to such written policies and procedures; 3.8. The Sub-Adviser shall implement and maintain a business continuity plan and policies and procedures reasonably designed to prevent, detect and respond to cybersecurity threats and to implement such internal controls and other safeguards as the Sub-Adviser has reasonably believes are necessary to records relating protect each Fund’s confidential information and the nonpublic personal information of Fund shareholders. The Sub-Adviser shall promptly notify the Adviser and the Trust of any material violations or breaches of such policies and procedures; 3.9. The Sub-Adviser will not engage in any futures transactions, options on futures transactions or transactions in other commodity interests on behalf of a Fund prior to the Portfolio that are held by relevant third parties. Such inspections will be at reasonable times during business hours and only upon reasonable Sub-Adviser becoming registered or filing a notice of exemption on behalf of the Company's desire to make an inspection.Fund with the National Futures Association; and (c) The 3.10. Upon the Adviser’s request, the Sub-Adviser agrees to advise provide reasonable assistance with the Manager of any developments, such as liquidity classifications required under each Fund’s liquidity risk management program when implemented in accordance with Rule 22e-4 under the reassignment of a portfolio manager, that would require Prospectus disclosure and to provide any necessary information related to such developments1940 Act. (d) The Sub-Adviser has provided the Manager and the Company with a copy of its most recent and complete Form ADV and will promptly furnish them with copies of any material amendments to the Form. (e) The Sub-Adviser shall furnish the Manager with a certificate, signed by a duly authorized officer of the Sub-Adviser that designates the officers or employees of the Sub-Adviser having authority to act for and on behalf of the Sub-Adviser in connection with this Agreement3.11. The Sub-Adviser agrees that, until such time will notify the Adviser and the Trust of any assignment (as defined in the Manager is otherwise informed in writing by a duly authorized officer 1940 Act) of this Agreement or change of control of the Sub-Adviser, as applicable, in each case prior to or promptly after, such change. Notwithstanding any other provision hereunder, the Manager shall be authorized Sub-Adviser hereby agrees to bear any and entitled all expenses of the Trust, including but not limited to rely on any noticecosts and expenses (including reasonable attorneys’ fees) related to any regulatory filings, instructionshareholder notifications and solicitation of shareholder approval, requestif any, order arising out of or other communication, given either in writing related to any such assignment or orally, and reasonably believed by the Manager in good faith to be given by an authorized representative change of control of the Sub-Adviser.

Representations of the Sub-Adviser. The Sub-Adviser represents represents, warrants and agrees that: (a) A. The Sub-Adviser (i) is registered as an "investment adviser" adviser under the Advisers Act and is currently in compliance in all material respects and shall at all times will continue to comply be so registered for so long as this Agreement remains in all material respects with the requirements imposed upon it effect; (ii) is not prohibited by the Advisers Investment Company Act, the 1940 ActAdvisers Act or other law, the Internal Revenue Code, state securities laws and all applicable rules and regulations thereunder as they relate to regulation or order from performing the services provided under contemplated by this Agreement. The Sub; (iii) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-Adviser regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will immediately promptly notify the Manager if it becomes aware Adviser of the occurrence of any event that would substantially impair the Sub-Adviser’s ability to fulfill its commitment under this Agreement or disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 9(a) of the 1940 Investment Company Act or any other applicable law or regulation. (b) The Sub-Adviser will maintain, keep current and accurate, and preserve all records with respect to the Portfolio as are required of it under the Advisers Act and the 1940 Act, in the manner provided by such Acts and the rules thereunder. The Sub-Adviser agrees that such records are the property of the Company, and following termination of this Agreement will be surrendered to the Company promptly upon request except to the extent that they are required to be retained by the Sub-Adviser under applicable law. Further, such records shall be open to inspection by the Companyotherwise. The Sub-Adviser will also assure promptly notify each Fund and the 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, government agency, self-regulatory organization, public board or body, involving the affairs of a Fund or if it is served or otherwise receives notice of any material action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, self-regulatory organization, public board or body, involving the affairs of the Sub-Adviser and which would be likely to cause a material impact on the Sub-Adviser’s ability to perform its duties under this Agreement, provided, however, that routine regulatory examinations of the Sub-Adviser will not be required to be reported by this provision. Any notification will be considered prompt if it is given in a manner consistent with the Sub-Adviser’s fiduciary and other obligations under the Advisers Act and contemporaneously with any regulatory filing or notice to other affected parties within the time that such filing or notice is required by applicable law. B. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and Rule 204A-1 under the Advisers Act and will have provide the same access Adviser and the Trustees 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 Sub-Adviser will certify to the Adviser that the Sub-Adviser has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of the Sub-Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to records relating such violation. Upon the written request of the Adviser, the Sub-Adviser will permit the Adviser, its employees or its agents to examine the reports required to be made to the Portfolio that are held Sub-Adviser by Rule 17j-1(c)(1) and Rule 204A-1(b) and all other records relevant third parties. Such inspections will be at reasonable times during business hours and only upon reasonable notice to the Sub-Adviser’s code of the Company's desire to make an inspectionethics. (c) C. The Sub-Adviser agrees has adopted and implemented and will maintain (a) in accordance with Rule 206(4)-7 under the Advisers Act, policies and procedures reasonably designed to advise prevent violation by the Manager Sub-Adviser and its supervised persons (as such term is defined by the Advisers Act) of any developmentsthe Advisers Act and the rules thereunder; and (b) to the extent that the Sub-Adviser’s activities or services could affect a Fund(s), policies and procedures reasonably designed to prevent violation of the federal securities laws (as such as term is defined in Rule 38a-1 under the reassignment of a portfolio manager, that would require Prospectus disclosure Investment Company Act) by the Fund(s) and to provide any necessary information related to such developmentsthe Sub-Adviser. (d) D. The Sub-Adviser has provided the Manager and the Company Adviser with a copy of its most recent and complete Form ADV which as of the date of this Agreement is its Form ADV as most recently filed with the SEC, will provide a copy of its Part 2A annually, and promptly will promptly furnish them with copies a copy of any all material amendments to the FormAdviser. (e) E. The Sub-Adviser shall furnish agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Sub-Adviser agrees not to consult with (i) other sub-advisers to a Fund, if any, (ii) other sub-advisers to any other Fund of the Manager Trust, or (iii) other sub-advisers to an investment company under common control with any Fund, concerning transactions for a certificate, signed by a duly authorized officer Fund in securities or other assets. G. The Sub-Adviser will notify the Trust and the Adviser of any assignment of this Agreement or change of control of the Sub-Adviser that designates Adviser, as applicable, and any changes in the officers key personnel who are either the portfolio manager(s) of a Fund or employees senior management of the Sub-Adviser having authority Adviser, in each case prior to act for and on behalf of the Sub-Adviser in connection with this Agreementor promptly after, such change. The Sub-Adviser agrees that, until such time as the Manager is otherwise informed in writing by a duly authorized officer to bear all reasonable expenses of the Sub-AdviserTrust, the Manager shall be authorized and entitled to rely on any noticeif any, instruction, request, order arising out of an assignment or other communication, given either change in writing or orally, and reasonably believed by the Manager in good faith to be given by an authorized representative of the Sub-Advisercontrol.

Representations of the Sub-Adviser. The Sub-Adviser represents represents, warrants, and agrees thatcovenants to the Adviser and the Trust as follows: (a) 3.1. The Sub-Adviser has all requisite power and authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement; 3.2. The Sub-Adviser is registered as an "investment adviser" adviser under the Advisers Act and is currently has provided its current Form ADV, including the firm brochure and applicable brochure supplements to the Adviser; 3.3. The Sub-Adviser maintains errors and omissions insurance coverage in compliance in all material respects an appropriate amount and shall at all times continue provide prior written notice to comply the Adviser and the Trust (i) of any material changes in all its insurance policies or insurance coverage or (ii) if any material respects claims will be made on its insurance policies. Furthermore, the Sub-Adviser shall upon reasonable request provide the Adviser and the Trust with any information it may reasonably require concerning the requirements imposed upon it by amount of or scope of such insurance; 3.4. None of the Advisers ActSub-Adviser, its affiliates, or any officer, director or employee of the Sub-Adviser or its affiliates is subject to any event set forth in Section 9 of the 1940 Act that would disqualify the Sub-Adviser from acting as an investment adviser to an investment company under the 1940 Act, the Internal Revenue Code, state securities laws and all applicable rules and regulations thereunder as they relate to the services provided under this Agreement. The Sub-Adviser will immediately promptly notify the Manager if it becomes aware Adviser and the Trust upon the Sub-Adviser’s discovery of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 9(a) of the 1940 Act or any other applicable law or regulation.otherwise; (b) The Sub-Adviser will maintain, keep current and accurate, and preserve all records with respect to the Portfolio as are required of it under the Advisers Act and the 1940 Act, in the manner provided by such Acts and the rules thereunder3.5. The Sub-Adviser agrees that such records has adopted, implemented and will maintain written policies and procedures, as required by Rule 206(4)‑7 under the Advisers Act, which are the property reasonably designed to prevent violations of the Company, and following termination of this Agreement will be surrendered to the Company promptly upon request except to the extent that they are required to be retained federal securities laws by the Sub-Adviser, its employees, officers, and agents; 3.6. The Sub-Adviser has adopted and implemented and will maintain written policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (as such term is defined in Rule 38a-1 under applicable law. Further, such records shall be open to inspection the 1940 Act) by the CompanyFunds and the Sub-Adviser (the policies and procedures referred to in this Section 3.6, along with the policies and procedures referred to in Section 3.5, are referred to herein as the Sub-Adviser’s “Compliance Program”); 3.7. Upon reasonable notice to and reasonable request, the Sub-Adviser shall provide the Adviser and the Trust with access to the records relating to the Compliance Program as they relate to the Funds. The Sub-Adviser will also assure that provide, at the Company will have reasonable request of the same access Adviser or the Trust, periodic certifications, in a form reasonably acceptable to the Adviser or the Trust, attesting to such written policies and procedures; 3.8. The Sub-Adviser shall implement and maintain a business continuity plan and policies and procedures reasonably designed to prevent, detect and respond to cybersecurity threats and to implement such internal controls and other safeguards as the Sub-Adviser has reasonably believes are necessary to records relating protect each Fund’s confidential information and the nonpublic personal information of Fund shareholders. The Sub-Adviser shall promptly notify the Adviser and the Trust of any material violations or breaches of such policies and procedures; 3.9. The Sub-Adviser will not engage in any futures transactions, options on futures transactions or transactions in other commodity interests on behalf of a Fund prior to the Portfolio that are held by relevant third parties. Such inspections will be at reasonable times during business hours and only upon reasonable Sub-Adviser becoming registered or filing a notice of exemption on behalf of the Company's desire to make an inspection.Fund with the National Futures Association; and (c) The 3.10. Upon the Adviser’s request, the Sub-Adviser agrees to advise provide reasonable assistance with the Manager of any developments, such as liquidity classifications required under each Fund’s liquidity risk management program when implemented in accordance with Rule 22e‑4 under the reassignment of a portfolio manager, that would require Prospectus disclosure and to provide any necessary information related to such developments1940 Act. (d) The Sub-Adviser has provided the Manager and the Company with a copy of its most recent and complete Form ADV and will promptly furnish them with copies of any material amendments to the Form. (e) The Sub-Adviser shall furnish the Manager with a certificate, signed by a duly authorized officer of the Sub-Adviser that designates the officers or employees of the Sub-Adviser having authority to act for and on behalf of the Sub-Adviser in connection with this Agreement3.11. The Sub-Adviser agrees that, until such time will notify the Adviser and the Trust of any assignment (as defined in the Manager is otherwise informed in writing by a duly authorized officer 1940 Act) of this Agreement or change of control of the Sub-Adviser, as applicable, in each case prior to or promptly after, such change. Notwithstanding any other provision hereunder, the Manager shall be authorized Sub-Adviser hereby agrees to bear any and entitled all expenses of the Trust, including but not limited to rely on any noticecosts and expenses (including reasonable attorneys’ fees) related to any regulatory filings, instructionshareholder notifications and solicitation of shareholder approval, requestif any, order arising out of or other communication, given either in writing related to any such assignment or orally, and reasonably believed by the Manager in good faith to be given by an authorized representative change of control of the Sub-Adviser.

Representations of the Sub-Adviser. 3.1. The Sub-Adviser represents has all requisite power and agrees that:authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement. (a) 3.2. The Sub-Adviser is registered as an "investment adviser" adviser under the Advisers Act and is currently has provided its current Form ADV, including the firm brochure and applicable brochure supplements to the Adviser. 3.3. The Sub-Adviser maintains errors and omissions insurance coverage in compliance in all material respects an appropriate amount and shall at all times continue provide prior written notice to comply the Adviser and the Trust (i) of any material changes in all its insurance policies or insurance coverage or (ii) if any material respects claims will be made on its insurance policies. Furthermore, the Sub-Adviser shall upon reasonable request provide the Adviser and the Trust with any information it may reasonably require concerning the requirements imposed upon it by amount of or scope of such insurance. 3.4. None of the Advisers ActSub-Adviser, its affiliates, or any officer, director or employee of the Sub‑Adviser or its affiliates is subject to any event set forth in Section 9 of the 1940 Act that would disqualify the Sub-Adviser from acting as an investment adviser to an investment company under the 1940 Act, the Internal Revenue Code, state securities laws and all applicable rules and regulations thereunder as they relate to the services provided under this Agreement. The Sub-Adviser will immediately promptly notify the Manager if it becomes aware Adviser and the Trust upon the Sub-Adviser’s discovery of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 9(a) of the 1940 Act or any other applicable law or regulationotherwise. (b) The Sub-Adviser will maintain, keep current and accurate, and preserve all records with respect to the Portfolio as are required of it under the Advisers Act and the 1940 Act, in the manner provided by such Acts and the rules thereunder3.5. The Sub-Adviser agrees that such records has adopted and implemented written policies and procedures, as required by Rule 206(4)‑7 under the Advisers Act, which are the property reasonably designed to prevent violations of the Company, and following termination of this Agreement will be surrendered to the Company promptly upon request except to the extent that they are required to be retained federal securities laws by the Sub-Adviser, its employees, officers, and agents. Upon reasonable notice to and reasonable request, the Sub-Adviser under applicable law. Further, shall provide the Adviser and the Trust with access to the records relating to such records shall be open policies and procedures as they relate to inspection by the CompanyFunds. The Sub-Adviser will also assure that provide, at the Company will have reasonable request of the same access Adviser or the Trust, periodic certifications, in a form reasonably acceptable to the Adviser or the Trust, attesting to such written policies and procedures. 3.6. The Sub-Adviser shall implement and maintain a business continuity plan and policies and procedures reasonably designed to prevent, detect and respond to cybersecurity threats and to implement such internal controls and other safeguards as the Sub-Adviser has reasonably believes are necessary to records relating protect each Fund’s confidential information and the nonpublic personal information of Fund shareholders. The Sub-Adviser shall promptly notify the Adviser and the Trust of any material violations or breaches of such policies and procedures. 3.7. The Sub-Adviser will not engage in any futures transactions, options on futures transactions or transactions in other commodity interests on behalf of a Fund prior to the Portfolio that are held by relevant third parties. Such inspections will be at reasonable times during business hours and only upon reasonable Sub-Adviser becoming registered or filing a notice of exemption on behalf of the Company's desire to make an inspectionFund with the National Futures Association. (c) 3.8. The Sub-Adviser agrees to advise provide reasonable assistance with the Manager of any developments, such as liquidity classifications required under each Fund’s liquidity risk management program when implemented in accordance with Rule 22e‑4 under the reassignment of a portfolio manager, that would require Prospectus disclosure and to provide any necessary information related to such developments1940 Act. (d) The Sub-Adviser has provided the Manager and the Company with a copy of its most recent and complete Form ADV and will promptly furnish them with copies of any material amendments to the Form. (e) The Sub-Adviser shall furnish the Manager with a certificate, signed by a duly authorized officer of the Sub-Adviser that designates the officers or employees of the Sub-Adviser having authority to act for and on behalf of the Sub-Adviser in connection with this Agreement. The Sub-Adviser agrees that, until such time as the Manager is otherwise informed in writing by a duly authorized officer of the Sub-Adviser, the Manager shall be authorized and entitled to rely on any notice, instruction, request, order or other communication, given either in writing or orally, and reasonably believed by the Manager in good faith to be given by an authorized representative of the Sub-Adviser.

Representations of the Sub-Adviser. 3.1. The Sub-Adviser represents has all requisite power and agrees that:authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement. (a) 3.2. The Sub-Adviser is registered as an "investment adviser" adviser under the Advisers Act and is currently has provided its current Form ADV, including the firm brochure and applicable brochure supplements to the Adviser. 3.3. The Sub-Adviser maintains errors and omissions insurance coverage in compliance in all material respects an appropriate amount and shall at all times continue provide prior written notice to comply the Adviser and the Trust (i) of any material changes in all its insurance policies or insurance coverage or (ii) if any material respects claims will be made on its insurance policies. Furthermore, the Sub-Adviser shall upon reasonable request provide the Adviser and the Trust with any information they may reasonably require concerning the requirements imposed upon it by amount of or scope of such insurance. 3.4. None of the Advisers ActSub-Adviser, its affiliates, or any officer, director or employee of the Sub-Adviser or its affiliates is subject to any event set forth in Section 9 of the 1940 Act that would disqualify the Sub-Adviser from acting as an investment adviser to an investment company under the 1940 Act, the Internal Revenue Code, state securities laws and all applicable rules and regulations thereunder as they relate to the services provided under this Agreement. The Sub-Adviser will immediately promptly notify the Manager if it becomes aware Adviser and the Trust upon the Sub-Adviser’s discovery of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 9(a) of the 1940 Act or any other applicable law or regulationotherwise. (b) The Sub-Adviser will maintain, keep current and accurate, and preserve all records with respect to the Portfolio as are required of it under the Advisers Act and the 1940 Act, in the manner provided by such Acts and the rules thereunder3.5. The Sub-Adviser agrees that such records has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are the property reasonably designed to prevent violations of the Company, and following termination of this Agreement will be surrendered to the Company promptly upon request except to the extent that they are required to be retained federal securities laws by the Sub-Adviser, its employees, officers, and agents. Upon reasonable notice to and reasonable request, the Sub-Adviser under applicable law. Further, shall provide the Adviser and the Trust with access to the records relating to such records shall be open policies and procedures as they relate to inspection by the CompanyFunds. The Sub-Adviser will also assure that provide, at the Company will have reasonable request of the same access Adviser or the Trust, periodic certifications, in a form reasonably acceptable to the Adviser or the Trust, attesting to such written policies and procedures. 3.6. The Sub-Adviser shall implement and maintain a business continuity plan and policies and procedures reasonably designed to prevent, detect and respond to cybersecurity threats and to implement such internal controls and other safeguards as the Sub-Adviser has reasonably believes are necessary to records relating protect each Fund’s confidential information and the nonpublic personal information of Fund shareholders. The Sub-Adviser shall promptly notify the Adviser and the Trust of any material violations or breaches of such policies and procedures. 3.7. The Sub-Adviser will not engage in any futures transactions, options on futures transactions or transactions in other commodity interests on behalf of a Fund prior to the Portfolio that are held by relevant third parties. Such inspections will be at reasonable times during business hours and only upon reasonable Sub-Adviser becoming registered or filing a notice of exemption on behalf of the Company's desire to make an inspectionFund with the National Futures Association (the “NFA”). (c) 3.8. The Sub-Adviser agrees to advise provide reasonable assistance with the Manager of any developments, such as the reassignment of a portfolio manager, that would require Prospectus disclosure and to provide any necessary information related to such developmentsliquidity classifications required under each Fund’s liquidity risk management program. (d) The Sub-Adviser has provided the Manager and the Company with a copy of its most recent and complete Form ADV and will promptly furnish them with copies of any material amendments to the Form. (e) The Sub-Adviser shall furnish the Manager with a certificate, signed by a duly authorized officer of the Sub-Adviser that designates the officers or employees of the Sub-Adviser having authority to act for and on behalf of the Sub-Adviser in connection with this Agreement. The Sub-Adviser agrees that, until such time as the Manager is otherwise informed in writing by a duly authorized officer of the Sub-Adviser, the Manager shall be authorized and entitled to rely on any notice, instruction, request, order or other communication, given either in writing or orally, and reasonably believed by the Manager in good faith to be given by an authorized representative of the Sub-Adviser.

Representations of the Sub-Adviser. The Sub-Adviser represents represents, warrants and agrees that: (a) A. The Sub-Adviser (i) is registered as an "investment adviser" adviser under the Advisers Act and is currently in compliance in all material respects and shall at all times will continue to comply be so registered for so long as this Agreement remains in all material respects with the requirements imposed upon it effect; (ii) is not prohibited by the Advisers Investment Company Act, the 1940 ActAdvisers Act or other law, the Internal Revenue Code, state securities laws and all applicable rules and regulations thereunder as they relate to regulation or order from performing the services provided under contemplated by this Agreement. The Sub; (iii) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-Adviser regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will immediately promptly notify the Manager if it becomes aware Adviser of the occurrence of any event that would substantially impair the Sub-Adviser’s ability to fulfill its commitment under this Agreement or disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 9(a) of the 1940 Investment Company Act or any other applicable law or regulation. (b) The Sub-Adviser will maintain, keep current and accurate, and preserve all records with respect to the Portfolio as are required of it under the Advisers Act and the 1940 Act, in the manner provided by such Acts and the rules thereunder. The Sub-Adviser agrees that such records are the property of the Company, and following termination of this Agreement will be surrendered to the Company promptly upon request except to the extent that they are required to be retained by the Sub-Adviser under applicable law. Further, such records shall be open to inspection by the Companyotherwise. The Sub-Adviser will also assure promptly notify each Fund and the 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, government agency, self-regulatory organization, public board or body, involving the affairs of a Fund or if it is served or otherwise receives notice of any material action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, self-regulatory organization, public board or body, involving the affairs of the Sub-Adviser and which would be likely to cause a material impact on the Sub-Adviser’s ability to perform its duties under this Agreement; provided, however, that routine regulatory examinations of the Sub-Adviser will not be required to be reported by this provision. Any notification will be considered prompt if it is given in a manner consistent with the Sub-Adviser’s fiduciary and other obligations under the Advisers Act and contemporaneously with any regulatory filing or notice to other affected parties within the time that such filing or notice is required by applicable law. B. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and Rule 204A-1 under the Advisers Act and will have provide the same access Adviser and the Trustees 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 Sub-Adviser will certify to the Adviser that the Sub-Adviser has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of the Sub-Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to records relating such violation. Upon the written request of the Adviser, the Sub-Adviser will permit the Adviser, its employees or its agents to examine the reports required to be made to the Portfolio that are held Sub-Adviser by Rule 17j-1(c)(1) and Rule 204A-1(b) and all other records relevant third parties. Such inspections will be at reasonable times during business hours and only upon reasonable notice to the Sub-Adviser’s code of the Company's desire to make an inspectionethics. (c) C. The Sub-Adviser agrees has adopted and implemented and will maintain (a) in accordance with Rule 206(4)-7 under the Advisers Act, policies and procedures reasonably designed to advise prevent violation by the Manager Sub-Adviser and its supervised persons (as such term is defined by the Advisers Act) of any developmentsthe Advisers Act and the rules thereunder; and (b) to the extent that the Sub-Adviser’s activities or services could affect a Fund(s), policies and procedures reasonably designed to prevent violation of the federal securities laws (as such as term is defined in Rule 38a-1 under the reassignment of a portfolio manager, that would require Prospectus disclosure Investment Company Act) by the Fund(s) and to provide any necessary information related to such developmentsthe Sub-Adviser. (d) D. The Sub-Adviser has provided the Manager and the Company Adviser with a copy of its most recent and complete Form ADV which as of the date of this Agreement is its Form ADV as most recently filed with the SEC, will provide a copy of its Part 2A annually, and promptly will promptly furnish them with copies a copy of any all material amendments to the FormAdviser. (e) The Sub-Adviser shall furnish the Manager with a certificate, signed by a duly authorized officer of the Sub-Adviser that designates the officers or employees of the Sub-Adviser having authority to act for and on behalf of the Sub-Adviser in connection with this Agreement. E. The Sub-Adviser agrees that, until such time as to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Sub-Adviser will notify the Manager is otherwise informed in writing by a duly authorized officer Trust and the Adviser of any assignment of this Agreement or change of control of the Sub-Adviser, the Manager shall be authorized and entitled to rely on any notice, instruction, request, order or other communication, given either in writing or orallyas applicable, and reasonably believed by any changes in the Manager in good faith to be given by an authorized representative key personnel who are either the portfolio manager(s) of a Fund or senior management of the Sub-Adviser, in each case prior to or promptly after such change.

Representations of the Sub-Adviser. 3.1. The Sub-Adviser represents has all requisite power and agrees that:authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement. (a) 3.2. The Sub-Adviser is registered as an "investment adviser" adviser under the Advisers Act and is currently has provided its current Form ADV, including the firm brochure and applicable brochure supplements to the Adviser. 3.3. The Sub-Adviser maintains errors and omissions insurance coverage in compliance in all material respects an appropriate amount and shall at all times continue provide prior written notice to comply the Adviser and the Trust (i) of any material changes in all its insurance policies or insurance coverage or (ii) if any material respects claims will be made on its insurance policies. Furthermore, the Sub-Adviser shall upon reasonable request provide the Adviser and the Trust with any information they may reasonably require concerning the requirements imposed upon it by amount of or scope of such insurance. 3.4. None of the Advisers ActSub-Adviser, its affiliates, or any officer, director or employee of the Sub-Adviser or its affiliates is subject to any event set forth in Section 9 of the 1940 Act that would disqualify the Sub-Adviser from acting as an investment adviser to an investment company under the 1940 Act, the Internal Revenue Code, state securities laws and all applicable rules and regulations thereunder as they relate to the services provided under this Agreement. The Sub-Adviser will immediately promptly notify the Manager if it becomes aware Adviser and the Trust upon the Sub-Adviser’s discovery of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 9(a) of the 1940 Act or any other applicable law or regulationotherwise. (b) The Sub-Adviser will maintain, keep current and accurate, and preserve all records with respect to the Portfolio as are required of it under the Advisers Act and the 1940 Act, in the manner provided by such Acts and the rules thereunder3.5. The Sub-Adviser agrees that such records has adopted and implemented written policies and procedures, as required by Rule 206(4)‑7 under the Advisers Act, which are the property reasonably designed to prevent violations of the Company, and following termination of this Agreement will be surrendered to the Company promptly upon request except to the extent that they are required to be retained federal securities laws by the Sub-Adviser, its employees, officers, and agents. Upon reasonable notice to and reasonable request, the Sub-Adviser under applicable law. Further, shall provide the Adviser and the Trust with access to the records relating to such records shall be open policies and procedures as they relate to inspection by the CompanyFunds. The Sub-Adviser will also assure that provide, at the Company will have reasonable request of the same access Adviser or the Trust, periodic certifications, in a form reasonably acceptable to the Adviser or the Trust, attesting to such written policies and procedures. 3.6. The Sub-Adviser shall implement and maintain a business continuity plan and policies and procedures reasonably designed to prevent, detect and respond to cybersecurity threats and to implement such internal controls and other safeguards as the Sub-Adviser has reasonably believes are necessary to records relating protect each Fund’s confidential information and the nonpublic personal information of Fund shareholders. The Sub-Adviser shall promptly notify the Adviser and the Trust of any material violations or breaches of such policies and procedures. 3.7. The Sub-Adviser will not engage in any futures transactions, options on futures transactions or transactions in other commodity interests on behalf of a Fund prior to the Portfolio that are held by relevant third parties. Such inspections will be at reasonable times during business hours and only upon reasonable Sub-Adviser becoming registered or filing a notice of exemption on behalf of the Company's desire to make an inspectionFund with the National Futures Association (the “NFA”). (c) 3.8. The Sub-Adviser agrees to advise provide reasonable assistance with the Manager of any developments, such as the reassignment of a portfolio manager, that would require Prospectus disclosure and to provide any necessary information related to such developmentsliquidity classifications required under each Fund’s liquidity risk management program. (d) The Sub-Adviser has provided the Manager and the Company with a copy of its most recent and complete Form ADV and will promptly furnish them with copies of any material amendments to the Form. (e) The Sub-Adviser shall furnish the Manager with a certificate, signed by a duly authorized officer of the Sub-Adviser that designates the officers or employees of the Sub-Adviser having authority to act for and on behalf of the Sub-Adviser in connection with this Agreement. The Sub-Adviser agrees that, until such time as the Manager is otherwise informed in writing by a duly authorized officer of the Sub-Adviser, the Manager shall be authorized and entitled to rely on any notice, instruction, request, order or other communication, given either in writing or orally, and reasonably believed by the Manager in good faith to be given by an authorized representative of the Sub-Adviser.

Representations of the Sub-Adviser. The Sub-Adviser represents and agrees that: (a) : The Sub-Adviser is registered as an "investment adviser" under the Advisers Act and is currently in compliance in all material respects and shall at all times continue to comply in all material respects with the requirements imposed upon it by the Advisers Act, the 1940 Act, the Internal Revenue Code, state securities laws and all applicable rules and regulations thereunder as they relate to the services provided under this Agreement. The Sub-Adviser will immediately notify the Manager if it becomes aware of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 of the 1940 Act or any other applicable law or regulation. (b) . The Sub-Adviser will maintain, keep current and accurate, and preserve all records with respect to the Portfolio as are required of it under the Advisers Act and the 1940 Act, in the manner provided by such Acts and the rules thereunder. The Sub-Adviser agrees that such records are the property of the Company, and following termination of this Agreement will be surrendered to the Company promptly upon request except to the extent that they are required to be retained by the Sub-Adviser under applicable law. Further, such records shall be open to inspection by the Company. The Sub-Adviser will also assure that the Company will have the same access as the Sub-Adviser has to records relating to the Portfolio that are held by relevant third parties. Such inspections will be at reasonable times during business hours and only upon reasonable notice of the Company's desire to make an inspection. (c) . The Sub-Adviser agrees to advise the Manager of any developments, such as the reassignment of a portfolio manager, that would require Prospectus disclosure and to provide any necessary information related to such developments. (d) . The Sub-Adviser has provided the Manager and the Company with a copy of its most recent and complete Form ADV and will promptly furnish them with copies of any material amendments to the Form. . If the Sub-Adviser's performance of its obligations under this Agreement takes place in the United Kingdom, the Sub-Adviser shall be and shall remain during the effectiveness of this Agreement, a member of the Investment Management Regulatory Organization, Ltd. (e"IMRO") and thereby regulated in the conduct of Investment Business (as defined in IMRO's rules) by the IMRO. The Company and the Manager will be treated as a Non-Private Customer (as defined in IMRO's rules) of the Sub-Adviser. The Sub-Adviser shall furnish the Manager with a certificate, signed by a duly authorized officer of the Sub-Adviser that designates the officers or employees of the Sub-Adviser having authority to act for and on behalf of the Sub-Adviser in connection with this Agreement. The Sub-Adviser agrees that, until such time as the Manager is otherwise informed in writing by a duly authorized officer of the Sub-Adviser, the Manager shall be authorized and entitled to rely on any notice, instruction, request, order or other communication, given either in writing or orally, and reasonably believed by the Manager in good faith to be given by an authorized representative of the Sub-Adviser.

Representations of the Sub-Adviser. The Sub-Adviser represents represents, warrants and agrees that: (a) A. The Sub-Adviser (i) is registered as an "investment adviser" adviser under the Advisers Act and is currently in compliance in all material respects and shall at all times will continue to comply be so registered for so long as this Agreement remains in all material respects with the requirements imposed upon it effect; (ii) is not prohibited by the Advisers Investment Company Act, the 1940 ActAdvisers Act or other law, the Internal Revenue Code, state securities laws and all applicable rules and regulations thereunder as they relate to regulation or order from performing the services provided under contemplated by this Agreement. The Sub; (iii) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-Adviser regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will immediately promptly notify the Manager if it becomes aware Adviser of the occurrence of any event that would substantially impair the Sub-Adviser’s ability to fulfill its commitment under this Agreement or disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 9(a) of the 1940 Investment Company Act or any other applicable law or regulation. (b) The Sub-Adviser will maintain, keep current and accurate, and preserve all records with respect to the Portfolio as are required of it under the Advisers Act and the 1940 Act, in the manner provided by such Acts and the rules thereunder. The Sub-Adviser agrees that such records are the property of the Company, and following termination of this Agreement will be surrendered to the Company promptly upon request except to the extent that they are required to be retained by the Sub-Adviser under applicable law. Further, such records shall be open to inspection by the Companyotherwise. The Sub-Adviser will also assure promptly notify each Fund and the 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, government agency, self-regulatory organization, public board or body, involving the affairs of a Fund or if it is served or otherwise receives notice of any material action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, self-regulatory organization, public board or body, involving the affairs of the Sub-Adviser and which would be likely to cause a material impact on the Sub-Adviser’s ability to perform its duties under this Agreement, provided, however, that routine regulatory examinations of the Sub-Adviser will not be required to be reported by this provision. The Sub-Adviser will also promptly notify the Adviser upon detection of (i) any material failure to manage the Fund(s) in accordance with the Fund(s)’ stated investment objectives and policies or any applicable law; (ii) any material breach of any of the Fund(s)’ or the Sub-Adviser’s policies, guidelines or procedures related to the Fund(s); or (iii) any trade error. Any notification will be considered prompt if it is given in a manner consistent with the Sub- Adviser’s fiduciary and other obligations under the Advisers Act and contemporaneously with any regulatory filing or notice to other affected parties within the time that such filing or notice is required by applicable law. B. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and Rule 204A-1 under the Advisers Act and will have provide the same access Adviser and the Trustees 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 Sub-Adviser will certify to the Adviser that the Sub-Adviser has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of the Sub-Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to records relating such violation. Upon the written request of the Adviser, the Sub-Adviser will permit the Adviser, its employees or its agents to examine the reports required to be made to the Portfolio that are held Sub-Adviser by Rule 17j-1(c)(1) and Rule 204A-1(b) and all other records relevant third parties. Such inspections will be at reasonable times during business hours and only upon reasonable notice to the Sub-Adviser’s code of ethics to the Company's desire extent such reports or records pertain to make an inspectionpersonnel providing services to a Fund. (c) C. The Sub-Adviser agrees has adopted and implemented and will maintain (a) in accordance with Rule 206(4)-7 under the Advisers Act, policies and procedures reasonably designed to advise prevent violation by the Manager Sub-Adviser and its supervised persons (as such term is defined by the Advisers Act) of the Advisers Act and the rules thereunder; and (b) to the extent that the Sub-Adviser’s activities or services could affect a Fund(s), policies and procedures reasonably designed to prevent violation of the federal securities laws (as such term is defined in Rule 38a-1 under the Investment Company Act) by the Fund(s) and the Sub-Adviser. The Sub-Adviser shall provide access to the Adviser and its agents and representatives to its policies and procedures pertaining to its activities and duties hereunder and shall notify the Adviser, via quarterly certification or otherwise at the request of the Adviser, of: (1) any material changes to its policies and procedures; (2) any new policies and procedures as they pertain to activities or duties performed hereunder; and (3) the retirement of any developments, such policies and procedures as they pertain to activities or duties performed hereunder. The Sub-Adviser will promptly notify the reassignment Adviser upon detection of a portfolio manager, any material violations of the Sub-Adviser’s own compliance policies and procedures that would require Prospectus disclosure and relate to provide any necessary information related to such developmentsits activities or duties hereunder. (d) D. The Sub-Adviser has provided the Manager and the Company Adviser with a copy of its most recent and complete Form ADV which as of the date of this Agreement is its Form ADV as most recently filed with the SEC, will provide a copy of its Part 2A annually, and promptly will promptly furnish them with copies a copy of any all material amendments to the FormAdviser. (e) E. The Sub-Adviser shall furnish agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Sub-Adviser agrees not to consult with (i) other sub-advisers to a Fund, if any, (ii) other sub-advisers to any other Fund of the Manager Trust, or (iii) other sub-advisers to an investment company under common control with any Fund, concerning transactions for a certificate, signed by a duly authorized officer Fund in securities or other assets. G. The Sub-Adviser will notify the Trust and the Adviser of any assignment of this Agreement or change of control of the Sub-Adviser that designates Adviser, as applicable, and any changes in the officers key personnel who are either the portfolio manager(s) of a Fund or employees senior management of the Sub-Adviser having authority Adviser, in each case prior to act for and on behalf of the Sub-Adviser in connection with this Agreementor promptly after, such change. The Sub-Adviser agrees that, until such time as the Manager is otherwise informed in writing by a duly authorized officer to bear all reasonable expenses of the Sub-AdviserTrust, the Manager shall be authorized and entitled to rely on any noticeif any, instruction, request, order arising out of an assignment or other communication, given either change in writing or orally, and reasonably believed by the Manager in good faith to be given by an authorized representative of the Sub-Advisercontrol.

Representations of the Sub-Adviser. The Sub-Adviser represents represents, warrants, and agrees thatcovenants to the Adviser and the Trust as follows: (a) 3.1. The Sub-Adviser has all requisite power and authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement; 3.2. The Sub-Adviser is registered as an "investment adviser" adviser under the Advisers Act and is currently has provided its current Form ADV, including the firm brochure and applicable brochure supplements to the Adviser; 3.3. The Sub-Adviser maintains errors and omissions insurance coverage in compliance in all material respects an appropriate amount and shall at all times continue provide prior written notice to comply the Adviser and the Trust (i) of any material changes in all its insurance policies or insurance coverage or (ii) if any material respects claims will be made on its insurance policies. Furthermore, the Sub-Adviser shall upon reasonable request provide the Adviser and the Trust with any information it may reasonably require concerning the requirements imposed upon it by amount of or scope of such insurance; 3.4. None of the Advisers ActSub-Adviser, its affiliates, or any officer, director or employee of the Sub-Adviser or its affiliates is subject to any event set forth in Section 9 of the 1940 Act that would disqualify the Sub-Adviser from acting as an investment adviser to an investment company under the 1940 Act, the Internal Revenue Code, state securities laws and all applicable rules and regulations thereunder as they relate to the services provided under this Agreement. The Sub-Adviser will immediately promptly notify the Manager if it becomes aware Adviser and the Trust upon the Sub-Adviser’s discovery of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 9(a) of the 1940 Act or any other applicable law or regulation.otherwise; (b) The Sub-Adviser will maintain, keep current and accurate, and preserve all records with respect to the Portfolio as are required of it under the Advisers Act and the 1940 Act, in the manner provided by such Acts and the rules thereunder3.5. The Sub-Adviser agrees that such records has adopted, implemented and will maintain written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are the property reasonably designed to prevent violations of the Company, and following termination of this Agreement will be surrendered to the Company promptly upon request except to the extent that they are required to be retained federal securities laws by the Sub-Adviser, its employees, officers, and agents; 3.6. The Sub-Adviser has adopted and implemented and will maintain written policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (as such term is defined in Rule 38a-1 under applicable law. Further, such records shall be open to inspection the 0000 Xxx) by the CompanyFunds and the Sub-Adviser (the policies and procedures referred to in this Section 3.6, along with the policies and procedures referred to in Section 3.5, are referred to herein as the Sub-Adviser’s “Compliance Program”); 3.7. Upon reasonable notice to and reasonable request, the Sub-Adviser shall provide the Adviser and the Trust with access to the records relating to the Compliance Program as they relate to the Funds. The Sub-Adviser will also assure that provide, at the Company will have reasonable request of the same access Adviser or the Trust, periodic certifications, in a form reasonably acceptable to the Adviser or the Trust, attesting to such written policies and procedures; 3.8. The Sub-Adviser shall implement and maintain a business continuity plan and policies and procedures reasonably designed to prevent, detect and respond to cybersecurity threats and to implement such internal controls and other safeguards as the Sub-Adviser has reasonably believes are necessary to records relating protect each Fund’s confidential information and the nonpublic personal information of Fund shareholders. The Sub-Adviser shall promptly notify the Adviser and the Trust of any material violations or breaches of such policies and procedures; 3.9. The Sub-Adviser will not engage in any futures transactions, options on futures transactions or transactions in other commodity interests on behalf of a Fund prior to the Portfolio that are held by relevant third parties. Such inspections will be at reasonable times during business hours and only upon reasonable Sub-Adviser becoming registered or filing a notice of exemption on behalf of the Company's desire to make an inspection.Fund with the National Futures Association; and (c) The 3.10. Upon the Adviser’s request, the Sub-Adviser agrees to advise provide reasonable assistance with the Manager of any developments, such as liquidity classifications required under each Fund’s liquidity risk management program when implemented in accordance with Rule 22e-4 under the reassignment of a portfolio manager, that would require Prospectus disclosure and to provide any necessary information related to such developments1940 Act. (d) The Sub-Adviser has provided the Manager and the Company with a copy of its most recent and complete Form ADV and will promptly furnish them with copies of any material amendments to the Form. (e) The Sub-Adviser shall furnish the Manager with a certificate, signed by a duly authorized officer of the Sub-Adviser that designates the officers or employees of the Sub-Adviser having authority to act for and on behalf of the Sub-Adviser in connection with this Agreement. The Sub-Adviser agrees that, until such time as the Manager is otherwise informed in writing by a duly authorized officer of the Sub-Adviser, the Manager shall be authorized and entitled to rely on any notice, instruction, request, order or other communication, given either in writing or orally, and reasonably believed by the Manager in good faith to be given by an authorized representative of the Sub-Adviser.

Representations of the Sub-Adviser. The Sub-Adviser represents represents, warrants, and agrees thatas follows: (a) The Sub-Adviser (i) is registered as an "investment adviser" adviser under the Advisers Act and is currently in compliance in all material respects and shall at all times will continue to comply be so registered for so long as this Agreement remains in all material respects with the requirements imposed upon it effect; (ii) is not prohibited by the Advisers Act, the 1940 Act, the Internal Revenue CodeAdvisers Act or other law, state securities laws and all applicable rules and regulations thereunder as they relate to regulation or order from performing the services provided under contemplated by this Agreement. The Sub; (iii) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-Adviser regulatory agency necessary to be met in order to perform the services contemplated by this Agreement, including complying with all Commodity Futures Trading Commission and National Futures Association registration, reporting, notice, and other requirements applicable to it; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will immediately promptly notify the Manager if it becomes aware Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 9(a) of the 1940 Act or otherwise. The Sub-Adviser will also promptly notify each Portfolio and the Adviser if it is served or otherwise receives notice of any other applicable action, suit, proceeding, inquiry or investigation, at law or regulationin equity, before or by any court, government agency, self-regulatory organization, public board or body, involving the affairs of the Portfolio(s) or the Sub-Adviser, provided, however, that routine regulatory examinations of the Sub-Adviser shall not be required to be reported by this provision. (b) The Sub-Adviser will maintain, keep current is currently in compliance and accurate, and preserve shall at all records with respect to the Portfolio as are required of it under the Advisers Act and the 1940 Act, in the manner provided by such Acts and the rules thereunder. The Sub-Adviser agrees that such records are the property of the Company, and following termination of this Agreement will be surrendered to the Company promptly upon request except to the extent that they are required times continue to be retained by in compliance with the requirements imposed upon the Sub-Adviser under by applicable law. Further, such records shall be open to inspection by the Company. The Sub-Adviser will also assure that the Company will have the same access as the Sub-Adviser has to records relating to the Portfolio that are held by relevant third parties. Such inspections will be at reasonable times during business hours law and only upon reasonable notice of the Company's desire to make an inspectionregulations. (c) The Sub-Adviser agrees will submit to advise all regulatory and administrative bodies having jurisdiction over the Manager services provided pursuant to this Agreement any information, reports, or other material which any such body by reason of any developmentsthis Agreement may request or require pursuant to applicable laws and regulations and shall promptly provide the Adviser and Portfolio with copies of such information, such as the reassignment of a portfolio manager, that would require Prospectus disclosure reports and to provide any necessary information related to such developmentsmaterials. (d) The Sub-Adviser has provided the Manager agrees to maintain an appropriate level of errors and the Company with a copy of its most recent and complete Form ADV and will promptly furnish them with copies of any material amendments to the Formomissions or professional liability insurance coverage. (e) The Sub-Adviser shall furnish agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Manager with a certificatePortfolio(s), signed by a duly authorized officer the Adviser or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Sub-Adviser that designates the officers Portfolio or employees of the Sub-Adviser having authority to act for and on behalf of the Sub-Adviser in connection with this Agreement. The Sub-Adviser agrees that, until such time as the Manager is otherwise informed in writing by a duly authorized officer of the Sub-Adviser, as applicable, except as required by rule, regulation or upon the Manager shall be authorized and entitled to rely on any notice, instruction, request, order or other communication, given either in writing or orally, and reasonably believed by the Manager in good faith to be given by an authorized representative request of the Sub-Advisera governmental authority.

Representations of the Sub-Adviser. The Sub-Adviser represents represents, warrants and agrees that: (a) The Sub-Adviser Adviser: (i) is registered as an "investment adviser" adviser under the Advisers Act and is currently in compliance in all material respects and shall at all times will continue to comply be so registered for so long as this Agreement remains in all material respects with the requirements imposed upon it effect; (ii) is not prohibited by the Advisers Act, the 1940 Act, the Internal Revenue CodeAdvisers Act or other law, state securities laws and all applicable rules and regulations thereunder as they relate to regulation or order from performing the services provided contemplated by this Agreement; (iii) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will as soon as reasonably practicable notify the Trust and Adviser of any known material breach of this Agreement, if any representation under this Agreement. The Sub-Adviser will immediately notify the Manager if it Agreement becomes aware of materially untrue or the occurrence of any event that the Sub-Adviser reasonably determines could have a materially adverse impact on the Sub-Adviser’s ability to provide services under this Agreement, or would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 9(a) of the 1940 Act or otherwise. To the extent permitted by law, the Sub-Adviser will also as soon as reasonably practicable notify the Trust and the Adviser if it is served or otherwise receives notice of any other applicable material action, suit, proceeding, inquiry or investigation, at law or regulationin equity, or any threat thereof, before or by any court, public board or body, directly involving the affairs of the Fund. The Sub-Adviser further agrees to, upon reasonable request, review any statement regarding the Sub-Adviser contained in the Registration Statement with respect to the Fund and notify the Adviser or the Trust promptly if it becomes aware that any statement regarding the Sub-Adviser contained in the Registration Statement with respect to the Fund, or any amendment or supplement thereto, becomes untrue or incomplete in any material respect. (b) The Sub-Adviser will maintainhas adopted and implemented written policies and procedures, keep current and accurate, and preserve all records with respect to the Portfolio as are required of it by Rule 206(4)-7 under the Advisers Act Act, which are reasonably designed to prevent violations of Federal Securities Laws by the Sub-Adviser, its employees, officers, and agents (“Compliance Procedures”) and, the Adviser and the 1940 Act, in Trust have been provided a copy of the manner provided by such Acts Compliance Procedures and the rules thereunderany amendments thereto. The Sub-Adviser agrees that such records are will notify the property Adviser promptly of any “Material Compliance Matter” (as defined in Rule 38a-1 under the Company, and following termination of this Agreement will be surrendered to the Company promptly upon request except to the extent that they are required to be retained by the Sub-Adviser under applicable law. Further, such records shall be open to inspection by the Company1940 Act). The Sub-Adviser will also assure notify the Adviser of any remedial actions that it takes in response to deficiency letters or similar communications from the Company will have the same access as the Sub-Adviser has to records relating SEC or another regulator to the Portfolio that are held extent permitted by relevant third parties. Such inspections will be at reasonable times during business hours applicable law and only upon reasonable notice of regulation and unless requested or required by the Company's desire SEC or another regulator not to make an inspectionnotify. (c) The Sub-Adviser agrees has adopted a written code of ethics as required by Rule 204A-1 under the Advisers Act and Rule 17j-1 under the 1940 Act and will provide the Adviser and the Trust with a copy of such code of ethics, together with evidence of its adoption and a certification that the Sub-Adviser has adopted procedures reasonably necessary to advise prevent violations of such code of ethics. Upon request, and within thirty (30) days following the Manager end of the last calendar quarter of each year that this Agreement is in effect, the Sub-Adviser shall furnish to the Trust and the Adviser: (i) a written report that describes any developmentsissues arising under the code of ethics or procedures during the relevant period, such as including, but not limited to, information about material violations of the reassignment code or procedures and sanctions imposed in response to material violations; and (ii) a written certification that the Sub-Adviser has adopted procedures reasonably necessary to prevent violations of a the code of ethics. In addition, the Sub-Adviser shall: (iii) promptly report to the Board and the Adviser in writing any material amendments to its code of ethics; (iv) promptly furnish all pertinent information regarding any material violation of the Sub-Adviser’s code of ethics by: (A) its directors, officers and partners; or (B) any person who has access to nonpublic information regarding: (I) the Fund’s purchase or sale of securities; (II) the portfolio managerholdings of the Fund; or (III) securities recommendations to the Fund; and (v) provide quarterly reports to the Adviser on any material violations of the Sub-Adviser’s code of ethics during the period so indicated. Upon the reasonable written request of the Adviser, that would require Prospectus disclosure the Sub-Adviser shall permit the Adviser, its employees or its agents to examine the reports required to be made to the Sub-Adviser by Rule 17j-1(d)(1) and to provide any necessary information related to such developmentsrecords. (d) The Sub-Adviser has provided the Manager Trust and the Company Adviser with a copy of its most recent and complete Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC and promptly will promptly furnish them with copies a copy of any material amendments to the FormTrust and the Adviser at least annually. (e) The Sub-Adviser shall furnish will notify the Manager with a certificate, signed by a duly authorized officer Trust and the Adviser of any change of control of the Sub-Adviser that designates Adviser, including any change of its general partner(s) or managing member, controlling persons or 25% shareholders, as applicable, and any changes in the officers key personnel who are either the portfolio manager(s) of the Fund Account or employees senior management of the Sub-Adviser, in each case prior to such change if the Sub-Adviser having authority is aware of such change but in any event not later than as soon as reasonably practicable after such change. The Sub-Adviser agrees that it may bear all reasonable expenses of the Trust and Adviser, if any, arising out of the Sub-Adviser’s failure to act for notify the Trust and on behalf the Adviser as set forth herein. (f) The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage from insurance providers that are in the business of regularly providing insurance coverage to investment advisers. In no event shall such coverage be less than $5,000,000. The Sub-Adviser shall upon request endeavor to provide to the Adviser any information it may reasonably require concerning the amount or scope of such insurance. (g) The Sub-Adviser will not, in violation of applicable law or regulation, use any material non-public information concerning portfolio companies that may be in or come into its possession or the possession of any of its affiliated persons or employees in providing investment advice or investment management services to the Fund. (h) The Sub-Adviser agrees that neither it, nor any of its affiliated persons, will in any way refer directly or indirectly to its relationship with the Trust, the Fund, the Adviser or any of their respective affiliated persons in offering, marketing or other promotional materials without the express written consent of the Adviser. For the avoidance of doubt, the Sub-Adviser may identify itself as a sub-adviser of the Fund during the term of this Agreement, with such right terminating upon termination of this Agreement, and the Sub-Adviser may use the performance of the Fund Account in its composite performance. (i) The Sub-Adviser agrees to promptly notify the Adviser of trade errors made by the Sub-Adviser in connection with this Agreementits management of the Fund Account. (j) The Sub-Adviser has reviewed the registration requirements of the CEA and the National Futures Association (“NFA”) relating to commodity trading advisors and is either appropriately registered with the Commodity Futures Trading Commission (“CFTC”) and a member of the NFA or exempt or excluded from CFTC registration requirements. If required by the CEA or the rules and regulations thereunder promulgated by the CFTC, the Sub-Adviser will provide the Fund and the Adviser with a copy of its most recent CFTC disclosure document or a written explanation of the reason why it is not required to deliver such a disclosure document. (k) The Sub-Adviser has established and will keep in effect a “disaster recovery” preparedness plan that sets forth procedures for recovery of critical business functions at minimum operating levels and can be implemented within a 24-hour time period. The Sub-Adviser agrees thatshall notify the Adviser, until as soon as practicable by telephone, email or such time other method of prompt communication as may be available under the Manager circumstances, of the occurrence of any event the Sub-Adviser determines has had a material impact on its operations and that requires the Sub-Adviser to implement any procedures under such plan. (l) The Sub-Adviser has administrative, technical and physical safeguards in place that comply with all laws and regulations applicable to the Sub-Adviser and, in the event the Sub-Adviser becomes aware of any network, system and/or data breach with respect to its infrastructure (including, but not limited to, a system intrusion, virus or malicious code attack, loss of data, data theft, unauthorized access to confidential information and/or nonpublic personal information, hacking incident or any acts of data xxxxxx) that results in unauthorized access to and/or use by third parties of the confidential information of the Fund or the Adviser (each, a “Cybersecurity Breach”), the Sub-Adviser will promptly take appropriate steps to contain or mitigate the Cybersecurity Breach, and will, without unreasonable delay, notify the Adviser and the Fund, unless such notification is otherwise informed in writing prohibited by a duly authorized officer of law enforcement or the Sub-Adviser, the Manager shall be authorized and entitled to rely on any notice, instruction, request, order or other communication, given either in writing or orally, and reasonably believed by the Manager in good faith to be given by an authorized representative of the Sub-Adviser’s regulator(s).

Representations of the Sub-Adviser. The Sub-Adviser represents and agrees that: (a) The Sub-Adviser is registered as an "investment adviser" under the Advisers Act and is currently in compliance in all material respects and shall at all times continue to comply in all material respects with the requirements imposed upon it by the Advisers Act, the 1940 Act, the Internal Revenue Code, state securities laws and all applicable rules and regulations thereunder as they relate to the services provided under this Agreement. The Sub-Adviser will immediately notify the Manager if it becomes aware of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 of the 1940 Act or any other applicable law or regulation. (b) The Sub-Adviser will maintain, keep current and accurate, and preserve all records with respect to the Portfolio as are required of it under the Advisers Act and the 1940 Act, in the manner provided by such Acts and the rules thereunder. The Sub-Adviser agrees that such records are the property of the Company, and following termination of this Agreement will be surrendered to the Company promptly upon request except to the extent that they are required to be retained by the Sub-Adviser under applicable law. Further, such records shall be open to inspection by the Company. The Sub-Adviser will also assure that the Company will have the same access as the Sub-Adviser has to records relating to the Portfolio that are held by relevant third parties. Such inspections will be at reasonable times during business hours and only upon reasonable notice of the Company's desire to make an inspection. (c) The Sub-Adviser agrees to advise the Manager of any developments, such as the reassignment of a portfolio manager, that would require Prospectus disclosure and to provide any necessary information related to such developments. (d) The Sub-Adviser has provided the Manager and the Company with a copy of its most recent and complete Form ADV and will promptly furnish them with copies of any material amendments to the Form. (e) If the Sub-Adviser's performance of its obligations under this Agreement takes place in the United Kingdom, the Sub-Adviser shall be and shall remain during the effectiveness of this Agreement, a member of the Investment Management Regulatory Organization, Ltd. ("IMRO") and thereby regulated in the conduct of Investment Business (as defined in IMRO's rules) by the IMRO. The Company and the Manager will be treated as a Non-Private Customer (as defined in IMRO's rules) of the Sub-Adviser. (f) The Sub-Adviser shall furnish the Manager with a certificate, signed by a duly authorized officer of the Sub-Adviser that designates the officers or employees of the Sub-Adviser having authority to act for and on behalf of the Sub-Adviser in connection with this Agreement. The Sub-Adviser agrees that, until such time as the Manager is otherwise informed in writing by a duly authorized officer of the Sub-Adviser, the Manager shall be authorized and entitled to rely on any notice, instruction, request, order or other communication, given either in writing or orally, and reasonably believed by the Manager in good faith to be given by an authorized representative of the Sub-Adviser. (g) The Sub-Adviser agrees to notify the Manager of any changes in the membership of the general partners of the Sub-Adviser within a reasonable time after such change.

Representations of the Sub-Adviser. The Sub-Adviser represents represents, warrants and agrees that: (a) The Sub-Adviser Adviser: (i) is registered as an "investment adviser" adviser under the Advisers Act and is currently in compliance in all material respects and shall at all times will continue to comply be so registered for so long as this Agreement remains in all material respects with the requirements imposed upon it effect; (ii) is not prohibited by the Advisers Act, the 1940 Act, the Internal Revenue CodeAdvisers Act or other law, state securities laws and all applicable rules and regulations thereunder as they relate to regulation or order from performing the services provided contemplated by this Agreement; (iii) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Trust and Adviser of any material breach of this Agreement, if any representation under this Agreement. The Sub-Adviser will immediately notify the Manager if it Agreement becomes aware of materially untrue or the occurrence of any event that the Sub-Adviser reasonably determines could have a materially adverse impact on the Sub-Adviser’s ability to provide services under this Agreement, or would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 9(a) of the 1940 Act or otherwise. To the extent permitted by law, the Sub-Adviser will also promptly notify the Trust and the Adviser if it is served or otherwise receives notice of any other applicable material action, suit, proceeding, inquiry or investigation, at law or regulationin equity, or any threat thereof, before or by any court, public board or body, directly involving the affairs of the Fund. The Sub-Adviser further agrees to, upon written request, review any statement regarding the Sub-Adviser contained in the Registration Statement with respect to the Fund and notify the Adviser or the Trust promptly if it becomes aware that any statement regarding the Sub-Adviser contained in the Registration Statement with respect to the Fund, or any amendment or supplement thereto, becomes untrue or incomplete in any material respect. (b) The Sub-Adviser will maintainhas adopted and implemented written policies and procedures, keep current and accurate, and preserve all records with respect to the Portfolio as are required of it by Rule 206(4)-7 under the Advisers Act Act, which are reasonably designed to prevent violations of Federal Securities Laws by the Sub-Adviser, its employees, officers, and agents (“Compliance Procedures”) and, the Adviser and the 1940 Act, in Trust have been provided a copy of the manner provided by such Acts Compliance Procedures and the rules thereunderany amendments thereto. The Sub-Adviser agrees that such records are will notify the property Adviser promptly of the Company, and following termination of this Agreement will be surrendered to the Company promptly upon request except to the extent that they are required to be retained by the Sub-Adviser under applicable law. Further, such records shall be open to inspection by the Companyany Material Compliance Matter. The Sub-Adviser will also assure notify the Adviser of any remedial actions that it takes in response to deficiency letters or similar communications from the Company will have the same access as the SEC or another regulator, that Sub-Adviser has is required to records relating to the Portfolio that are held by relevant third parties. Such inspections will be at reasonable times during business hours and only upon reasonable notice of the Company's desire to make an inspectiondisclose in its Form ADV. (c) The Sub-Adviser agrees has adopted a written code of ethics as required by Rule 204A-1 under the Advisers Act and Rule 17j-1 under the 1940 Act and, upon written request, will provide the Adviser and the Trust with a copy of such code of ethics, together with evidence of its adoption and a certification that the Sub-Adviser has adopted procedures reasonably necessary to advise prevent violations of such code of ethics. Upon written request, and within thirty (30) days following the Manager end of the last calendar quarter of each year that this Agreement is in effect, the Sub-Adviser shall furnish to the Trust and the Adviser: (i) a written report that describes any developmentsissues arising under the code of ethics or procedures during the relevant period, such as including, but not limited to, information about material violations of the reassignment code or procedures and sanctions imposed in response to material violations; and (ii) a written certification that the Sub-Adviser has adopted procedures reasonably necessary to prevent violations of a the code of ethics. In addition, the Sub-Adviser shall: (iii) promptly report to the Board and the Adviser in writing any material amendments to its code of ethics; (iv) promptly furnish all pertinent information regarding any material violation of the Sub-Adviser’s code of ethics by: (A) its directors, officers and partners; or (B) any person who has access to nonpublic information regarding: (I) the Fund’s purchase or sale of securities; (II) the portfolio managerholdings of the Fund; or (III) securities recommendations to the Fund; and (v) provide quarterly reports to the Adviser on any material violations of the Sub-Adviser’s code of ethics during the period so indicated. Upon the reasonable written request of the Adviser, that would require Prospectus disclosure the Sub-Adviser shall permit the Adviser, its employees or its agents to examine the reports required to be made to the Sub-Adviser by Rule 17j-1(d)(1) and to provide any necessary information related to such developmentsrecords. (d) The Sub-Adviser has provided the Manager Trust and the Company Adviser with a copy of its most recent and complete Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC and promptly will promptly furnish them with copies a copy of any material amendments to the FormTrust and the Adviser at least annually. (e) The Sub-Adviser shall furnish will notify the Manager with a certificate, signed by a duly authorized officer Trust and the Adviser of any change of control of the Sub-Adviser that designates Adviser, including any change of its general partner(s) or managing member, controlling persons or 25% shareholders, as applicable, and any changes in the officers key personnel who are either the portfolio manager(s) of the Fund Account or employees senior management of the Sub-Adviser, in each case prior to such change if the Sub-Adviser having authority is aware of such change but in any event not later than as soon as reasonably practicable after such change. The Sub-Adviser agrees that it may bear all reasonable expenses of the Trust and Adviser, if any, arising out of the Sub-Adviser’s failure to act for notify the Trust and on behalf the Adviser as set forth herein. (f) The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage from insurance providers that are in the business of regularly providing insurance coverage to investment advisers. In no event shall such coverage be less than $5,000,000. The Sub-Adviser shall upon request endeavor to provide to the Adviser any information it may reasonably require concerning the amount or scope of such insurance. (g) The Sub-Adviser will not, in violation of applicable law or regulation, use any material non-public information concerning portfolio companies that may be in or come into its possession or the possession of any of its affiliated persons or employees in providing investment advice or investment management services to the Fund. (h) The Sub-Adviser agrees that neither it, nor any of its affiliated persons, will in any way refer directly or indirectly to its relationship with the Trust, the Fund, the Adviser or any of their respective affiliated persons in offering, marketing or other promotional materials without the express written consent of the Adviser. For the avoidance of doubt, the Sub-Adviser may identify itself as a sub-adviser of the Fund during the term of this Agreement, with such right terminating upon termination of this Agreement, and the Sub-Adviser may use the performance of the Fund Account in its composite performance. (i) The Sub-Adviser agrees to promptly notify the Adviser of trade errors made by the Sub-Adviser in connection with this Agreementits management of the Fund Account. (j) The Sub-Adviser has reviewed the registration requirements of the CEA and the National Futures Association (“NFA”) relating to commodity trading advisors and is either appropriately registered with the Commodity Futures Trading Commission (“CFTC”) and a member of the NFA or exempt or excluded from CFTC registration requirements. If required by the CEA or the rules and regulations thereunder promulgated by the CFTC, the Sub-Adviser will provide the Fund and the Adviser with a copy of its most recent CFTC disclosure document or a written explanation of the reason why it is not required to deliver such a disclosure document (k) The Sub-Adviser has established and will keep in effect a “disaster recovery” preparedness plan that sets forth procedures for recovery of critical business functions at minimum operating levels and can be implemented within the time period(s) set forth in such plan. The Sub-Adviser agrees thatshall promptly notify the Adviser, until by telephone, email or such time other method of prompt communication as may be available under the Manager circumstances, of the occurrence of any event the Sub-Adviser determines has had a material impact on its operations and that requires the Sub-Adviser to implement any procedures under such plan. (l) The Sub-Adviser has administrative, technical and physical safeguards in place that comply with all laws and regulations applicable to the Sub-Adviser and, in the event the Sub-Adviser becomes aware of any network, system and/or data breach with respect to its infrastructure (including, but not limited to, a system intrusion, virus or malicious code attack, loss of data, data theft, unauthorized access to confidential information and/or nonpublic personal information, hacking incident or any acts of data xxxxxx) that results in material disruption to operating systems including trading functions, or unauthorized access to and/or use by third parties of the confidential information of the Fund or the Adviser (each, a “Cybersecurity Breach”), the Sub-Adviser will promptly take appropriate steps to contain or mitigate the Cybersecurity Breach, and will, without unreasonable delay, promptly notify the Adviser and the Fund, unless such notification is otherwise informed in writing prohibited by a duly authorized officer of law enforcement or the Sub-Adviser, the Manager shall be authorized and entitled to rely on any notice, instruction, request, order or other communication, given either in writing or orally, and reasonably believed by the Manager in good faith to be given by an authorized representative of the Sub-Adviser’s regulator(s).

Representations of the Sub-Adviser. 3.1. The Sub-Adviser represents has all requisite power and agrees that:authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement. (a) 3.2. The Sub-Adviser is registered as an "investment adviser" adviser under the Advisers Act and is currently has provided its current Form ADV, including the firm brochure and applicable brochure supplements to the Adviser. 3.3. The Sub-Adviser maintains errors and omissions insurance coverage in compliance in all material respects an appropriate amount and shall at all times continue provide prior written notice to comply the Adviser and the Trust (i) of any material changes in all its insurance policies or insurance coverage or (ii) if any material respects claims will be made on its insurance policies. Furthermore, the Sub-Adviser shall upon reasonable request provide the Adviser and the Trust with any information it may reasonably require concerning the requirements imposed upon it by amount of or scope of such insurance. 3.4. None of the Advisers ActSub-Adviser, its affiliates, or any officer, director or employee of the Sub‑Adviser or its affiliates is subject to any event set forth in Section 9 of the 1940 Act that would disqualify the Sub-Adviser from acting as an investment adviser to an investment company under the 1940 Act, the Internal Revenue Code, state securities laws and all applicable rules and regulations thereunder as they relate to the services provided under this Agreement. The Sub-Adviser will immediately promptly notify the Manager if it becomes aware Adviser and the Trust upon the Sub-Adviser’s discovery of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 9(a) of the 1940 Act or any other applicable law or regulationotherwise. (b) The Sub-Adviser will maintain, keep current and accurate, and preserve all records with respect to the Portfolio as are required of it under the Advisers Act and the 1940 Act, in the manner provided by such Acts and the rules thereunder3.5. The Sub-Adviser agrees that such records has adopted and implemented written policies and procedures, as required by Rule 206(4)‑7 under the Advisers Act, which are the property reasonably designed to prevent violations of the Company, and following termination of this Agreement will be surrendered to the Company promptly upon request except to the extent that they are required to be retained federal securities laws by the Sub-Adviser, its employees, officers, and agents. Upon reasonable notice to and reasonable request, the Sub-Adviser under applicable law. Further, shall provide the Adviser and the Trust with access to the records relating to such records shall be open policies and procedures as they relate to inspection by the CompanyFunds. The Sub-Adviser will also assure that provide, at the Company will have reasonable request of the same access Adviser or the Trust, periodic certifications, in a form reasonably acceptable to the Adviser or the Trust, attesting to such written policies and procedures. 3.6. The Sub-Adviser shall implement and maintain a business continuity plan and policies and procedures reasonably designed to prevent, detect and respond to cybersecurity threats and to implement such internal controls and other safeguards as the Sub-Adviser has reasonably believes are necessary to records relating to the Portfolio that are held by relevant third parties. Such inspections will be at reasonable times during business hours and only upon reasonable notice of the Company's desire to make an inspection. (c) The Sub-Adviser agrees to advise the Manager of any developments, such as the reassignment of a portfolio manager, that would require Prospectus disclosure and to provide any necessary protect each Fund’s confidential information related to such developments. (d) The Sub-Adviser has provided the Manager and the Company with a copy nonpublic personal information of its most recent and complete Form ADV and will promptly furnish them with copies of any material amendments to the Form. (e) Fund shareholders. The Sub-Adviser shall furnish promptly notify the Manager with a certificate, signed by a duly authorized officer Adviser and the Trust of the Sub-Adviser that designates the officers any material violations or employees breaches of the Sub-Adviser having authority to act for such policies and on behalf of the Sub-Adviser in connection with this Agreementprocedures. 3.7. The Sub-Adviser agrees that, until such time as the Manager is otherwise informed will not engage in writing by a duly authorized officer of the Sub-Adviser, the Manager shall be authorized and entitled to rely on any notice, instruction, request, order securities or other communication, given either in writing or orally, and reasonably believed by the Manager in good faith to be given by an authorized representative transactions on behalf of the Sub-Advisera Fund.

Representations of the Sub-Adviser. The Sub-Adviser represents represents, warrants and agrees that: (a) The Sub-Adviser Adviser: (i) is registered as an "investment adviser" adviser under the Advisers Act and is currently in compliance in all material respects and shall at all times will continue to comply be so registered for so long as this Agreement remains in all material respects with the requirements imposed upon it effect; (ii) is not prohibited by the Advisers Act, the 1940 Act, the Internal Revenue CodeAdvisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state securities laws and all requirements applicable rules and regulations thereunder as they relate to the services provided under this Agreement. The Sub-Adviser and the Sub-Adviser’s work on behalf of the Trust and the Fund, or the applicable requirements of any regulatory or industry self-regulatory organization necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will immediately promptly notify the Manager Trust and Adviser of any material breach of this Agreement, if it the Sub-Adviser has actual knowledge that any representation under this Agreement becomes aware of untrue or the occurrence of any event, if such misrepresentation or event that could reasonably have a materially adverse impact on the Sub-Adviser’s ability to provide services under this Agreement or would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 9(a) of the 1940 Act or otherwise. The Sub-Adviser will also promptly notify the Trust and the Adviser if it is served or otherwise receives notice of any other applicable action, suit, proceeding, inquiry or investigation, at law or regulationin equity, before or by any court, public board or body, directly involving the affairs of the Fund. The Sub-Adviser further agrees to, upon request, review any statement regarding the Sub-Adviser contained in the Registration Statement with respect to the Fund and notify the Adviser or the Trust promptly if any statement regarding the Sub-Adviser contained in the Registration Statement with respect to the Fund, or any amendment or supplement thereto, is untrue or incomplete in any material respect. Notwithstanding anything to the contrary in this Agreement, any obligation to deliver notice hereunder is limited to the extent such notification is prohibited by law, rule or regulation or may be delayed if requested by any governmental, regulatory or self-regulatory organization. (b) The Sub-Adviser will maintainhas adopted and implemented written policies and procedures, keep current and accurate, and preserve all records with respect to the Portfolio as are required of it by Rule 206(4)-7 under the Advisers Act Act, which are reasonably designed to prevent violations of federal securities laws by the Sub-Adviser, its employees, officers, and agents (“Compliance Procedures”) and, the Adviser and the 1940 Act, in Trust have been provided a copy of the manner provided by such Acts Compliance Procedures and the rules thereunderany amendments thereto. The Sub-Adviser agrees that such records are will notify the property Adviser promptly of any “Material Compliance Matter” (as defined in Rule 38a-1 under the Company, and following termination of this Agreement will be surrendered to the Company promptly upon request except to the extent that they are required to be retained by the Sub-Adviser under applicable law. Further, such records shall be open to inspection by the Company1940 Act). The Sub-Adviser will also assure notify the Adviser of any remedial actions that the Company will have the same access as the Sub-Adviser has it takes in response to records relating to the Portfolio that are held by relevant third parties. Such inspections will be at reasonable times during business hours and only upon reasonable notice of the Company's desire to make an inspectionsuch Material Compliance Matters. (c) The Sub-Adviser agrees has adopted a written code of ethics as required by with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-1 under the 1940 Act and will provide the Adviser and the Trust with a copy of such code of ethics, together with evidence of its adoption and a certification that the Sub-Adviser has adopted procedures reasonably necessary to advise prevent violations of such code of ethics. Within thirty (30) days following the Manager end of the last calendar quarter of each year that this Agreement is in effect, the Sub-Adviser shall furnish to the Trust and the Adviser: (i) a written report that describes any developmentsissues arising under the code of ethics or procedures during the relevant period, including, but not limited to, information about material violations of the code or procedures and sanctions imposed in response to material violations; and (ii) a written certification that the Sub-Adviser has adopted procedures reasonably necessary to prevent violations of the code of ethics. In addition, the Sub-Adviser shall: (iii) promptly report to the Board in writing any material amendments to its code of ethics; (iv) immediately furnish to the Board all information regarding any material violation of the code of ethics by any person who would be considered an “Access Person” under the Trust’s and Adviser’s code of ethics, if such as person were not subject to the reassignment Sub-Adviser’s code of a portfolio managerethics; and (v) provide quarterly reports to the Adviser on any material violations of the Sub-Adviser’s code of ethics during the period so indicated. Upon the reasonable written request of the Adviser, that would require Prospectus disclosure the Sub-Adviser shall permit the Adviser, its employees or its agents to examine the reports required to be made to the Sub-Adviser by Rule 17j-1(d)(1) and related records relevant to provide any necessary information related to such developmentsthe Sub-Adviser’s code of ethics. (d) The Sub-Adviser has provided the Manager Trust and the Company Adviser with a copy of its most recent and complete Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC and promptly will promptly furnish them with copies a copy of any material amendments to the FormTrust and the Adviser at least annually. Such amendments shall reflect significant developments affecting the Sub-Adviser, as required by the Advisers Act. (e) The Sub-Adviser shall furnish will notify the Manager with a certificate, signed by a duly authorized officer Trust and the Adviser of any change of control of the Sub-Adviser that designates Adviser, including any change of its general partners, controlling persons or 25% shareholders, as applicable, and any changes in the officers key personnel who are either the portfolio manager(s) of the Fund Account or employees senior management of the Sub-Adviser, in each case prior to such change if the Sub-Adviser having authority is aware of such change but in any event not later than promptly after such change. The Sub-Adviser agrees to act for bear all reasonable expenses of the Trust and on behalf Adviser, if any, arising out of such change. (f) The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage in an amount agreed upon from time to time by the Adviser and Sub-Adviser. In no event shall such coverage be less than $5,000,000. The Sub-Adviser shall, upon request, provide to the Adviser any information it may reasonably require concerning the amount or scope of such insurance. The Sub-Adviser shall, upon request, provide written notice to the Adviser of any material changes in its insurance policies or insurance coverage. (g) The Sub-Adviser will not, in knowing violation of applicable law or regulation, use any material non-public information concerning portfolio companies that may be in or come into its possession or the possession of any of its affiliated persons or employees in providing investment advice or investment management services to the Fund. (h) The Sub-Adviser agrees that neither it, nor any of its affiliated persons, will in any way refer directly or indirectly to its relationship with the Trust, the Fund, the Adviser or any of their respective affiliated persons in offering, marketing or other promotional materials without the express written consent of the Adviser. For the avoidance of doubt, the Sub-Adviser may identify itself as a sub-adviser of the Fund during the term of this Agreement, which such right terminating upon termination of this Agreement, and the Sub-Adviser may use the performance of the Fund Account in its composite performance. (i) The Sub-Adviser agrees to, in accordance with its compliance policies and procedures, notify the Adviser, as soon as practicable, of errors, including trade errors, made by the Sub-Adviser in connection with this Agreementits management of the Fund Account. (j) The Sub-Adviser has reviewed the registration requirements of the CEA and the National Futures Association (“NFA”) relating to commodity trading advisors and is either appropriately registered with the Commodity Futures Trading Commission (“CFTC”) and a member of the NFA or exempt or excluded from CFTC registration requirements. If required by the CEA or the rules and regulations thereunder promulgated by the CFTC, the Sub-Adviser will provide the Fund with a copy of its most recent CFTC disclosure document or a written explanation of the reason why it is not required to deliver such a disclosure document. (k) The Sub-Adviser has established and will keep in effect a “disaster recovery” preparedness plan that sets forth procedures for recovery of critical business functions at minimum operating levels and can be implemented within a 24-hour time period. The Sub-Adviser agrees thatshall notify the Adviser, until as soon as practicable by telephone, email or such time other method of prompt communication as may be available under the Manager circumstances, of the occurrence of any event the Sub-Adviser determines has had a material impact on its operations and that requires the Sub-Adviser to implement any procedures under such plan. (l) The Sub-Adviser has administrative, technical and physical safeguards in place that comply with all laws and regulations applicable to the Sub-Adviser and are reasonably designed to meet or exceed the information security standards and practices that are commonly utilized by similarly sized managers in the asset management industry and, in the event the Sub-Adviser becomes aware of any actual or suspected network, system and/or data breach with respect to its infrastructure (including, but not limited to, a system intrusion, virus or malicious code attack, loss of data, data theft, unauthorized access to confidential information and/or nonpublic personal information, hacking incident or any acts of data xxxxxx) that results in unauthorized access to and/or use by third parties of the confidential information of the Fund or the Adviser (each, a “Cybersecurity Breach”), the Sub-Adviser will promptly take appropriate steps to contain or mitigate the Cybersecurity Breach, and will use reasonable efforts to, without unreasonable delay, notify the Adviser and the Fund, unless such notification is otherwise informed in writing prohibited by a duly authorized officer of law enforcement or the Sub-Adviser, the Manager shall be authorized and entitled to rely on any notice, instruction, request, order or other communication, given either in writing or orally, and reasonably believed by the Manager in good faith to be given by an authorized representative of the Sub-Adviser’s regulator(s).

Representations of the Sub-Adviser. The Sub-Adviser represents represents, warrants, and agrees thatcovenants to the Adviser and the Trust as follows: (a) 3.1. The Sub-Adviser has all requisite power and authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement; 3.2. The Sub-Adviser is registered as an "investment adviser" adviser under the Advisers Act and is currently has provided its current Form ADV, including the firm brochure and applicable brochure supplements to the Adviser; 3.3. The Sub-Adviser maintains errors and omissions insurance coverage in compliance in all material respects an appropriate amount and shall at all times continue provide prior written notice to comply the Adviser and the Trust (i) of any material changes in all its insurance policies or insurance coverage or (ii) if any material respects claims will be made on its insurance policies. Furthermore, the Sub-Adviser shall upon reasonable request provide the Adviser and the Trust with any information it may reasonably require concerning the requirements imposed upon it by amount of or scope of such insurance; 3.4. None of the Advisers ActSub-Adviser, its affiliates, or any officer, director or employee of the Sub-Adviser or its affiliates is subject to any event set forth in Section 9 of the 1940 Act that would disqualify the Sub-Adviser from acting as an investment adviser to an investment company under the 1940 Act, the Internal Revenue Code, state securities laws and all applicable rules and regulations thereunder as they relate to the services provided under this Agreement. The Sub-Adviser will immediately promptly notify the Manager if it becomes aware Adviser and the Trust upon the Sub-Adviser’s discovery of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 9(a) of the 1940 Act or any other applicable law or regulation.otherwise; (b) The Sub-Adviser will maintain, keep current and accurate, and preserve all records with respect to the Portfolio as are required of it under the Advisers Act and the 1940 Act, in the manner provided by such Acts and the rules thereunder3.5. The Sub-Adviser agrees that such records has adopted, implemented and will maintain written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are the property reasonably designed to prevent violations of the Company, and following termination of this Agreement will be surrendered to the Company promptly upon request except to the extent that they are required to be retained federal securities laws by the Sub-Adviser, its employees, officers, and agents; 3.6. The Sub-Adviser has adopted and implemented and will maintain written policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (as such term is defined in Rule 38a-1 under applicable law. Further, such records shall be open to inspection the 1000 Xxx) by the CompanyFunds and the Sub-Adviser (the policies and procedures referred to in this Section 3.6, along with the policies and procedures referred to in Section 3.5, are referred to herein as the Sub-Adviser’s “Compliance Program”); 3.7. Upon reasonable notice to and reasonable request, the Sub-Adviser shall provide the Adviser and the Trust with access to the records relating to the Compliance Program as they relate to the Funds. The Sub-Adviser will also assure that provide, at the Company will have reasonable request of the same access Adviser or the Trust, periodic certifications, in a form reasonably acceptable to the Adviser or the Trust, attesting to such written policies and procedures; 3.8. The Sub-Adviser shall implement and maintain a business continuity plan and policies and procedures reasonably designed to prevent, detect and respond to cybersecurity threats and to implement such internal controls and other safeguards as the Sub-Adviser has reasonably believes are necessary to records relating protect each Fund’s confidential information and the nonpublic personal information of Fund shareholders. The Sub-Adviser shall promptly notify the Adviser and the Trust of any material violations or breaches of such policies and procedures; 3.9. The Sub-Adviser will not engage in any futures transactions, options on futures transactions or transactions in other commodity interests on behalf of a Fund prior to the Portfolio that are held by relevant third parties. Such inspections will be at reasonable times during business hours and only upon reasonable Sub-Adviser becoming registered or filing a notice of exemption on behalf of the Company's desire to make an inspection.Fund with the National Futures Association; and (c) The 3.10. Upon the Adviser’s request, the Sub-Adviser agrees to advise provide reasonable assistance with the Manager of any developments, such as liquidity classifications required under each Fund’s liquidity risk management program when implemented in accordance with Rule 22e-4 under the reassignment of a portfolio manager, that would require Prospectus disclosure and to provide any necessary information related to such developments1000 Xxx. (d) The Sub-Adviser has provided the Manager and the Company with a copy of its most recent and complete Form ADV and will promptly furnish them with copies of any material amendments to the Form. (e) The Sub-Adviser shall furnish the Manager with a certificate, signed by a duly authorized officer of the Sub-Adviser that designates the officers or employees of the Sub-Adviser having authority to act for and on behalf of the Sub-Adviser in connection with this Agreement3.11. The Sub-Adviser agrees that, until such time will notify the Adviser and the Trust of any assignment (as defined in the Manager is otherwise informed in writing by a duly authorized officer 1000 Xxx) of this Agreement or change of control of the Sub-Adviser, as applicable, in each case prior to or promptly after, such change. Notwithstanding any other provision hereunder, the Manager shall be authorized Sub-Adviser hereby agrees to bear any and entitled all expenses of the Trust, including but not limited to rely on any noticecosts and expenses (including reasonable attorneys’ fees) related to any regulatory filings, instructionshareholder notifications and solicitation of shareholder approval, requestif any, order arising out of or other communication, given either in writing related to any such assignment or orally, and reasonably believed by the Manager in good faith to be given by an authorized representative change of control of the Sub-Adviser.

Representations of the Sub-Adviser. 3.1. The Sub-Adviser represents has all requisite power and agrees that:authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement. (a) 3.2. The Sub-Adviser is registered as an "investment adviser" adviser under the Advisers Act and is currently has provided its current Form ADV, including the firm brochure and applicable brochure supplements to the Adviser. 3.3. The Sub-Adviser maintains errors and omissions insurance coverage in compliance in all material respects an appropriate amount and shall at all times continue provide prior written notice to comply the Adviser and the Trust (i) of any material changes in all its insurance policies or insurance coverage or (ii) if any material respects claims will be made on its insurance policies. Furthermore, the Sub-Adviser shall upon reasonable request provide the Adviser and the Trust with any information it may reasonably require concerning the requirements imposed upon it by amount of or scope of such insurance. 3.4. None of the Advisers ActSub-Adviser, its affiliates, or any officer, director or employee of the Sub-Adviser or its affiliates is subject to any event set forth in Section 9 of the 1940 Act that would disqualify the Sub-Adviser from acting as an investment adviser to an investment company under the 1940 Act, the Internal Revenue Code, state securities laws and all applicable rules and regulations thereunder as they relate to the services provided under this Agreement. The Sub-Adviser will immediately promptly notify the Manager if it becomes aware Adviser and the Trust upon the Sub-Adviser’s discovery of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 9(a) of the 1940 Act or any other applicable law or regulationotherwise. (b) The Sub-Adviser will maintain, keep current and accurate, and preserve all records with respect to the Portfolio as are required of it under the Advisers Act and the 1940 Act, in the manner provided by such Acts and the rules thereunder3.5. The Sub-Adviser agrees that such records has adopted and implemented written policies and procedures, as required by Rule 206(4)‑ 7 under the Advisers Act, which are the property reasonably designed to prevent violations of the Company, and following termination of this Agreement will be surrendered to the Company promptly upon request except to the extent that they are required to be retained federal securities laws by the Sub-Adviser, its employees, officers, and agents. Upon reasonable notice to and reasonable request, the Sub-Adviser under applicable law. Further, shall provide the Adviser and the Trust with access to the records relating to such records shall be open policies and procedures as they relate to inspection by the CompanyFunds. The Sub-Adviser will also assure that provide, at the Company will have reasonable request of the same access Adviser or the Trust, periodic certifications, in a form reasonably acceptable to the Adviser or the Trust, attesting to such written policies and procedures. 3.6. The Sub-Adviser shall implement and maintain a business continuity plan and policies and procedures reasonably designed to prevent, detect and respond to cybersecurity threats and to implement such internal controls and other safeguards as the Sub-Adviser has reasonably believes are necessary to records relating protect each Fund’s confidential information and the nonpublic personal information of Fund shareholders. The Sub-Adviser shall promptly notify the Adviser and the Trust of any material violations or breaches of such policies and procedures. 3.7. The Sub-Adviser will not recommend that a Fund engage in any futures transactions, options on futures transactions or transactions in other commodity interests prior to the Portfolio that are held by relevant third parties. Such inspections will be at reasonable times during business hours both the Sub-Adviser and only upon reasonable the Adviser (or the Trading Adviser, as the case may be) becoming registered or filing a notice of exemption on behalf of the Company's desire to make an inspectionFund with the National Futures Association. (c) 3.8. The Sub-Adviser agrees to advise provide reasonable assistance with the Manager of any developments, such as liquidity classifications required under each Fund’s liquidity risk management program when implemented in accordance with Rule 22e‑ 4 under the reassignment of a portfolio manager, that would require Prospectus disclosure and to provide any necessary information related to such developments1940 Act. (d) The Sub-Adviser has provided the Manager and the Company with a copy of its most recent and complete Form ADV and will promptly furnish them with copies of any material amendments to the Form. (e) The Sub-Adviser shall furnish the Manager with a certificate, signed by a duly authorized officer of the Sub-Adviser that designates the officers or employees of the Sub-Adviser having authority to act for and on behalf of the Sub-Adviser in connection with this Agreement. The Sub-Adviser agrees that, until such time as the Manager is otherwise informed in writing by a duly authorized officer of the Sub-Adviser, the Manager shall be authorized and entitled to rely on any notice, instruction, request, order or other communication, given either in writing or orally, and reasonably believed by the Manager in good faith to be given by an authorized representative of the Sub-Adviser.

Representations of the Sub-Adviser. 3.1 The Sub-Adviser represents has all requisite power and agrees that:authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement. (a) 3.2 The Sub-Adviser is registered as an "investment adviser" adviser under the Advisers Act and is currently has provided its current Form ADV, including the firm brochure and applicable brochure supplements to the Adviser. 3.3 The Sub-Adviser maintains errors and omissions insurance coverage in compliance in all material respects an appropriate amount and shall at all times continue provide prior written notice to comply the Adviser and the Trust (i) of any material changes in all its insurance policies or insurance coverage or (ii) if any material respects claims will be made on its insurance policies. Furthermore, the Sub-Adviser shall upon reasonable request provide the Adviser and the Trust with any information it may reasonably require concerning the requirements imposed upon it by amount of or scope of such insurance. 3.4 None of the Advisers ActSub-Adviser, its affiliates, or any officer, director or employee of the Sub‑Adviser or its affiliates is subject to any event set forth in Section 9 of the 1940 Act that would disqualify the Sub-Adviser from acting as an investment adviser to an investment company under the 1940 Act, the Internal Revenue Code, state securities laws and all applicable rules and regulations thereunder as they relate to the services provided under this Agreement. The Sub-Adviser will immediately promptly notify the Manager if it becomes aware Adviser and the Trust upon the Sub-Adviser’s discovery of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 9(a) of the 1940 Act or any other applicable law or regulationotherwise. (b) 3.5 The Sub-Adviser will maintainhas adopted and implemented written policies and procedures, keep current and accurate, and preserve all records with respect to the Portfolio as are required of it by Rule 206(4)‑7 under the Advisers Act and the 1940 Act, in the manner provided by such Acts and the rules thereunder. The Sub-Adviser agrees that such records which are the property reasonably designed to prevent violations of the Company, and following termination of this Agreement will be surrendered to the Company promptly upon request except to the extent that they are required to be retained federal securities laws by the Sub-Adviser, its employees, officers, and agents. Upon reasonable notice to and reasonable request, the Sub-Adviser under applicable law. Further, shall provide the Adviser and the Trust with access to the records relating to such records shall be open policies and procedures as they relate to inspection by the CompanyFund(s). The Sub-Adviser will also assure that provide, at the Company will have reasonable request of the same access Adviser or the Trust, periodic certifications, in a form reasonably acceptable to the Adviser or the Trust, attesting to such written policies and procedures. 3.6 The Sub-Adviser shall implement and maintain a business continuity plan and policies and procedures reasonably designed to prevent, detect and respond to cybersecurity threats and to implement such internal controls and other safeguards as the Sub-Adviser has reasonably believes are necessary to records relating protect each Fund’s confidential information and the nonpublic personal information of Fund shareholders. The Sub-Adviser shall promptly notify the Adviser and the Trust of any material violations or breaches of such policies and procedures. 3.7 The Sub-Adviser will not engage in any futures transactions, options on futures transactions or transactions in other commodity interests on behalf of a Fund prior to the Portfolio that are held by relevant third parties. Such inspections will be at reasonable times during business hours and only upon reasonable Sub-Adviser becoming registered or filing a notice of exemption on behalf of the Company's desire to make an inspectionFund with the National Futures Association. (c) 3.8 The Sub-Adviser agrees to advise provide reasonable assistance with the Manager of any developments, such as liquidity classifications required under each Fund’s liquidity risk management program when implemented in accordance with Rule 22e‑4 under the reassignment of a portfolio manager, that would require Prospectus disclosure and to provide any necessary information related to such developments1940 Act. (d) The Sub-Adviser has provided the Manager and the Company with a copy of its most recent and complete Form ADV and will promptly furnish them with copies of any material amendments to the Form. (e) The Sub-Adviser shall furnish the Manager with a certificate, signed by a duly authorized officer of the Sub-Adviser that designates the officers or employees of the Sub-Adviser having authority to act for and on behalf of the Sub-Adviser in connection with this Agreement. The Sub-Adviser agrees that, until such time as the Manager is otherwise informed in writing by a duly authorized officer of the Sub-Adviser, the Manager shall be authorized and entitled to rely on any notice, instruction, request, order or other communication, given either in writing or orally, and reasonably believed by the Manager in good faith to be given by an authorized representative of the Sub-Adviser.

Representations of the Sub-Adviser. 3.1. The Sub-Adviser represents has all requisite power and agrees that:authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement. (a) 3.2. The Sub-Adviser is registered as an "investment adviser" adviser under the Advisers Act and is currently has provided its current Form ADV, including the firm brochure and applicable brochure supplements to the Adviser. 3.3. The Sub-Adviser maintains errors and omissions insurance coverage in compliance in all material respects an appropriate amount and shall at all times continue provide prior written notice to comply the Adviser and the Trust (i) of any material changes in all its insurance policies or insurance coverage or (ii) if any material respects claims will be made on its insurance policies. Furthermore, the Sub-Adviser shall upon reasonable request provide the Adviser and the Trust with any information they may reasonably require concerning the requirements imposed upon it by amount of or scope of such insurance. 3.4. None of the Advisers ActSub-Adviser, its affiliates, or any officer, director or employee of the Sub-Adviser or its affiliates is subject to any event set forth in Section 9 of the 1940 Act that would disqualify the Sub-Adviser from acting as an investment adviser to an investment company under the 1940 Act, the Internal Revenue Code, state securities laws and all applicable rules and regulations thereunder as they relate to the services provided under this Agreement. The Sub-Adviser will immediately promptly notify the Manager if it becomes aware Adviser and the Trust upon the Sub-Adviser’s discovery of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 9(a) of the 1940 Act or any other applicable law or regulationotherwise. (b) The Sub-Adviser will maintain, keep current and accurate, and preserve all records with respect to the Portfolio as are required of it under the Advisers Act and the 1940 Act, in the manner provided by such Acts and the rules thereunder3.5. The Sub-Adviser agrees that such records has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are the property reasonably designed to prevent violations of the Company, and following termination of this Agreement will be surrendered to the Company promptly upon request except to the extent that they are required to be retained federal securities laws by the Sub-Adviser, its employees, officers, and agents. Upon reasonable notice to and reasonable request, the Sub-Adviser under applicable law. Further, shall provide the Adviser and the Trust with access to the records relating to such records shall be open policies and procedures as they relate to inspection by the CompanyFunds. The Sub-Adviser will also assure that provide, at the Company will have reasonable request of the same access Adviser or the Trust, periodic certifications, in a form reasonably acceptable to the Adviser or the Trust, attesting to such written policies and procedures. 3.6. The Sub-Adviser shall implement and maintain a business continuity plan and policies and procedures reasonably designed to prevent, detect and respond to cybersecurity threats and to implement such internal controls and other safeguards as the Sub-Adviser has reasonably believes are necessary to records relating to the Portfolio that are held by relevant third parties. Such inspections will be at reasonable times during business hours and only upon reasonable notice of the Company's desire to make an inspection. (c) The Sub-Adviser agrees to advise the Manager of any developments, such as the reassignment of a portfolio manager, that would require Prospectus disclosure and to provide any necessary protect each Fund’s confidential information related to such developments. (d) The Sub-Adviser has provided the Manager and the Company with a copy nonpublic personal information of its most recent and complete Form ADV and will promptly furnish them with copies of any material amendments to the Form. (e) Fund shareholders. The Sub-Adviser shall furnish promptly notify the Manager with a certificate, signed by a duly authorized officer Adviser and the Trust of the Sub-Adviser that designates the officers any material violations or employees breaches of the Sub-Adviser having authority to act for such policies and on behalf of the Sub-Adviser in connection with this Agreement. The Sub-Adviser agrees that, until such time as the Manager is otherwise informed in writing by a duly authorized officer of the Sub-Adviser, the Manager shall be authorized and entitled to rely on any notice, instruction, request, order or other communication, given either in writing or orally, and reasonably believed by the Manager in good faith to be given by an authorized representative of the Sub-Adviserprocedures.

Representations of the Sub-Adviser. 3.1. The Sub-Adviser represents has all requisite power and agrees that:authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement. (a) 3.2. The Sub-Adviser is registered as an "investment adviser" adviser under the Advisers Act and is currently has provided its current Form ADV, including the firm brochure and applicable brochure supplements to the Adviser. 3.3. The Sub-Adviser maintains errors and omissions insurance coverage in compliance in all material respects an appropriate amount and shall at all times continue provide prior written notice to comply the Adviser and the Trust (i) of any material changes in all its insurance policies or insurance coverage or (ii) if any material respects claims will be made on its insurance policies. Furthermore, the Sub-Adviser shall upon reasonable request provide the Adviser and the Trust with any information they may reasonably require concerning the requirements imposed upon it by amount of or scope of such insurance. 3.4. None of the Advisers Sub-Adviser, its affiliates, or any officer, director or employee of the Sub-Adviser or its affiliates is subject to any event set forth in Section 9 of the Investment Company Act of 1940, as amended (the “1940 Act”), that would disqualify the Sub-Adviser from acting as an investment adviser to an investment company under the 1940 Act, the Internal Revenue Code, state securities laws and all applicable rules and regulations thereunder as they relate to the services provided under this Agreement. The Sub-Adviser will immediately promptly notify the Manager if it becomes aware Adviser and the Trust upon the Sub-Adviser’s discovery of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 9(a) of the 1940 Act or any other applicable law or regulationotherwise. (b) The Sub-Adviser will maintain, keep current and accurate, and preserve all records with respect to the Portfolio as are required of it under the Advisers Act and the 1940 Act, in the manner provided by such Acts and the rules thereunder3.5. The Sub-Adviser agrees that such records has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are the property reasonably designed to prevent violations of the Company, and following termination of this Agreement will be surrendered to the Company promptly upon request except to the extent that they are required to be retained federal securities laws by the Sub-Adviser, its employees, officers, and agents. Upon reasonable notice to and reasonable request, the Sub-Adviser under applicable law. Further, shall provide the Adviser and the Trust with access to the records relating to such records shall be open policies and procedures as they relate to inspection by the CompanyFund. The Sub-Adviser will also assure that provide, at the Company will have reasonable request of the same access Adviser or the Trust, periodic certifications, in a form reasonably acceptable to the Adviser or the Trust, attesting to such written policies and procedures. 3.6. The Sub-Adviser shall implement and maintain a business continuity plan and policies and procedures reasonably designed to prevent, detect and respond to cybersecurity threats and to implement such internal controls and other safeguards as the Sub-Adviser has reasonably believes are necessary to records relating to protect the Portfolio that are held by relevant third partiesFund’s confidential information and the nonpublic personal information of Fund shareholders. Such inspections will be at reasonable times during business hours and only upon reasonable notice of the Company's desire to make an inspection. (c) The Sub-Adviser agrees to advise shall promptly notify the Manager Adviser and the Trust of any developments, material violations or breaches of such as the reassignment of a portfolio manager, that would require Prospectus disclosure policies and to provide any necessary information related to such developmentsprocedures. (d) 3.7. The Sub-Adviser has provided reviewed the Manager registration requirements of the Commodity Exchange Act (the “CEA”) and the Company National Futures Association (“NFA”) relating to commodity trading advisors and is either appropriately registered with the Commodity Futures Trading Commission (“CFTC”) and a copy of its most recent and complete Form ADV and will promptly furnish them with copies of any material amendments to the Form. (e) The Sub-Adviser shall furnish the Manager with a certificate, signed by a duly authorized officer member of the Sub-Adviser that designates the officers NFA or employees of the Sub-Adviser having authority to act for and on behalf of the Sub-Adviser in connection with this Agreementexempt or excluded from CFTC registration requirements. The Sub-Adviser agrees that, until such time undertakes to make any notice filings as may be required by the Manager is otherwise informed CFTC in writing by a duly authorized officer of the Sub-Adviser, the Manager shall be authorized and entitled order to rely on any notice, instruction, request, order or other communication, given either the exemption in writing or orally, and reasonably believed by CFTC Rule 4.7 with respect to the Manager in good faith to be given by an authorized representative of the Sub-AdviserFund.

Representations of the Sub-Adviser. The Sub-Adviser represents represents, warrants and agrees thatas follows: (a) A. The Sub-Adviser (i) is registered as an "investment adviser" adviser under the Advisers Act and is currently in compliance in all material respects and shall at all times will continue to comply be so registered for so long as this Agreement remains in all material respects with the requirements imposed upon it effect; (ii) is not prohibited by the Advisers Investment Company Act, the 1940 ActAdvisers Act or other law, the Internal Revenue Code, state securities laws and all applicable rules and regulations thereunder as they relate to regulation or order from performing the services provided under contemplated by this Agreement. The Sub; (iii) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-Adviser regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will immediately promptly notify the Manager if it becomes aware Investment Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 9(a) of the 1940 Investment Company Act or any other applicable law or regulation. (b) The Sub-Adviser will maintain, keep current and accurate, and preserve all records with respect to the Portfolio as are required of it under the Advisers Act and the 1940 Act, in the manner provided by such Acts and the rules thereunder. The Sub-Adviser agrees that such records are the property of the Company, and following termination of this Agreement will be surrendered to the Company promptly upon request except to the extent that they are required to be retained by the Sub-Adviser under applicable law. Further, such records shall be open to inspection by the Companyotherwise. The Sub-Adviser will also assure promptly notify each Fund and the Investment 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, government agency, self-regulatory organization, public board or body, involving the affairs of the Portfolio(s) or the Sub-Adviser, provided, however, that the Company will have the same access as routine regulatory examinations of the Sub-Adviser has shall not be required to records relating to the Portfolio that are held be reported by relevant third parties. Such inspections will be at reasonable times during business hours and only upon reasonable notice of the Company's desire to make an inspectionthis provision. (c) B. The Sub-Adviser agrees is currently in compliance and shall at all times continue to advise be in compliance with the Manager of any developments, such as requirements imposed upon the reassignment of a portfolio manager, that would require Prospectus disclosure Sub-Adviser by applicable law and to provide any necessary information related to such developmentsregulations. (d) C. The Sub-Adviser has provided the Manager and the Company Investment Adviser with a copy of its most recent and complete Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC and promptly will promptly furnish them with copies a copy of any material all amendments to the Form. (e) The Sub-Trust and the Investment Adviser at least annually. Such amendments shall furnish the Manager with a certificate, signed by a duly authorized officer of reflect all changes in the Sub-Adviser that designates the officers Adviser’s organizational structure, professional staff or employees of other significant developments affecting the Sub-Adviser having authority to act for and on behalf of Adviser, as required by the Sub-Adviser in connection with this Agreement. Advisers Act. D. The Sub-Adviser agrees thatto maintain an appropriate level of errors and omissions or professional liability insurance coverage. E. The Sub-Adviser agrees that neither it, until such time as nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Manager is otherwise informed Portfolio(s), the Investment Adviser or any of their respective affiliates in writing by a duly authorized officer offering, marketing or other promotional materials without the express written consent of the Sub-Portfolio or Investment Adviser, as applicable, except as required by rule, regulation or upon the Manager shall be authorized and entitled to rely on any notice, instruction, request, order or other communication, given either in writing or orally, and reasonably believed by the Manager in good faith to be given by an authorized representative request of the Sub-Advisera governmental authority.

Representations of the Sub-Adviser. 3.1. The Sub-Adviser represents has all requisite power and agrees that:authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement. (a) 3.2. The Sub-Adviser is registered as an "investment adviser" adviser under the Advisers Act and is currently has provided its current Form ADV, including the firm brochure and applicable brochure supplements to the Adviser. 3.3. The Sub-Adviser maintains errors and omissions insurance coverage in compliance in all material respects a commercially reasonable amount and shall at all times continue provide prior written notice to comply the Adviser and the Trust (i) of any material changes in all its insurance policies or insurance coverage or (ii) if any material respects claims will be made on its insurance policies. Furthermore, the Sub-Adviser shall upon reasonable request provide the Adviser and the Trust with any information they may reasonably require concerning the requirements imposed upon it by amount of or scope of such insurance. 3.4. None of the Advisers ActSub-Adviser, its affiliates, or any officer, director or employee of the Sub-Adviser or its affiliates is subject to any event set forth in Section 9 of the 1940 Act that would disqualify the Sub-Adviser from acting as an investment adviser to an investment company under the 1940 Act, the Internal Revenue Code, state securities laws and all applicable rules and regulations thereunder as they relate to the services provided under this Agreement. The Sub-Adviser will immediately promptly notify the Manager if it becomes aware Adviser and the Trust upon the Sub-Adviser’s discovery of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 9(a) of the 1940 Act or any other applicable law or regulationotherwise. (b) The Sub-Adviser will maintain, keep current and accurate, and preserve all records with respect to the Portfolio as are required of it under the Advisers Act and the 1940 Act, in the manner provided by such Acts and the rules thereunder3.5. The Sub-Adviser agrees that such records has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are the property reasonably designed to prevent violations of the Company, and following termination of this Agreement will be surrendered to the Company promptly upon request except to the extent that they are required to be retained federal securities laws by the Sub-Adviser, its employees, and officers, and any other supervised persons. Upon reasonable notice to and reasonable request, the Sub-Adviser under applicable law. Further, shall provide the Adviser and the Trust with access to the records relating to such records shall be open policies and procedures as they relate to inspection by the CompanyFunds. The Sub-Adviser will also assure that provide, at the Company will have reasonable request of the same access Adviser or the Trust, periodic certifications, in a form reasonably acceptable to the Adviser or the Trust, attesting to such written policies and procedures. 3.6. The Sub-Adviser shall implement and maintain a business continuity plan and policies and procedures reasonably designed to prevent, detect and respond to cybersecurity threats and to implement such internal controls and other safeguards as the Sub-Adviser has reasonably believes are necessary to records protect each Fund’s confidential information and the nonpublic personal information of Fund shareholders. The Sub-Adviser shall promptly notify the Adviser and the Trust of any material violations or breaches of such policies and procedures relating to a Fund. 3.7. To the Portfolio that are held by relevant third parties. Such inspections extent the Sub-Adviser is exercising fully discretionary trading authority, if any, the Sub-Adviser will be at reasonable times during business hours and only upon reasonable not engage in any futures transactions, options on futures transactions or transactions in other commodity interests on behalf of a Fund prior to the Sub-Adviser becoming registered or filing a notice of exemption on behalf of the Company's desire Fund with the National Futures Association (the “NFA”) to make an inspectionthe extent such registration or notice of exemption is required by applicable law. To the extent the Sub-Adviser has “non-discretionary” trading authority, the Sub-Adviser will not recommend that a Fund engage in any futures transactions, options on futures transactions or transactions in other commodity interests prior to the Sub-Adviser becoming registered or filing a notice of exemption on behalf of the Fund with the NFA to the extent such registration or notice of exemption is required by applicable law. (c) 3.8. The Sub-Adviser agrees to advise the Manager of any developmentsprovide, such as the reassignment of a portfolio manager, that would require Prospectus disclosure and to provide any necessary information related to such developments. (d) The Sub-Adviser has provided the Manager and the Company with a copy of its most recent and complete Form ADV and will promptly furnish them with copies of any material amendments to the Form. (e) The Sub-Adviser shall furnish the Manager with a certificate, signed by a duly authorized officer of the Sub-Adviser that designates the officers or employees of the Sub-Adviser having authority to act for and on behalf of the Sub-Adviser in connection with this Agreement. The Sub-Adviser agrees that, until such time as the Manager is otherwise informed in writing by a duly authorized officer of the Sub-Adviser, the Manager shall be authorized and entitled to rely on any notice, instruction, upon request, order or other communication, given either in writing or orally, and reasonably believed by reasonable assistance with the Manager in good faith to be given by an authorized representative of the Sub-Adviserliquidity classifications required under each Fund’s liquidity risk management program.

Representations of the Sub-Adviser. The Sub-Adviser represents represents, warrants, and agrees thatas follows: (a) A. The Sub-Adviser Adviser: (i) is registered as an "investment adviser" adviser under the Advisers Act and is currently in compliance in all material respects and shall at all times will continue to comply be so registered for so long as this Agreement remains in all material respects with the requirements imposed upon it effect; (ii) is not prohibited by the 1940 Act or the Advisers Act, the 1940 Act, the Internal Revenue Code, state securities laws and all applicable rules and regulations thereunder as they relate to Act from performing the services provided under contemplated by this Agreement. The Sub; (iii) has met, and will continue to meet for so long as this Agreement remains in effect, any applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-Adviser regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will immediately notify the Manager if it becomes aware Investment Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 (a) of the 1940 Act or any other applicable law or regulationotherwise. (b) B. The Sub-Adviser will maintain, keep current has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and accurate, and preserve all records with respect to the Portfolio as are required of it 204A-1 under the Advisers Act and will provide the 1940 ActInvestment Adviser and TST with a copy of such code of ethics and any amendments thereto, in together with evidence of adoption for review and approval by the manner provided by such Acts and the rules thereunderBoard. The Sub-Adviser agrees understands that such records are the property of the Company, and following termination of this Agreement will be surrendered to the Company promptly upon request except to the extent that they are Board is required to be retained by approve the Sub-Adviser’s code of ethics and acknowledges that the Agreement is conditioned upon such Board approval. C. The Sub-Adviser has adopted proxy voting policies and procedures reasonably designed to ensure that the proxies are voted in the best interests of the Portfolio and its shareholders and complying with Rule 206(4)-6 under applicable law. Furtherthe Advisers Act and will provide the Investment Adviser and TST with a copy of such policies and procedures and any amendments thereto, such records shall be open to inspection together with evidence of adoption for review and approval by the CompanyBoard. The Sub-Adviser will also assure understands that the Company will have the same access as Board is required to approve the Sub-Adviser has to records relating to Adviser’s proxy voting policies and procedures and acknowledges that the Portfolio that are held by relevant third parties. Such inspections will be at reasonable times during business hours and only Agreement is conditioned upon reasonable notice of the Company's desire to make an inspectionsuch Board approval. (c) The Sub-Adviser agrees to advise the Manager of any developments, such as the reassignment of a portfolio manager, that would require Prospectus disclosure and to provide any necessary information related to such developments. (d) D. The Sub-Adviser has provided the Manager Investment Adviser and the Company TST with a copy of its most recent and complete Form ADV as most recently filed with the SEC and will, promptly after filing any material amendment to its Form ADV with the SEC, furnish a copy of such amendment to the Investment Adviser. E. The Sub-Adviser has adopted compliance policies and procedures reasonably designed to prevent violations of the Advisers Act and the rules thereunder, has provided TST and the Investment Adviser with a copy of such compliance policies and procedures (and will promptly furnish provide them with copies of any material amendments thereto), and agrees to assist the Portfolio in complying with the Portfolio’s compliance program adopted pursuant to Rule 38a-1 under the 1940 Act, to the Formextent applicable. The Sub-Adviser understands that the Board is required to approve the Sub-Adviser’s compliance policies and procedures and acknowledges that the Agreement is conditioned upon such Board approval. F. The Sub-Adviser acknowledges that the Portfolio offers its shares so that it may serve as an investment vehicle for variable annuity contracts and variable life insurance policies issued by insurance companies. Consequently, the Sub-Adviser will manage the Portfolio so that the Portfolio will qualify as a regulated investment company under Subchapter M of the Internal Revenue Code and will comply with the diversification requirements of Section 817(h) of the Internal Revenue Code and the regulations issued thereunder, and any other rules and regulations applicable to investment vehicles underlying variable annuity contracts or variable life insurance policies (etogether, the “Tax Rules”), and it will immediately notify the Investment Adviser and the applicable Portfolio upon having a reasonable basis for believing that the Portfolio has ceased to (i) comply with such Tax Rules or may not be in compliance in the future; or (ii) qualify as a regulated investment company or may not so qualify in the future. G. The Sub-Adviser shall furnish promptly notify the Manager with a certificateInvestment Adviser and the applicable Portfolio in writing of any of the following events: (i) the Sub-Adviser fails to be registered as an investment adviser under the Advisers Act or under the laws of any jurisdiction in which the Sub-Adviser is required to be registered as an investment adviser in order to perform its obligations under this Agreement; (ii) the Sub-Adviser is served or otherwise receives notice of any action, signed suit, proceeding, inquiry or investigation, as law or in equity, before or by a duly authorized officer any court, public board or body, involving the affairs of the Portfolio; (iii) any change in actual control or management of the Sub-Adviser that designates or the officers or employees portfolio manager of the Portfolio; and (iv) of any material fact known to the Sub-Adviser having authority relating to act for and on behalf of the Sub-Adviser that is not contained in connection with this Agreement. the Registration Statement, or any amendment or supplement thereto, or of any statement contained therein that becomes untrue in any material respect. H. The Sub-Adviser agrees that, until shall not divert any Portfolio’s portfolio securities transactions to a broker or dealer in consideration of such time as the Manager is otherwise informed in writing by a duly authorized officer broker or dealer’s promotion or sales of shares of the Sub-AdviserPortfolio, the Manager shall be authorized and entitled to rely on any noticeother series of TST, instruction, request, order or any other communication, given either in writing or orally, and reasonably believed by the Manager in good faith to be given by an authorized representative of the Sub-Adviserregistered investment company.

Representations of the Sub-Adviser. The Sub-Adviser represents represents, warrants, and agrees thatas follows: (a) A. The Sub-Adviser Adviser: (i) is registered as an "investment adviser" adviser under the Advisers Act and is currently in compliance in all material respects and shall at all times will continue to comply be so registered for so long as this Agreement remains in all material respects with the requirements imposed upon it effect; (ii) is not prohibited by the 1940 Act or the Advisers Act, the 1940 Act, the Internal Revenue Code, state securities laws and all applicable rules and regulations thereunder as they relate to Act from performing the services provided under contemplated by this Agreement. The Sub; (iii) has met, and will continue to meet for so long as this Agreement remains in effect, any applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-Adviser regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will immediately notify the Manager if it becomes aware Investment Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 (a) of the 1940 Act or any other applicable law or regulationotherwise. (b) B. The Sub-Adviser will maintain, keep current has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and accurate, and preserve all records with respect to the Portfolio as are required of it 204A-1 under the Advisers Act and will provide the 1940 ActInvestment Adviser and Series Trust with a copy of such code of ethics and any amendments thereto, in together with evidence of adoption for review and approval by the manner provided by such Acts and the rules thereunderBoard. The Sub-Adviser agrees understands that such records are the property of the Company, and following termination of this Agreement will be surrendered to the Company promptly upon request except to the extent that they are Board is required to be retained by approve the Sub-Adviser’s code of ethics and acknowledges that the Agreement is conditioned upon such Board approval. C. The Sub-Adviser has adopted proxy voting policies and procedures reasonably designed to ensure that the proxies are voted in the best interests of the Portfolio and its shareholders and complying with Rule 206(4)-6 under applicable law. Furtherthe Advisers Act and will provide the Investment Adviser and Series Trust with a copy of such policies and procedures and any amendments thereto, such records shall be open to inspection together with evidence of adoption for review and approval by the CompanyBoard. The Sub-Adviser will also assure understands that the Company will have the same access as Board is required to approve the Sub-Adviser has to records relating to Adviser’s proxy voting policies and procedures and acknowledges that the Portfolio that are held by relevant third parties. Such inspections will be at reasonable times during business hours and only Agreement is conditioned upon reasonable notice of the Company's desire to make an inspectionsuch Board approval. (c) The Sub-Adviser agrees to advise the Manager of any developments, such as the reassignment of a portfolio manager, that would require Prospectus disclosure and to provide any necessary information related to such developments. (d) D. The Sub-Adviser has provided the Manager Investment Adviser and the Company Series Trust with a copy of its most recent and complete Form ADV as most recently filed with the SEC and will, promptly after filing any material amendment to its Form ADV with the SEC, furnish a copy of such amendment to the Investment Adviser. E. The Sub-Adviser has adopted compliance policies and procedures reasonably designed to prevent violations of the Advisers Act and the rules thereunder, has provided Series Trust and the Investment Adviser with a copy of such compliance policies and procedures (and will promptly furnish provide them with copies of any material amendments thereto), and agrees to assist each Portfolio in complying with the Portfolio’s compliance program adopted pursuant to Rule 38a-1 under the 1940 Act, to the Formextent applicable. The Sub-Adviser understands that the Board is required to approve the Sub-Adviser’s compliance policies and procedures and acknowledges that the Agreement is conditioned upon such Board approval. F. The Sub-Adviser acknowledges that each Portfolio offers its shares so that it may serve as an investment vehicle for variable annuity contracts and variable life insurance policies issued by insurance companies. Consequently, the Sub-Adviser will manage each Portfolio so that the Portfolio will qualify as a regulated investment company under Subchapter M of the Internal Revenue Code and will comply with the diversification requirements of Section 817(h) of the Internal Revenue Code and the regulations issued thereunder, and any other rules and regulations applicable to investment vehicles underlying variable annuity contracts or variable life insurance policies (etogether, the “Tax Rules”), and it will immediately notify the Investment Adviser and the applicable Portfolio upon having a reasonable basis for believing that the Portfolio has ceased to (i) comply with such Tax Rules or may not be in compliance in the future; or (ii) qualify as a regulated investment company or may not so qualify in the future. G. The Sub-Adviser shall furnish promptly notify the Manager with a certificateInvestment Adviser and the applicable Portfolio in writing of any of the following events: (i) the Sub-Adviser fails to be registered as an investment adviser under the Advisers Act or under the laws of any jurisdiction in which the Sub-Adviser is required to be registered as an investment adviser in order to perform its obligations under this Agreement; (ii) the Sub-Adviser is served or otherwise receives notice of any action, signed suit, proceeding, inquiry or investigation, as law or in equity, before or by a duly authorized officer any court, public board or body, involving the affairs of the Portfolio; (iii) any change in actual control or management of the Sub-Adviser that designates or the officers or employees portfolio manager of the Portfolio; and (iv) of any material fact known to the Sub-Adviser having authority relating to act for and on behalf of the Sub-Adviser that is not contained in connection with this Agreement. the Registration Statement, or any amendment or supplement thereto, or of any statement contained therein that becomes untrue in any material respect. H. The Sub-Adviser agrees that, until shall not divert any Portfolio’s portfolio securities transactions to a broker or dealer in consideration of such time as the Manager is otherwise informed in writing by a duly authorized officer broker or dealer’s promotion or sales of shares of the Sub-AdviserPortfolio, the Manager shall be authorized and entitled to rely on any noticeother series of Series Trust, instruction, request, order or any other communication, given either in writing or orally, and reasonably believed by the Manager in good faith to be given by an authorized representative of the Sub-Adviserregistered investment company.

Representations of the Sub-Adviser. 3.1. The Sub-Adviser represents has all requisite power and agrees that:authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement. (a) 3.2. The Sub-Adviser is registered as an "investment adviser" adviser under the Advisers Act and is currently has provided its current Form ADV, including the firm brochure and applicable brochure supplements to the Adviser. 3.3. The Sub-Adviser maintains errors and omissions insurance coverage in compliance in all material respects an appropriate amount and shall at all times continue provide prior written notice to comply the Adviser and the Trust (i) of any material changes in all its insurance policies or insurance coverage or (ii) if any material respects claims will be made on its insurance policies. Furthermore, the Sub-Adviser shall upon reasonable request provide the Adviser and the Trust with any information it may reasonably require concerning the requirements imposed upon it by amount of or scope of such insurance. 3.4. None of the Advisers ActSub-Adviser, its affiliates, or any officer, director or employee of the Sub-Adviser or its affiliates is subject to any event set forth in Section 9 of the 1940 Act that would disqualify the Sub-Adviser from acting as an investment adviser to an investment company under the 1940 Act, the Internal Revenue Code, state securities laws and all applicable rules and regulations thereunder as they relate to the services provided under this Agreement. The Sub-Adviser will immediately promptly notify the Manager if it becomes aware Adviser and the Trust upon the Sub-Adviser’s discovery of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 9(a) of the 1940 Act or any other applicable law or regulationotherwise. (b) The Sub-Adviser will maintain, keep current and accurate, and preserve all records with respect to the Portfolio as are required of it under the Advisers Act and the 1940 Act, in the manner provided by such Acts and the rules thereunder3.5. The Sub-Adviser agrees that such records has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are the property reasonably designed to prevent violations of the Company, and following termination of this Agreement will be surrendered to the Company promptly upon request except to the extent that they are required to be retained federal securities laws by the Sub-Adviser, its employees, officers, and agents. Upon reasonable notice to and reasonable request, the Sub-Adviser under applicable law. Further, shall provide the Adviser and the Trust with access to the records relating to such records shall be open policies and procedures as they relate to inspection by the CompanyFunds. The Sub-Adviser will also assure that provide, at the Company will have reasonable request of the same access Adviser or the Trust, periodic certifications, in a form reasonably acceptable to the Adviser or the Trust, attesting to such written policies and procedures. 3.6. The Sub-Adviser shall implement and maintain a business continuity plan and policies and procedures reasonably designed to prevent, detect and respond to cybersecurity threats and to implement such internal controls and other safeguards as the Sub-Adviser has reasonably believes are necessary to records relating to the Portfolio that are held by relevant third parties. Such inspections will be at reasonable times during business hours and only upon reasonable notice of the Company's desire to make an inspection. (c) The Sub-Adviser agrees to advise the Manager of any developments, such as the reassignment of a portfolio manager, that would require Prospectus disclosure and to provide any necessary protect each Fund’s confidential information related to such developments. (d) The Sub-Adviser has provided the Manager and the Company with a copy nonpublic personal information of its most recent and complete Form ADV and will promptly furnish them with copies of any material amendments to the Form. (e) Fund shareholders. The Sub-Adviser shall furnish promptly notify the Manager with a certificate, signed by a duly authorized officer Adviser and the Trust of the Sub-Adviser that designates the officers any material violations or employees breaches of the Sub-Adviser having authority to act for such policies and on behalf of the Sub-Adviser in connection with this Agreement. The Sub-Adviser agrees that, until such time as the Manager is otherwise informed in writing by a duly authorized officer of the Sub-Adviser, the Manager shall be authorized and entitled to rely on any notice, instruction, request, order or other communication, given either in writing or orally, and reasonably believed by the Manager in good faith to be given by an authorized representative of the Sub-Adviserprocedures.

Representations of the Sub-Adviser. The Sub-Adviser represents represents, warrants and agrees thatas follows: (a) The Sub-Adviser (i) is registered as an "investment adviser" adviser under the Advisers Act and is currently in compliance in all material respects and shall at all times will continue to comply be so registered for so long as this Agreement remains in all material respects with the requirements imposed upon it effect; (ii) is not prohibited by the Advisers Investment Company Act, the 1940 ActAdvisers Act or other law, the Internal Revenue Code, state securities laws and all applicable rules and regulations thereunder as they relate to regulation or order from performing the services provided under contemplated by this Agreement. The Sub; (iii) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-Adviser regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will immediately promptly notify the Manager if it becomes aware Investment Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 9(a) of the 1940 Investment Company Act or otherwise. The Sub-Adviser will also promptly notify each Fund and the Investment Adviser if it is served or otherwise receives notice of any other applicable action, suit, proceeding, inquiry or investigation, at law or regulationin equity, before or by any court, government agency, self-regulatory organization, public board or body, involving the affairs of the Fund(s) or if it is served or otherwise receives notice of any material action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, self-regulatory organization, public board or body, involving the affairs of the Sub-Adviser, provided, however, that routine regulatory examinations of the Sub-Adviser shall not be required to be reported by this provision. Any notification will be considered prompt if it is given in a manner consistent with the Sub-Adviser’s fiduciary and other obligations under the Advisers Act and contemporaneously with any regulatory filing or notice to other affected parties within the time that such filing or notice is required by applicable law. (b) The Sub-Adviser will maintain, keep current has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and accurate, and preserve all records with respect to the Portfolio as are required of it Rule 204A-1 under the Advisers Act and will provide the 1940 Act, in the manner provided by such Acts Investment Adviser and the rules thereunderBoard with a copy of such code of ethics, together with evidence of its adoption. The SubWithin forty-Adviser agrees that such records are the property five days of the Companyend of the last calendar quarter of each year that this Agreement is in effect, and following termination of this Agreement will be surrendered to the Company promptly upon request except to the extent that they are required to be retained by as otherwise requested, the Sub-Adviser under applicable law. Further, such records shall be open certify to inspection by the Company. The Sub-Investment Adviser will also assure that the Company will have the same access as the Sub-Adviser has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of the Sub-Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to records relating such violation. Upon the written request of the Investment Adviser, the Sub-Adviser shall permit the Investment Adviser, its employees or its agents to examine the reports required to be made to the Portfolio that are held Sub-Adviser by Rule 17j-1(c)(1) and Rule 204A-1(b) and all other records relevant third parties. Such inspections will be at reasonable times during business hours and only upon reasonable notice to the Sub-Adviser’s code of the Company's desire to make an inspectionethics. (c) The Sub-Adviser agrees has provided the Investment Adviser 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 SEC, will provide a copy of Part II annually, and promptly will furnish a copy of all material amendments to advise the Manager of any developments, such as the reassignment of a portfolio manager, that would require Prospectus disclosure and to provide any necessary information related to such developmentsInvestment Adviser. (d) The Sub-Adviser has provided the Manager agrees to maintain an appropriate level of errors and the Company with a copy of its most recent and complete Form ADV and will promptly furnish them with copies of any material amendments to the Formomissions or professional liability insurance coverage. (e) The Sub-Adviser shall furnish the Manager agrees not to consult with (i) other subadvisers to a certificateFund, signed by a duly authorized officer if any, (ii) other subadvisers to any other Fund of the Sub-Adviser that designates the officers Trust, or employees of the Sub-Adviser having authority (iii) other subadvisers to act an investment company under common control with any Fund, concerning transactions for and on behalf of the Sub-Adviser a Fund in connection with this Agreement. The Sub-Adviser agrees that, until such time as the Manager is otherwise informed in writing by a duly authorized officer of the Sub-Adviser, the Manager shall be authorized and entitled to rely on any notice, instruction, request, order securities or other communication, given either in writing or orally, and reasonably believed by the Manager in good faith to be given by an authorized representative of the Sub-Adviserassets.

Representations of the Sub-Adviser. The Sub-Adviser represents represents, warrants, and agrees thatas follows: A. The Sub-Adviser: (ai) The Sub-Adviser is registered as an "investment adviser" adviser under the Advisers Act and is currently in compliance in all material respects and shall at all times will continue to comply be so registered for so long as this Agreement remains in all material respects with the requirements imposed upon it effect; (ii) is not prohibited by the 1940 Act or the Advisers Act, the 1940 Act, the Internal Revenue Code, state securities laws and all applicable rules and regulations thereunder as they relate to Act from performing the services provided under contemplated by this Agreement. The Sub; (iii) has met, and will continue to meet for so long as this Agreement remains in effect, any applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-Adviser regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will immediately notify the Manager if it becomes aware Investment Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 (a) of the 1940 Act or any other applicable law or regulationotherwise. (b) B. The Sub-Adviser will maintain, keep current has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and accurate, and preserve all records with respect to the Portfolio as are required of it 204A-1 under the Advisers Act and will provide the 1940 Act, in Investment Adviser and Transamerica IDEX with a copy of such code of ethics and any amendments thereto for review and approval by the manner provided by such Acts and the rules thereunderBoard. The Sub-Adviser agrees understands that such records are the property of the Company, and following termination of this Agreement will be surrendered to the Company promptly upon request except to the extent that they are Board is required to be retained by approve the Sub-Adviser's code of ethics and acknowledges that the Agreement is conditioned upon such Board approval. C. The Sub-Adviser has adopted proxy voting policies and procedures reasonably designed to ensure that the proxies are voted in the best interests of the Fund and its shareholders and complying with Rule 206(4)-6 under applicable law. Further, the Advisers Act and will provide the Investment Adviser and Transamerica IDEX with a copy of such records shall be open to inspection policies and procedures and any amendments thereto for review and approval by the CompanyBoard. The Sub-Adviser will also assure understands that the Company will have the same access as Board is required to approve the Sub-Adviser has to records relating to Adviser's proxy voting policies and procedures and acknowledges that the Portfolio that are held by relevant third parties. Such inspections will be at reasonable times during business hours and only Agreement is conditioned upon reasonable notice of the Company's desire to make an inspectionsuch Board approval. (c) The Sub-Adviser agrees to advise the Manager of any developments, such as the reassignment of a portfolio manager, that would require Prospectus disclosure and to provide any necessary information related to such developments. (d) D. The Sub-Adviser has provided the Manager Investment Adviser and the Company Transamerica IDEX with a copy of its most recent and complete Form ADV as most recently filed with the SEC and will, promptly after filing any material amendment to its Form ADV with the SEC, furnish a copy of such amendment to the Investment Adviser. E. The Sub-Adviser has adopted compliance policies and procedures reasonably designed to prevent violations of the Advisers Act and the rules thereunder, has provided Transamerica IDEX and the Investment Adviser with a copy of such compliance policies and procedures (and will promptly furnish provide them with copies of any material amendments thereto), and agrees to reasonably assist the Fund in complying with the Fund's compliance program adopted pursuant to Rule 38a-1 under the 1940 Act, to the Form. (e) extent applicable. The Sub-Adviser and the Adviser acknowledge that the Sub-Adviser is not the compliance agent for the Fund, and does not have access to all of the Fund's books and records necessary to perform certain compliance testing. However, to the extent that the Sub-Adviser has agreed to perform the services specified in this Agreement, the Sub-Adviser shall perform compliance testing with respect to the Fund based upon information in its possession and upon information and written instructions received from the Investment Adviser. The Sub-Adviser shall furnish not be liable so long as it performs in accordance with such information and instructions. The Sub-Adviser understands that the Manager with Board is required to approve the Sub-Adviser's compliance policies and procedures and acknowledges that the Agreement is conditioned upon such Board approval. F. The Sub-Adviser will manage the Fund so that the Fund will qualify as a certificateregulated investment company under Subchapter M of the Internal Revenue Code, signed and will immediately notify the Investment Adviser and the Fund upon having a reasonable basis for believing that the Fund has ceased to so qualify or may not so qualify in the future. G. The Sub-Adviser shall promptly notify the Investment Adviser and the Fund in writing of any of the following events: (i) the Sub-Adviser fails to be registered as an investment adviser under the Advisers Act or under the laws of any jurisdiction in which the Sub-Adviser is required to be registered as an investment adviser in order to perform its obligations under this Agreement; (ii) the Sub-Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by a duly authorized officer any court, public board or body, involving the affairs of the Fund; and (iii) any change in actual control or management of the Sub-Adviser that designates or the officers or employees portfolio manager of the Sub-Adviser having authority to act for and on behalf of the Sub-Adviser in connection with this Agreement. Fund. H. The Sub-Adviser agrees that, until shall not divert the Fund's portfolio securities transactions to a broker or dealer in consideration of such time as the Manager is otherwise informed in writing by a duly authorized officer broker or dealer's promotion or sales of shares of the Sub-AdviserFund, the Manager shall be authorized and entitled to rely on any noticeother series of Transamerica IDEX, instruction, request, order or any other communication, given either in writing or orally, and reasonably believed by the Manager in good faith to be given by an authorized representative of the Sub-Adviserregistered investment company.

Representations of the Sub-Adviser. The Sub-Adviser represents represents, warrants, and agrees thatcovenants to the Adviser and the Trust as follows: (a) 3.1. The Sub-Adviser has all requisite power and authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement; 3.2. The Sub-Adviser is registered as an "investment adviser" adviser under the Advisers Act and is currently has provided its current Form ADV, including the firm brochure and applicable brochure supplements to the Adviser (as applicable); 3.3. The Sub-Adviser maintains errors and omissions insurance coverage in compliance in all material respects an appropriate amount and shall at all times continue provide prior written notice to comply the Adviser and the Trust (i) of any material changes in all its insurance policies or insurance coverage or (ii) if any material respects claims will be made on its insurance policies. Furthermore, the Sub-Adviser shall upon reasonable request provide the Adviser and the Trust with any information it may reasonably require concerning the requirements imposed upon it by amount of or scope of such insurance; 3.4. None of the Advisers ActSub-Adviser, its affiliates, or any officer, director or employee of the Sub-Adviser or its affiliates is subject to any event set forth in Section 9 of the 1940 Act that would disqualify the Sub-Adviser from acting as an investment adviser to an investment company under the 1940 Act, the Internal Revenue Code, state securities laws and all applicable rules and regulations thereunder as they relate to the services provided under this Agreement. The Sub-Adviser will immediately promptly notify the Manager if it becomes aware Adviser and the Trust upon the Sub-Adviser’s discovery of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 9(a) of the 1940 Act or any other applicable law or regulation.otherwise; (b) The Sub-Adviser will maintain, keep current and accurate, and preserve all records with respect to the Portfolio as are required of it under the Advisers Act and the 1940 Act, in the manner provided by such Acts and the rules thereunder3.5. The Sub-Adviser agrees that such records has adopted, implemented and will maintain written policies and procedures, as required by Rule 206(4)‑7 under the Advisers Act, which are the property reasonably designed to prevent violations of the Company, and following termination of this Agreement will be surrendered to the Company promptly upon request except to the extent that they are required to be retained federal securities laws by the Sub-Adviser, its employees, officers, and agents; 3.6. The Sub-Adviser has adopted and implemented and will maintain written policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (as such term is defined in Rule 38a-1 under applicable law. Further, such records shall be open to inspection the 1940 Act) by the CompanyFunds and the Sub-Adviser (the policies and procedures referred to in this Section 3.6, along with the policies and procedures referred to in Section 3.5, are referred to herein as the Sub-Adviser’s “Compliance Program”); 3.7. Upon reasonable notice to and reasonable request, the Sub-Adviser shall provide the Adviser and the Trust with access to the records relating to the Compliance Program as they relate to the Funds. The Sub-Adviser will also assure that provide, at the Company will have reasonable request of the same access Adviser or the Trust, periodic certifications, in a form reasonably acceptable to the Adviser or the Trust, attesting to such written policies and procedures; 3.8. The Sub-Adviser shall implement and maintain a business continuity plan and policies and procedures reasonably designed to prevent, detect and respond to cybersecurity threats and to implement such internal controls and other safeguards as the Sub-Adviser has reasonably believes are necessary to records relating protect each Fund’s confidential information and the nonpublic personal information of Fund shareholders. The Sub-Adviser shall promptly notify the Adviser and the Trust of any material violations or breaches of such policies and procedures; 3.9. The Sub-Adviser will not engage in any futures transactions, options on futures transactions or transactions in other commodity interests on behalf of a Fund prior to the Portfolio that are held by relevant third parties. Such inspections will be at reasonable times during business hours and only upon reasonable Sub-Adviser becoming registered or filing a notice of exemption on behalf of the Company's desire to make an inspection.Fund with the National Futures Association; and (c) The 3.10. Upon the Adviser’s request, the Sub-Adviser agrees to advise provide reasonable assistance with the Manager of any developments, such as liquidity classifications required under each Fund’s liquidity risk management program when implemented in accordance with Rule 22e‑4 under the reassignment of a portfolio manager, that would require Prospectus disclosure and to provide any necessary information related to such developments1940 Act. (d) The Sub-Adviser has provided the Manager and the Company with a copy of its most recent and complete Form ADV and will promptly furnish them with copies of any material amendments to the Form. (e) The Sub-Adviser shall furnish the Manager with a certificate, signed by a duly authorized officer of the Sub-Adviser that designates the officers or employees of the Sub-Adviser having authority to act for and on behalf of the Sub-Adviser in connection with this Agreement3.11. The Sub-Adviser agrees that, until such time will notify the Adviser and the Trust of any assignment (as defined in the Manager is otherwise informed in writing by a duly authorized officer 1940 Act) of this Agreement or change of control of the Sub-Adviser, as applicable, in each case prior to or promptly after, such change. Notwithstanding any other provision hereunder, the Manager shall be authorized Sub-Adviser hereby agrees to bear any and entitled all expenses of the Trust, including but not limited to rely on any noticecosts and expenses (including reasonable attorneys’ fees) related to any regulatory filings, instructionshareholder notifications and solicitation of shareholder approval, requestif any, order arising out of or other communication, given either in writing related to any such assignment or orally, and reasonably believed by the Manager in good faith to be given by an authorized representative change of control of the Sub-Adviser.

Representations of the Sub-Adviser. The Sub-Adviser represents represents, warrants, and agrees thatas follows: A. The Sub-Adviser: (ai) The Sub-Adviser is registered as an "investment adviser" adviser under the Advisers Act and is currently in compliance in all material respects and shall at all times will continue to comply be so registered for so long as this Agreement remains in all material respects with the requirements imposed upon it effect; (ii) is not prohibited by the 1940 Act or the Advisers Act, the 1940 Act, the Internal Revenue Code, state securities laws and all applicable rules and regulations thereunder as they relate to Act from performing the services provided under contemplated by this Agreement. The Sub; (iii) has met, and will continue to meet for so long as this Agreement remains in effect, any applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-Adviser regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will immediately notify the Manager if it becomes aware Investment Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 (a) of the 1940 Act or any other applicable law or regulationotherwise. (b) B. The Sub-Adviser will maintain, keep current has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and accurate, and preserve all records with respect to the Portfolio as are required of it 204A-1 under the Advisers Act and will provide the 1940 Act, in Investment Adviser and ATST with a copy of such code of ethics and any amendments thereto for review and approval by the manner provided by such Acts and the rules thereunderBoard. The Sub-Adviser agrees understands that such records are the property of the Company, and following termination of this Agreement will be surrendered to the Company promptly upon request except to the extent that they are Board is required to be retained by approve the Sub-Adviser's code of ethics and acknowledges that the Agreement is conditioned upon such Board approval. C. The Sub-Adviser has adopted proxy voting policies and procedures reasonably designed to ensure that the proxies are voted in the best interests of the Portfolio and its shareholders and complying with Rule 206(4)-6 under applicable law. Further, the Advisers Act and will provide the Investment Adviser and ATST with a copy of such records shall be open to inspection policies and procedures and any amendments thereto for review and approval by the CompanyBoard. The Sub-Adviser will also assure understands that the Company will have the same access as Board is required to approve the Sub-Adviser has to records relating to Adviser's proxy voting policies and procedures and acknowledges that the Portfolio that are held by relevant third parties. Such inspections will be at reasonable times during business hours and only Agreement is conditioned upon reasonable notice of the Company's desire to make an inspectionsuch Board approval. (c) The Sub-Adviser agrees to advise the Manager of any developments, such as the reassignment of a portfolio manager, that would require Prospectus disclosure and to provide any necessary information related to such developments. (d) D. The Sub-Adviser has provided the Manager Investment Adviser and the Company ATST with a copy of its most recent and complete Form ADV as most recently filed with the SEC and will, promptly after filing any material amendment to its Form ADV with the SEC, furnish a copy of such amendment to the Investment Adviser. E. The Sub-Adviser has adopted compliance policies and procedures reasonably designed to prevent violations of the Advisers Act and the rules thereunder, has provided ATST and the Investment Adviser with a copy of such compliance policies and procedures (and will promptly furnish provide them with copies of any material amendments thereto), and agrees to reasonably assist the Portfolio in complying with the Portfolio's compliance program adopted pursuant to Rule 38a-1 under the 1940 Act, to the Form. (e) extent applicable. The Sub-Adviser and the Adviser acknowledge that the Sub-Adviser is not the compliance agent for the Portfolio, and does not have access to all of the Portfolio's books and records necessary to perform certain compliance testing. However, to the extent that the Sub-Adviser has agreed to perform the services specified in this Agreement, the Sub-Adviser shall perform compliance testing with respect to the Portfolio based upon information in its possession and upon information and written instructions received from the Investment Adviser. The Sub-Adviser shall furnish not be liable so long as it performs in accordance with such information and instructions. The Sub-Adviser understands that the Manager Board is required to approve the Sub-Adviser's compliance policies and procedures and acknowledges that the Agreement is conditioned upon such Board approval. F. The Sub-Adviser acknowledges that the Portfolio offers its shares so that it may serve as an investment vehicle for variable annuity contracts and variable life insurance policies issued by insurance companies. Consequently, the Sub-Adviser will manage the Portfolio so that the Portfolio will qualify as a regulated investment company under Subchapter M of the Internal Revenue Code and will comply with the diversification requirements of Section 817(h) of the Internal Revenue Code and the regulations issued thereunder, and any other rules and regulations applicable to investment vehicles underlying variable annuity contracts or variable life insurance policies (together, the "Tax Rules"), and it will immediately notify the Investment Adviser and the Portfolio upon having a certificatereasonable basis for believing that the Portfolio has ceased to (i) comply with such Tax Rules or may not be in compliance in the future; or (ii) qualify as a regulated investment company or may not so qualify in the future. G. The Sub-Adviser shall promptly notify the Investment Adviser and the Portfolio in writing of any of the following events: (i) the Sub-Adviser fails to be registered as an investment adviser under the Advisers Act or under the laws of any jurisdiction in which the Sub-Adviser is required to be registered as an investment adviser in order to perform its obligations under this Agreement; (ii) the Sub-Adviser is served or otherwise receives notice of any action, signed suit, proceeding, inquiry or investigation, at law or in equity, before or by a duly authorized officer any court, public board or body, involving the affairs of the Portfolio; and (iii) any change in actual control or management of the Sub-Adviser that designates or the officers or employees portfolio manager of the Sub-Adviser having authority to act for and on behalf of the Sub-Adviser in connection with this Agreement. Portfolio. H. The Sub-Adviser agrees that, until shall not divert the Portfolio's portfolio securities transactions to a broker or dealer in consideration of such time as the Manager is otherwise informed in writing by a duly authorized officer broker or dealer's promotion or sales of shares of the Sub-AdviserPortfolio, the Manager shall be authorized and entitled to rely on any noticeother series of ATST, instruction, request, order or any other communication, given either in writing or orally, and reasonably believed by the Manager in good faith to be given by an authorized representative of the Sub-Adviserregistered investment company.

Representations of the Sub-Adviser. The Sub-Adviser represents represents, warrants and agrees that: (a) The Sub-Adviser Adviser: (i) is registered as an "investment adviser" adviser under the Advisers Act and is currently in compliance in all material respects and shall at all times will continue to comply be so registered for so long as this Agreement remains in all material respects with the requirements imposed upon it effect; (ii) is not prohibited by the Advisers Act, the 1940 Act, the Internal Revenue CodeAdvisers Act or other law, state securities laws and all applicable rules and regulations thereunder as they relate to regulation or order from performing the services provided contemplated by this Agreement; (iii) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Trust and Adviser of any material breach of this Agreement, if any representation under this Agreement. The Sub-Adviser will immediately notify the Manager if it Agreement becomes aware of materially untrue or the occurrence of any event that the Sub-Adviser reasonably determines could have a materially adverse impact on the Sub-Adviser’s ability to provide services under this Agreement, or would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 9(a) of the 1940 Act or otherwise. To the extent permitted by law, the Sub-Adviser will also promptly notify the Trust and the Adviser if it is served or otherwise receives notice of any other applicable material action, suit, proceeding, inquiry or investigation, at law or regulationin equity, or any threat thereof, before or by any court, public board or body, directly involving the affairs of the Fund. The Sub-Adviser further agrees to, upon written request, review any statement regarding the Sub-Adviser contained in the Registration Statement with respect to the Fund and notify the Adviser or the Trust promptly if it becomes aware that any statement regarding the Sub-Adviser contained in the Registration Statement with respect to the Fund, or any amendment or supplement thereto, becomes untrue or incomplete in any material respect. (b) The Sub-Adviser will maintainhas adopted and implemented written policies and procedures, keep current and accurate, and preserve all records with respect to the Portfolio as are required of it by Rule 206(4)-7 under the Advisers Act Act, which are reasonably designed to prevent violations of Federal Securities Laws by the Sub-Adviser, its employees, officers, and agents (“Compliance Procedures”) and, the Adviser and the 1940 Act, in Trust have been provided a copy of the manner provided by such Acts Compliance Procedures and the rules thereunderany amendments thereto. The Sub-Adviser agrees that such records are will notify the property Adviser promptly of the Company, and following termination of this Agreement will be surrendered to the Company promptly upon request except to the extent that they are required to be retained by the Sub-Adviser under applicable law. Further, such records shall be open to inspection by the Companyany Material Compliance Matter. The Sub-Adviser will also assure notify the Adviser of any remedial actions that it takes in response to deficiency letters or similar communications from the Company will have the same access as the SEC or another regulator, that Sub-Adviser has is required to records relating to the Portfolio that are held by relevant third parties. Such inspections will be at reasonable times during business hours and only upon reasonable notice of the Company's desire to make an inspectiondisclose in its Form ADV. (c) The Sub-Adviser agrees has adopted a written code of ethics complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-1 under the 1940 Act and, upon written request, will provide the Adviser and the Trust with a copy of such code of ethics, together with evidence of its adoption and a certification that the Sub-Adviser has adopted procedures reasonably necessary to advise prevent violations of such code of ethics. Upon written request, and within thirty (30) days following the Manager end of the last calendar quarter of each year that this Agreement is in effect, the Sub-Adviser shall furnish to the Trust and the Adviser: (i) a written report that describes any developmentsissues arising under the code of ethics or procedures during the relevant period, such as including, but not limited to, information about material violations of the reassignment code or procedures and sanctions imposed in response to material violations; and (ii) a written certification that the Sub-Adviser has adopted procedures reasonably necessary to prevent violations of a the code of ethics. In addition, the Sub-Adviser shall: (iii) promptly report to the Board and the Adviser in writing any material amendments to its code of ethics; (iv) promptly furnish all pertinent information regarding any material violation of the Sub-Adviser’s code of ethics by: (A) its directors, officers and partners; or (B) any person who has access to nonpublic information regarding: (I) the Fund’s purchase or sale of securities; (II) the portfolio managerholdings of the Fund; or (III) securities recommendations to the Fund; and (v) provide quarterly reports to the Adviser on any material violations of the Sub-Adviser’s code of ethics during the period so indicated. Upon the reasonable written request of the Adviser, that would require Prospectus disclosure the Sub-Adviser shall permit the Adviser, its employees or its agents to examine the reports required to be made to the Sub-Adviser by Rule 17j-1(d)(1) and to provide any necessary information related to such developmentsrecords. (d) The Sub-Adviser has provided the Manager Trust and the Company Adviser with a copy of its most recent and complete Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC and promptly will promptly furnish them with copies a copy of any material amendments to the FormTrust and the Adviser at least annually. (e) The Sub-Adviser shall furnish will notify the Manager with a certificate, signed by a duly authorized officer Trust and the Adviser of any change of control of the Sub-Adviser that designates Adviser, including any change of its general partner(s) or managing member, controlling persons or 25% shareholders, as applicable, and any changes in the officers key personnel who are either the portfolio manager(s) of the Fund Account or employees senior management of the Sub-Adviser, in each case prior to such change if the Sub-Adviser having authority is aware of such change but in any event not later than as soon as reasonably practicable after such change. The Sub-Adviser agrees that it may bear all reasonable expenses of the Trust and Adviser, if any, arising out of the Sub-Adviser’s failure to act for notify the Trust and on behalf the Adviser as set forth herein. (f) The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage from insurance providers that are in the business of regularly providing insurance coverage to investment advisers. In no event shall such coverage be less than $5,000,000. The Sub-Adviser shall upon request endeavor to provide to the Adviser any information it may reasonably require concerning the amount or scope of such insurance. (g) The Sub-Adviser will not, in violation of applicable law or regulation, use any material non-public information concerning portfolio companies that may be in or come into its possession or the possession of any of its affiliated persons or employees in providing investment advice or investment management services to the Fund. (h) The Sub-Adviser agrees that neither it, nor any of its affiliated persons, will in any way refer directly or indirectly to its relationship with the Trust, the Fund, the Adviser or any of their respective affiliated persons in offering, marketing or other promotional materials without the express written consent of the Adviser. For the avoidance of doubt, the Sub-Adviser may identify itself as a sub-adviser of the Fund during the term of this Agreement, with such right terminating upon termination of this Agreement, and the Sub-Adviser may use the performance of the Fund Account in its composite performance. (i) The Sub-Adviser agrees to promptly notify the Adviser of trade errors made by the Sub-Adviser in connection with this Agreementits management of the Fund Account. (j) The Sub-Adviser has reviewed the registration requirements of the CEA and the National Futures Association (“NFA”) relating to commodity trading advisors and is either appropriately registered with the Commodity Futures Trading Commission (“CFTC”) and a member of the NFA or exempt or excluded from CFTC registration requirements. If required by the CEA or the rules and regulations thereunder promulgated by the CFTC, the Sub-Adviser will provide the Fund and the Adviser with a copy of its most recent CFTC disclosure document or a written explanation of the reason why it is not required to deliver such a disclosure document (k) The Sub-Adviser has established and will keep in effect a “disaster recovery” preparedness plan that sets forth procedures for recovery of critical business functions at minimum operating levels and can be implemented within the time period(s) set forth in such plan. The Sub-Adviser agrees thatshall promptly notify the Adviser, until by telephone, email or such time other method of prompt communication as may be available under the Manager circumstances, of the occurrence of any event the Sub-Adviser determines has had a material impact on its operations and that requires the Sub-Adviser to implement any procedures under such plan. (l) The Sub-Adviser has administrative, technical and physical safeguards in place that comply with all laws and regulations applicable to the Sub-Adviser and, in the event the Sub-Adviser becomes aware of any network, system and/or data breach with respect to its infrastructure (including, but not limited to, a system intrusion, virus or malicious code attack, loss of data, data theft, unauthorized access to confidential information and/or nonpublic personal information, hacking incident or any acts of data xxxxxx) that results in unauthorized access to and/or use by third parties of the confidential information of the Fund or the Adviser (each, a “Cybersecurity Breach”), the Sub-Adviser will promptly take appropriate steps to contain or mitigate the Cybersecurity Breach, and will, without unreasonable delay, promptly notify the Adviser and the Fund, unless such notification is otherwise informed in writing prohibited by a duly authorized officer of law enforcement or the Sub-Adviser, the Manager shall be authorized and entitled to rely on any notice, instruction, request, order or other communication, given either in writing or orally, and reasonably believed by the Manager in good faith to be given by an authorized representative of the Sub-Adviser’s regulator(s).

Representations of the Sub-Adviser. 3.1. The Sub-Adviser represents has all requisite power and agrees that:authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement. (a) 3.2. The Sub-Adviser is registered as an "investment adviser" adviser under the Advisers Act and is currently has provided its current Form ADV, including the firm brochure and applicable brochure supplements to the Adviser. 3.3. The Sub-Adviser maintains errors and omissions insurance coverage in compliance in all material respects an appropriate amount and shall at all times continue provide prior written notice to comply the Adviser and the Trust (i) of any material changes in all its insurance policies or insurance coverage or (ii) if any material respects claims will be made on its insurance policies. Furthermore, the Sub-Adviser shall upon reasonable request provide the Adviser and the Trust with any information they may reasonably require concerning the requirements imposed upon it by amount of or scope of such insurance. 3.4. None of the Advisers ActSub-Adviser, its affiliates, or any officer, director or employee of the Sub-Adviser or its affiliates is subject to any event set forth in Section 9 of the 1940 Act that would disqualify the Sub-Adviser from acting as an investment adviser to an investment company under the 1940 Act, the Internal Revenue Code, state securities laws and all applicable rules and regulations thereunder as they relate to the services provided under this Agreement. The Sub-Adviser will immediately promptly notify the Manager if it becomes aware Adviser and the Trust upon the Sub-Adviser’s discovery of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 9(a) of the 1940 Act or any other applicable law or regulationotherwise. (b) The Sub-Adviser will maintain, keep current and accurate, and preserve all records with respect to the Portfolio as are required of it under the Advisers Act and the 1940 Act, in the manner provided by such Acts and the rules thereunder3.5. The Sub-Adviser agrees that such records has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are the property reasonably designed to prevent violations of the Company, and following termination of this Agreement will be surrendered to the Company promptly upon request except to the extent that they are required to be retained federal securities laws by the Sub-Adviser, its employees, officers, and agents. Upon reasonable notice to and reasonable request, the Sub-Adviser under applicable law. Further, shall provide the Adviser and the Trust with access to the records relating to such records shall be open policies and procedures as they relate to inspection by the CompanyFunds. The Sub-Adviser will also assure that provide, at the Company will have reasonable request of the same access Adviser or the Trust, periodic certifications, in a form reasonably acceptable to the Adviser or the Trust, attesting to such written policies and procedures. 3.6. The Sub-Adviser shall implement and maintain a business continuity plan and policies and procedures reasonably designed to prevent, detect and respond to cybersecurity threats and to implement such internal controls and other safeguards as the Sub-Adviser has reasonably believes are necessary to records relating protect each Fund’s confidential information and the nonpublic personal information of Fund shareholders. The Sub-Adviser shall promptly notify the Adviser and the Trust of any material violations or breaches of such policies and procedures. 3.7. To the extent the Sub-Adviser is exercising “discretionary" trading authority, if any, the Sub-Adviser will not engage in any futures transactions, options on futures transactions or transactions in other commodity interests on behalf of a Fund prior to the Portfolio that are held by relevant third parties. Such inspections will be at reasonable times during business hours and only upon reasonable Sub-Adviser becoming registered or filing a notice of exemption on behalf of the Company's desire Fund with the National Futures Association (the “NFA”). To the extent the Sub-Adviser has “non-discretionary” trading authority, the Sub-Adviser will not recommend that a Fund engage in any futures transactions, options on futures transactions or transactions in other commodity interests prior to make an inspectionboth the Sub-Adviser and the Adviser (or the Trading Adviser, as the case may be) becoming registered or filing a notice of exemption on behalf of the Fund with the NFA. (c) 3.8. The Sub-Adviser agrees to advise provide reasonable assistance with the Manager of any developments, such as the reassignment of a portfolio manager, that would require Prospectus disclosure and to provide any necessary information related to such developmentsliquidity classifications required under each Fund’s liquidity risk management program. (d) The Sub-Adviser has provided the Manager and the Company with a copy of its most recent and complete Form ADV and will promptly furnish them with copies of any material amendments to the Form. (e) The Sub-Adviser shall furnish the Manager with a certificate, signed by a duly authorized officer of the Sub-Adviser that designates the officers or employees of the Sub-Adviser having authority to act for and on behalf of the Sub-Adviser in connection with this Agreement3.9. The Sub-Adviser agrees that, until will notify the Adviser of any material changes in the membership of its partnership within a reasonable time after such time as the Manager is otherwise informed in writing by a duly authorized officer of the Sub-Adviser, the Manager shall be authorized and entitled to rely on any notice, instruction, request, order or other communication, given either in writing or orally, and reasonably believed by the Manager in good faith to be given by an authorized representative of the Sub-Adviserchanges.

Representations of the Sub-Adviser. 3.1. The Sub-Adviser represents has all requisite power and agrees that:authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement. (a) 3.2. The Sub-Adviser is registered as an "investment adviser" adviser under the Advisers Act and is currently has provided its current Form ADV, including the firm brochure and applicable brochure supplements to the Adviser. 3.3. The Sub-Adviser maintains errors and omissions insurance coverage in compliance in all material respects an appropriate amount and shall at all times continue provide prior written notice to comply the Adviser and the Trust (i) of any material changes in all its insurance policies or insurance coverage or (ii) if any material respects claims will be made on its insurance policies. Furthermore, the Sub-Adviser shall upon reasonable request provide the Adviser and the Trust with any information it may reasonably require concerning the requirements imposed upon it by amount of or scope of such insurance. 3.4. None of the Advisers ActSub-Adviser, its affiliates, or any officer, director or employee of the Sub-Adviser or its affiliates is subject to any event set forth in Section 9 of the 1940 Act that would disqualify the Sub-Adviser from acting as an investment adviser to an investment company under the 1940 Act, the Internal Revenue Code, state securities laws and all applicable rules and regulations thereunder as they relate to the services provided under this Agreement. The Sub-Adviser will immediately promptly notify the Manager if it becomes aware Adviser and the Trust upon the Sub-Adviser’s discovery of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 9(a) of the 1940 Act or any other applicable law or regulationotherwise. (b) The Sub-Adviser will maintain, keep current and accurate, and preserve all records with respect to the Portfolio as are required of it under the Advisers Act and the 1940 Act, in the manner provided by such Acts and the rules thereunder3.5. The Sub-Adviser agrees that such records has adopted and implemented written policies and procedures, as required by Rule 206(4)‑7 under the Advisers Act, which are the property reasonably designed to prevent violations of the Company, and following termination of this Agreement will be surrendered to the Company promptly upon request except to the extent that they are required to be retained federal securities laws by the Sub-Adviser, its employees, officers, and agents. Upon reasonable notice to and reasonable request, the Sub-Adviser under applicable law. Further, shall provide the Adviser and the Trust with access to the records relating to such records shall be open policies and procedures as they relate to inspection by the CompanyFunds. The Sub-Adviser will also assure that provide, at the Company will have reasonable request of the same access Adviser or the Trust, periodic certifications, in a form reasonably acceptable to the Adviser or the Trust, attesting to such written policies and procedures. 3.6. The Sub-Adviser shall implement and maintain a business continuity plan and policies and procedures reasonably designed to prevent, detect and respond to cybersecurity threats and to implement such internal controls and other safeguards as the Sub-Adviser has reasonably believes are necessary to records relating to protect each Fund’s confidential information and the Portfolio that are held by relevant third partiesnonpublic personal information of Fund shareholders. Such inspections will be at reasonable times during business hours The Sub-Adviser shall promptly notify the Adviser and only upon reasonable notice the Trust of the Company's desire to make an inspectionany material violations or breaches of such policies and procedures. (c) 3.7. The Sub-Adviser will not engage in any securities or other transactions on behalf of a Fund. 3.8. The Sub-Adviser agrees to advise provide reasonable assistance with the Manager of any developments, such as liquidity classifications required under each Fund’s liquidity risk management program implemented in accordance with Rule 22e‑4 under the reassignment of a portfolio manager, that would require Prospectus disclosure and to provide any necessary information related to such developments1940 Act. (d) The Sub-Adviser has provided the Manager and the Company with a copy of its most recent and complete Form ADV and will promptly furnish them with copies of any material amendments to the Form. (e) The Sub-Adviser shall furnish the Manager with a certificate, signed by a duly authorized officer of the Sub-Adviser that designates the officers or employees of the Sub-Adviser having authority to act for and on behalf of the Sub-Adviser in connection with this Agreement. The Sub-Adviser agrees that, until such time as the Manager is otherwise informed in writing by a duly authorized officer of the Sub-Adviser, the Manager shall be authorized and entitled to rely on any notice, instruction, request, order or other communication, given either in writing or orally, and reasonably believed by the Manager in good faith to be given by an authorized representative of the Sub-Adviser.

Representations of the Sub-Adviser. The Sub-Adviser represents represents, warrants and agrees that: (a) The Sub-Adviser Adviser: (i) is registered as an "investment adviser" adviser under the Advisers Act and is currently in compliance in all material respects and shall at all times will continue to comply be so registered for so long as this Agreement remains in all material respects with the requirements imposed upon it effect; (ii) is not prohibited by the Advisers Act, the 1940 Act, the Internal Revenue CodeAdvisers Act or other law, state securities laws and all applicable rules and regulations thereunder as they relate regulation or order from performing the services contemplated by this Agreement; (iii) to the best of its knowledge, has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization necessary to be met in order to perform the services provided under contemplated by this Agreement. The ; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Trust and Adviser if Sub-Adviser will immediately notify the Manager if it becomes aware of any material breach of this Agreement, if any representation under this Agreement becomes untrue or the occurrence of any event that could reasonably have a materially adverse impact on the Sub-Adviser’s ability to provide services under this Agreement or would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 9(a) of the 1940 Act or otherwise. The Sub-Adviser will also immediately notify the Trust and the Adviser if it is served or otherwise receives notice of any other applicable action, suit, proceeding, inquiry or investigation, at law or regulationin equity, before or by any court, public board or body, directly involving the affairs of the Fund, provided, however, that routine regulatory examinations shall not be required to be reported by this provision. The Sub-Adviser further agrees to notify the Adviser or the Trust promptly if the Sub-Adviser becomes aware of any statement regarding the Sub-Adviser contained in the Registration Statement (or any amendment or supplement thereto) with respect to the Fund and that was provided for inclusion therein by the Sub-Adviser or reviewed by Sub-Adviser for inclusion therein becomes untrue or incomplete in any material respect. (b) The Sub-Adviser will maintainhas adopted and implemented written policies and procedures, keep current and accurate, and preserve all records with respect to the Portfolio as are required of it by Rule 206(4)-7 under the Advisers Act and the 1940 Act, in the manner provided by such Acts and the rules thereunder. The Sub-Adviser agrees that such records which are the property reasonably designed to prevent violations of the Company, and following termination of this Agreement will be surrendered to the Company promptly upon request except to the extent that they are required to be retained federal securities laws by the Sub-Adviser, its employees, officers, and agents (“Compliance Procedures”) and, the Adviser under applicable law. Further, such records shall be open to inspection by and the CompanyTrust have been provided a copy of a summary of the Compliance Procedures and any amendments thereto. The Sub-Adviser will also assure that notify the Company will Adviser promptly of any material compliance matters (as defined in Rule 38a-1 under the 0000 Xxx) relating directly or indirectly to, or could reasonably be expected to have an impact on, the same access as Fund Account, the Fund, the Trust, the Adviser or the Sub-Adviser. To the extent reasonably requested by the Trust or the Adviser, the Sub-Adviser has will also provide the Adviser with a summary (which may be in oral form) of any remedial actions that it takes in response to records relating deficiency letters or similar communications from the SEC or another regulator; provided, however, the Sub-Adviser will not be required to comply with this sentence where the Portfolio that are held by relevant third parties. Such inspections will be at reasonable times during business hours and only upon reasonable notice reporting of such events would violate applicable law or would result in the Company's desire to make an inspectioncontravention of client confidentiality, or the requests or expectations of a judicial, governmental or regulatory body. (c) The Sub-Adviser agrees has adopted a written code of ethics complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-1 under the 1940 Act and will provide the Adviser and the Trust with a copy of such code of ethics, together with evidence of its adoption and a certification that the Sub-Adviser has adopted procedures reasonably necessary to advise prevent violations of such code of ethics. Within thirty (30) days following the Manager end of the last calendar quarter of each year that this Agreement is in effect, the Sub-Adviser shall furnish to the Trust and the Adviser: (i) a written report that describes any developmentsissues arising under the code of ethics or procedures during the relevant period related to the Fund Account, including, but not limited to, information about material violations of the code or procedures and sanctions imposed in response to material violations; and (ii) a written certification that the Sub-Adviser has adopted procedures reasonably necessary to prevent violations of the code of ethics. In addition, the Sub-Adviser shall: (iii) promptly report to the Board in writing any material amendments to its code of ethics; (iv) immediately furnish to the Board all information regarding any material violation of the code of ethics related to the Fund Account by any “access person” subject to the Sub-Adviser’s code of ethics; and (v) provide quarterly reports to the Adviser on any material violations of the Sub-Adviser’s code of ethics during the period so indicated. Upon the reasonable written request of the Adviser, the Sub-Adviser shall respond to requests for information by the Adviser, its employees or its agents as to the reports required to be made to the Sub-Adviser by Rule 17j-1(d)(1) and related records that directly affect the Fund Account (e.g., provide summaries of such as the reassignment of a portfolio manager, that would require Prospectus disclosure reports with personal information redacted and subject in all cases to privacy and confidentiality obligations and to provide any necessary information related to such developmentsthe extent the Sub-Adviser is not prohibited from doing so under applicable law). (d) The Sub-Adviser has provided the Manager Trust and the Company Adviser with a copy of its most recent and complete Form ADV Part 2A and relevant Form ADV Part(s) 2B, which as of the date of this Agreement is its Form ADV Part 2A as most recently filed with the SEC and promptly will promptly furnish them with copies a copy of any material amendments to the FormTrust and the Adviser at least annually in accordance with the Advisers Act. Such amendments shall reflect significant developments affecting the Sub-Adviser, as required by the Advisers Act. (e) The Sub-Adviser shall furnish will notify the Manager with a certificate, signed by a duly authorized officer Trust and the Adviser of any change of control of the Sub-Adviser that designates Adviser, including any change of its general partners, controlling persons or 25% shareholders, as applicable, and any changes in the officers key personnel who are either the portfolio manager(s) of the Fund Account or employees senior management of the Sub-Adviser, in each case prior to such change if the Sub-Adviser having authority to act for is aware of such change but in any event not later than promptly after such change. For purposes of the foregoing, “senior management” shall mean the Chief Executive Officer, Chief Investment Officer, Chief Compliance Officer, Chief Financial Officer and on behalf General Counsel of the Sub-Adviser in connection with this AgreementAdviser. The Sub-Adviser agrees thatto bear all reasonable expenses of the Trust and Adviser, until if any, associated with any proxy statement, information statement and/or other disclosure documents that are necessary to permit the Sub-Adviser to continue to provide sub-advisory services to the Fund, arising out of such time change. (f) The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage in an amount that is considered commercially reasonable and appropriate under current industry practices from insurance providers that are in the business of regularly providing insurance coverage to investment advisers. In no event shall such coverage be less than $5,000,000. The Sub-Adviser shall upon reasonable request provide to the Adviser any information it may reasonably require concerning the amount or scope of such insurance in the form of certificates of insurance. The Sub-Adviser shall provide written notice to the Adviser of any cancellation of insurance coverage. (g) The Sub-Adviser will not, in violation of applicable law or regulation, use any material non-public information concerning portfolio companies that may be in or come into its possession or the possession of any of its affiliated persons or employees in providing investment advice or investment management services to the Fund. (h) The Sub-Adviser agrees that neither it, nor any of its affiliated persons, will in any way refer directly or indirectly to its relationship with the Trust, the Fund, the Adviser or any of their respective affiliated persons in offering, marketing or other promotional materials without the express written consent of the Adviser. For the avoidance of doubt, the Sub-Adviser may identify itself as a sub-adviser of the Manager is otherwise informed Fund during the term of this Agreement, which such right terminating upon termination of this Agreement, and the Sub-Adviser may use the performance of the Fund Account in writing by a duly authorized officer of its composite performance. (i) The Sub-Adviser agrees to notify the Adviser, as promptly as practicable upon the Sub-Adviser’s determination that there has been a breach of the Fund Account’s investment guidelines or a trade error, the Manager shall be authorized and entitled to rely on any notice, instruction, request, order or other communication, given either in writing or orally, and reasonably believed made by the Manager in good faith to be given by an authorized representative of the Sub-Adviser in its management of the Fund Account. For the avoidance of doubt, the Sub-Adviser shall follow its own trade error policy in this regard. (j) Regardless of whether the Sub-Adviser is registered with the National Futures Association as a commodity trading advisor, the Sub-Adviser will provide any commodity trading advice to the Fund Account as if the Sub-Adviser were exempt from registration as a commodity trading advisor. The Sub-Adviser acknowledges that the Fund will rely on CFTC Regulation 4.5 and shall manage the Fund Account in a manner consistent with the representations contained in the notice of eligibility on file with the National Futures Association. (k) The Sub-Adviser’s direct parent company Massachusetts Financial Services Company has established and will keep in effect a “disaster recovery” preparedness plan that applies to the Sub-Adviser and that sets forth procedures for recovery of critical business functions at minimum operating levels and can be implemented within a 24-hour time period. The Sub-Adviser shall notify the Adviser, as soon as practicable by telephone, email or such other method of prompt communication as may be available under the circumstances, of the occurrence of any event requiring the Sub-Adviser to implement any procedures under such plan. (l) The Sub-Adviser has administrative, technical and physical safeguards in place that are reasonably designed to comply with all laws and regulations applicable to the Sub-Adviser and meet or exceed the information security standards and practices that are commonly utilized by similarly sized managers in the asset management industry and, in the event the Sub-Adviser becomes aware of any actual or suspected network, system and/or data breach with respect to its infrastructure (including, but not limited to, a system intrusion, virus or malicious code attack, loss of data, data theft, unauthorized access to confidential information and/or nonpublic personal information, hacking incident or any acts of data xxxxxx) that results in unauthorized access to and/or use by third parties of the confidential information of the Fund or the Adviser (each, a “Cybersecurity Breach”), the Sub-Adviser will promptly take appropriate steps to contain or mitigate the Cybersecurity Breach, and notify the Adviser and the Fund.

Representations of the Sub-Adviser. 3.1. The Sub-Adviser represents has all requisite power and agrees that:authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement. (a) 3.2. The Sub-Adviser is registered as an "investment adviser" adviser under the Advisers Act and is currently has provided its current Form ADV, including the firm brochure and applicable brochure supplements to the Adviser. 3.3. The Sub-Adviser maintains errors and omissions insurance coverage in compliance in all material respects an appropriate amount and shall at all times continue provide prior written notice to comply the Adviser and the Trust (i) of any material changes in all its insurance policies or insurance coverage or (ii) if any material respects claims are made on its insurance policies. Furthermore, the Sub-Adviser shall upon reasonable request provide the Adviser and the Trust with any information they may reasonably require concerning the requirements imposed upon it by amount of or scope of such insurance. 3.4. None of the Advisers ActSub-Adviser, its affiliates, or any officer, director or employee of the Sub-Adviser or its affiliates is subject to any event set forth in Section 9 of the 1940 Act that would disqualify the Sub-Adviser from acting as an investment adviser to an investment company under the 1940 Act, the Internal Revenue Code, state securities laws and all applicable rules and regulations thereunder as they relate to the services provided under this Agreement. The Sub-Adviser will immediately promptly notify the Manager if it becomes aware Adviser and the Trust upon the Sub-Adviser’s discovery of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 9(a) of the 1940 Act or any other applicable law or regulationotherwise. (b) The Sub-Adviser will maintain, keep current and accurate, and preserve all records with respect to the Portfolio as are required of it under the Advisers Act and the 1940 Act, in the manner provided by such Acts and the rules thereunder3.5. The Sub-Adviser agrees that such records has adopted and implemented written policies and procedures, as required by Rule 206(4)‑ 7 under the Advisers Act, which are the property reasonably designed to prevent violations of the Company, and following termination of this Agreement will be surrendered to the Company promptly upon request except to the extent that they are required to be retained federal securities laws by the Sub-Adviser, its employees, officers, and agents. Upon reasonable notice to and reasonable request, the Sub-Adviser under applicable law. Further, shall provide the Adviser and the Trust with access to the records relating to such records shall be open policies and procedures as they relate to inspection by the CompanyFunds. The Sub-Adviser will also assure that provide, at the Company will have reasonable request of the same access Adviser or the Trust, periodic certifications, in a form reasonably acceptable to the Adviser or the Trust, attesting to such written policies and procedures. 3.6. The Sub-Adviser shall implement and maintain a business continuity plan and policies and procedures reasonably designed to prevent, detect and respond to cybersecurity threats and to implement such internal controls and other safeguards as the Sub-Adviser has reasonably believes are necessary to records relating protect each Fund’s confidential information and the nonpublic personal information of Fund shareholders. The Sub-Adviser shall promptly notify the Adviser and the Trust of any material violations or breaches of such policies and procedures. 3.7. The Sub-Adviser will not recommend that a Fund engage in any futures transactions, options on futures transactions or transactions in other commodity interests prior to the Portfolio that are held by relevant third parties. Such inspections will be at reasonable times during business hours both the Sub-Adviser and only upon reasonable the Adviser (or the Trading Adviser, as the case may be) becoming registered or filing a notice of exemption on behalf of the Company's desire to make an inspectionFund with the National Futures Association. (c) 3.8. The Sub-Adviser agrees to advise provide reasonable assistance with the Manager of any developments, such as the reassignment of a portfolio manager, that would require Prospectus disclosure and to provide any necessary information related to such developmentsliquidity classifications required under each Fund’s liquidity risk management program. (d) The Sub-Adviser has provided the Manager and the Company with a copy of its most recent and complete Form ADV and will promptly furnish them with copies of any material amendments to the Form. (e) The Sub-Adviser shall furnish the Manager with a certificate, signed by a duly authorized officer of the Sub-Adviser that designates the officers or employees of the Sub-Adviser having authority to act for and on behalf of the Sub-Adviser in connection with this Agreement. The Sub-Adviser agrees that, until such time as the Manager is otherwise informed in writing by a duly authorized officer of the Sub-Adviser, the Manager shall be authorized and entitled to rely on any notice, instruction, request, order or other communication, given either in writing or orally, and reasonably believed by the Manager in good faith to be given by an authorized representative of the Sub-Adviser.

Representations of the Sub-Adviser. 3.1. The Sub-Adviser represents has all requisite power and agrees that:authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement. (a) 3.2. The Sub-Adviser is registered as an "investment adviser" adviser under the Advisers Act and is currently has provided its current Form ADV, including the firm brochure and applicable brochure supplements to the Adviser. 3.3. The Sub-Adviser maintains errors and omissions insurance coverage in compliance in all material respects an appropriate amount and shall at all times continue provide prior written notice to comply the Adviser and the Trust (i) of any material changes in all its insurance policies or insurance coverage or (ii) if any material respects claims will be made on its insurance policies. Furthermore, the Sub-Adviser shall upon reasonable request provide the Adviser and the Trust with any information they may reasonably require concerning the requirements imposed upon it by amount of or scope of such insurance. 3.4. None of the Advisers ActSub-Adviser, its affiliates, or any officer, director or employee of the Sub-Adviser or its affiliates is subject to any event set forth in Section 9 of the 1940 Act that would disqualify the Sub-Adviser from acting as an investment adviser to an investment company under the 1940 Act, the Internal Revenue Code, state securities laws and all applicable rules and regulations thereunder as they relate to the services provided under this Agreement. The Sub-Adviser will immediately promptly notify the Manager if it becomes aware Adviser and the Trust upon the Sub-Adviser’s discovery of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 9(a) of the 1940 Act or any other applicable law or regulationotherwise. (b) The Sub-Adviser will maintain, keep current and accurate, and preserve all records with respect to the Portfolio as are required of it under the Advisers Act and the 1940 Act, in the manner provided by such Acts and the rules thereunder3.5. The Sub-Adviser agrees that such records has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are the property reasonably designed to prevent violations of the Company, and following termination of this Agreement will be surrendered to the Company promptly upon request except to the extent that they are required to be retained federal securities laws by the Sub-Adviser, its employees, officers, and agents. Upon reasonable notice to and reasonable request, the Sub-Adviser under applicable law. Further, shall provide the Adviser and the Trust with access to the records relating to such records shall be open policies and procedures as they relate to inspection by the CompanyFunds. The Sub-Adviser will also assure that provide, at the Company will have reasonable request of the same access Adviser or the Trust, periodic certifications, in a form reasonably acceptable to the Adviser or the Trust, attesting to such written policies and procedures. 3.6. The Sub-Adviser shall implement and maintain a business continuity plan and policies and procedures reasonably designed to prevent, detect and respond to cybersecurity threats and to implement such internal controls and other safeguards as the Sub-Adviser has reasonably believes are necessary to records relating protect each Fund’s confidential information and the nonpublic personal information of Fund shareholders. The Sub-Adviser shall promptly notify the Adviser and the Trust of any material violations or breaches of such policies and procedures. 3.7. To the extent the Sub-Adviser is exercising “discretionary" Trading Authority, if any, the Sub-Adviser will not engage in any futures transactions, options on futures transactions or transactions in other commodity interests on behalf of a Fund prior to the Portfolio that are held by relevant third parties. Such inspections will be at reasonable times during business hours and only upon reasonable Sub-Adviser becoming registered or filing a notice of exemption on behalf of the Company's desire Fund with the National Futures Association (the “NFA”). To the extent the Sub-Adviser has “non-discretionary” Trading Authority, the Sub-Adviser will not recommend that a Fund engage in any futures transactions, options on futures transactions or transactions in other commodity interests prior to make an inspectionboth the Sub-Adviser and the Adviser (or the Trading Adviser, as the case may be) becoming registered or filing a notice of exemption on behalf of the Fund with the NFA. (c) 3.8. The Sub-Adviser agrees to advise provide reasonable assistance with the Manager of any developments, such as the reassignment of a portfolio manager, that would require Prospectus disclosure and to provide any necessary information related to such developmentsliquidity classifications required under each Fund’s liquidity risk management program. (d) The Sub-Adviser has provided the Manager and the Company with a copy of its most recent and complete Form ADV and will promptly furnish them with copies of any material amendments to the Form. (e) The Sub-Adviser shall furnish the Manager with a certificate, signed by a duly authorized officer of the Sub-Adviser that designates the officers or employees of the Sub-Adviser having authority to act for and on behalf of the Sub-Adviser in connection with this Agreement. The Sub-Adviser agrees that, until such time as the Manager is otherwise informed in writing by a duly authorized officer of the Sub-Adviser, the Manager shall be authorized and entitled to rely on any notice, instruction, request, order or other communication, given either in writing or orally, and reasonably believed by the Manager in good faith to be given by an authorized representative of the Sub-Adviser.

Representations of the Sub-Adviser. The Sub-Adviser represents and agrees that: (a) The Sub-Adviser is registered as an "investment adviser" under the Advisers Act and is currently in compliance in all material respects and shall at all times continue to comply in all material respects with the requirements imposed upon it by the Advisers Act, the 1940 Act, the Internal Revenue Code, state securities laws and all applicable rules and regulations thereunder as they relate to the services provided under this Interim Agreement. The Sub-Adviser will immediately notify the Manager if it becomes aware of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 of the 1940 Act or any other applicable law or regulation. (b) The Sub-Adviser will maintain, keep current and accurate, and preserve all records with respect to the Portfolio as are required of it under the Advisers Act and the 1940 Act, in the manner provided by such Acts and the rules thereunder. The Sub-Adviser agrees that such records are the property of the Company, and following termination of this Interim Agreement will be surrendered to the Company promptly upon request except to the extent that they are required to be retained by the Sub-Adviser under applicable law. Further, such records shall be open to inspection by the Company. The Sub-Adviser will also assure that the Company will have the same access as the Sub-Adviser has to records relating to the Portfolio that are held by relevant third parties. Such inspections will be at reasonable times during business hours and only upon reasonable notice of the Company's desire to make an inspection. (c) The Sub-Adviser agrees to advise the Manager of any developments, such as the reassignment of a portfolio manager, that would require Prospectus disclosure and to provide any necessary information related to such developments. (d) The Sub-Adviser has provided the Manager and the Company with a copy of its most recent and complete Form ADV and will promptly furnish them with copies of any material amendments to the Form. (e) The Sub-Adviser shall furnish the Manager with a certificate, signed by a duly authorized officer of the Sub-Adviser that designates the officers or employees of the Sub-Adviser having authority to act for and on behalf of the Sub-Adviser in connection with this Interim Agreement. The Sub-Adviser agrees that, until such time as the Manager is otherwise informed in writing by a duly authorized officer of the Sub-Adviser, the Manager shall be authorized and entitled to rely on any notice, instruction, request, order or other communication, given either in writing or orally, and reasonably believed by the Manager in good faith to be given by an authorized representative of the Sub-Adviser.

Representations of the Sub-Adviser. 3.1. The Sub-Adviser represents has all requisite power and agrees that:authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement. (a) 3.2. The Sub-Adviser is registered as an "investment adviser" adviser under the Advisers Act and is currently has provided its current Form ADV, including the firm brochure and applicable brochure supplements to the Adviser. 3.3. The Sub-Adviser maintains errors and omissions insurance coverage in compliance in all material respects an appropriate amount and shall at all times continue provide prior written notice to comply the Adviser and the Trust (i) of any material changes in all its insurance policies or insurance coverage or (ii) if any material respects claims will be made on its insurance policies. Furthermore, the Sub-Adviser shall upon reasonable request provide the Adviser and the Trust with any information it may reasonably require concerning the requirements imposed upon it by amount of or scope of such insurance. 3.4. None of the Advisers ActSub-Adviser, its affiliates, or any officer, director or employee of the Sub-Adviser or its affiliates is subject to any event set forth in Section 9 of the 1940 Act that would disqualify the Sub-Adviser from acting as an investment adviser to an investment company under the 1940 Act, the Internal Revenue Code, state securities laws and all applicable rules and regulations thereunder as they relate to the services provided under this Agreement. The Sub-Adviser will immediately promptly notify the Manager if it becomes aware Adviser and the Trust upon the Sub-Adviser’s discovery of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 9(a) of the 1940 Act or any other applicable law or regulationotherwise. (b) The Sub-Adviser will maintain, keep current and accurate, and preserve all records with respect to the Portfolio as are required of it under the Advisers Act and the 1940 Act, in the manner provided by such Acts and the rules thereunder3.5. The Sub-Adviser agrees that such records has adopted and implemented written policies and procedures, as required by Rule 206(4)‑ 7 under the Advisers Act, which are the property reasonably designed to prevent violations of the Company, and following termination of this Agreement will be surrendered to the Company promptly upon request except to the extent that they are required to be retained federal securities laws by the Sub-Adviser, its employees, officers, and agents. Upon reasonable notice to and reasonable request, the Sub-Adviser under applicable law. Further, shall provide the Adviser and the Trust with access to the records relating to such records shall be open policies and procedures as they relate to inspection by the CompanyFunds. The Sub-Adviser will also assure that provide, at the Company will have reasonable request of the same access Adviser or the Trust, periodic certifications, in a form reasonably acceptable to the Adviser or the Trust, attesting to such written policies and procedures. 3.6. The Sub-Adviser shall implement and maintain a business continuity plan and policies and procedures reasonably designed to prevent, detect and respond to cybersecurity threats and to implement such internal controls and other safeguards as the Sub-Adviser has reasonably believes are necessary to records relating protect each Fund’s confidential information and the nonpublic personal information of Fund shareholders. The Sub-Adviser shall promptly notify the Adviser and the Trust of any material violations or breaches of such policies and procedures. 3.7. The Sub-Adviser will not engage in any futures transactions, options on futures transactions or transactions in other commodity interests on behalf of a Fund prior to the Portfolio that are held by relevant third parties. Such inspections will be at reasonable times during business hours and only upon reasonable Sub-Adviser becoming registered or filing a notice of exemption on behalf of the Company's desire to make an inspectionFund with the National Futures Association. (c) 3.8. The Sub-Adviser agrees to advise provide reasonable assistance with the Manager of any developments, such as the reassignment of a portfolio manager, that would require Prospectus disclosure and to provide any necessary information related to such developmentsliquidity classifications required under each Fund’s liquidity risk management program. (d) The Sub-Adviser has provided the Manager and the Company with a copy of its most recent and complete Form ADV and will promptly furnish them with copies of any material amendments to the Form. (e) The Sub-Adviser shall furnish the Manager with a certificate, signed by a duly authorized officer of the Sub-Adviser that designates the officers or employees of the Sub-Adviser having authority to act for and on behalf of the Sub-Adviser in connection with this Agreement. The Sub-Adviser agrees that, until such time as the Manager is otherwise informed in writing by a duly authorized officer of the Sub-Adviser, the Manager shall be authorized and entitled to rely on any notice, instruction, request, order or other communication, given either in writing or orally, and reasonably believed by the Manager in good faith to be given by an authorized representative of the Sub-Adviser.

Representations of the Sub-Adviser. The Sub-Adviser represents and agrees that: (a) : The Sub-Adviser is registered as an "investment adviser" under the Advisers Act and is currently in compliance in all material respects and shall at all times continue to comply in all material respects with the requirements imposed upon it by the Advisers Act, the 1940 Act, the Internal Revenue Code, state securities laws and all applicable rules and regulations thereunder as they relate to the services provided under this Agreement. The Sub-Adviser will immediately notify the Manager if it becomes aware of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 of the 1940 Act 1940Act or any other applicable law or regulation. (b) . The Sub-Adviser will maintain, keep current and accurate, and preserve all records with respect to the Portfolio as are required of it under the Advisers Act and the 1940 Act, in the manner provided by such Acts and the rules thereunder. The Sub-Adviser agrees that such records are the property of the Company, and following termination of this Agreement will be surrendered to the Company promptly upon request except to the extent that they are required to be retained by the Sub-Adviser under applicable law. Further, such records shall be open to inspection by the Company. The Sub-Adviser will also assure that the Company will have the same access as the Sub-Adviser has to records relating to the Portfolio that are held by relevant third parties. Such inspections will be at reasonable times during business hours and only upon reasonable notice of the Company's desire to make an inspection. (c) . The Sub-Adviser agrees to advise the Manager of any developments, such as the reassignment of a portfolio manager, that would require Prospectus disclosure and to provide any necessary information related to such developments. (d) . The Sub-Adviser has provided the Manager and the Company with a copy of its most recent and complete Form ADV and will promptly furnish them with copies of any material amendments to the Form. (e) . The Sub-Adviser shall furnish the Manager with a certificate, signed by a duly authorized officer of the Sub-Adviser that designates the officers or employees of the Sub-Adviser having authority to act for and on behalf of the Sub-Adviser in connection with this Agreement. The Sub-Adviser agrees that, until such time as the Manager is otherwise informed in writing by a duly authorized officer of the Sub-Adviser, the Manager shall be authorized and entitled to rely on any notice, instruction, request, order or other communication, given either in writing or orally, and reasonably believed by the Manager in good faith to be given by an authorized representative of the Sub-Adviser.

Representations of the Sub-Adviser. The Sub-Adviser represents represents, warrants, and agrees thatas follows: A. The Sub-Adviser: (ai) The Sub-Adviser is registered as an "investment adviser" adviser under the Advisers Act and is currently in compliance in all material respects and shall at all times will continue to comply be so registered for so long as this Agreement remains in all material respects with the requirements imposed upon it effect; (ii) is not prohibited by the 1940 Act or the Advisers Act, the 1940 Act, the Internal Revenue Code, state securities laws and all applicable rules and regulations thereunder as they relate to Act from performing the services provided under contemplated by this Agreement. The Sub; (iii) has met, and will continue to meet for so long as this Agreement remains in effect, any applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-Adviser regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will immediately notify the Manager if it becomes aware Investment Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 (a) of the 1940 Act or any other applicable law or regulationotherwise. (b) B. The Sub-Adviser will maintain, keep current has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and accurate, and preserve all records with respect to the Portfolio as are required of it 204A-1 under the Advisers Act and will provide the 1940 ActInvestment Adviser and ATST with a copy of such code of ethics and any amendments thereto, in together with evidence of adoption for review and approval by the manner provided by such Acts and the rules thereunderBoard. The Sub-Adviser agrees understands that such records are the property of the Company, and following termination of this Agreement will be surrendered to the Company promptly upon request except to the extent that they are Board is required to be retained by approve the Sub-Adviser's code of ethics and acknowledges that the Agreement is conditioned upon such Board approval. C. under the Advisers Act and will provide the Investment Adviser under applicable law. Furtherand ATST with a copy of such policies and procedures and any amendments thereto, such records shall be open to inspection together with evidence of adoption for review and approval by the CompanyBoard. The Sub-Adviser will also assure understands that the Company will have the same access as Board is required to approve the Sub-Adviser has to records relating to Adviser's proxy voting policies and procedures and acknowledges that the Portfolio that are held by relevant third parties. Such inspections will be at reasonable times during business hours and only Agreement is conditioned upon reasonable notice of the Company's desire to make an inspectionsuch Board approval. (c) The Sub-Adviser agrees to advise the Manager of any developments, such as the reassignment of a portfolio manager, that would require Prospectus disclosure and to provide any necessary information related to such developments. (d) D. The Sub-Adviser has provided the Manager Investment Adviser and the Company ATST with a copy of its most recent and complete Form ADV as most recently filed with the SEC and will, promptly after filing any material amendment to its Form ADV with the SEC, furnish a copy of such amendment to the Investment Adviser. E. The Sub-Adviser has adopted compliance policies and procedures reasonably designed to prevent violations of the Advisers Act and the rules thereunder, has provided ATST and the Investment Adviser with a copy of such compliance policies and procedures (and will promptly furnish provide them with copies any amendments thereto), and agrees to assist the Portfolio in complying with the Portfolio's compliance program adopted pursuant to Rule 38a-1 under the 1940 Act, to the extent applicable. The Sub-Adviser understands that the Board is required to approve the Sub-Adviser's compliance policies and procedures and acknowledges that the Agreement is conditioned upon such Board approval. F. The Sub-Adviser acknowledges that the Portfolio offers its shares so that it may serve as an investment vehicle for variable annuity contracts and variable life insurance policies issued by insurance companies. Consequently, the Sub-Adviser will manage the Portfolio so that the Portfolio will qualify as a regulated investment company under Subchapter M of the Internal Revenue Code and will comply with the diversification requirements of Section 817(h) of the Internal Revenue Code and the regulations issued thereunder, and any other rules and regulations applicable to investment vehicles underlying variable annuity contracts or variable life insurance policies (together, the "Tax Rules"), and it will immediately notify the Investment Adviser and the Portfolio upon having a reasonable basis for believing that the Portfolio has ceased to (i) comply with such Tax Rules or may not be in compliance in the future; or (ii) qualify as a regulated investment company or may not so qualify in the future. In connection with such compliance tests, the Investment Adviser shall inform the Sub-Adviser of any material amendments rules and regulations applicable to investment vehicles underlying variable annuity contracts or variable life insurance policies to which the Portfolio is subject, the Investment Adviser shall upon reasonable request prepare and provide reports to the FormSub-Adviser, generally within 10 business days of a calendar quarter end relating to the diversification of the Portfolio, and the Sub-Adviser shall review such reports for purposes of determining compliance with such diversification requirements. If it is determined that the Portfolio is not in compliance with the requirements noted above, the Sub-Adviser will take prompt action to bring the Portfolio back into compliance within the time permitted under the Tax Rules. (e) G. The Sub-Adviser shall furnish notify the Manager with a certificate, signed by a duly authorized officer Investment Adviser and the Portfolio immediately of any material fact known to the Sub-Adviser relating to the Sub-Adviser that designates is not contained in the officers Registration Statement, or employees any amendment or supplement thereto, and which is required to be contained therein, or of the Sub-Adviser having authority to act for and on behalf of the Sub-Adviser any statement contained therein that becomes untrue in connection with this Agreement. any material respect. H. The Sub-Adviser agrees that, until shall not direct the Portfolio's portfolio securities transactions to a broker or dealer in consideration of such time as the Manager is otherwise informed in writing by a duly authorized officer broker or dealer's promotion or sales of shares of the Sub-AdviserPortfolio, the Manager shall be authorized and entitled to rely on any noticeother series of ATST, instruction, request, order or any other communication, given either in writing or orally, and reasonably believed by the Manager in good faith to be given by an authorized representative of the Sub-Adviserregistered investment company.

Representations of the Sub-Adviser. 3.1. The Sub-Adviser represents has all requisite power and agrees that:authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement. (a) 3.2. The Sub-Adviser is registered as an "investment adviser" adviser under the Advisers Act and is currently has provided its current Form ADV, including the firm brochure and applicable brochure supplements to the Adviser. 3.3. The Sub-Adviser maintains errors and omissions insurance coverage in compliance in all material respects an appropriate amount and shall at all times continue provide prior written notice to comply the Adviser and the Trust of any material changes in all material respects its insurance policies or insurance coverage. Furthermore, the Sub-Adviser shall upon reasonable request provide the Adviser and the Trust with any information it may reasonably require concerning the requirements imposed upon it by amount of or scope of such insurance. 3.4. None of the Advisers ActSub-Adviser, its affiliates, or any officer, director or employee of the Sub-Adviser or its affiliates is subject to any event set forth in Section 9 of the 1940 Act that would disqualify the Sub-Adviser from acting as an investment adviser to an investment company under the 1940 Act, the Internal Revenue Code, state securities laws and all applicable rules and regulations thereunder as they relate to the services provided under this Agreement. The Sub-Adviser will immediately promptly notify the Manager if it becomes aware Adviser and the Trust upon the Sub-Adviser’s discovery of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 9(a) of the 1940 Act or any other applicable law or regulationotherwise. (b) The Sub-Adviser will maintain, keep current and accurate, and preserve all records with respect to the Portfolio as are required of it under the Advisers Act and the 1940 Act, in the manner provided by such Acts and the rules thereunder3.5. The Sub-Adviser agrees that such records has adopted and implemented written policies and procedures, as required by Rule 206(4)‑ 7 under the Advisers Act, which are the property reasonably designed to prevent violations of the Company, and following termination of this Agreement will be surrendered to the Company promptly upon request except to the extent that they are required to be retained federal securities laws by the Sub-Adviser, its employees, officers, and agents. Upon reasonable notice to and reasonable request, the Sub-Adviser under applicable law. Further, shall provide the Adviser and the Trust with access to the records relating to such records shall be open policies and procedures as they relate to inspection by the CompanyFunds. The Sub-Adviser will also assure that provide, at the Company will have reasonable request of the same access Adviser or the Trust, periodic certifications, in a form reasonably acceptable to the Adviser or the Trust, attesting to such written policies and procedures. 3.6. The Sub-Adviser shall implement and maintain a business continuity plan and policies and procedures reasonably designed to prevent, detect and respond to cybersecurity threats and to implement such internal controls and other safeguards as the Sub-Adviser has reasonably believes are necessary to records relating protect each Fund’s confidential information and the nonpublic personal information of Fund shareholders. The Sub-Adviser shall promptly notify the Adviser and the Trust of any material violations or breaches of such policies and procedures. 3.7. The Sub-Adviser will not engage in any futures transactions, options on futures transactions or transactions in other commodity interests on behalf of a Fund prior to the Portfolio that are held by relevant third parties. Such inspections will be at reasonable times during business hours and only upon reasonable Sub-Adviser becoming registered or filing a notice of exemption on behalf of the Company's desire to make an inspectionFund with the National Futures Association. (c) 3.8. The Sub-Adviser agrees to advise the Manager of any developments, such as the reassignment of a portfolio manager, that would require Prospectus disclosure and to provide any necessary information related to such developments. (d) The Sub-Adviser has provided the Manager and the Company with a copy of its most recent and complete Form ADV and will promptly furnish them with copies of any material amendments reasonable assistance to the FormAdviser with the liquidity classifications required under each Fund’s liquidity risk management program. (e) The Sub-Adviser shall furnish the Manager with a certificate, signed by a duly authorized officer of the Sub-Adviser that designates the officers or employees of the Sub-Adviser having authority to act for and on behalf of the Sub-Adviser in connection with this Agreement. The Sub-Adviser agrees that, until such time as the Manager is otherwise informed in writing by a duly authorized officer of the Sub-Adviser, the Manager shall be authorized and entitled to rely on any notice, instruction, request, order or other communication, given either in writing or orally, and reasonably believed by the Manager in good faith to be given by an authorized representative of the Sub-Adviser.

Representations of the Sub-Adviser. 3.1. The Sub-Adviser represents has all requisite power and agrees that:authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement. (a) 3.2. The Sub-Adviser is registered as an "investment adviser" adviser under the Advisers Act and is currently has provided its current Form ADV, including the firm brochure and applicable brochure supplements to the Adviser. 3.3. The Sub-Adviser maintains errors and omissions insurance coverage in compliance in all material respects an appropriate amount and shall at all times continue provide prior written notice to comply the Adviser and the Trust (i) of any material changes in all its insurance policies or insurance coverage or (ii) if any material respects claims will be made on its insurance policies. Furthermore, the Sub-Adviser shall upon reasonable request provide the Adviser and the Trust with any information it may reasonably require concerning the requirements imposed upon it by amount of or scope of such insurance. 3.4. None of the Advisers ActSub-Adviser, its affiliates, or any officer, director or employee of the Sub‑Adviser or its affiliates is subject to any event set forth in Section 9 of the 1940 Act that would disqualify the Sub-Adviser from acting as an investment adviser to an investment company under the 1940 Act, the Internal Revenue Code, state securities laws and all applicable rules and regulations thereunder as they relate to the services provided under this Agreement. The Sub-Adviser will immediately promptly notify the Manager if it becomes aware Adviser and the Trust upon the Sub-Adviser’s discovery of the occurrence of any event that would disqualify the Sub-Sub- Adviser from serving as an investment adviser of an investment company pursuant to Section 9 9(a) of the 1940 Act or any other applicable law or regulationotherwise. (b) The Sub-Adviser will maintain, keep current and accurate, and preserve all records with respect to the Portfolio as are required of it under the Advisers Act and the 1940 Act, in the manner provided by such Acts and the rules thereunder3.5. The Sub-Adviser agrees that such records has adopted and implemented written policies and procedures, as required by Rule 206(4)‑7 under the Advisers Act, which are the property reasonably designed to prevent violations of the Company, and following termination of this Agreement will be surrendered to the Company promptly upon request except to the extent that they are required to be retained federal securities laws by the Sub-Adviser, its employees, officers, and agents. Upon reasonable notice to and reasonable request, the Sub-Adviser under applicable law. Further, shall provide the Adviser and the Trust with access to the records relating to such records shall be open policies and procedures as they relate to inspection by the CompanyFund(s). The Sub-Adviser will also assure that provide, at the Company will have reasonable request of the same access Adviser or the Trust, periodic certifications, in a form reasonably acceptable to the Adviser or the Trust, attesting to such written policies and procedures. 3.6. The Sub-Adviser shall implement and maintain a business continuity plan and policies and procedures reasonably designed to prevent, detect and respond to cybersecurity threats and to implement such internal controls and other safeguards as the Sub-Adviser has reasonably believes are necessary to records relating protect each Fund’s confidential information and the nonpublic personal information of Fund shareholders. The Sub-Adviser shall promptly notify the Adviser and the Trust of any material violations or breaches of such policies and procedures. 3.7. The Sub-Adviser will not engage in any futures transactions, options on futures transactions or transactions in other commodity interests on behalf of a Fund prior to the Portfolio that are held by relevant third parties. Such inspections will be at reasonable times during business hours and only upon reasonable Sub-Adviser becoming registered or filing a notice of exemption on behalf of the Company's desire to make an inspectionFund with the National Futures Association. (c) 3.8. The Sub-Adviser agrees to advise provide reasonable assistance with the Manager of any developments, such as liquidity classifications required under each Fund’s liquidity risk management program when implemented in accordance with Rule 22e‑4 under the reassignment of a portfolio manager, that would require Prospectus disclosure and to provide any necessary information related to such developments1940 Act. (d) The Sub-Adviser has provided the Manager and the Company with a copy of its most recent and complete Form ADV and will promptly furnish them with copies of any material amendments to the Form. (e) The Sub-Adviser shall furnish the Manager with a certificate, signed by a duly authorized officer of the Sub-Adviser that designates the officers or employees of the Sub-Adviser having authority to act for and on behalf of the Sub-Adviser in connection with this Agreement. The Sub-Adviser agrees that, until such time as the Manager is otherwise informed in writing by a duly authorized officer of the Sub-Adviser, the Manager shall be authorized and entitled to rely on any notice, instruction, request, order or other communication, given either in writing or orally, and reasonably believed by the Manager in good faith to be given by an authorized representative of the Sub-Adviser.

Representations of the Sub-Adviser. 3.1 The Sub-Adviser represents has all requisite power and agrees that:authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement. (a) 3.2 The Sub-Adviser is registered as an "investment adviser" adviser under the Advisers Act and is currently has provided its current Form ADV, including the firm brochure and applicable brochure supplements to the Adviser. 3.3 The Sub-Adviser maintains errors and omissions insurance coverage in compliance in all material respects an appropriate amount and shall at all times continue provide prior written notice to comply the Adviser and the Trust (i) of any material changes in all its insurance policies or insurance coverage or (ii) if any material respects claims will be made on its insurance policies. Furthermore, the Sub-Adviser shall upon reasonable request provide the Adviser and the Trust with any information it may reasonably require concerning the requirements imposed upon it by amount of or scope of such insurance. 3.4 None of the Advisers ActSub-Adviser, its affiliates, or any officer, director or employee of the Sub-Adviser or its affiliates is subject to any event set forth in Section 9 of the 1940 Act that would disqualify the Sub-Adviser from acting as an investment adviser to an investment company under the 1940 Act, the Internal Revenue Code, state securities laws and all applicable rules and regulations thereunder as they relate to the services provided under this Agreement. The Sub-Adviser will immediately promptly notify the Manager if it becomes aware Adviser and the Trust upon the Sub-Adviser's discovery of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 9(a) of the 1940 Act or any other applicable law or regulationotherwise. (b) 3.5 The Sub-Adviser will maintainhas adopted and implemented written policies and procedures, keep current and accurate, and preserve all records with respect to the Portfolio as are required of it by Rule 206(4)-7 under the Advisers Act and the 1940 Act, in the manner provided by such Acts and the rules thereunder. The Sub-Adviser agrees that such records which are the property reasonably designed to prevent violations of the Company, and following termination of this Agreement will be surrendered to the Company promptly upon request except to the extent that they are required to be retained federal securities laws by the Sub-Adviser, its employees, officers, and agents. Upon reasonable notice to and reasonable request, the Sub-Adviser under applicable law. Further, shall provide the Adviser and the Trust with access to the records relating to such records shall be open policies and procedures as they relate to inspection by the CompanyFunds. The Sub-Adviser will also assure that provide, at the Company will have reasonable request of the same access Adviser or the Trust, periodic certifications, in a form reasonably acceptable to the Adviser or the Trust, attesting to such written policies and procedures. 3.6 The Sub-Adviser shall implement and maintain a business continuity plan and policies and procedures reasonably designed to prevent, detect and respond to cybersecurity threats and to implement such internal controls and other safeguards as the Sub-Adviser has reasonably believes are necessary to records relating protect each Fund's confidential information and the nonpublic personal information of Fund shareholders. The Sub-Adviser shall promptly notify the Adviser and the Trust of any material violations or breaches of such policies and procedures. 3.7 The Sub-Adviser will not engage in (or recommend) any futures transactions, options on futures transactions or transactions in other commodity interests on behalf of a Fund prior to the Portfolio that are held by relevant third parties. Such inspections will be at reasonable times during business hours and only upon reasonable Sub-Adviser (and/or the Adviser, as the case may be) becoming registered or filing a notice of exemption on behalf of the Company's desire to make an inspectionFund with the National Futures Association. (c) 3.8 The Sub-Adviser agrees to advise provide reasonable assistance with the Manager of any developments, such as liquidity classifications required under each Fund's liquidity risk management program when implemented in accordance with Rule 22e-4 under the reassignment of a portfolio manager, that would require Prospectus disclosure and to provide any necessary information related to such developments1940 Act. (d) The Sub-Adviser has provided the Manager and the Company with a copy of its most recent and complete Form ADV and will promptly furnish them with copies of any material amendments to the Form. (e) The Sub-Adviser shall furnish the Manager with a certificate, signed by a duly authorized officer of the Sub-Adviser that designates the officers or employees of the Sub-Adviser having authority to act for and on behalf of the Sub-Adviser in connection with this Agreement. The Sub-Adviser agrees that, until such time as the Manager is otherwise informed in writing by a duly authorized officer of the Sub-Adviser, the Manager shall be authorized and entitled to rely on any notice, instruction, request, order or other communication, given either in writing or orally, and reasonably believed by the Manager in good faith to be given by an authorized representative of the Sub-Adviser.

Representations of the Sub-Adviser. The Sub-Adviser represents and agrees that: (a) The Sub-Adviser is registered as an "“investment adviser" ” under the Advisers Act and is currently in compliance in all material respects and shall at all times continue to comply in all material respects with the requirements imposed upon it by the Advisers Act, the 1940 Act, the Internal Revenue Code, state securities laws and all applicable rules and regulations thereunder as they relate to the services provided under this Interim Agreement. The Sub-Adviser will immediately notify the Manager if it becomes aware of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 of the 1940 Act or any other applicable law or regulation. (b) The Sub-Adviser will maintain, keep current and accurate, and preserve all records with respect to the Portfolio as are required of it under the Advisers Act and the 1940 Act, in the manner provided by such Acts and the rules thereunder. The Sub-Adviser agrees that such records are the property of the Company, and following termination of this Interim Agreement will be surrendered to the Company promptly upon request except to the extent that they are required to be retained by the Sub-Adviser under applicable law. Further, such records shall be open to inspection by the Company. The Sub-Adviser will also assure that the Company will have the same access as the Sub-Adviser has to records relating to the Portfolio that are held by relevant third parties. Such inspections will be at reasonable times during business hours and only upon reasonable notice of the Company's ’s desire to make an inspection. (c) The Sub-Adviser agrees to advise the Manager of any developments, such as the reassignment of a portfolio manager, that would require Prospectus disclosure and to provide any necessary information related to such developments. (d) The Sub-Adviser has provided the Manager and the Company with a copy of its most recent and complete Form ADV and will promptly furnish them with copies of any material amendments to the Form. (e) The Sub-Adviser shall furnish the Manager with a certificate, signed by a duly authorized officer of the Sub-Adviser that designates the officers or employees of the Sub-Adviser having authority to act for and on behalf of the Sub-Adviser in connection with this Interim Agreement. The Sub-Adviser agrees that, until such time as the Manager is otherwise informed in writing by a duly authorized officer of the Sub-Adviser, the Manager shall be authorized and entitled to rely on any notice, instruction, request, order or other communication, given either in writing or orally, and reasonably believed by the Manager in good faith to be given by an authorized representative of the Sub-Adviser.

Representations of the Sub-Adviser. 3.1. The Sub-Adviser represents has all requisite power and agrees that:authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement. (a) 3.2. The Sub-Adviser is registered as an "investment adviser" adviser under the Advisers Act and is currently has provided its current Form ADV, including the firm brochure and applicable brochure supplements to the Adviser. 3.3. The Sub-Adviser maintains errors and omissions insurance coverage in compliance in all material respects an appropriate amount and shall at all times continue provide prior written notice to comply the Adviser and the Trust (i) of any material changes in all its insurance policies or insurance coverage or (ii) if any material respects claims will be made on its insurance policies. Furthermore, the Sub-Adviser shall upon reasonable request provide the Adviser and the Trust with any information they may reasonably require concerning the requirements imposed upon it by amount of or scope of such insurance. 3.4. None of the Advisers ActSub-Adviser, its affiliates, or any officer, director or employee of the Sub-Adviser or its affiliates is subject to any event set forth in Section 9 of the 1940 Act that would disqualify the Sub-Adviser from acting as an investment adviser to an investment company under the 1940 Act, the Internal Revenue Code, state securities laws and all applicable rules and regulations thereunder as they relate to the services provided under this Agreement. The Sub-Adviser will immediately promptly notify the Manager if it becomes aware Adviser and the Trust upon the Sub-Adviser’s discovery of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 9(a) of the 1940 Act or any other applicable law or regulationotherwise. (b) The Sub-Adviser will maintain, keep current and accurate, and preserve all records with respect to the Portfolio as are required of it under the Advisers Act and the 1940 Act, in the manner provided by such Acts and the rules thereunder3.5. The Sub-Adviser agrees that such records has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are the property reasonably designed to prevent violations of the Company, and following termination of this Agreement will be surrendered to the Company promptly upon request except to the extent that they are required to be retained federal securities laws by the Sub-Adviser, its employees, officers, and agents. Upon reasonable notice to and reasonable request, the Sub-Adviser under applicable law. Further, shall provide the Adviser and the Trust with access to the records relating to such records shall be open policies and procedures as they relate to inspection by the CompanyFunds. The Sub-Adviser will also assure that provide, at the Company will have reasonable request of the same access Adviser or the Trust, periodic certifications, in a form reasonably acceptable to the Adviser or the Trust, attesting to such written policies and procedures. 3.6. The Sub-Adviser shall implement and maintain a business continuity plan and policies and procedures reasonably designed to prevent, detect and respond to cybersecurity threats and to implement such internal controls and other safeguards as the Sub-Adviser reasonably believes are necessary to protect each Fund’s confidential information and the nonpublic personal information of Fund shareholders. The Sub-Adviser shall promptly notify the Adviser and the Trust of any material violations or breaches of such policies and procedures. 3.7. The Sub-Adviser has to records reviewed the registration requirements of the Commodity Exchange Act (the “CEA”) and the National Futures Association (“NFA”) relating to commodity trading advisors and is either appropriately registered with the Portfolio that are held by relevant third parties. Such inspections will be at reasonable times during business hours Commodity Futures Trading Commission (“CFTC”) and only upon reasonable notice a member of the Company's desire NFA or exempt or excluded from CFTC registration requirements. The Sub-Adviser undertakes to make an inspectionany notice filings as may be required by the CFTC in order to rely on the exemption in CFTC Rule 4.7 with respect to a Fund. (c) 3.8. The Sub-Adviser agrees to advise provide reasonable assistance with the Manager of any developments, such as the reassignment of a portfolio manager, that would require Prospectus disclosure and to provide any necessary information related to such developmentsliquidity classifications required under each Fund’s liquidity risk management program. (d) The Sub-Adviser has provided the Manager and the Company with a copy of its most recent and complete Form ADV and will promptly furnish them with copies of any material amendments to the Form. (e) The Sub-Adviser shall furnish the Manager with a certificate, signed by a duly authorized officer of the Sub-Adviser that designates the officers or employees of the Sub-Adviser having authority to act for and on behalf of the Sub-Adviser in connection with this Agreement. The Sub-Adviser agrees that, until such time as the Manager is otherwise informed in writing by a duly authorized officer of the Sub-Adviser, the Manager shall be authorized and entitled to rely on any notice, instruction, request, order or other communication, given either in writing or orally, and reasonably believed by the Manager in good faith to be given by an authorized representative of the Sub-Adviser.

Representations of the Sub-Adviser. The Sub-Adviser represents and agrees that: (a) The Sub-Adviser is registered as an "investment adviser" under the Advisers Act and is currently in compliance in all material respects and shall at all times continue to comply in all material respects with the requirements imposed upon it by the Advisers Act, the 1940 Act, the Internal Revenue Code, state securities laws and all applicable rules and regulations thereunder as they relate to the services provided under this Agreement. The Sub-Adviser will immediately notify the Manager if it becomes aware of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 of the 1940 Act or any other applicable law or regulation. (b) The Sub-Adviser will maintain, keep current and accurate, and preserve all records with respect to the Portfolio as are required of it under the Advisers Act and the 1940 Act, in the manner provided by such Acts and the rules thereunder. The Sub-Adviser agrees that such records are the property of the Company, and following termination of this Agreement will be surrendered to the Company promptly upon request except to the extent that they are required to be retained by the Sub-Adviser under applicable law. Further, such records shall be open to inspection by the CompanyCompany at reasonable business hours and upon prior notice to the Sub-Adviser. The Sub-Adviser will also use reasonable efforts to assure that the Company will have the same access as the Sub-Adviser has to records relating to the Portfolio Assets that are held by relevant third parties. Such inspections will be at reasonable times during business hours and only upon reasonable notice of the Company's desire to make an inspection. (c) The Sub-Adviser agrees to advise the Manager of any developments, such as the reassignment of a portfolio manager, that would require Prospectus disclosure and to provide any reasonably necessary information related to such developments. (d) The Sub-Adviser has provided the Manager and the Company with a copy of its most recent and complete Form ADV and will promptly furnish them with copies of any material amendments to the Form. (e) The Sub-Adviser shall furnish the Manager with a certificate, signed by a duly authorized officer of the Sub-Adviser that designates the officers or employees of the Sub-Adviser having authority to act for and on behalf of the Sub-Adviser in connection with this Agreement. The Sub-Adviser agrees that, until such time as the Manager is otherwise informed in writing by a duly authorized officer of the Sub-Adviser, the Manager shall be authorized and entitled to rely on any notice, instruction, request, order or other communication, given either in writing or orally, and reasonably believed by the Manager in good faith to be given by an authorized representative of the Sub-Adviser.

Representations of the Sub-Adviser. The Sub-Adviser represents represents, warrants, and agrees thatas follows: (a) The Sub-Adviser (i) is registered as an "investment adviser" adviser under the Advisers Act and is currently in compliance in all material respects and shall at all times will continue to comply be so registered for so long as this Agreement remains in all material respects with the requirements imposed upon it effect; (ii) is not prohibited by the Advisers Act, the 1940 Act, the Internal Revenue CodeAdvisers Act or other law, state securities laws and all applicable rules and regulations thereunder as they relate to regulation or order from performing the services provided under contemplated by this Agreement. The Sub; (iii) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-Adviser regulatory agency necessary to be met in order to perform the services contemplated by this Agreement, including complying with all Commodity Futures Trading Commission and National Futures Association registration, reporting, notice, and other requirements applicable to it; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will immediately promptly notify the Manager if it becomes aware Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 9(a) of the 1940 Act or otherwise. The Sub-Adviser will also promptly notify each Portfolio and the Adviser if it is served or otherwise receives notice of any other applicable action, suit, proceeding, inquiry or investigation, at law or regulationin equity, before or by any court, government agency, self-regulatory organization, public board or body, involving the affairs of the Portfolio(s) or the Sub-Adviser, provided, however, that routine regulatory examinations of the Sub-Adviser shall not be required to be reported by this provision. (b) The Sub-Adviser will maintain, keep current is currently in compliance and accurate, and preserve shall at all records with respect to the Portfolio as are required of it under the Advisers Act and the 1940 Act, in the manner provided by such Acts and the rules thereunder. The Sub-Adviser agrees that such records are the property of the Company, and following termination of this Agreement will be surrendered to the Company promptly upon request except to the extent that they are required times continue to be retained by in compliance with the requirements imposed upon the Sub-Adviser under by applicable law. Further, such records shall be open to inspection by the Company. The Sub-Adviser will also assure that the Company will have the same access as the Sub-Adviser has to records relating to the Portfolio that are held by relevant third parties. Such inspections will be at reasonable times during business hours law and only upon reasonable notice of the Company's desire to make an inspectionregulations. (c) The Sub-Adviser agrees will submit to advise all regulatory and administrative bodies having jurisdiction over the Manager services provided pursuant to this Agreement any information, reports, or other material which any such body by reason of any developmentsthis Agreement may request or require pursuant to applicable laws and regulations and shall promptly provide the Adviser and Portfolio with copies of such information, such as the reassignment of a portfolio manager, that would require Prospectus disclosure reports and to provide any necessary information related to such developmentsmaterials. (d) The Form ADV of the Sub-Adviser has previously provided to the Manager Adviser is a true and complete copy of the form filed with the SEC and the Company with a copy information contained therein is accurate and complete in all material respects as of its most recent filing date, and complete Form ADV and will promptly furnish them with copies of does not omit to state any material amendments fact necessary in order to make the Formstatements made, in light of the circumstances under which they were made, not misleading. (e) The Sub-Adviser shall furnish the Manager with a certificate, signed by a duly authorized officer agrees to maintain an appropriate level of the Sub-Adviser that designates the officers errors and omissions or employees of the Sub-Adviser having authority to act for and on behalf of the Sub-Adviser in connection with this Agreement. professional liability insurance coverage. (f) The Sub-Adviser agrees thatthat neither it, until such time as nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Manager is otherwise informed Portfolio(s), the Adviser or any of their respective affiliates in writing by a duly authorized officer offering, marketing or other promotional materials without the express written consent of the Sub-Portfolio or Adviser, as applicable, except as required by rule, regulation or upon the Manager shall be authorized and entitled to rely on any notice, instruction, request, order or other communication, given either in writing or orally, and reasonably believed by the Manager in good faith to be given by an authorized representative request of the Sub-Advisera governmental authority.

Representations of the Sub-Adviser. The Sub-Adviser represents represents, warrants, and agrees thatas follows: (a) The Sub-Adviser (i) is registered as an "investment adviser" adviser under the Advisers Act and is currently in compliance in all material respects and shall at all times will continue to comply be so registered for so long as this Agreement remains in all material respects with the requirements imposed upon it effect; (ii) is not prohibited by the Advisers Act, the 1940 Act, the Internal Revenue CodeAdvisers Act or other law, state securities laws and all applicable rules and regulations thereunder as they relate to regulation or order from performing the services provided under contemplated by this Agreement. The Sub; (iii) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-Adviser regulatory agency necessary to be met in order to perform the services contemplated by this Agreement, including complying with all Commodity Futures Trading Commission and National Futures Association registration, reporting, notice, and other requirements applicable to it; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will immediately promptly notify the Manager if it becomes aware Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 9(a) of the 1940 Act or otherwise. The Sub- Adviser will also promptly notify each Portfolio and the Adviser if it is served or otherwise receives notice of any other applicable action, suit, proceeding, inquiry or investigation, at law or regulationin equity, before or by any court, government agency, self-regulatory organization, public board or body, involving the affairs of the Portfolio(s) or the Sub-Adviser, provided, however, that routine regulatory examinations of the Sub-Adviser shall not be required to be reported by this provision. (b) The Sub-Adviser will maintain, keep current is currently in compliance and accurate, and preserve shall at all records with respect to the Portfolio as are required of it under the Advisers Act and the 1940 Act, in the manner provided by such Acts and the rules thereunder. The Sub-Adviser agrees that such records are the property of the Company, and following termination of this Agreement will be surrendered to the Company promptly upon request except to the extent that they are required times continue to be retained by in compliance with the requirements imposed upon the Sub-Adviser under by applicable law. Further, such records shall be open to inspection by the Company. The Sub-Adviser will also assure that the Company will have the same access as the Sub-Adviser has to records relating to the Portfolio that are held by relevant third parties. Such inspections will be at reasonable times during business hours law and only upon reasonable notice of the Company's desire to make an inspectionregulations. (c) The Sub-Adviser agrees will submit to advise all regulatory and administrative bodies having jurisdiction over the Manager services provided pursuant to this Agreement any information, reports, or other material which any such body by reason of any developmentsthis Agreement may request or require pursuant to applicable laws and regulations and shall promptly provide the Adviser and Portfolio with copies of such information, such as the reassignment of a portfolio manager, that would require Prospectus disclosure reports and to provide any necessary information related to such developmentsmaterials. (d) The Form ADV of the Sub-Adviser has previously provided to the Manager Adviser is a true and complete copy of the form filed with the SEC and the Company with a copy information contained therein is accurate and complete in all material respects as of its most recent filing date, and complete Form ADV and will promptly furnish them with copies of does not omit to state any material amendments fact necessary in order to make the Formstatements made, in light of the circumstances under which they were made, not misleading. (e) The Sub-Adviser shall furnish the Manager with a certificate, signed by a duly authorized officer agrees to maintain an appropriate level of the Sub-Adviser that designates the officers errors and omissions or employees of the Sub-Adviser having authority to act for and on behalf of the Sub-Adviser in connection with this Agreement. professional liability insurance coverage. (f) The Sub-Adviser agrees thatthat neither it, until such time as nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Manager is otherwise informed Portfolio(s), the Adviser or any of their respective affiliates in writing by a duly authorized officer offering, marketing or other promotional materials without the express written consent of the Sub-Portfolio or Adviser, as applicable, except as required by rule, regulation or upon the Manager shall be authorized and entitled to rely on any notice, instruction, request, order or other communication, given either in writing or orally, and reasonably believed by the Manager in good faith to be given by an authorized representative request of the Sub-Advisera governmental authority.

Representations of the Sub-Adviser. The Sub-Adviser represents and agrees that: (a) The Sub-Adviser is registered as an "investment adviser" under the Advisers Act and is currently in compliance in all material respects and shall at all times continue to comply in all material respects with the requirements imposed upon it by the Advisers Act, the 1940 Act, the Internal Revenue Code, state securities laws and all applicable rules and regulations thereunder as they relate to the services provided under this Agreement. The Sub-Adviser will immediately notify the Manager immediately if it becomes aware of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 of the 1940 Act or any other applicable law or regulation. (b) The Sub-Adviser will maintain, keep current and accurate, and preserve all records with respect to the Portfolio as are required of it under the Advisers Act and the 1940 Act, in the manner provided by such Acts and the rules thereunder. The Sub-Adviser agrees that such records are the property of the Company, and following termination of this Agreement will be surrendered to the Company promptly upon request except to the extent that they are required to be retained by the Sub-Adviser under applicable law. Further, such records shall be open to inspection by the Company. The Sub-Adviser will also assure that the Company will have the same access as the Sub-Adviser has to records relating to the Portfolio that are held by relevant third partiesparties retained by or working under the direction of the Sub-Adviser. Such inspections will be at reasonable times during business hours and only upon reasonable notice of the Company's desire to make an inspection. (c) The Sub-Adviser agrees to advise the Manager of any developments, such as the reassignment of a portfolio manager, that would require Prospectus disclosure and to provide any necessary information related to such developments. (d) The Sub-Adviser has provided the Manager and the Company with a copy of its most recent and complete Form ADV and will promptly furnish them with copies of any material amendments to the Form. (e) The Sub-Adviser shall furnish the Manager with a certificate, signed by a duly authorized officer of the general partner of the Sub-Adviser that designates the officers or employees of the Sub-Adviser having authority to act for and on behalf of the Sub-Adviser in connection with this Agreement. The Sub-Adviser agrees that, until such time as the Manager is otherwise informed in writing by a duly authorized officer of the Sub-Adviser, the Manager shall be authorized and entitled to rely on any notice, instruction, request, order or other communication, given either in writing or orally, and reasonably believed by the Manager in good faith to be given by an authorized representative of the Sub-Adviser.

Representations of the Sub-Adviser. The Sub-Adviser represents and agrees that: (a) The Sub-Adviser is registered as an "investment adviser" under the Advisers Act and is currently in compliance in all material respects and shall at all times continue to comply in all material respects with the requirements imposed upon it by the Advisers Act, the 1940 Act, the Internal Revenue Code, state securities laws and all applicable rules and regulations thereunder as they relate to the services provided under this Agreement. The Sub-Sub- Adviser will immediately notify the Manager if it becomes aware of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 of the 1940 Act or any other applicable law or regulation. (b) The Sub-Adviser will maintain, keep current and accurate, and preserve all records with respect to the Portfolio as are required of it under the Advisers Act and the 1940 Act, in the manner provided by such Acts and the rules thereunder. The Sub-Adviser agrees that such records are the property of the Company, and following termination of this Agreement will be surrendered to the Company promptly upon request except to the extent that they are required to be retained by the Sub-Sub- Adviser under applicable law. Further, such records shall be open to inspection by the Company. The Sub-Adviser will also assure that the Company will have the same access as the Sub-Adviser has to records relating to the Portfolio that are held by relevant third parties. Such inspections will be at reasonable times during business hours and only upon reasonable notice of the Company's desire to make an inspection. (c) The Sub-Adviser agrees to advise the Manager of any developments, such as the reassignment of a portfolio manager, that would require Prospectus disclosure and to provide any necessary information related to such developments. (d) The Sub-Adviser has provided the Manager and the Company with a copy of its most recent and complete Form ADV and will promptly furnish them with copies of any material amendments to the Form. (e) If the Sub-Adviser's performance of its obligations under this Agreement takes place in the United Kingdom, the Sub-Adviser shall be and shall remain during the effectiveness of this Agreement, a member of the Investment Management Regulatory Organization, Ltd. ("IMRO") and thereby regulated in the conduct of Investment Business (as defined in IMRO's rules) by the IMRO. The Company and the Manager will be treated as a Non-Private Customer (as defined in IMRO's rules) of the Sub-Adviser. (f) The Sub-Adviser shall furnish the Manager with a certificate, signed by a duly authorized officer of the Sub-Adviser that designates the officers or employees of the Sub-Adviser having authority to act for and on behalf of the Sub-Adviser in connection with this Agreement. The Sub-Adviser agrees that, until such time as the Manager is otherwise informed in writing by a duly authorized officer of the Sub-Sub- Adviser, the Manager shall be authorized and entitled to rely on any notice, instruction, request, order or other communication, given either in writing or orally, and reasonably believed by the Manager in good faith to be given by an authorized representative of the Sub-Adviser.

Representations of the Sub-Adviser. The Sub-Adviser represents and agrees that: (a) : The Sub-Adviser is registered as an "investment adviser" under the Advisers Act and is currently in compliance in all material respects and shall at all times continue to comply in all material respects with the requirements imposed upon it by the Advisers Act, the 1940 Act, the Internal Revenue Code, state securities laws and all applicable rules and regulations thereunder as they relate to the services provided under this Agreement. The Sub-Adviser will immediately notify the Manager if it becomes aware of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 of the 1940 Act or any other applicable law or regulation. (b) . The Sub-Adviser will maintain, keep current and accurate, and preserve all records with respect to the Portfolio as are required of it under the Advisers Act and the 1940 Act, in the manner provided by such Acts and the rules thereunder. The Sub-Adviser agrees that such records are the property of the Company, and following termination of this Agreement will be surrendered to the Company promptly upon request except to the extent that they are required to be retained by the Sub-Adviser under applicable law. Further, such records shall be open to inspection by the Company. The Sub-Adviser will also assure that the Company will have the same access as the Sub-Adviser has to records relating to the Portfolio that are held by relevant third parties. Such inspections will be at reasonable times during business hours and only upon reasonable notice of the Company's desire to make an inspection. (c) . The Sub-Adviser agrees to advise the Manager of any developments, such as the reassignment of a portfolio manager, that would require Prospectus disclosure and to provide any necessary information related to such developments. (d) . The Sub-Adviser has provided the Manager and the Company with a copy of its most recent and complete Form ADV and will promptly furnish them with copies of any material amendments to the Form. . If the Sub-Adviser's performance of its obligations under this Agreement takes place in the United Kingdom, the Sub-Adviser shall be and shall remain during the effectiveness of this Agreement, a member of the Investment Management Regulatory Organization, Ltd. (e"IMRO") and thereby regulated in the conduct of Investment Business (as defined in IMRO's rules) by the IMRO. The Company and the Manager will be treated as a Non-Private Customer (as defined in IMRO's rules) of the Sub-Adviser. The Sub-Adviser shall furnish the Manager with a certificate, signed by a duly authorized officer of the Sub-Adviser that designates the officers or employees of the Sub-Adviser having authority to act for and on behalf of the Sub-Adviser in connection with this Agreement. The Sub-Adviser agrees that, until such time as the Manager is otherwise informed in writing by a duly authorized officer of the Sub-Adviser, the Manager shall be authorized and entitled to rely on any notice, instruction, request, order or other communication, given either in writing or orally, and reasonably believed by the Manager in good faith to be given by an authorized representative of the Sub-Adviser. The Sub-Adviser agrees to notify the Manager of any changes in the membership of the general partners of the Sub-Adviser within a reasonable time after such change.

Representations of the Sub-Adviser. The Sub-Adviser represents represents, warrants, and agrees thatcovenants to the Adviser and the Trust as follows: (a) 3.1. The Sub-Adviser has all requisite power and authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement; 3.2. The Sub-Adviser is registered as an "investment adviser" adviser under the Advisers Act and is currently has provided its current Form ADV, including, as applicable, the firm brochure and brochure supplements to the Adviser; 3.3. The Sub-Adviser maintains errors and omissions insurance coverage in compliance in all material respects an appropriate amount and shall at all times continue provide prior written notice to comply the Adviser and the Trust (i) of any material changes in all its insurance policies or insurance coverage or (ii) if any material respects claims will be made on its insurance policies. Furthermore, the Sub-Adviser shall upon reasonable request provide the Adviser and the Trust with any information it may reasonably require concerning the requirements imposed upon it by amount of or scope of such insurance; 3.4. None of the Advisers ActSub-Adviser, its affiliates, or any officer, director or employee of the Sub-Adviser or its affiliates is subject to any event set forth in Section 9 of the 1940 Act that would disqualify the Sub-Adviser from acting as an investment adviser to an investment company under the 1940 Act, the Internal Revenue Code, state securities laws and all applicable rules and regulations thereunder as they relate to the services provided under this Agreement. The Sub-Adviser will immediately promptly notify the Manager if it becomes aware Adviser and the Trust upon the Sub-Adviser’s discovery of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 9(a) of the 1940 Act or any other applicable law or regulation.otherwise; (b) The Sub-Adviser will maintain, keep current and accurate, and preserve all records with respect to the Portfolio as are required of it under the Advisers Act and the 1940 Act, in the manner provided by such Acts and the rules thereunder3.5. The Sub-Adviser agrees that such records has adopted, implemented and will maintain written policies and procedures, as required by Rule 206(4)‑7 under the Advisers Act, which are the property reasonably designed to prevent violations of the Company, and following termination of this Agreement will be surrendered to the Company promptly upon request except to the extent that they are required to be retained federal securities laws by the Sub-Adviser, its employees, officers, and agents; 3.6. The Sub-Adviser has adopted and implemented and will maintain written policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (as such term is defined in Rule 38a-1 under applicable law. Further, such records shall be open to inspection the 1940 Act) by the CompanyFunds and the Sub-Adviser (the policies and procedures referred to in this Section 3.6, along with the policies and procedures referred to in Section 3.5, are referred to herein as the Sub-Adviser’s “Compliance Program”); 3.7. Upon reasonable notice to and reasonable request, the Sub-Adviser shall provide the Adviser and the Trust with access to the records relating to the Compliance Program as they relate to the Funds. The Sub-Adviser will also assure that provide, at the Company will have reasonable request of the same access Adviser or the Trust, periodic certifications, in a form reasonably acceptable to the Adviser or the Trust, attesting to such written policies and procedures; 3.8. The Sub-Adviser shall implement and maintain a business continuity plan and policies and procedures reasonably designed to prevent, detect and respond to cybersecurity threats and to implement such internal controls and other safeguards as the Sub-Adviser has reasonably believes are necessary to records relating to protect each Fund’s confidential information and the Portfolio that are held by relevant third partiesnonpublic personal information of Fund shareholders. Such inspections will be at reasonable times during business hours The Sub-Adviser shall promptly notify the Adviser and only upon reasonable notice the Trust of any material violations or breaches of such policies and procedures; 3.9. Upon the Company's desire to make an inspection. (c) The Adviser’s request, the Sub-Adviser agrees to advise provide reasonable assistance with the Manager of any developments, such as liquidity classifications required under each Fund’s liquidity risk management program when implemented in accordance with Rule 22e‑4 under the reassignment of a portfolio manager, that would require Prospectus disclosure and to provide any necessary information related to such developments1940 Act. (d) The Sub-Adviser has provided the Manager and the Company with a copy of its most recent and complete Form ADV and will promptly furnish them with copies of any material amendments to the Form. (e) The Sub-Adviser shall furnish the Manager with a certificate, signed by a duly authorized officer of the Sub-Adviser that designates the officers or employees of the Sub-Adviser having authority to act for and on behalf of the Sub-Adviser in connection with this Agreement3.10. The Sub-Adviser agrees that, until such time will notify the Adviser and the Trust of any assignment (as defined in the Manager is otherwise informed in writing by a duly authorized officer 1940 Act) of this Agreement or change of control of the Sub-Adviser, as applicable, in each case prior to or promptly after, such change. Notwithstanding any other provision hereunder, the Manager shall be authorized Sub-Adviser hereby agrees to bear any and entitled all expenses of the Trust, including but not limited to rely on any noticecosts and expenses (including reasonable attorneys’ fees) related to any regulatory filings, instructionshareholder notifications and solicitation of shareholder approval, requestif any, order arising out of or other communication, given either in writing related to any such assignment or orally, and reasonably believed by the Manager in good faith to be given by an authorized representative change of control of the Sub-Adviser.

Representations of the Sub-Adviser. The Sub-Adviser represents and agrees that: (a) The Sub-Adviser is registered as an "investment adviser" under the Advisers Act and is currently in compliance in all material respects and shall at all times continue to comply in all material respects with the requirements imposed upon it by the Advisers Act, the 1940 Act, the Internal Revenue Code, state securities laws and all applicable rules and regulations thereunder as they relate to the services provided under this Agreement. The Sub-Adviser will immediately notify the Manager if it becomes aware of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 of the 1940 Act or any other applicable law or regulation. (b) The Sub-Adviser will maintain, keep current and accurate, and preserve all records with respect to the Portfolio Portfolios as are required of it under the Advisers Act and the 1940 Act, in the manner provided by such Acts and the rules thereunder. The Sub-Adviser agrees that such records are the property of the Company, and following termination of this Agreement will be surrendered to the Company promptly upon request except to the extent that they are required to be retained by the Sub-Adviser under applicable lawlaw and provided that the Sub-Adviser may keep copies of these records. Further, such records shall be open to inspection by the Company. The Sub-Adviser will also assure that the Company will have the same access as the Sub-Adviser has to records relating to the Portfolio Portfolios that are held by relevant third parties. Such inspections will be at reasonable times during business hours and only upon reasonable notice of the Company's desire to make an inspection. (c) The Sub-Adviser agrees to advise the Manager of any developments, such as the reassignment of a portfolio manager, that would require Prospectus disclosure and to provide any necessary information related to such developments. (d) The Sub-Adviser has provided the Manager and the Company with a copy of its most recent and complete Form ADV and will promptly furnish them with copies of any material amendments to the Form. (e) If the Sub-Adviser's performance of its obligations under this Agreement takes place in the United Kingdom, the Sub-Adviser shall be and shall remain during the effectiveness of this Agreement, a member of the Investment Management Regulatory Organization, Ltd. ("IMRO") and thereby regulated in the conduct of Investment Business (as defined in IMRO's rules) by the IMRO. The Company and the Manager will be treated as a Non-Private Customer (as defined in IMRO's rules) of the Sub-Adviser. (f) The Sub-Adviser shall furnish the Manager with a certificate, signed by a duly authorized officer of the Sub-Adviser that designates the officers or employees of the Sub-Adviser having authority to act for and on behalf of the Sub-Adviser in connection with this Agreement. The Sub-Adviser agrees that, until such time as the Manager is otherwise informed in writing by a duly authorized officer of the Sub-Adviser, the Manager shall be authorized and entitled to rely on any notice, instruction, request, order or other communication, given either in writing or orally, and reasonably believed by the Manager in good faith to be given by an authorized representative of the Sub-Adviser.

Representations of the Sub-Adviser. a.. The Sub-Adviser represents has all requisite power and agrees that:authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement. (a) b.. The Sub-Adviser is registered as an "investment adviser" adviser under the Advisers Act and is currently has provided its current Form ADV, including the firm brochure and applicable brochure supplements to the Adviser. c.. The Sub-Adviser maintains errors and omissions insurance coverage in compliance in all material respects an appropriate amount and shall at all times continue provide prior written notice to comply the Adviser and the Trust (i) of any material changes in all its insurance policies or insurance coverage or (ii) if any material respects claims will be made on its insurance policies. Furthermore, the Sub-Adviser shall upon reasonable request provide the Adviser and the Trust with any information it may reasonably require concerning the requirements imposed upon it by amount of or scope of such insurance. d.. None of the Advisers ActSub-Adviser, its affiliates, or any officer, director or employee of the Sub Adviser or its affiliates is subject to any event set forth in Section 9 of the 1940 Act that would disqualify the Sub-Adviser from acting as an investment adviser to an investment company under the 1940 Act, the Internal Revenue Code, state securities laws and all applicable rules and regulations thereunder as they relate to the services provided under this Agreement. The Sub-Adviser will immediately promptly notify the Manager if it becomes aware Adviser and the Trust upon the Sub-Adviser’s discovery of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 9(a) of the 1940 Act or any other applicable law or regulationotherwise. (b) e.. The Sub-Adviser will maintainhas adopted and implemented written policies and procedures, keep current and accurate, and preserve all records with respect to the Portfolio as are required of it by Rule 206(4)‑7 under the Advisers Act and the 1940 Act, in the manner provided by such Acts and the rules thereunder. The Sub-Adviser agrees that such records which are the property reasonably designed to prevent violations of the Company, and following termination of this Agreement will be surrendered to the Company promptly upon request except to the extent that they are required to be retained federal securities laws by the Sub-Adviser, its employees, officers, and agents. Upon reasonable notice to and reasonable request, the Sub-Adviser under applicable law. Further, shall provide the Adviser and the Trust with access to the records relating to such records shall be open policies and procedures as they relate to inspection by the CompanyFunds. The Sub-Adviser will also assure that provide, at the Company will have reasonable request of the same access Adviser or the Trust, periodic certifications, in a form reasonably acceptable to the Adviser or the Trust, attesting to such written policies and procedures. f.. The Sub-Adviser shall implement and maintain a business continuity plan and policies and procedures reasonably designed to prevent, detect and respond to cybersecurity threats and to implement such internal controls and other safeguards as the Sub-Adviser has reasonably believes are necessary to records relating protect each Fund’s confidential information and the nonpublic personal information of Fund shareholders. The Sub-Adviser shall promptly notify the Adviser and the Trust of any material violations or breaches of such policies and procedures. g.. The Sub-Adviser will not engage in any futures transactions, options on futures transactions or transactions in other commodity interests on behalf of a Fund prior to the Portfolio that are held by relevant third parties. Such inspections will be at reasonable times during business hours and only upon reasonable Sub-Adviser becoming registered or filing a notice of exemption on behalf of the Company's desire to make an inspectionFund with the National Futures Association. (c) h.. The Sub-Adviser agrees to advise provide reasonable assistance with the Manager of any developments, such as liquidity classifications required under each Fund’s liquidity risk management program when implemented in accordance with Rule 22e‑4 under the reassignment of a portfolio manager, that would require Prospectus disclosure and to provide any necessary information related to such developments1940 Act. (d) The Sub-Adviser has provided the Manager and the Company with a copy of its most recent and complete Form ADV and will promptly furnish them with copies of any material amendments to the Form. (e) The Sub-Adviser shall furnish the Manager with a certificate, signed by a duly authorized officer of the Sub-Adviser that designates the officers or employees of the Sub-Adviser having authority to act for and on behalf of the Sub-Adviser in connection with this Agreement. The Sub-Adviser agrees that, until such time as the Manager is otherwise informed in writing by a duly authorized officer of the Sub-Adviser, the Manager shall be authorized and entitled to rely on any notice, instruction, request, order or other communication, given either in writing or orally, and reasonably believed by the Manager in good faith to be given by an authorized representative of the Sub-Adviser.

Representations of the Sub-Adviser. The Sub-Adviser represents and agrees that: (a) The Sub-Adviser is registered as an "investment adviser" under the Advisers Act and is currently in compliance in all material respects and shall at all times continue to comply in all material respects with the requirements imposed upon it by the Advisers Act, the 1940 Act, the Internal Revenue Code, state securities laws and all applicable rules and regulations thereunder as they relate to the services provided under this Agreement. The Sub-Adviser will immediately notify the Manager if it becomes aware of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 of the 1940 Act or any other applicable law or regulation. (b) The Sub-Adviser will maintain, keep current and accurate, and preserve all records with respect to the Portfolio as are required of it under the Advisers Adviser Act and the 1940 Act, in the manner provided pvodided by such Acts and the rules thereunder. The Sub-Adviser agrees that such records are the property of the Company, and following termination of this Agreement will be surrendered to the Company promptly upon request except to the extent that they are required to be retained by the Sub-Adviser under applicable law. Further, such records shall be open to inspection by the Company. The Sub-Adviser will also assure that the Company will have the same access as the Sub-Adviser has to records relating to the Portfolio that are held by relevant third parties. Such inspections will be at reasonable times during business hours and only upon reasonable notice of the Company's desire to make an inspection. (c) The Sub-Adviser agrees to advise the Manager of any internal developments, such as the reassignment reassignments of a portfolio manager, that would require Prospectus disclosure and to provide any necessary information related to such developments. (d) The Sub-Adviser has provided the Manager and the Company with a copy of its most recent and complete Form ADV and will promptly furnish them with copies of any material amendments to the Form. (e) The Sub-Adviser shall furnish the Manager with a certificate, signed by a duly authorized officer of the Sub-Adviser that designates the officers or employees of the Sub-Adviser having authority to act for and on behalf of the Sub-Adviser in connection with this Agreement. The Sub-Adviser agrees that, until such time as the Manager is otherwise informed in writing by a duly authorized officer of the Sub-Adviser, the Manager shall be authorized and entitled to rely on any notice, instruction, request, order or other communication, given either in writing or orally, and reasonably believed by the Manager in good faith to be given by an authorized representative of the Sub-Adviser.

Representations of the Sub-Adviser. 3.1. The Sub-Adviser represents has all requisite power and agrees that:authority to enter into and perform its obligations under this Agreement and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement. (a) 3.2. The Sub-Adviser is registered as an "investment adviser" adviser under the Advisers Act and is currently has provided its current Form ADV, including the firm brochure and applicable brochure supplements, to the Adviser. 3.3. The Sub-Adviser maintains errors and omissions insurance coverage in compliance in all material respects an appropriate amount and shall at all times continue provide prior written notice to comply the Adviser and the Trust (i) of any material changes in all its insurance policies or insurance coverage or (ii) if any material respects claims will be made on its insurance policies. Furthermore, the Sub-Adviser shall upon reasonable request provide the Adviser and the Trust with any information they may reasonably require concerning the requirements imposed upon it by amount of or scope of such insurance. 3.4. None of the Advisers ActSub-Adviser, its affiliates, or any officer, director or employee of the Sub-Adviser or its affiliates is subject to any event set forth in Section 9 of the 1940 Act that would disqualify the Sub-Adviser from acting as an investment adviser to an investment company under the 1940 Act, the Internal Revenue Code, state securities laws and all applicable rules and regulations thereunder as they relate to the services provided under this Agreement. The Sub-Adviser will immediately promptly notify the Manager if it becomes aware Adviser and the Trust upon the Sub-Adviser’s discovery of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 9(a) of the 1940 Act or any other applicable law or regulationotherwise. (b) The Sub-Adviser will maintain, keep current and accurate, and preserve all records with respect to the Portfolio as are required of it under the Advisers Act and the 1940 Act, in the manner provided by such Acts and the rules thereunder3.5. The Sub-Adviser agrees that such records has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are the property reasonably designed to prevent violations of the Company, and following termination of this Agreement will be surrendered to the Company promptly upon request except to the extent that they are required to be retained federal securities laws by the Sub-Adviser under applicable lawand its employees, officers and agents. FurtherUpon reasonable notice and reasonable request, the Sub-Adviser shall provide the Adviser and the Trust with access to the records relating to such records shall be open policies and procedures as they relate to inspection by the CompanyFunds. The Sub-Adviser will also assure that provide, at the Company will have reasonable request of the same access Adviser or the Trust, periodic certifications, in a form reasonably acceptable to the Adviser or the Trust, attesting to such written policies and procedures. 3.6. The Sub-Adviser shall implement and maintain a business continuity plan and policies and procedures reasonably designed to prevent, detect and respond to cybersecurity threats and to implement such internal controls and other safeguards as the Sub-Adviser has reasonably believes are necessary to records relating protect each Fund’s confidential information and the nonpublic personal information of Fund shareholders. The Sub-Adviser shall promptly notify the Adviser and the Trust of any material violations or breaches of such policies and procedures. 3.7. The Sub-Adviser will not engage in any futures transactions, options on futures transactions or transactions in other commodity interests on behalf of a Fund prior to the Portfolio that are held by relevant third parties. Such inspections will be at reasonable times during business hours and only upon reasonable Sub-Adviser becoming registered or filing a notice of exemption on behalf of the Company's desire to make an inspectionFund with the National Futures Association. (c) 3.8. The Sub-Adviser agrees to advise provide reasonable assistance with the Manager of any developments, such as the reassignment of a portfolio manager, that would require Prospectus disclosure and to provide any necessary information related to such developmentsliquidity classifications required under each Fund’s liquidity risk management program. (d) The Sub-Adviser has provided the Manager and the Company with a copy of its most recent and complete Form ADV and will promptly furnish them with copies of any material amendments to the Form. (e) The Sub-Adviser shall furnish the Manager with a certificate, signed by a duly authorized officer of the Sub-Adviser that designates the officers or employees of the Sub-Adviser having authority to act for and on behalf of the Sub-Adviser in connection with this Agreement. The Sub-Adviser agrees that, until such time as the Manager is otherwise informed in writing by a duly authorized officer of the Sub-Adviser, the Manager shall be authorized and entitled to rely on any notice, instruction, request, order or other communication, given either in writing or orally, and reasonably believed by the Manager in good faith to be given by an authorized representative of the Sub-Adviser.

Representations of the Sub-Adviser. The Sub-Adviser represents represents, warrants and agrees that: (a) The Sub-Adviser Adviser: (i) is registered as an "investment adviser" adviser under the Advisers Act and is currently in compliance in all material respects and shall at all times will continue to comply be so registered for so long as this Agreement remains in all material respects with the requirements imposed upon it effect; (ii) is not prohibited by the Advisers Act, the 1940 Act, the Internal Revenue CodeAdvisers Act or other law, state securities laws and all applicable rules and regulations thereunder as they relate regulation or order from performing the services contemplated by this Agreement; (iii) to the best of its knowledge, has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization necessary to be met in order to perform the services provided under contemplated by this Agreement. The ; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Trust and Adviser if Sub-Adviser will immediately notify the Manager if it becomes aware of any material breach of this Agreement, if any representation under this Agreement becomes untrue or the occurrence of any event that could reasonably have a materially adverse impact on the Sub-Adviser’s ability to provide services under this Agreement or would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 9(a) of the 1940 Act or otherwise. The Sub-Adviser will also immediately notify the Trust and the Adviser if it is served or otherwise receives notice of any other applicable action, suit, proceeding, inquiry or investigation, at law or regulationin equity, before or by any court, public board or body, directly involving the affairs of the Fund, provided, however, that routine regulatory examinations shall not be required to be reported by this provision. The Sub-Adviser further agrees to notify the Adviser or the Trust promptly if the Sub-Adviser becomes aware of any statement regarding the Sub-Adviser contained in the Registration Statement (or any amendment or supplement thereto) with respect to the Fund and that was provided for inclusion therein by the Sub-Adviser or reviewed by Sub-Adviser for inclusion therein becomes untrue or incomplete in any material respect. (b) The Sub-Adviser will maintainhas adopted and implemented written policies and procedures, keep current and accurate, and preserve all records with respect to the Portfolio as are required of it by Rule 206(4)-7 under the Advisers Act and the 1940 Act, in the manner provided by such Acts and the rules thereunder. The Sub-Adviser agrees that such records which are the property reasonably designed to prevent violations of the Company, and following termination of this Agreement will be surrendered to the Company promptly upon request except to the extent that they are required to be retained federal securities laws by the Sub-Adviser, its employees, officers, and agents (“Compliance Procedures”) and, the Adviser under applicable law. Further, such records shall be open to inspection by and the CompanyTrust have been provided a copy of a summary of the Compliance Procedures and any amendments thereto. The Sub-Adviser will also assure that notify the Company will Adviser promptly of any material compliance matters (as defined in Rule 38a-1 under the 1940 Act) relating directly or indirectly to, or could reasonably be expected to have an impact on, the same access as Fund Account, the Fund, the Trust, the Adviser or the Sub-Adviser. To the extent reasonably requested by the Trust or the Adviser, the Sub-Adviser has will also provide the Adviser with a summary (which may be in oral form) of any remedial actions that it takes in response to records relating deficiency letters or similar communications from the SEC or another regulator; provided, however, the Sub-Adviser will not be required to comply with this sentence where the Portfolio that are held by relevant third parties. Such inspections will be at reasonable times during business hours and only upon reasonable notice reporting of such events would violate applicable law or would result in the Company's desire to make an inspectioncontravention of client confidentiality, or the requests or expectations of a judicial, governmental or regulatory body. (c) The Sub-Adviser agrees has adopted a written code of ethics complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-1 under the 1940 Act and will provide the Adviser and the Trust with a copy of such code of ethics, together with evidence of its adoption and a certification that the Sub-Adviser has adopted procedures reasonably necessary to advise prevent violations of such code of ethics. Within thirty (30) days following the Manager end of the last calendar quarter of each year that this Agreement is in effect, the Sub-Adviser shall furnish to the Trust and the Adviser: (i) a written report that describes any developmentsissues arising under the code of ethics or procedures during the relevant period related to the Fund Account, including, but not limited to, information about material violations of the code or procedures and sanctions imposed in response to material violations; and (ii) a written certification that the Sub-Adviser has adopted procedures reasonably necessary to prevent violations of the code of ethics. In addition, the Sub-Adviser shall: (iii) promptly report to the Board in writing any material amendments to its code of ethics; (iv) immediately furnish to the Board all information regarding any material violation of the code of ethics related to the Fund Account by any “access person” subject to the Sub-Adviser’s code of ethics; and (v) provide quarterly reports to the Adviser on any material violations of the Sub-Adviser’s code of ethics during the period so indicated. Upon the reasonable written request of the Adviser, the Sub-Adviser shall respond to requests for information by the Adviser, its employees or its agents as to the reports required to be made to the Sub-Adviser by Rule 17j-1(d)(1) and related records that directly affect the Fund Account (e.g., provide summaries of such as the reassignment of a portfolio manager, that would require Prospectus disclosure reports with personal information redacted and subject in all cases to privacy and confidentiality obligations and to provide any necessary information related to such developmentsthe extent the Sub-Adviser is not prohibited from doing so under applicable law). (d) The Sub-Adviser has provided the Manager Trust and the Company Adviser with a copy of its most recent and complete Form ADV Part 2A and relevant Form ADV Part(s) 2B, which as of the date of this Agreement is its Form ADV Part 2A as most recently filed with the SEC and promptly will promptly furnish them with copies a copy of any material amendments to the FormTrust and the Adviser at least annually in accordance with the Advisers Act. Such amendments shall reflect significant developments affecting the Sub-Adviser, as required by the Advisers Act. (e) The Sub-Adviser shall furnish will notify the Manager with a certificate, signed by a duly authorized officer Trust and the Adviser of any change of control of the Sub-Adviser that designates Adviser, including any change of its general partners, controlling persons or 25% shareholders, as applicable, and any changes in the officers key personnel who are either the portfolio manager(s) of the Fund Account or employees senior management of the Sub-Adviser, in each case prior to such change if the Sub-Adviser having authority to act for is aware of such change but in any event not later than promptly after such change. For purposes of the foregoing, “senior management” shall mean the Chief Executive Officer, Chief Investment Officer, Chief Compliance Officer, Chief Financial Officer and on behalf General Counsel of the Sub-Adviser in connection with this AgreementAdviser. The Sub-Adviser agrees thatto bear all reasonable expenses of the Trust and Adviser, until if any, associated with any proxy statement, information statement and/or other disclosure documents that are necessary to permit the Sub-Adviser to continue to provide sub-advisory services to the Fund, arising out of such time change. (f) The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage in an amount that is considered commercially reasonable and appropriate under current industry practices from insurance providers that are in the business of regularly providing insurance coverage to investment advisers. In no event shall such coverage be less than $5,000,000. The Sub-Adviser shall upon reasonable request provide to the Adviser any information it may reasonably require concerning the amount or scope of such insurance in the form of certificates of insurance. The Sub-Adviser shall provide written notice to the Adviser of any cancellation of insurance coverage. (g) The Sub-Adviser will not, in violation of applicable law or regulation, use any material non-public information concerning portfolio companies that may be in or come into its possession or the possession of any of its affiliated persons or employees in providing investment advice or investment management services to the Fund. (h) The Sub-Adviser agrees that neither it, nor any of its affiliated persons, will in any way refer directly or indirectly to its relationship with the Trust, the Fund, the Adviser or any of their respective affiliated persons in offering, marketing or other promotional materials without the express written consent of the Adviser. For the avoidance of doubt, the Sub-Adviser may identify itself as a sub-adviser of the Manager is otherwise informed Fund during the term of this Agreement, which such right terminating upon termination of this Agreement, and the Sub-Adviser may use the performance of the Fund Account in writing by a duly authorized officer of its composite performance. (i) The Sub-Adviser agrees to notify the Adviser, as promptly as practicable upon the Sub-Adviser’s determination that there has been a breach of the Fund Account’s investment guidelines or a trade error, the Manager shall be authorized and entitled to rely on any notice, instruction, request, order or other communication, given either in writing or orally, and reasonably believed made by the Manager in good faith to be given by an authorized representative of the Sub-Adviser in its management of the Fund Account. For the avoidance of doubt, the Sub-Adviser shall follow its own trade error policy in this regard. (j) Regardless of whether the Sub-Adviser is registered with the National Futures Association as a commodity trading advisor, the Sub-Adviser will provide any commodity trading advice to the Fund Account as if the Sub-Adviser were exempt from registration as a commodity trading advisor. The Sub-Adviser acknowledges that the Fund will rely on CFTC Regulation 4.5 and shall manage the Fund Account in a manner consistent with the representations contained in the notice of eligibility on file with the National Futures Association. (k) The Sub-Adviser’s direct parent company Massachusetts Financial Services Company has established and will keep in effect a “disaster recovery” preparedness plan that applies to the Sub-Adviser and that sets forth procedures for recovery of critical business functions at minimum operating levels and can be implemented within a 24-hour time period. The Sub-Adviser shall notify the Adviser, as soon as practicable by telephone, email or such other method of prompt communication as may be available under the circumstances, of the occurrence of any event requiring the Sub-Adviser to implement any procedures under such plan. (l) The Sub-Adviser has administrative, technical and physical safeguards in place that are reasonably designed to comply with all laws and regulations applicable to the Sub-Adviser and meet or exceed the information security standards and practices that are commonly utilized by similarly sized managers in the asset management industry and, in the event the Sub-Adviser becomes aware of any actual or suspected network, system and/or data breach with respect to its infrastructure (including, but not limited to, a system intrusion, virus or malicious code attack, loss of data, data theft, unauthorized access to confidential information and/or nonpublic personal information, hacking incident or any acts of data xxxxxx) that results in unauthorized access to and/or use by third parties of the confidential information of the Fund or the Adviser (each, a “Cybersecurity Breach”), the Sub-Adviser will promptly take appropriate steps to contain or mitigate the Cybersecurity Breach, and notify the Adviser and the Fund.

Representations of the Sub-Adviser. 3.1. The Sub-Adviser represents has all requisite power and agrees that:authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement. (a) 3.2. The Sub-Adviser is registered as an "investment adviser" adviser under the Advisers Act and is currently has provided its current Form ADV, including the firm brochure and applicable brochure supplements to the Adviser. 3.3. The Sub-Adviser maintains errors and omissions insurance coverage in compliance in all material respects an appropriate amount and shall at all times continue provide prior written notice to comply the Adviser and the Trust (i) of any material changes in all its insurance policies or insurance coverage or (ii) if any material respects claims will be made on its insurance policies. Furthermore, the Sub-Adviser shall upon reasonable request provide the Adviser and the Trust with any information they may reasonably require concerning the requirements imposed upon it by amount of or scope of such insurance. 3.4. None of the Advisers ActSub-Adviser, its affiliates, or any officer, director or employee of the Sub-Adviser or its affiliates is subject to any event set forth in Section 9 of the 1940 Act that would disqualify the Sub-Adviser from acting as an investment adviser to an investment company under the 1940 Act, the Internal Revenue Code, state securities laws and all applicable rules and regulations thereunder as they relate to the services provided under this Agreement. The Sub-Adviser will immediately promptly notify the Manager if it becomes aware Adviser and the Trust upon the Sub-Adviser’s discovery of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 9(a) of the 1940 Act or any other applicable law or regulationotherwise. (b) The Sub-Adviser will maintain, keep current and accurate, and preserve all records with respect to the Portfolio as are required of it under the Advisers Act and the 1940 Act, in the manner provided by such Acts and the rules thereunder3.5. The Sub-Adviser agrees that such records has adopted and implemented written policies and procedures, as required by Rule 206(4)‑7 under the Advisers Act, which are the property reasonably designed to prevent violations of the Company, and following termination of this Agreement will be surrendered to the Company promptly upon request except to the extent that they are required to be retained federal securities laws by the Sub-Adviser, its employees, officers, and agents. Upon reasonable notice to and reasonable request, the Sub-Adviser under applicable law. Further, shall provide the Adviser and the Trust with access to the records relating to such records shall be open policies and procedures as they relate to inspection by the CompanyFunds. The Sub-Adviser will also assure that provide, at the Company will have reasonable request of the same access Adviser or the Trust, periodic certifications, in a form reasonably acceptable to the Adviser or the Trust, attesting to such written policies and procedures. 3.6. The Sub-Adviser shall implement and maintain a business continuity plan and policies and procedures reasonably designed to prevent, detect and respond to cybersecurity threats and to implement such internal controls and other safeguards as the Sub-Adviser has reasonably believes are necessary to records relating protect each Fund’s confidential information and the nonpublic personal information of Fund shareholders. The Sub-Adviser shall promptly notify the Adviser and the Trust of any material violations or breaches of such policies and procedures. 3.7. To the extent the Sub-Adviser is exercising “discretionary" trading authority, if any, the Sub-Adviser will not engage in any futures transactions, options on futures transactions or transactions in other commodity interests on behalf of a Fund prior to the Portfolio that are held by relevant third parties. Such inspections will be at reasonable times during business hours and only upon reasonable Sub-Adviser becoming registered or filing a notice of exemption on behalf of the Company's desire Fund with the National Futures Association (the “NFA”). To the extent the Sub-Adviser has “non-discretionary” trading authority, the Sub-Adviser will not recommend that a Fund engage in any futures transactions, options on futures transactions or transactions in other commodity interests prior to make an inspectionboth the Sub-Adviser and the Adviser (or the Trading Adviser, as the case may be) becoming registered or filing a notice of exemption on behalf of the Fund with the NFA. (c) 3.8. The Sub-Adviser agrees to advise provide reasonable assistance with the Manager of any developments, such as the reassignment of a portfolio manager, that would require Prospectus disclosure and to provide any necessary information related to such developmentsliquidity classifications required under each Fund’s liquidity risk management program. (d) The Sub-Adviser has provided the Manager and the Company with a copy of its most recent and complete Form ADV and will promptly furnish them with copies of any material amendments to the Form. (e) The Sub-Adviser shall furnish the Manager with a certificate, signed by a duly authorized officer of the Sub-Adviser that designates the officers or employees of the Sub-Adviser having authority to act for and on behalf of the Sub-Adviser in connection with this Agreement. The Sub-Adviser agrees that, until such time as the Manager is otherwise informed in writing by a duly authorized officer of the Sub-Adviser, the Manager shall be authorized and entitled to rely on any notice, instruction, request, order or other communication, given either in writing or orally, and reasonably believed by the Manager in good faith to be given by an authorized representative of the Sub-Adviser.

Representations of the Sub-Adviser. The Sub-Adviser represents represents, warrants and agrees that: (a) A. The Sub-Adviser (i) is registered as an "investment adviser" adviser under the Advisers Act and is currently in compliance in all material respects and shall at all times will continue to comply be so registered for so long as this Agreement remains in all material respects with the requirements imposed upon it effect; (ii) is not prohibited by the Advisers Investment Company Act, the 1940 ActAdvisers Act or other law, the Internal Revenue Code, state securities laws and all applicable rules and regulations thereunder as they relate to regulation or order from performing the services provided under contemplated by this Agreement. The Sub; (iii) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-Adviser regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will immediately promptly notify the Manager if it becomes aware Adviser of the occurrence of any event that would substantially impair the Sub-Adviser’s ability to fulfill its commitment under this Agreement or disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 9(a) of the 1940 Investment Company Act or any other applicable law or regulation. (b) The Sub-Adviser will maintain, keep current and accurate, and preserve all records with respect to the Portfolio as are required of it under the Advisers Act and the 1940 Act, in the manner provided by such Acts and the rules thereunder. The Sub-Adviser agrees that such records are the property of the Company, and following termination of this Agreement will be surrendered to the Company promptly upon request except to the extent that they are required to be retained by the Sub-Adviser under applicable law. Further, such records shall be open to inspection by the Companyotherwise. The Sub-Adviser will also assure promptly notify each Fund and the 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, government agency, self-regulatory organization, public board or body, involving the affairs of a Fund or if it is served or otherwise receives notice of any material action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, self-regulatory organization, public board or body, involving the affairs of the Sub-Adviser and which would be likely to cause a material impact on the Sub-Adviser’s ability to perform its duties under this Agreement, provided, however, that routine regulatory examinations of the Sub-Adviser will not be required to be reported by this provision. The Sub-Adviser will also promptly notify the Adviser upon detection of (i) any material failure to manage the Fund(s) in accordance with the Fund(s)’ stated investment objectives and policies or any applicable law; (ii) any material breach of any of the Fund(s)’ or the Sub-Adviser’s policies, guidelines or procedures related to the Fund(s); or (iii) any trade error. Any notification will be considered prompt if it is given in a manner consistent with the Sub-Adviser’s fiduciary and other obligations under the Advisers Act and contemporaneously with any regulatory filing or notice to other affected parties within the time that such filing or notice is required by applicable law. B. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and Rule 204A-1 under the Advisers Act and will have provide the same access Adviser and the Trustees 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 Sub-Adviser will certify to the Adviser that the Sub-Adviser has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of the Sub-Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to records relating such violation. Upon the written request of the Adviser, the Sub-Adviser will permit the Adviser, its employees or its agents to examine the reports required to be made to the Portfolio that are held Sub-Adviser by Rule 17j-1(c)(1) and Rule 204A-1(b) and all other records relevant third parties. Such inspections will be at reasonable times during business hours and only upon reasonable notice to the Sub-Adviser’s code of ethics to the Company's desire extent such reports or records pertain to make an inspectionpersonnel providing services to a Fund. (c) C. The Sub-Adviser agrees has adopted and implemented and will maintain (a) in accordance with Rule 206(4)-7 under the Advisers Act, policies and procedures reasonably designed to advise prevent violation by the Manager Sub-Adviser and its supervised persons (as such term is defined by the Advisers Act) of the Advisers Act and the rules thereunder; and (b) to the extent that the Sub-Adviser’s activities or services could affect a Fund(s), policies and procedures reasonably designed to prevent violation of the federal securities laws (as such term is defined in Rule 38a-1 under the Investment Company Act) by the Fund(s) and the Sub-Adviser. The Sub-Adviser shall provide access to the Adviser and its agents and representatives to its policies and procedures pertaining to its activities and duties hereunder and shall notify the Adviser, via quarterly certification or otherwise at the request of the Adviser, of: (1) any material changes to its policies and procedures; (2) any new policies and procedures as they pertain to activities or duties performed hereunder; and (3) the retirement of any developments, such policies and procedures as they pertain to activities or duties performed hereunder. The Sub-Adviser will promptly notify the reassignment Adviser upon detection of a portfolio manager, any material violations of the Sub-Adviser’s own compliance policies and procedures that would require Prospectus disclosure and relate to provide any necessary information related to such developmentsits activities or duties hereunder. (d) D. The Sub-Adviser has provided the Manager and the Company Adviser with a copy of its most recent and complete Form ADV which as of the date of this Agreement is its Form ADV as most recently filed with the SEC, will provide a copy of its Part 2A annually, and promptly will promptly furnish them with copies a copy of any all material amendments to the FormAdviser. (e) E. The Sub-Adviser shall furnish agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Sub-Adviser agrees not to consult with (i) other sub-advisers to a Fund, if any, (ii) other sub-advisers to any other Fund of the Manager Trust, or (iii) other sub-advisers to an investment company under common control with any Fund, concerning transactions for a certificate, signed by a duly authorized officer Fund in securities or other assets. G. The Sub-Adviser will notify the Trust and the Adviser of any assignment of this Agreement or change of control of the Sub-Adviser that designates Adviser, as applicable, and any changes in the officers key personnel who are either the portfolio manager(s) of a Fund or employees senior management of the Sub-Adviser having authority Adviser, in each case prior to act for and on behalf of the Sub-Adviser in connection with this Agreementor promptly after, such change. The Sub-Adviser agrees that, until such time as the Manager is otherwise informed in writing by a duly authorized officer to bear all reasonable expenses of the Sub-AdviserTrust, the Manager shall be authorized and entitled to rely on any noticeif any, instruction, request, order arising out of an assignment or other communication, given either change in writing or orally, and reasonably believed by the Manager in good faith to be given by an authorized representative of the Sub-Advisercontrol.

Representations of the Sub-Adviser. The Sub-Adviser represents represents, warrants, and agrees thatcovenants to the Adviser and the Trust as follows: (a) 3.1. The Sub-Adviser has all requisite power and authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement; 3.2. The Sub-Adviser is registered as an "investment adviser" adviser under the Advisers Act and is currently has provided its current Form ADV, including the firm brochure and applicable brochure supplements to the Adviser; 3.3. The Sub-Adviser maintains errors and omissions insurance coverage in compliance in all material respects an appropriate amount and shall at all times continue provide prior written notice to comply the Adviser and the Trust (i) of any material changes in all its insurance policies or insurance coverage or (ii) if any material respects claims will be made on its insurance policies. Furthermore, the Sub-Adviser shall upon reasonable request provide the Adviser and the Trust with any information it may reasonably require concerning the requirements imposed upon it by amount of or scope of such insurance; 3.4. None of the Advisers ActSub-Adviser, nor its affiliate Hxxxxxxxx Advisors, LLC (“HTA”), or any officer, director or employee of the Sub-Adviser or HTA is subject to any event set forth in Section 9 of the 1940 Act that would disqualify the Sub-Adviser from acting as an investment adviser to an investment company under the 1940 Act, the Internal Revenue Code, state securities laws and all applicable rules and regulations thereunder as they relate to the services provided under this Agreement. The Sub-Adviser will immediately promptly notify the Manager if it becomes aware Adviser and the Trust upon the Sub-Adviser’s discovery of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 9(a) of the 1940 Act or any other applicable law or regulation.otherwise; (b) The Sub-Adviser will maintain, keep current and accurate, and preserve all records with respect to the Portfolio as are required of it under the Advisers Act and the 1940 Act, in the manner provided by such Acts and the rules thereunder3.5. The Sub-Adviser agrees that such records has adopted, implemented and will maintain written policies and procedures, as required by Rule 206(4)‑7 under the Advisers Act, which are the property reasonably designed to prevent violations of the Company, and following termination of this Agreement will be surrendered to the Company promptly upon request except to the extent that they are required to be retained federal securities laws by the Sub-Adviser, its employees, officers, and agents; 3.6. The Sub-Adviser has adopted and implemented and will maintain written policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (as such term is defined in Rule 38a-1 under applicable law. Further, such records shall be open to inspection the 1940 Act) by the CompanyFunds and the Sub-Adviser (the policies and procedures referred to in this Section 3.6, along with the policies and procedures referred to in Section 3.5, are referred to herein as the Sub-Adviser’s “Compliance Program”); 3.7. Upon reasonable notice to and reasonable request, the Sub-Adviser shall provide the Adviser and the Trust with access to the records relating to the Compliance Program as they relate to the Funds. The Sub-Adviser will also assure that provide, at the Company will have reasonable request of the same access Adviser or the Trust, periodic certifications, in a form reasonably acceptable to the Adviser or the Trust, attesting to such written policies and procedures; 3.8. The Sub-Adviser shall implement and maintain a business continuity plan and policies and procedures reasonably designed to prevent, detect and respond to cybersecurity threats and to implement such internal controls and other safeguards as the Sub-Adviser has reasonably believes are necessary to records relating protect each Fund’s confidential information and the nonpublic personal information of Fund shareholders that is in Sub-Adviser’s possession and control. The Sub-Adviser shall promptly notify the Adviser and the Trust of any material violations or breaches of such policies and procedures; 3.9. The Sub-Adviser will not engage in any futures transactions, options on futures transactions or transactions in other commodity interests on behalf of a Fund prior to the Portfolio that are held by relevant third parties. Such inspections will be at reasonable times during business hours and only upon reasonable Sub-Adviser becoming registered or filing a notice of exemption on behalf of the Company's desire to make an inspection.Fund with the National Futures Association; and (c) The 3.10. Upon the Adviser’s request, the Sub-Adviser agrees to advise provide reasonable assistance with the Manager of any developments, such as liquidity classifications required under each Fund’s liquidity risk management program when implemented in accordance with Rule 22e‑4 under the reassignment of a portfolio manager, that would require Prospectus disclosure and to provide any necessary information related to such developments1940 Act. (d) The Sub-Adviser has provided the Manager and the Company with a copy of its most recent and complete Form ADV and will promptly furnish them with copies of any material amendments to the Form. (e) The Sub-Adviser shall furnish the Manager with a certificate, signed by a duly authorized officer of the Sub-Adviser that designates the officers or employees of the Sub-Adviser having authority to act for and on behalf of the Sub-Adviser in connection with this Agreement3.11. The Sub-Adviser agrees that, until such time will notify the Adviser and the Trust of any assignment (as defined in the Manager is otherwise informed in writing by a duly authorized officer 1940 Act) of this Agreement or change of control of the Sub-Adviser, as applicable, in each case prior to or promptly after, such change. Notwithstanding any other provision hereunder, the Manager shall be authorized Sub-Adviser hereby agrees to bear any and entitled all expenses of the Trust, including but not limited to rely on any noticecosts and expenses (including reasonable attorneys’ fees) related to any regulatory filings, instructionshareholder notifications and solicitation of shareholder approval, requestif any, order arising out of or other communication, given either in writing related to any such assignment or orally, and reasonably believed by the Manager in good faith to be given by an authorized representative change of control of the Sub-Adviser.

Representations of the Sub-Adviser. The Sub-Adviser represents and agrees that: (a) The Sub-Adviser is registered as an "investment adviser" under the Advisers Act and is currently in compliance in all material respects and shall at all times continue to comply in all material respects with the requirements imposed upon it by the Advisers Act, the 1940 Act, the Internal Revenue Code, state securities laws and all applicable rules and regulations thereunder as they relate to the services provided under this Agreement. The Sub-Adviser will immediately notify the Manager if it becomes aware of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 of the 1940 Act or any other applicable law or regulation. (b) The Sub-Adviser will maintain, keep current and accurate, and preserve all records with respect to the Portfolio as are required of it under the Advisers Act and the 1940 Act, in the manner provided by such Acts and the rules thereunder. The Sub-Adviser agrees that such records are the property of the Company, and following termination of this Agreement will be surrendered to the Company promptly upon request except to the extent that they are required to be retained by the Sub-Adviser under applicable law. Further, such records shall be open to inspection by the Company. The Sub-Adviser will also assure that the Company will have the same access as the Sub-Adviser has to records relating to the Portfolio that are held by relevant third parties. Such inspections will be at reasonable times during business hours and only upon reasonable notice of the Company's desire to make an inspection. (c) The Sub-Adviser agrees to advise the Manager of any developments, such as the reassignment of a portfolio manager, that would require Prospectus disclosure and to provide any necessary information related to such developments. (d) The Sub-Adviser has provided the Manager and the Company with a copy of its most recent and complete Form ADV and will promptly furnish them with copies of any material amendments to the Form. (e) The Manager and the Company acknowledge that the Sub-Adviser shall be and shall remain during the effectiveness of this Agreement, a member of the Investment Management Regulatory Organization, Ltd. ("IMRO") and that they have received a letter from the Sub-Adviser setting forth its Terms of Business. (f) The Sub-Adviser shall furnish the Manager with a certificate, signed by a duly authorized officer of the Sub-Adviser that designates the officers or employees of the Sub-Adviser having authority to act for and on behalf of the Sub-Adviser in connection with this Agreement. The Sub-Adviser agrees that, until such time as the Manager is otherwise informed in writing by a duly authorized officer of the Sub-Adviser, the Manager shall be authorized and entitled to rely on any notice, instruction, request, order or other communication, given either in writing or orally, and reasonably believed by the Manager in good faith to be given by an authorized representative of the Sub-Adviser.

Representations of the Sub-Adviser. The Sub-Adviser represents and agrees that: (a) The Sub-Adviser is registered as an "investment adviser" under the Advisers Act and is currently in compliance in all material respects and shall at all times continue to comply in all material respects with the requirements imposed upon it by the Advisers Act, the 1940 Act, the Internal Revenue Code, state securities laws and all applicable rules and regulations thereunder as they relate to the services provided under this Agreement. The Sub-Adviser will immediately notify the Manager if it becomes aware of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 of the 1940 Act or any other applicable law or regulation. (b) The Sub-Adviser will maintain, keep current and accurate, and preserve all records with respect to the Portfolio Portfolios as are required of it under the Advisers Act and the 1940 Act, in the manner provided by such Acts and the rules thereunder. The Sub-Adviser agrees that such records are the property of the Company, and following termination of this Agreement will be surrendered to the Company promptly upon request except to the extent that they are required to be retained by the Sub-Adviser under applicable lawlaw and provided that the Sub-Adviser may keep copies of these records. Further, such records shall be open to inspection by the Company. The Sub-Adviser will also assure that the Company will have the same access as the Sub-Adviser has to records relating to the Portfolio Portfolios that are held by relevant third parties. Such inspections will be at reasonable times during business hours and only upon reasonable notice of the Company's desire to make an inspection. (c) The Sub-Adviser agrees to advise the Manager of any developments, such as the reassignment of a portfolio manager, that would require Prospectus disclosure and to provide any necessary information related to such developments. (d) The Sub-Adviser has provided the Manager and the Company with a copy of its most recent and complete Form ADV and will promptly furnish them with copies of any material amendments to the Form. (e) If the Sub-Adviser's performance of its obligations under this Agreement takes place in the United Kingdom, the Sub-Adviser shall be and shall remain during the effectiveness of this Agreement, a member of the Investment Management Regulatory Organisation, Ltd. ("IMRO") and thereby regulated in the conduct of Investment Business (as defined in IMRO's rules) by the IMRO. The Company and the Manager will be treated as a Non-Private Customer (as defined in IMRO's rules) of the Sub-Adviser. (f) The Sub-Adviser shall furnish the Manager with a certificate, signed by a duly authorized officer of the Sub-Adviser that designates the officers or employees of the Sub-Adviser having authority to act for and on behalf of the Sub-Adviser in connection with this Agreement. The Sub-Adviser agrees that, until such time as the Manager is otherwise informed in writing by a duly authorized officer of the Sub-Adviser, the Manager shall be authorized and entitled to rely on any notice, instruction, request, order or other communication, given either in writing or orally, and reasonably believed by the Manager in good faith to be given by an authorized representative of the Sub-Adviser.

Representations of the Sub-Adviser. 3.1. The Sub-Adviser represents has all requisite power and agrees that:authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement. (a) 3.2. The Sub-Adviser is registered as an "investment adviser" adviser under the Advisers Act and is currently has provided its current Form ADV, including the firm brochure and applicable brochure supplements to the Adviser. 3.3. The Sub-Adviser maintains errors and omissions insurance coverage in compliance in all material respects an appropriate amount and shall at all times continue provide prior written notice to comply the Adviser and the Trust (i) of any material changes in all its insurance policies or insurance coverage or (ii) if any material respects claims will be made on its insurance policies. Furthermore, the Sub-Adviser shall upon reasonable request provide the Adviser and the Trust with any information they may reasonably require concerning the requirements imposed upon it by amount of or scope of such insurance. 3.4. None of the Advisers ActSub-Adviser, its affiliates, or any officer, director or employee of the Sub-Adviser or its affiliates is subject to any event set forth in Section 9 of the 1940 Act that would disqualify the Sub-Adviser from acting as an investment adviser to an investment company under the 1940 Act, the Internal Revenue Code, state securities laws and all applicable rules and regulations thereunder as they relate to the services provided under this Agreement. The Sub-Adviser will immediately promptly notify the Manager if it becomes aware Adviser and the Trust upon the Sub-Adviser’s discovery of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 9(a) of the 1940 Act or any other applicable law or regulationotherwise. (b) The Sub-Adviser will maintain, keep current and accurate, and preserve all records with respect to the Portfolio as are required of it under the Advisers Act and the 1940 Act, in the manner provided by such Acts and the rules thereunder3.5. The Sub-Adviser agrees that such records has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are the property reasonably designed to prevent violations of the Company, and following termination of this Agreement will be surrendered to the Company promptly upon request except to the extent that they are required to be retained federal securities laws by the Sub-Adviser, its employees, officers, and agents. Upon reasonable notice to and reasonable request, the Sub-Adviser under applicable law. Further, shall provide the Adviser and the Trust with access to the records relating to such records shall be open policies and procedures as they relate to inspection by the CompanyFunds. The Sub-Adviser will also assure that provide, at the Company will have reasonable request of the same access Adviser or the Trust, periodic certifications, in a form reasonably acceptable to the Adviser or the Trust, attesting to such written policies and procedures. 3.6. The Sub-Adviser shall implement and maintain a business continuity plan and policies and procedures reasonably designed to prevent, detect and respond to cybersecurity threats and to implement such internal controls and other safeguards as the Sub-Adviser has reasonably believes are necessary to records relating protect each Fund’s confidential information and the nonpublic personal information of Fund shareholders. The Sub-Adviser shall promptly notify the Adviser and the Trust of any material violations or breaches of such policies and procedures. 3.7. If Schedule A indicates “fully discretionary” or “partially discretionary” trading authority, the Sub-Adviser will not engage in any futures transactions, options on futures transactions or transactions in other commodity interests on behalf of a Fund prior to the Portfolio that are held by relevant third parties. Such inspections will be at reasonable times during business hours and only upon reasonable Sub-Adviser becoming registered or filing a notice of exemption on behalf of the Company's desire Fund with the National Futures Association (the “NFA”). To the extent the Sub-Adviser has “non-discretionary” trading authority, the Sub-Adviser will not recommend that a Fund engage in any futures transactions, options on futures transactions or transactions in other commodity interests prior to make an inspectionboth the Sub-Adviser and the Adviser (or the Trading Adviser, as the case may be) becoming registered or filing a notice of exemption on behalf of the Fund with the NFA. (c) 3.8. The Sub-Adviser agrees to advise provide reasonable assistance with the Manager of any developments, such as the reassignment of a portfolio manager, that would require Prospectus disclosure and to provide any necessary information related to such developmentsliquidity classifications required under each Fund’s liquidity risk management program. (d) The Sub-Adviser has provided the Manager and the Company with a copy of its most recent and complete Form ADV and will promptly furnish them with copies of any material amendments to the Form. (e) The Sub-Adviser shall furnish the Manager with a certificate, signed by a duly authorized officer of the Sub-Adviser that designates the officers or employees of the Sub-Adviser having authority to act for and on behalf of the Sub-Adviser in connection with this Agreement. The Sub-Adviser agrees that, until such time as the Manager is otherwise informed in writing by a duly authorized officer of the Sub-Adviser, the Manager shall be authorized and entitled to rely on any notice, instruction, request, order or other communication, given either in writing or orally, and reasonably believed by the Manager in good faith to be given by an authorized representative of the Sub-Adviser.

Representations of the Sub-Adviser. The Sub-Adviser represents represents, warrants and agrees thatas follows: (a) A. The Sub-Adviser Adviser (i) is registered as an "investment adviser" adviser under the Advisers Act and is currently in compliance in all material respects and shall at all times will continue to comply be so registered for so long as this Agreement remains in all material respects with the requirements imposed upon it effect; (ii) is not prohibited by the Advisers Investment Company Act, the 1940 ActAdvisers Act or other law, the Internal Revenue Code, state securities laws and all applicable rules and regulations thereunder as they relate to regulation or order from performing the services provided under contemplated by this Agreement. The Sub; (iii) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-Adviser regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will immediately promptly notify the Manager if it becomes aware Investment Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 9(a) of the 1940 Investment Company Act or any other applicable law or regulation. (b) The Sub-Adviser will maintain, keep current and accurate, and preserve all records with respect to the Portfolio as are required of it under the Advisers Act and the 1940 Act, in the manner provided by such Acts and the rules thereunder. The Sub-Adviser agrees that such records are the property of the Company, and following termination of this Agreement will be surrendered to the Company promptly upon request except to the extent that they are required to be retained by the Sub-Adviser under applicable law. Further, such records shall be open to inspection by the Companyotherwise. The Sub-Adviser will also assure promptly notify each Fund and the Investment 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, government agency, self-regulatory organization, public board or body, involving the affairs of the Portfolio(s) or the Sub-Adviser, provided, however, that the Company will have the same access as routine regulatory examinations of the Sub-Adviser has shall not be required to records relating to the Portfolio that are held be reported by relevant third parties. Such inspections will be at reasonable times during business hours and only upon reasonable notice of the Company's desire to make an inspectionthis provision. (c) B. The Sub-Adviser agrees is currently in compliance and shall at all times continue to advise be in compliance with the Manager of any developments, such as requirements imposed upon the reassignment of a portfolio manager, that would require Prospectus disclosure Sub-Adviser by applicable law and to provide any necessary information related to such developmentsregulations. (d) C. The Sub-Adviser has provided the Manager and the Company Investment Adviser with a copy of its most recent and complete Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC and promptly will promptly furnish them with copies a copy of any material all amendments to the Form. (e) The Sub-Trust and the Investment Adviser at least annually. Such amendments shall furnish the Manager with a certificate, signed by a duly authorized officer of reflect all changes in the Sub-Adviser that designates the officers Adviser's organizational structure, professional staff or employees of the Sub-Adviser having authority to act for and on behalf of the Sub-Adviser in connection with this Agreement. The Sub-Adviser agrees that, until such time as the Manager is otherwise informed in writing by a duly authorized officer of other significant developments affecting the Sub-Adviser, the Manager shall be authorized and entitled to rely on any notice, instruction, request, order or other communication, given either in writing or orally, and reasonably believed as required by the Manager in good faith to be given by an authorized representative of the Sub-AdviserAdvisers Act.

Representations of the Sub-Adviser. 3.1. The Sub-Adviser represents has all requisite power and agrees that:authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement. (a) 3.2. The Sub-Adviser is registered as an "investment adviser" adviser under the Advisers Act and is currently has provided its current Form ADV, including the firm brochure and applicable brochure supplements to the Adviser. 3.3. The Sub-Adviser maintains errors and omissions insurance coverage in compliance in all material respects an appropriate amount and shall at all times continue provide prior written notice to comply the Adviser and the Trust (i) of any material changes in all its insurance policies or insurance coverage or (ii) if any material respects claims will be made on its insurance policies. Furthermore, the Sub-Adviser shall upon reasonable request provide the Adviser and the Trust with any information it may reasonably require concerning the requirements imposed upon it by amount of or scope of such insurance. 3.4. None of the Advisers ActSub-Adviser, its affiliates, or any officer, director or employee of the Sub-Adviser or its affiliates is subject to any event set forth in Section 9 of the 1940 Act that would disqualify the Sub-Adviser from acting as an investment adviser to an investment company under the 1940 Act, the Internal Revenue Code, state securities laws and all applicable rules and regulations thereunder as they relate to the services provided under this Agreement. The Sub-Adviser will immediately promptly notify the Manager if it becomes aware Adviser and the Trust upon the Sub-Adviser’s discovery of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 9(a) of the 1940 Act or any other applicable law or regulationotherwise. (b) The Sub-Adviser will maintain, keep current and accurate, and preserve all records with respect to the Portfolio as are required of it under the Advisers Act and the 1940 Act, in the manner provided by such Acts and the rules thereunder3.5. The Sub-Adviser agrees that such records has adopted and implemented written policies and procedures, as required by Rule 206(4)‑7 under the Advisers Act, which are the property reasonably designed to prevent violations of the Company, and following termination of this Agreement will be surrendered to the Company promptly upon request except to the extent that they are required to be retained federal securities laws by the Sub-Adviser, its employees, officers, and agents. Upon reasonable notice to and reasonable request, the Sub-Adviser under applicable law. Further, shall provide the Adviser and the Trust with access to the records relating to such records shall be open policies and procedures as they relate to inspection by the CompanyFunds. The Sub-Adviser will also assure that provide, at the Company will have reasonable request of the same access Adviser or the Trust, periodic certifications, in a form reasonably acceptable to the Adviser or the Trust, attesting to such written policies and procedures. 3.6. The Sub-Adviser shall implement and maintain a business continuity plan and policies and procedures reasonably designed to prevent, detect and respond to cybersecurity threats and to implement such internal controls and other safeguards as the Sub-Adviser has reasonably believes are necessary to records relating protect each Fund’s confidential information and the nonpublic personal information of Fund shareholders. The Sub-Adviser shall promptly notify the Adviser and the Trust of any material violations or breaches of such policies and procedures. 3.7. The Sub-Adviser will not engage (or recommend) in any futures transactions, options on futures transactions or transactions in other commodity interests on behalf of a Fund prior to the Portfolio that are held by relevant third parties. Such inspections will be at reasonable times during business hours and only upon reasonable Sub-Adviser (and/or the Adviser, as the case may be) becoming registered or filing a notice of exemption on behalf of the Company's desire to make an inspectionFund with the National Futures Association. (c) 3.8. The Sub-Adviser agrees to advise provide reasonable assistance with the Manager of any developments, such as liquidity classifications required under each Fund’s liquidity risk management program when implemented in accordance with Rule 22e‑4 under the reassignment of a portfolio manager, that would require Prospectus disclosure and to provide any necessary information related to such developments1940 Act. (d) The Sub-Adviser has provided the Manager and the Company with a copy of its most recent and complete Form ADV and will promptly furnish them with copies of any material amendments to the Form. (e) The Sub-Adviser shall furnish the Manager with a certificate, signed by a duly authorized officer of the Sub-Adviser that designates the officers or employees of the Sub-Adviser having authority to act for and on behalf of the Sub-Adviser in connection with this Agreement. The Sub-Adviser agrees that, until such time as the Manager is otherwise informed in writing by a duly authorized officer of the Sub-Adviser, the Manager shall be authorized and entitled to rely on any notice, instruction, request, order or other communication, given either in writing or orally, and reasonably believed by the Manager in good faith to be given by an authorized representative of the Sub-Adviser.