Common use of REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE ADVISER Clause in Contracts

REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE ADVISER. The Adviser represents, warrants, and agrees that: (a) The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Contract remains in effect; (ii) is not prohibited by the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Contract; (iii) has met and will seek to continue to meet for so long as this Contract 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 Contract; (iv) has the authority to enter into and perform the services contemplated by this Contract; and (v) will promptly notify the Trust of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Adviser will also immediately notify the Trust if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, or any threat thereof, before or by any court, public board or body, involving the affairs of the Funds. (b) The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Trust with a copy of such code of ethics, together with evidence of its adoption and a certification that the Adviser has adopted procedures reasonably necessary to prevent violations of such code of ethics. Within thirty (30) days following the end of the last calendar quarter of each year that this Contract is in effect, a senior officer of the Adviser shall furnish to the Trust (a) a written report that describes any issues 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 (b) a written certification that the Adviser has adopted procedures reasonably necessary to prevent violations of the code of ethics. In addition, the Adviser shall (i) promptly report to the Board in writing any material amendments to its code of ethics; (ii) immediately furnish to the Board all material information regarding any 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; and (iii) provide quarterly reports to the appropriate compliance officer on any material violations of the Adviser’s code of ethics during the period so indicated. The Adviser shall permit the Trust, the Board, and/or the Trust’s employees or agents to examine the reports required to be made to the Adviser by Rule 17j-1(c)(1) and all other records relevant to the Adviser’s code of ethics. (c) The Adviser has provided the Trust with a copy of its Form ADV, which as of the date of this Contract is its Form ADV as most recently filed with the SEC and promptly will furnish a copy of all amendments to the Trust 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 Investment Advisers Act of 1940. (d) The Adviser will notify the Trust of any change of control of the Adviser, including any change of its general partners, controlling persons or 25% shareholders, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of a Fund or senior management of the Adviser, in each case prior to such change if the Adviser is aware of such change but in any event not later than promptly after such change. The Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of such change. (e) The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage equal to not less than $5,000,000.

REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE ADVISER. The Adviser represents, warrants, warrants and agrees that: (a) A. The Adviser (i) is registered as an investment adviser under the Investment Advisers Act of 1940. B. The Adviser will maintain, keep current and preserve on behalf of the Trust, in the manner and for the time periods required or permitted by the Act, the records identified in Schedule A. The Adviser agrees that such records (unless otherwise indicated on Schedule A) are the property of the Trust, and will be surrendered to the Trust promptly upon request. C. The Adviser will complete such reports concerning purchases or sales of securities on behalf of the Funds as the Trust may from time to time require to ensure compliance with the Act, the Internal Revenue Code of 1986 and applicable state securities laws. D. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Act and will continue to be so registered for so long as provide the Trust with a copy of the code of ethics and evidence of its adoption. Within forty-five (45) days of the end of the last calendar quarter of each year while this Contract remains in effect; (ii) Agreement is not prohibited by the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Contract; (iii) has met and will seek to continue to meet for so long as this Contract remains in effect, any other applicable federal or state requirements, or an executive officer of the applicable Adviser shall certify to the Trust that the Adviser has complied with the requirements of any regulatory Rule 17j-1 during the previous year and that there has been no violation of the Adviser's code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Trust, the Adviser shall permit the Trust, its employees or industry self-regulatory agency necessary its agents to examine the reports required to be met made to the Adviser by Rule 17j-1(c)(1). E. The Adviser will, promptly after filing with the Securities and Exchange Commission an amendment to its Form ADV, furnish a copy of such amendment to the Trust. F. Upon request of the Trust, the Adviser will provide assistance to the Custodian in order the collection of income due or payable to perform the services contemplated by this Contract; (iv) has the authority to enter into and perform the services contemplated by this Contract; and (v) Funds. G. The Adviser will promptly immediately notify the Trust of the occurrence of any event that which would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Adviser will also immediately notify the Trust if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, or any threat thereof, before or by any court, public board or body, involving the affairs of the Funds. (b) The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Trust with a copy of such code of ethics, together with evidence of its adoption and a certification that the Adviser has adopted procedures reasonably necessary to prevent violations of such code of ethics. Within thirty (30) days following the end of the last calendar quarter of each year that this Contract is in effect, a senior officer of the Adviser shall furnish to the Trust (a) a written report that describes any issues 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 (b) a written certification that the Adviser has adopted procedures reasonably necessary to prevent violations of the code of ethics. In addition, the Adviser shall (i) promptly report to the Board in writing any material amendments to its code of ethics; (ii) immediately furnish to the Board all material information regarding any 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; and (iii) provide quarterly reports to the appropriate compliance officer on any material violations of the Adviser’s code of ethics during the period so indicated. The Adviser shall permit the Trust, the Board, and/or the Trust’s employees or agents to examine the reports required to be made to the Adviser by Rule 17j-1(c)(1) and all other records relevant to the Adviser’s code of ethics. (c) The Adviser has provided the Trust with a copy of its Form ADV, which as of the date of this Contract is its Form ADV as most recently filed with the SEC and promptly will furnish a copy of all amendments to the Trust 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 Investment Advisers Act of 1940. (d) The Adviser will notify the Trust of any change of control of the Adviser, including any change of its general partners, controlling persons or 25% shareholders, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of a Fund or senior management of the Adviser, in each case prior to such change if the Adviser is aware of such change but in any event not later than promptly after such change. The Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of such change. (e) The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage equal to not less than $5,000,000.

REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE ADVISER. The Adviser represents, warrants, warrants and agrees that: (a) The Adviser (i) It is registered as an “investment adviser adviser” under the Advisers Act. (b) It will maintain, keep current and preserve on behalf of the Funds all books and records responsibilities delegated to the Adviser, in the manner required or permitted by the 1940 Act and the rules thereunder. The Adviser agrees that such records are the property of the Fund, and shall be surrendered to each Fund promptly upon request. The Funds acknowledge that Adviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. (c) It shall maintain a written code of ethics (the “Code of Ethics”) complying with the requirements of Rule 204A-1 under the Advisers Act and will continue Rule 17j-l under the 1940 Act and shall provide the Funds with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Adviser acknowledges receipt of the written code of ethics adopted by and on behalf of each Fund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Adviser shall certify to the Funds that the Adviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant securities laws, and if such a violation has occurred or the code of ethics of a Fund, or if such a violation of its Code of Ethics has occurred, that appropriate action was taken in response to such violation. Annually, the Adviser shall furnish to the Funds a written report which complies with the requirements of Rule 17j-1 concerning the Adviser’s Code of Ethics. The Adviser shall permit the Funds to examine the reports required to be so registered for so long made by the Adviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph. (d) It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Adviser and its supervised persons, and, to the extent the activities of the Adviser in respect of one or more Funds could affect a Fund, by such Fund, of “federal securities laws” (as this Contract remains defined in effect; (ii) is not prohibited by Rule 38a-1 under the 1940 Act), and that the Advisers Act Adviser has provided a Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by such Fund. The Adviser agrees to cooperate with periodic reviews by the Funds’ compliance personnel of the Adviser’s policies and procedures, their operation and implementation and other lawcompliance matters and to provide to the Funds from time to time such additional information and certifications in respect of the Adviser’s policies and procedures, regulation or order from performing compliance by the services contemplated by this Contract; (iii) has met Adviser with federal securities laws and will seek related matters as the Funds’ compliance personnel may reasonably request. The Adviser agrees to continue to meet for so long as this Contract remains in effect, any other applicable federal or state requirements, or the applicable requirements promptly notify each Fund of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Contract; compliance violations which affect such Fund’s assets. (ive) has the authority to enter into and perform the services contemplated by this Contract; and (v) The Adviser will promptly immediately notify the Trust Funds of the occurrence of any event that which would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) 9 of the 1940 Act or otherwise. The Adviser will also immediately notify the Trust Funds if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, or any threat thereof, before or by any court, public board or body, involving the affairs of the Fundsa Fund. (b) The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Trust with a copy of such code of ethics, together with evidence of its adoption and a certification that the Adviser has adopted procedures reasonably necessary to prevent violations of such code of ethics. Within thirty (30) days following the end of the last calendar quarter of each year that this Contract is in effect, a senior officer of the Adviser shall furnish to the Trust (a) a written report that describes any issues 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 (b) a written certification that the Adviser has adopted procedures reasonably necessary to prevent violations of the code of ethics. In addition, the Adviser shall (i) promptly report to the Board in writing any material amendments to its code of ethics; (ii) immediately furnish to the Board all material information regarding any 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; and (iii) provide quarterly reports to the appropriate compliance officer on any material violations of the Adviser’s code of ethics during the period so indicated. The Adviser shall permit the Trust, the Board, and/or the Trust’s employees or agents to examine the reports required to be made to the Adviser by Rule 17j-1(c)(1) and all other records relevant to the Adviser’s code of ethics. (c) The Adviser has provided the Trust with a copy of its Form ADV, which as of the date of this Contract is its Form ADV as most recently filed with the SEC and promptly will furnish a copy of all amendments to the Trust 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 Investment Advisers Act of 1940. (d) The Adviser will notify the Trust of any change of control of the Adviser, including any change of its general partners, controlling persons or 25% shareholders, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of a Fund or senior management of the Adviser, in each case prior to such change if the Adviser is aware of such change but in any event not later than promptly after such change. The Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of such change. (e) The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage equal to not less than $5,000,000.

REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE ADVISER. The Adviser represents, warrants, warrants and agrees that: (a) The Adviser (i) It is registered as an “investment adviser adviser” under the Advisers Act. (b) It will maintain, keep current and preserve on behalf of each Fund all books and records responsibilities delegated to the Adviser, in the manner required or permitted by the 1940 Act and the rules thereunder. The Adviser agrees that such records are the property of the Fund, and shall be surrendered to the Fund promptly upon request. The Fund acknowledges that Adviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. (c) It shall maintain a written code of ethics (the “Code of Ethics”) complying with the requirements of Rule 204A-1 under the Advisers Act and will continue Rule 17j-l under the 1940 Act and shall provide each Fund with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Adviser acknowledges receipt of the written code of ethics adopted by and on behalf of the Fund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Adviser shall certify to each Fund that the Adviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant securities laws, and if such a violation has occurred or the code of ethics of the Fund, or if such a violation of its Code of Ethics has occurred, that appropriate action was taken in response to such violation. Annually, the Adviser shall furnish to the Fund a written report which complies with the requirements of Rule 17j-1 concerning the Adviser’s Code of Ethics. The Adviser shall permit each Fund to examine the reports required to be so registered for so long made by the Adviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph. (d) It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Adviser and its supervised persons, and, to the extent the activities of the Adviser in respect of the Fund could affect such Fund, by the Fund, of “federal securities laws” (as this Contract remains defined in effect; (ii) is not prohibited by Rule 38a-1 under the 1940 Act), and that the Advisers Act Adviser has provided the Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the Fund. The Adviser agrees to cooperate with periodic reviews by the Fund’s compliance personnel of the Adviser’s policies and procedures, their operation and implementation and other lawcompliance matters and to provide to the Fund from time to time such additional information and certifications in respect of the Adviser’s policies and procedures, regulation or order from performing compliance by the services contemplated by this Contract; (iii) has met Adviser with federal securities laws and will seek related matters as the Fund’s compliance personnel may reasonably request. The Adviser agrees to continue to meet for so long as this Contract 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 Contract; (iv) has the authority to enter into and perform the services contemplated by this Contract; and (v) will promptly notify the Trust Fund of any compliance violations which affect the Fund’s assets. (e) The Adviser will immediately notify the Fund of the occurrence of any event that which would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) 9 of the 1940 Act or otherwise. The Adviser will also immediately notify the Trust Fund if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, or any threat thereof, before or by any court, public board or body, involving the affairs of the FundsFund. (b) The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Trust with a copy of such code of ethics, together with evidence of its adoption and a certification that the Adviser has adopted procedures reasonably necessary to prevent violations of such code of ethics. Within thirty (30) days following the end of the last calendar quarter of each year that this Contract is in effect, a senior officer of the Adviser shall furnish to the Trust (a) a written report that describes any issues 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 (b) a written certification that the Adviser has adopted procedures reasonably necessary to prevent violations of the code of ethics. In addition, the Adviser shall (i) promptly report to the Board in writing any material amendments to its code of ethics; (ii) immediately furnish to the Board all material information regarding any 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; and (iii) provide quarterly reports to the appropriate compliance officer on any material violations of the Adviser’s code of ethics during the period so indicated. The Adviser shall permit the Trust, the Board, and/or the Trust’s employees or agents to examine the reports required to be made to the Adviser by Rule 17j-1(c)(1) and all other records relevant to the Adviser’s code of ethics. (c) The Adviser has provided the Trust with a copy of its Form ADV, which as of the date of this Contract is its Form ADV as most recently filed with the SEC and promptly will furnish a copy of all amendments to the Trust 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 Investment Advisers Act of 1940. (d) The Adviser will notify the Trust of any change of control of the Adviser, including any change of its general partners, controlling persons or 25% shareholders, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of a Fund or senior management of the Adviser, in each case prior to such change if the Adviser is aware of such change but in any event not later than promptly after such change. The Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of such change. (e) The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage equal to not less than $5,000,000.

REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE ADVISER. The Adviser represents, warrants, warrants and agrees that: (a) The Adviser (i) It is registered as an “investment adviser adviser” under the Advisers Act. (b) It will maintain, keep current and preserve on behalf of the Fund all books and records (i) required pursuant to Rule 31a-1(b)(1), (2)(ii), (2)(iii), (3), (5) – (10), (12) and any records reasonably related thereto, or (ii) required in connection with such recordkeeping responsibilities as may be delegated by the Fund to the Adviser from time to time. The Adviser agrees that such records are the property of the Fund, and shall be surrendered to the Fund promptly upon request. The Fund acknowledges that Adviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. (c) It shall maintain a written code of ethics (the “Code of Ethics”) complying with the requirements of Rule 204A-1 under the Advisers Act and will continue Rule 17j-l under the 1940 Act and shall provide the Fund with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Adviser acknowledges receipt of the written code of ethics adopted by and on behalf of the Fund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Adviser shall certify to the Fund that the Adviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), and that no persons covered under its Code of Ethics have divulged or acted upon any material, non-public information, as such term is defined under relevant securities laws, and if a violation of the code of ethics of the Fund or a violation of the code of ethics of the Adviser has occurred , that appropriate action was taken in response to such violation. Annually, the Adviser shall furnish to the Fund a written report which complies with the requirements of Rule 17j-1 concerning the Adviser’s Code of Ethics. The Adviser shall permit the Fund to examine the reports required to be so registered for so long made by the Adviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph. (d) It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Adviser and its supervised persons, and, to the extent the activities of the Adviser in respect of the Fund could affect the Fund, by the Fund, of “federal securities laws” (as this Contract remains defined in effect; (ii) is not prohibited by Rule 38a-1 under the 1940 Act), and that the Advisers Act Adviser has provided the Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the Fund. The Adviser agrees to cooperate with periodic reviews by the Fund’s compliance personnel of the Adviser’s policies and procedures, their operation and implementation and other lawcompliance matters and to provide to the Fund from time to time such additional information and certifications in respect of the Adviser’s policies and procedures, regulation or order from performing compliance by the services contemplated by this Contract; (iii) has met Adviser with federal securities laws and will seek related matters as the Fund’s compliance personnel may reasonably request. The Adviser agrees to continue to meet for so long as this Contract 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 Contract; (iv) has the authority to enter into and perform the services contemplated by this Contract; and (v) will promptly notify the Trust Fund of any compliance violations which affect the Fund’s assets. (e) The Adviser will immediately notify the Fund of the occurrence of any event that which would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) 9 of the 1940 Act or otherwise. The Adviser will also immediately notify the Trust Fund if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, or any threat thereof, before or by any court, public board or body, involving the affairs of the FundsFund. (b) The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Trust with a copy of such code of ethics, together with evidence of its adoption and a certification that the Adviser has adopted procedures reasonably necessary to prevent violations of such code of ethics. Within thirty (30) days following the end of the last calendar quarter of each year that this Contract is in effect, a senior officer of the Adviser shall furnish to the Trust (a) a written report that describes any issues 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 (b) a written certification that the Adviser has adopted procedures reasonably necessary to prevent violations of the code of ethics. In addition, the Adviser shall (i) promptly report to the Board in writing any material amendments to its code of ethics; (ii) immediately furnish to the Board all material information regarding any 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; and (iii) provide quarterly reports to the appropriate compliance officer on any material violations of the Adviser’s code of ethics during the period so indicated. The Adviser shall permit the Trust, the Board, and/or the Trust’s employees or agents to examine the reports required to be made to the Adviser by Rule 17j-1(c)(1) and all other records relevant to the Adviser’s code of ethics. (c) The Adviser has provided the Trust with a copy of its Form ADV, which as of the date of this Contract is its Form ADV as most recently filed with the SEC and promptly will furnish a copy of all amendments to the Trust 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 Investment Advisers Act of 1940. (d) The Adviser will notify the Trust of any change of control of the Adviser, including any change of its general partners, controlling persons or 25% shareholders, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of a Fund or senior management of the Adviser, in each case prior to such change if the Adviser is aware of such change but in any event not later than promptly after such change. The Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of such change. (e) The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage equal to not less than $5,000,000.

REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE ADVISER. The Adviser represents, warrants, warrants and agrees that: (a) The Adviser (i) It is registered as an “investment adviser adviser” under the Advisers Act. (b) It will maintain, keep current and preserve on behalf of the Funds all books and records responsibilities delegated to the Adviser, in the manner required or permitted by the 1940 Act and the rules thereunder. The Adviser agrees that such records are the property of the Funds, and shall be surrendered to the Funds promptly upon request. The Funds acknowledge that Adviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. (c) It shall maintain a written code of ethics (the “Code of Ethics”) complying with the requirements of Rule 204A-1 under the Advisers Act and will continue Rule 17j-l under the 1940 Act and shall provide the Funds with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Adviser acknowledges receipt of the written code of ethics adopted by and on behalf of the Funds. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Adviser shall certify to the Funds that the Adviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant securities laws, and if such a violation has occurred or the code of ethics of the Funds, or if such a violation of its Code of Ethics has occurred, that appropriate action was taken in response to such violation. Annually, the Adviser shall furnish to the Funds a written report which complies with the requirements of Rule 17j-1 concerning the Adviser’s Code of Ethics. The Adviser shall permit the Funds to examine the reports required to be so registered for so long made by the Adviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph. (d) It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Adviser and its supervised persons, and, to the extent the activities of the Adviser in respect of the Funds could affect the Funds, by the Funds, of “federal securities laws” (as this Contract remains defined in effect; (ii) is not prohibited by Rule 38a-1 under the 1940 Act), and that the Advisers Act Adviser has provided the Funds with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the Funds. The Adviser agrees to cooperate with periodic reviews by the Funds’ compliance personnel of the Adviser’s policies and procedures, their operation and implementation and other lawcompliance matters and to provide to the Funds from time to time such additional information and certifications in respect of the Adviser’s policies and procedures, regulation or order from performing compliance by the services contemplated by this Contract; (iii) has met Adviser with federal securities laws and will seek related matters as the Funds’ compliance personnel may reasonably request. The Adviser agrees to continue to meet for so long as this Contract 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 Contract; (iv) has the authority to enter into and perform the services contemplated by this Contract; and (v) will promptly notify the Trust Funds of any compliance violations which affect the Funds’ assets. (e) The Adviser will immediately notify the Funds of the occurrence of any event that which would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) 9 of the 1940 Act or otherwise. The Adviser will also immediately notify the Trust Funds if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, or any threat thereof, before or by any court, public board or body, involving the affairs of the Funds. (b) The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Trust with a copy of such code of ethics, together with evidence of its adoption and a certification that the Adviser has adopted procedures reasonably necessary to prevent violations of such code of ethics. Within thirty (30) days following the end of the last calendar quarter of each year that this Contract is in effect, a senior officer of the Adviser shall furnish to the Trust (a) a written report that describes any issues 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 (b) a written certification that the Adviser has adopted procedures reasonably necessary to prevent violations of the code of ethics. In addition, the Adviser shall (i) promptly report to the Board in writing any material amendments to its code of ethics; (ii) immediately furnish to the Board all material information regarding any 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; and (iii) provide quarterly reports to the appropriate compliance officer on any material violations of the Adviser’s code of ethics during the period so indicated. The Adviser shall permit the Trust, the Board, and/or the Trust’s employees or agents to examine the reports required to be made to the Adviser by Rule 17j-1(c)(1) and all other records relevant to the Adviser’s code of ethics. (c) The Adviser has provided the Trust with a copy of its Form ADV, which as of the date of this Contract is its Form ADV as most recently filed with the SEC and promptly will furnish a copy of all amendments to the Trust 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 Investment Advisers Act of 1940. (d) The Adviser will notify the Trust of any change of control of the Adviser, including any change of its general partners, controlling persons or 25% shareholders, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of a Fund or senior management of the Adviser, in each case prior to such change if the Adviser is aware of such change but in any event not later than promptly after such change. The Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of such change. (e) The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage equal to not less than $5,000,000.

REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE ADVISER. The Adviser represents, warrants, warrants and agrees that: (a) A. The Adviser (i) is registered as an investment adviser under the Investment Advisers Act of 1940. B. The Adviser will maintain, keep current and preserve on behalf of the Trust, in the manner and for the time periods required or permitted by the Act, the records identified in Schedule A. The Adviser agrees that such records (unless otherwise indicated on Schedule A) are the property of the Trust, and will be surrendered to the Trust promptly upon request. C. The Adviser will complete such reports concerning purchases or sales of securities on behalf of the Fund as the Trust may from time to time require to ensure compliance with the Act, the Internal Revenue Code of 1986 and applicable state securities laws. D. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Act and will continue to be so registered for so long as provide the Trust with a copy of the code of ethics and evidence of its adoption. Within forty-five (45) days of the end of the last calendar quarter of each year while this Contract remains in effect; (ii) Agreement is not prohibited by the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Contract; (iii) has met and will seek to continue to meet for so long as this Contract remains in effect, any other applicable federal or state requirements, or an executive officer of the applicable Adviser shall certify to the Trust that the Adviser has complied with the requirements of any regulatory Rule 17j-1 during the previous year and that there has been no violation of the Adviser's code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Trust, the Adviser shall permit the Trust, its employees or industry self-regulatory agency necessary its agents to examine the reports required to be met made to the Adviser by Rule 17j-l(c)(1). E. The Adviser will, promptly after filing with the Securities and Exchange Commission an amendment to its Form ADV, furnish a copy of such amendment to the Trust. F. Upon request of the Trust, the Adviser will provide assistance to the Custodian in order the collection of income due or payable to perform the services contemplated by this Contract; (iv) has the authority to enter into and perform the services contemplated by this Contract; and (v) Fund. G. The Adviser will promptly immediately notify the Trust of the occurrence of any event that which would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Adviser will also immediately notify the Trust if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, or any threat thereof, before or by any court, public board or body, involving the affairs of the Funds. (b) The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Trust with a copy of such code of ethics, together with evidence of its adoption and a certification that the Adviser has adopted procedures reasonably necessary to prevent violations of such code of ethics. Within thirty (30) days following the end of the last calendar quarter of each year that this Contract is in effect, a senior officer of the Adviser shall furnish to the Trust (a) a written report that describes any issues 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 (b) a written certification that the Adviser has adopted procedures reasonably necessary to prevent violations of the code of ethics. In addition, the Adviser shall (i) promptly report to the Board in writing any material amendments to its code of ethics; (ii) immediately furnish to the Board all material information regarding any 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; and (iii) provide quarterly reports to the appropriate compliance officer on any material violations of the Adviser’s code of ethics during the period so indicated. The Adviser shall permit the Trust, the Board, and/or the Trust’s employees or agents to examine the reports required to be made to the Adviser by Rule 17j-1(c)(1) and all other records relevant to the Adviser’s code of ethics. (c) The Adviser has provided the Trust with a copy of its Form ADV, which as of the date of this Contract is its Form ADV as most recently filed with the SEC and promptly will furnish a copy of all amendments to the Trust 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 Investment Advisers Act of 1940. (d) The Adviser will notify the Trust of any change of control of the Adviser, including any change of its general partners, controlling persons or 25% shareholders, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of a Fund or senior management of the Adviser, in each case prior to such change if the Adviser is aware of such change but in any event not later than promptly after such change. The Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of such change. (e) The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage equal to not less than $5,000,000.

REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE ADVISER. The Adviser represents, warrants, and agrees that: (a) The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Contract Agreement remains in effect; (ii) is not prohibited by the 1940 Act, the Advisers Act or any other law, rule, regulation or order from performing the services contemplated by this ContractAgreement; (iii) has met (and will seek to continue to meet for so long as this Contract Agreement remains in effect, ) any and all 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 ContractAgreement; (iv) has the authority to enter into and perform the services contemplated by this ContractAgreement; and (v) will promptly notify the Trust of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Adviser also will also immediately notify the Trust if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, or any threat thereof, before or by any court, public board or body, involving the affairs of the Funds. (b) The Adviser has adopted a written code of ethics complying that comply with the requirements of Rule 17j-1 under the 1940 Act and will provide the Trust with a copy of such code of ethics, together with evidence of its adoption and a certification that the Adviser has adopted procedures reasonably necessary to prevent violations of such code of ethics. Within thirty (30) days following the end of the last calendar quarter of each year that this Contract Agreement is in effect, a senior officer of the Adviser shall furnish to the Trust (ai) a written report that describes any issues 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 (bii) a written certification that the Adviser has adopted procedures reasonably necessary to prevent violations of the code of ethics. In addition, the Adviser shall (i) promptly report to the Board in writing any material amendments to its code of ethics; (ii) immediately furnish to the Board all material information regarding any 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; and (iii) provide quarterly reports to the appropriate compliance officer on any material violations of the Adviser’s code of ethics during the period so indicated. The Adviser shall permit the Trust, the Board, and/or the Trust’s employees or agents to examine the reports required to be made to the Adviser by Rule 17j-1(c)(1) and all other records relevant to the Adviser’s code of ethics. (c) The Adviser has provided the Trust with a copy of its Form ADV, which as of the date of this Contract Agreement is its Form ADV as most recently filed with the SEC SEC, and promptly will furnish to the Trust a copy of all amendments to the Trust such Form ADV 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 Investment Advisers Act of 1940. (d) The Adviser will promptly notify the Trust of any change of control of the Adviser, including any change of its general partners, controlling persons or 25% shareholders, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of a Fund or senior management of the Adviser, in each case prior to such change if the Adviser is aware of such change change, but in any event not later than promptly as soon as practicable after such change. The Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of such change, including but not limited to, any expenses associated with preparing amendments and/or supplements to the Registration Statement or proxy materials, as the case may be. (e) The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage equal to not less than $5,000,000.

REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE ADVISER. The Adviser represents, warrants, warrants and agrees that: (a) The Adviser A. It is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its organization, and is qualified to do business in each jurisdiction in which failure to be so qualified would reasonably be expected to have a material adverse effect upon it. It (i) is registered as an “investment adviser adviser” under the Advisers Act and will continue to be so registered for so long as this Contract Agreement remains in effect; (ii) is not prohibited by the 1940 Act, Act or the Advisers Act or other law, regulation or order from performing the services contemplated by this ContractAgreement; provided, however, that the Adviser makes no representation or warranty with regard to the approval of this Agreement by the Board under Section 15 of the Act; (iii) has appointed a Chief Compliance Officer under Rule 206(4)-7 under the Advisers Act; (iv) has adopted written policies and procedures that are reasonably designed to prevent violations of the Advisers Act from occurring; (v) has materially met and will seek to continue to meet for so long as this Contract Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency as may be necessary to perform this Agreement. B. It is either registered as a commodity trading advisor or duly exempt from such registration with the U.S. Commodity Futures Trading Commission (“CFTC”), and it will maintain such registration or exemption continuously during the term of this Agreement or, alternatively, will become a commodity trading advisor duly registered with the CFTC and will be met a member in order to perform good standing with the services contemplated by this Contract; (iv) has the authority to enter into National Futures Association. C. It will maintain, keep current and perform the services contemplated by this Contract; and (v) will promptly notify the Trust preserve on behalf of the occurrence of any event that would disqualify Trust, records in the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of manner required or permitted by the 1940 Act or otherwise. The Adviser will also immediately notify and the Trust if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, or any threat thereof, before or by any court, public board or body, involving the affairs of the FundsRules thereunder. (b) The Adviser has adopted D. It shall maintain 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 Trust with a copy of such code of ethics, together with evidence of its adoption and a certification that the Adviser has adopted shall institute procedures reasonably necessary to prevent violations of such code of ethics. Within thirty Access Persons (30as defined in Rule 17j-1) days following the end of the last calendar quarter of each year that this Contract is in effect, a senior officer of the Adviser shall furnish to the Trust (a) a written report that describes any issues 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 (b) a written certification that the Adviser has adopted procedures reasonably necessary to prevent violations of the code of ethics. In addition, the Adviser shall (i) promptly report to the Board in writing any material amendments to from violating its code of ethics; (ii) immediately furnish to the Board all material information regarding any 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; and (iii) provide quarterly reports to the appropriate compliance officer on any material violations of the Adviser’s code of ethics during the period so indicated. The Adviser shall permit the Trust, the Board, and/or the Trust’s employees or agents to examine the reports required to be made to the Adviser by Rule 17j-1(c)(1) and all other records relevant to the Adviser’s code of ethics. (c) The Adviser has provided the Trust with a copy of its Form ADV, which as of the date of this Contract is its Form ADV as most recently filed with the SEC and promptly will furnish a copy of all amendments to the Trust 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 Investment Advisers Act of 1940. (d) The Adviser will notify the Trust of any change of control of the Adviser, including any change of its general partners, controlling persons or 25% shareholders, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of a Fund or senior management of the Adviser, in each case prior to such change if the Adviser is aware of such change but in any event not later than promptly after such change. The Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of such change. (e) The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage equal to not less than $5,000,000.

REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE ADVISER. The Adviser represents, warrants, warrants and agrees that: (a) The Adviser (i) It is registered as an “investment adviser adviser” under the Advisers Act. (b) The Adviser is registered with the Commodity Futures Trading Commission (“CFTC”) in all capacities, if any, in which the Adviser is required under the CEA and the CFTC’s regulations to be so registered and is registered with the National Futures Association if required to be a member thereof. (c) To the extent that the CEA and the then-current CFTC regulations require registration by the Adviser as a Commodity Pool Operator with respect to the Fund, the Adviser shall comply with such requirements. (d) It will maintain, keep current and preserve on behalf of the Fund all books and records (i) required pursuant to Rule 31a-1(b)(1), (2)(ii), (2)(iii), (3), (5) – (10), (12) under the 1940 Act and any records reasonably related thereto, or (ii) required in connection with such recordkeeping responsibilities as may be mutually agreed between the Fund and the Adviser from time to time. The Adviser agrees that such records are the property of the Fund, and shall be surrendered to the Fund promptly upon request. The Fund acknowledges that Adviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. (e) It shall maintain a written code of ethics (the “Code of Ethics”) complying with the requirements of Rule 204A-1 under the Advisers Act and will continue Rule 17j-l under the 1940 Act and shall provide the Fund with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Adviser acknowledges receipt of the written code of ethics adopted by and on behalf of the Fund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Adviser shall certify to the Fund that the Adviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), and if a violation of the code of ethics of the Fund or a violation of the Code of Ethics of the Adviser has occurred, that appropriate action was taken in response to such violation. Annually, the Adviser shall furnish to the Fund a written report which complies with the requirements of Rule 17j-1 concerning the Adviser’s Code of Ethics. Upon the Fund’s reasonable request, the Adviser shall permit the Fund to examine the reports required to be so registered for so long made by the Adviser under Rules 204A-1(b) and 17j-l(d) (1) and this subparagraph. (f) It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Adviser and its supervised persons, and, to the extent the activities of the Adviser in respect of the Fund could affect the Fund, by the Fund, of “federal securities laws” (as this Contract remains defined in effect; (ii) is not prohibited by Rule 38a-1 under the 1940 Act), and that the Advisers Act Adviser has provided the Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the Fund. The Adviser agrees to cooperate with periodic reviews by the Fund’s compliance personnel of the Adviser’s policies and procedures, their operation and implementation and other lawcompliance matters and to provide to the Fund from time to time such additional information and certifications in respect of the Adviser’s policies and procedures, regulation or order from performing compliance by the services contemplated by this Contract; (iii) has met Adviser with federal securities laws and will seek related matters as the Fund’s compliance personnel may reasonably request. The Adviser agrees to continue to meet for so long as this Contract 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 Contract; (iv) has the authority to enter into and perform the services contemplated by this Contract; and (v) will promptly notify the Trust Fund of any compliance violations which affect the Fund’s assets. (g) The Adviser will immediately notify the Fund of the occurrence of any event that which would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) 9 of the 1940 Act or otherwise. The Adviser will also immediately notify the Trust Fund if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, or any threat thereof, before or by any court, public board or body, involving the affairs of the FundsFund. (b) The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Trust with a copy of such code of ethics, together with evidence of its adoption and a certification that the Adviser has adopted procedures reasonably necessary to prevent violations of such code of ethics. Within thirty (30) days following the end of the last calendar quarter of each year that this Contract is in effect, a senior officer of the Adviser shall furnish to the Trust (a) a written report that describes any issues 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 (b) a written certification that the Adviser has adopted procedures reasonably necessary to prevent violations of the code of ethics. In addition, the Adviser shall (i) promptly report to the Board in writing any material amendments to its code of ethics; (ii) immediately furnish to the Board all material information regarding any 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; and (iii) provide quarterly reports to the appropriate compliance officer on any material violations of the Adviser’s code of ethics during the period so indicated. The Adviser shall permit the Trust, the Board, and/or the Trust’s employees or agents to examine the reports required to be made to the Adviser by Rule 17j-1(c)(1) and all other records relevant to the Adviser’s code of ethics. (c) The Adviser has provided the Trust with a copy of its Form ADV, which as of the date of this Contract is its Form ADV as most recently filed with the SEC and promptly will furnish a copy of all amendments to the Trust 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 Investment Advisers Act of 1940. (d) The Adviser will notify the Trust of any change of control of the Adviser, including any change of its general partners, controlling persons or 25% shareholders, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of a Fund or senior management of the Adviser, in each case prior to such change if the Adviser is aware of such change but in any event not later than promptly after such change. The Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of such change. (e) The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage equal to not less than $5,000,000.

REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE ADVISER. The Adviser represents, warrants, warrants and agrees that: (a) The Adviser (i) It is registered as an “investment adviser adviser” under the Advisers Act. (b) It will maintain, keep current and preserve on behalf of the Fund all books and records responsibilities which have been delegated to the Adviser, in the manner required or permitted by the 1940 Act and the rules thereunder. The Adviser agrees that such records are the property of the Fund, and shall be surrendered to the Fund promptly upon request. The Fund acknowledges that Adviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. (c) It shall maintain a written code of ethics (the “Code of Ethics”) complying with the requirements of Rule 204A-1 under the Advisers Act and will continue Rule 17j-l under the 1940 Act and shall provide the Fund with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to be so registered for so long prevent its Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Adviser acknowledges receipt of the written code of ethics adopted by and on behalf of the Fund. Each calendar quarter while this Contract remains Agreement is in effect; , a duly authorized compliance officer of the Adviser shall certify to the Fund that the Adviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), and that no persons covered under its Code of Ethics have divulged or acted upon any material, non-public information, as such term is defined under relevant securities laws, and if (ii1) is not prohibited and this subparagraph. (d) It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Adviser and its supervised persons, and, to the extent the activities of the Adviser in respect of the Fund could affect the Fund, by the Fund, of “federal securities laws” (as defined in Rule 38a-1 under the 1940 Act), and that the Advisers Act Adviser has provided the Fund with true and complete copies of such policies and procedures (or summaries thereof) and related information reasonably requested by the Fund. The Adviser agrees to cooperate with periodic reviews by the Fund’s compliance personnel of the Adviser’s policies and procedures, their operation and implementation and other lawcompliance matters and to provide to the Fund from time to time such additional information and certifications in respect of the Adviser’s policies and procedures, regulation or order from performing compliance by the services contemplated by this Contract; (iii) has met Adviser with federal securities laws and will seek related matters as the Fund’s compliance personnel may reasonably request. The Adviser agrees to continue to meet for so long as this Contract 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 Contract; (iv) has the authority to enter into and perform the services contemplated by this Contract; and (v) will promptly notify the Trust Fund of any compliance violations which affect the Fund’s assets. (e) The Adviser will immediately notify the Fund of the occurrence of any event that which would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) 9 of the 1940 Act or otherwise. The Adviser will also immediately notify the Trust Fund if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, or any threat thereof, before or by any court, public board or body, involving the affairs of the FundsFund. (b) The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Trust with a copy of such code of ethics, together with evidence of its adoption and a certification that the Adviser has adopted procedures reasonably necessary to prevent violations of such code of ethics. Within thirty (30) days following the end of the last calendar quarter of each year that this Contract is in effect, a senior officer of the Adviser shall furnish to the Trust (a) a written report that describes any issues 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 (b) a written certification that the Adviser has adopted procedures reasonably necessary to prevent violations of the code of ethics. In addition, the Adviser shall (i) promptly report to the Board in writing any material amendments to its code of ethics; (ii) immediately furnish to the Board all material information regarding any 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; and (iii) provide quarterly reports to the appropriate compliance officer on any material violations of the Adviser’s code of ethics during the period so indicated. The Adviser shall permit the Trust, the Board, and/or the Trust’s employees or agents to examine the reports required to be made to the Adviser by Rule 17j-1(c)(1) and all other records relevant to the Adviser’s code of ethics. (c) The Adviser has provided the Trust with a copy of its Form ADV, which as of the date of this Contract is its Form ADV as most recently filed with the SEC and promptly will furnish a copy of all amendments to the Trust 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 Investment Advisers Act of 1940. (d) The Adviser will notify the Trust of any change of control of the Adviser, including any change of its general partners, controlling persons or 25% shareholders, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of a Fund or senior management of the Adviser, in each case prior to such change if the Adviser is aware of such change but in any event not later than promptly after such change. The Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of such change. (e) The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage equal to not less than $5,000,000.

REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE ADVISER. The Adviser represents, warrants, and agrees that: (a) The Adviser (i) It is registered as an “investment adviser adviser” under the Advisers Act. (b) It will maintain, keep current and preserve on behalf of the Funds all books and records responsibilities delegated to the Adviser, in the manner required or permitted by the 1940 Act and the rules thereunder. The Adviser agrees that such records are the property of the Fund, and shall be surrendered to each Fund promptly upon request. The Funds acknowledge that Adviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. (c) It shall maintain a written code of ethics (the “Code of Ethics”) complying with the requirements of Rule 204A-1 under the Advisers Act and will continue Rule 17j-1 under the 1940 Act and shall provide the Funds with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Adviser acknowledges receipt of the written code of ethics adopted by and on behalf of each Fund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Adviser shall certify to the Funds that the Adviser has complied with the requirements of Rules 204A-1 and 17j-1 during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant securities laws, and if such a violation has occurred or the code of ethics of a Fund, or if such a violation of its Code of Ethics has occurred, that appropriate action was taken in response to such violation. Annually, the Adviser shall furnish to the Funds a written report which complies with the requirements of Rule 17j-1 concerning the Adviser’s Code of Ethics. The Adviser shall permit the Funds to examine the reports required to be so registered for so long made by the Adviser under Rules 204A-1(b) and 17j-1(d)(1) and this subparagraph. (d) It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Adviser and its supervised persons, and, to the extent the activities of the Adviser in respect of one or more Funds could affect a Fund, by such Fund, of “federal securities laws” (as this Contract remains defined in effect; (ii) is not prohibited by Rule 38a-1 under the 1940 Act), and that the Advisers Act Adviser has provided a Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by such Fund. The Adviser agrees to cooperate with periodic reviews by the Funds’ compliance personnel of the Adviser’s policies and procedures, their operation and implementation and other lawcompliance matters and to provide to the Funds from time to time such additional information and certifications in respect of the Adviser’s policies and procedures, regulation or order from performing compliance by the services contemplated by this Contract; (iii) has met Adviser with federal securities laws and will seek related matters as the Funds’ compliance personnel may reasonably request. The Adviser agrees to continue to meet for so long as this Contract remains in effect, any other applicable federal or state requirements, or the applicable requirements promptly notify each Fund of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Contract; compliance violations which affect such Fund’s assets. (ive) has the authority to enter into and perform the services contemplated by this Contract; and (v) The Adviser will promptly immediately notify the Trust Funds of the occurrence of any event that which would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) 9 of the 1940 Act or otherwise. The Adviser will also immediately notify the Trust Funds if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, or any threat thereof, before or by any court, public board or body, involving the affairs of the Fundsa Fund. (b) The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Trust with a copy of such code of ethics, together with evidence of its adoption and a certification that the Adviser has adopted procedures reasonably necessary to prevent violations of such code of ethics. Within thirty (30) days following the end of the last calendar quarter of each year that this Contract is in effect, a senior officer of the Adviser shall furnish to the Trust (a) a written report that describes any issues 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 (b) a written certification that the Adviser has adopted procedures reasonably necessary to prevent violations of the code of ethics. In addition, the Adviser shall (i) promptly report to the Board in writing any material amendments to its code of ethics; (ii) immediately furnish to the Board all material information regarding any 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; and (iii) provide quarterly reports to the appropriate compliance officer on any material violations of the Adviser’s code of ethics during the period so indicated. The Adviser shall permit the Trust, the Board, and/or the Trust’s employees or agents to examine the reports required to be made to the Adviser by Rule 17j-1(c)(1) and all other records relevant to the Adviser’s code of ethics. (c) The Adviser has provided the Trust with a copy of its Form ADV, which as of the date of this Contract is its Form ADV as most recently filed with the SEC and promptly will furnish a copy of all amendments to the Trust 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 Investment Advisers Act of 1940. (d) The Adviser will notify the Trust of any change of control of the Adviser, including any change of its general partners, controlling persons or 25% shareholders, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of a Fund or senior management of the Adviser, in each case prior to such change if the Adviser is aware of such change but in any event not later than promptly after such change. The Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of such change. (e) The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage equal to not less than $5,000,000.

REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE ADVISER. The Adviser represents, warrants, warrants and agrees that: (a) The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Contract Agreement remains in effect; (ii) is not prohibited by the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this ContractAgreement; (iii) has met and will seek to continue to meet for so long as this Contract 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 ContractAgreement; (iv) has the authority to enter into and perform the services contemplated by this ContractAgreement; and (v) will promptly notify the Trust of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Adviser will also immediately notify the Trust if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, equity or any threat thereof, before or by any court, public board or body, involving the affairs of the Fundsa Fund. (b) The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Trust with a copy of such code of ethics, together with evidence of its adoption and a certification that the Adviser has adopted procedures reasonably necessary to prevent violations of such code of ethics. Within thirty (30) days following the end of the last calendar quarter of With respect to each year that this Contract Agreement is in effect, a senior officer of the Adviser shall furnish to the Trust (a) a written report that describes any issues 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 (b) a written certification that the Adviser has adopted procedures reasonably necessary to prevent violations of the code of ethics. In addition, the Adviser shall (i) promptly report to the Board in writing any material amendments to its code of ethics; (ii) immediately furnish to the Board all material information regarding any 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; and (iii) provide quarterly reports to the appropriate compliance officer on any material violations of the Adviser’s code of ethics during the period so indicated. The Adviser shall permit the Trust, the Board, Board and/or the Trust’s employees or agents to examine the reports required to be made to the Adviser by Rule 17j-1(c)(1) and all other records relevant to the Adviser’s code of ethics. (c) The Adviser has provided the Trust with a copy of its Form ADV, which as of the date of this Contract Agreement is its Form ADV as most recently filed with the SEC and promptly will furnish a copy of all amendments to the Trust 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 Investment Advisers Act of 1940Act. (d) The Adviser will notify the Trust of any change of control of the Adviser, including any change of its general partners, controlling persons or 25% shareholders, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of a Fund or senior management of the Adviser, in each case prior to such change if the Adviser is aware of such change but in any event not later than promptly after such change. The Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of such change. (e) The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage equal to not less than $5,000,000.

REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE ADVISER. The Adviser represents, warrants, warrants and agrees that: (a) The Adviser (i) It is registered as an “investment adviser adviser” under the Advisers Act. (b) The Adviser is registered with the Commodity Futures Trading Commission (“CFTC”) in all capacities, if any, in which the Adviser is required under the CEA and the CFTC’s regulations to be so registered and is registered with the National Futures Association if required to be a member thereof. (c) To the extent that the CEA and the then-current CFTC regulations require registration by the Adviser as a Commodity Pool Operator with respect to the Fund, the Adviser shall comply with such requirements. (d) It will maintain, keep current and preserve on behalf of the Fund all books and records (i) required pursuant to Rule 31a-1(b)(1), (2)(ii), (2)(iii), (3), (5) – (10), (12) under the 1940 Act and any records reasonably related thereto, or (ii) required in connection with such recordkeeping responsibilities as may be mutually agreed between the Fund and the Adviser from time to time. The Adviser agrees that such records are the property of the Fund, and shall be surrendered to the Fund promptly upon request. The Fund acknowledges that Adviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. (e) It shall maintain a written code of ethics (the “Code of Ethics”) complying with the requirements of Rule 204A-1 under the Advisers Act and will continue Rule 17j-l under the 1940 Act and shall provide the Fund with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Adviser acknowledges receipt of the written code of ethics adopted by and on behalf of the Fund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Adviser shall certify to the Fund that the Adviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), and if a violation of the code of ethics of the Fund or a violation of the Code of Ethics of the Adviser has occurred, that appropriate action was taken in response to such violation. Annually, the Adviser shall furnish to the Fund a written report which complies with the requirements of Rule 17j-1 concerning the Adviser’s Code of Ethics. Upon the Fund’s reasonable request, the Adviser shall permit the Fund to examine the reports required to be so registered for so long made by the Adviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph. (f) It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Adviser and its supervised persons, and, to the extent the activities of the Adviser in respect of the Fund could affect the Fund, by the Fund, of “federal securities laws” (as this Contract remains defined in effect; (ii) is not prohibited by Rule 38a-1 under the 1940 Act), and that the Advisers Act Adviser has provided the Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the Fund. The Adviser agrees to cooperate with periodic reviews by the Fund’s compliance personnel of the Adviser’s policies and procedures, their operation and implementation and other lawcompliance matters and to provide to the Fund from time to time such additional information and certifications in respect of the Adviser’s policies and procedures, regulation or order from performing compliance by the services contemplated by this Contract; (iii) has met Adviser with federal securities laws and will seek related matters as the Fund’s compliance personnel may reasonably request. The Adviser agrees to continue to meet for so long as this Contract 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 Contract; (iv) has the authority to enter into and perform the services contemplated by this Contract; and (v) will promptly notify the Trust Fund of any compliance violations which affect the Fund’s assets. (g) The Adviser will immediately notify the Fund of the occurrence of any event that which would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) 9 of the 1940 Act or otherwise. The Adviser will also immediately notify the Trust Fund if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, or any threat thereof, before or by any court, public board or body, involving the affairs of the FundsFund. (b) The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Trust with a copy of such code of ethics, together with evidence of its adoption and a certification that the Adviser has adopted procedures reasonably necessary to prevent violations of such code of ethics. Within thirty (30) days following the end of the last calendar quarter of each year that this Contract is in effect, a senior officer of the Adviser shall furnish to the Trust (a) a written report that describes any issues 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 (b) a written certification that the Adviser has adopted procedures reasonably necessary to prevent violations of the code of ethics. In addition, the Adviser shall (i) promptly report to the Board in writing any material amendments to its code of ethics; (ii) immediately furnish to the Board all material information regarding any 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; and (iii) provide quarterly reports to the appropriate compliance officer on any material violations of the Adviser’s code of ethics during the period so indicated. The Adviser shall permit the Trust, the Board, and/or the Trust’s employees or agents to examine the reports required to be made to the Adviser by Rule 17j-1(c)(1) and all other records relevant to the Adviser’s code of ethics. (c) The Adviser has provided the Trust with a copy of its Form ADV, which as of the date of this Contract is its Form ADV as most recently filed with the SEC and promptly will furnish a copy of all amendments to the Trust 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 Investment Advisers Act of 1940. (d) The Adviser will notify the Trust of any change of control of the Adviser, including any change of its general partners, controlling persons or 25% shareholders, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of a Fund or senior management of the Adviser, in each case prior to such change if the Adviser is aware of such change but in any event not later than promptly after such change. The Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of such change. (e) The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage equal to not less than $5,000,000.

REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE ADVISER. The Adviser represents, warrants, warrants and agrees that: (a) The Adviser (i) It is registered as an “investment adviser adviser” under the Advisers Act. (b) It will maintain, keep current and preserve on behalf of the Funds all books and records responsibilities delegated to the Adviser, in the manner required or permitted by the 1940 Act and the rules thereunder. The Adviser agrees that such records are the property of the Funds, and shall be surrendered to the Funds promptly upon request. The Funds acknowledge that Adviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. (c) It shall maintain a written code of ethics (the “Code of Ethics”) complying with the requirements of Rule 204A-I under the Advisers Act and will continue Rule 17j-1 under the 1940 Act and shall provide the Funds with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Adviser acknowledges receipt of the written code of ethics adopted by and on behalf of the Funds. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Adviser shall certify to the Funds that the Adviser has complied with the requirements of Rules 204A-1 and 17j-1 during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant securities laws, and if such a violation has occurred or the code of ethics of the Funds, or if such a violation of its Code of Ethics has occurred, that appropriate action was taken in response to such violation. Annually, the Adviser shall furnish to the Funds a written report which complies with the requirements of Rule 17j-1 concerning the Adviser's Code of Ethics. The Adviser shall permit the Funds to examine the reports required to be so registered for so long made by the Adviser under Rules 204A-1(b) and 17j-1(d)(1) and this subparagraph. (d) It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Adviser and its supervised persons, and, to the extent the activities of the Adviser in respect of the Funds could affect the Funds, by the Funds, of “federal securities laws” (as this Contract remains defined in effect; (ii) is not prohibited by Rule 38a-1 under the 1940 Act), and that the Advisers Act Adviser has provided the Funds with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the Funds. The Adviser agrees to cooperate with periodic reviews by the Funds' compliance personnel of the Adviser's policies and procedures, their operation and implementation and other lawcompliance matters and to provide to the Funds from time to time such additional information and certifications in respect of the Adviser's policies and procedures, regulation or order from performing compliance by the services contemplated by this Contract; (iii) has met Adviser with federal securities laws and will seek related matters as the Funds' compliance personnel may reasonably request. The Adviser agrees to continue to meet for so long as this Contract 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 Contract; (iv) has the authority to enter into and perform the services contemplated by this Contract; and (v) will promptly notify the Trust Funds of any compliance violations which affect the Funds' assets. (e) The Adviser will immediately notify the Funds of the occurrence of any event that which would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) 9 of the 1940 Act or otherwise. The Adviser will also immediately notify the Trust Funds if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, or any threat thereof, before or by any court, public board or body, involving the affairs of the Funds. (b) The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Trust with a copy of such code of ethics, together with evidence of its adoption and a certification that the Adviser has adopted procedures reasonably necessary to prevent violations of such code of ethics. Within thirty (30) days following the end of the last calendar quarter of each year that this Contract is in effect, a senior officer of the Adviser shall furnish to the Trust (a) a written report that describes any issues 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 (b) a written certification that the Adviser has adopted procedures reasonably necessary to prevent violations of the code of ethics. In addition, the Adviser shall (i) promptly report to the Board in writing any material amendments to its code of ethics; (ii) immediately furnish to the Board all material information regarding any 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; and (iii) provide quarterly reports to the appropriate compliance officer on any material violations of the Adviser’s code of ethics during the period so indicated. The Adviser shall permit the Trust, the Board, and/or the Trust’s employees or agents to examine the reports required to be made to the Adviser by Rule 17j-1(c)(1) and all other records relevant to the Adviser’s code of ethics. (c) The Adviser has provided the Trust with a copy of its Form ADV, which as of the date of this Contract is its Form ADV as most recently filed with the SEC and promptly will furnish a copy of all amendments to the Trust 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 Investment Advisers Act of 1940. (d) The Adviser will notify the Trust of any change of control of the Adviser, including any change of its general partners, controlling persons or 25% shareholders, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of a Fund or senior management of the Adviser, in each case prior to such change if the Adviser is aware of such change but in any event not later than promptly after such change. The Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of such change. (e) The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage equal to not less than $5,000,000.

REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE ADVISER. The Adviser represents, warrants, warrants and agrees to the Trust that: (a) The Adviser (i) It is registered as an “investment adviser adviser” under the Advisers Act. (b) It will maintain, keep current and preserve on behalf of the Funds all books and records (i) required pursuant to Rule 31a-1(b)(1), (2)(ii), (2)(iii), (3), (5) – (10), (12) and any records reasonably related thereto, or (ii) required in connection with such recordkeeping responsibilities as may be delegated by the Trust to the Adviser from time to time. The Adviser agrees that such records are the property of the Funds, and shall be surrendered to the Trust promptly upon request. The Trust acknowledges that Adviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. (c) It shall maintain a written code of ethics (the “Code of Ethics”) complying with the requirements of Rule 204A-1 under the Advisers Act and will continue Rule 17j-l under the 1940 Act and shall provide the Trust with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Adviser acknowledges receipt of the written code of ethics adopted by and on behalf of the Trust. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Adviser shall certify to the Trust that the Adviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), and that no persons covered under its Code of Ethics have divulged or acted upon any material, non-public information, as such term is defined under relevant securities laws, and if a violation of the code of ethics of the Trust or a violation of the code of ethics of the Adviser has occurred , that appropriate action was taken in response to such violation. Annually, the Adviser shall furnish to the Trust a written report which complies with the requirements of Rule 17j-1 concerning the Adviser’s Code of Ethics. The Adviser shall permit the Trust to examine the reports required to be so registered for so long made by the Adviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph. (d) It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Adviser and its supervised persons, and, to the extent the activities of the Adviser with respect to the Funds could affect the Funds, by the Fund, of “federal securities laws” (as this Contract remains defined in effect; (ii) is not prohibited by Rule 38a-1 under the 1940 Act), and that the Advisers Act Adviser has provided the Trust with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the Trust. The Adviser agrees to cooperate with periodic reviews by the Trust’s compliance personnel of the Adviser’s policies and procedures, their operation and implementation and other lawcompliance matters and to provide to the Trust from time to time such additional information and certifications in respect of the Adviser’s policies and procedures, regulation or order from performing compliance by the services contemplated by this Contract; (iii) has met Adviser with federal securities laws and will seek related matters as the Trust’s compliance personnel may reasonably request. The Adviser agrees to continue to meet for so long as this Contract remains in effect, any other applicable federal or state requirements, or promptly notify the applicable requirements Trust of any regulatory or industry self-regulatory agency necessary to be met in order to perform compliance violations which affect the services contemplated by this Contract; Funds’ assets. (ive) has the authority to enter into and perform the services contemplated by this Contract; and (v) The Adviser will promptly immediately notify the Trust of the occurrence of any event that which would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) 9 of the 1940 Act or otherwise. The Adviser will also immediately notify the Trust if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, or any threat thereof, before or by any court, public board or body, involving the affairs of the Funds. (b) The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Trust with a copy of such code of ethics, together with evidence of its adoption and a certification that the Adviser has adopted procedures reasonably necessary to prevent violations of such code of ethics. Within thirty (30) days following the end of the last calendar quarter of each year that this Contract is in effect, a senior officer of the Adviser shall furnish to the Trust (a) a written report that describes any issues 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 (b) a written certification that the Adviser has adopted procedures reasonably necessary to prevent violations of the code of ethics. In addition, the Adviser shall (i) promptly report to the Board in writing any material amendments to its code of ethics; (ii) immediately furnish to the Board all material information regarding any 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; and (iii) provide quarterly reports to the appropriate compliance officer on any material violations of the Adviser’s code of ethics during the period so indicated. The Adviser shall permit the Trust, the Board, and/or the Trust’s employees or agents to examine the reports required to be made to the Adviser by Rule 17j-1(c)(1) and all other records relevant to the Adviser’s code of ethics. (c) The Adviser has provided the Trust with a copy of its Form ADV, which as of the date of this Contract is its Form ADV as most recently filed with the SEC and promptly will furnish a copy of all amendments to the Trust 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 Investment Advisers Act of 1940. (d) The Adviser will notify the Trust of any change of control of the Adviser, including any change of its general partners, controlling persons or 25% shareholders, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of a Fund or senior management of the Adviser, in each case prior to such change if the Adviser is aware of such change but in any event not later than promptly after such change. The Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of such change. (e) The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage equal to not less than $5,000,000.

REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE ADVISER. The Adviser represents, warrants, represents warrants and agrees that: (a) A. The Adviser (i) is registered as an investment adviser under the Investment Advisers Act of 1940. B. The Adviser will maintain, keep current and preserve on behalf of the Trust, in the manner and for the time periods required or permitted by the Act, the records identified in Schedule A. The Adviser agrees that such records (unless otherwise indicated on Schedule A) are the property of the Trust, and will be surrendered to the Trust promptly upon request. C. The Adviser will complete such reports concerning purchases or sales of securities on behalf of the Fund as the Trust may from time to time require ensuring compliance with the Act, the Internal Revenue Code of 1986 and applicable state securities laws. D. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Act and will continue to be so registered for so long as provide the Trust with a copy of the code of ethics and evidence of its adoption. Within forty-five (45) days of the end of the last calendar .quarter of each year while this Contract remains in effect; (ii) Agreement is not prohibited by the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Contract; (iii) has met and will seek to continue to meet for so long as this Contract remains in effect, any other applicable federal or state requirements, or an executive officer of the applicable Adviser shall certify to the Trust that the Adviser has complied with the requirements of any regulatory Rule 17j-1 during the previous year and that there has been no violation of the Adviser's code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Trust, the Adviser shall permit the Trust, its employees or industry self-regulatory agency necessary its agents to examine the reports required to be met made to the Adviser by Rule 17j-1(c)(1). E. The Adviser will, promptly after filing with the Securities and Exchange Commission an amendment to its Form ADV, furnish a copy of such amendment to the Trust. F. Upon request of the Trust, the Adviser will provide assistance to the Custodian in order the collection of income due or payable to perform the services contemplated by this Contract; (iv) has the authority to enter into and perform the services contemplated by this Contract; and (v) Fund. G. The Adviser will promptly immediately notify the Trust of the occurrence of any event that which would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Adviser will also immediately notify the Trust if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, or any threat thereof, before or by any court, public board or body, involving the affairs of the Funds. (b) The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Trust with a copy of such code of ethics, together with evidence of its adoption and a certification that the Adviser has adopted procedures reasonably necessary to prevent violations of such code of ethics. Within thirty (30) days following the end of the last calendar quarter of each year that this Contract is in effect, a senior officer of the Adviser shall furnish to the Trust (a) a written report that describes any issues 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 (b) a written certification that the Adviser has adopted procedures reasonably necessary to prevent violations of the code of ethics. In addition, the Adviser shall (i) promptly report to the Board in writing any material amendments to its code of ethics; (ii) immediately furnish to the Board all material information regarding any 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; and (iii) provide quarterly reports to the appropriate compliance officer on any material violations of the Adviser’s code of ethics during the period so indicated. The Adviser shall permit the Trust, the Board, and/or the Trust’s employees or agents to examine the reports required to be made to the Adviser by Rule 17j-1(c)(1) and all other records relevant to the Adviser’s code of ethics. (c) The Adviser has provided the Trust with a copy of its Form ADV, which as of the date of this Contract is its Form ADV as most recently filed with the SEC and promptly will furnish a copy of all amendments to the Trust 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 Investment Advisers Act of 1940. (d) The Adviser will notify the Trust of any change of control of the Adviser, including any change of its general partners, controlling persons or 25% shareholders, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of a Fund or senior management of the Adviser, in each case prior to such change if the Adviser is aware of such change but in any event not later than promptly after such change. The Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of such change. (e) The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage equal to not less than $5,000,000.