Common use of Representations Warranties and Agreements Clause in Contracts

Representations Warranties and Agreements. A. The Sub-Adviser represents, warrants and agrees that: 1. It is registered with the SEC as an “investment adviser” under the Investment Advisers Act of 1940, as amended (“Advisers Act”). 2. It will maintain, keep current and preserve such records on behalf of the Trust, in the manner required or permitted by the Act and the Rules thereunder as are required of an investment adviser of a registered investment company (to the extent applicable), which shall include, without limitation, those records set forth on Schedule C. The Sub-Adviser agrees that such records are the property of the Trust, and will be surrendered to the Trust or to the Adviser as agent of the Trust promptly upon request of either. The Trust acknowledges that Sub-Adviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. 3. It will maintain a written code of ethics (the “Code of Ethics”) complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and will provide the Trust and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It will institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Sub-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 Sub-Adviser will certify to the Trust and to the Adviser that the Sub-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, that appropriate action was taken in response to such violation. Annually, the Sub-Adviser will furnish to the Trust and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Sub-Adviser’s Code of Ethics. The Sub-Adviser will permit the Trust and the Adviser to examine the reports required to be made by the Sub-Adviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph. 4. It has adopted and implemented, and throughout the term of this Agreement will maintain in effect and implement, written policies and procedures reasonably designed to prevent violation, by it and its supervised persons, of the Advisers Act and the rules that the SEC has adopted under the Advisers Act. Throughout the term of this Agreement, the Sub-Adviser will provide the Adviser with any certifications, information and access to personnel and resources (including those resources that will permit testing of Sub-Adviser’s compliance policies by the Adviser) that the Adviser may reasonably request to enable the Trust to comply with Rule 38a-1 under the Act. The Sub-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 and/or the Adviser. The Sub-Adviser agrees to cooperate with periodic reviews by the Trust’s and/or the Adviser’s compliance personnel of the Sub-Adviser’s policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust and/or the Adviser from time to time such additional information and certifications in respect of the Sub-Adviser’s policies and procedures, compliance by the Sub-Adviser with federal securities laws and related matters as the Trust’s and/or the Adviser’s compliance personnel may reasonably request. The Sub-Adviser agrees to promptly notify the Adviser of any compliance violations which affect the Fund. 5. The Sub-Adviser will immediately notify the Trust and the Adviser of the occurrence of any event which would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 of the Act or otherwise. The Sub-Adviser will also immediately notify the Trust and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Fund. B. The Trust represents, warrants and agrees that: 1. The Trust is a statutory trust established pursuant to the laws of State of Delaware; 2. The Trust is duly registered with the SEC as an investment company under the 1940 Act; 3. The execution, delivery and performance of this Agreement are within the Trust’s powers, have been and remain duly authorized by all necessary action (including without limitation all necessary approvals and other actions required under the 0000 Xxx) and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on the Trust; 4. No consent of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and 5. This Agreement constitutes a legal, valid and binding obligation enforceable against the Trust in accordance with its terms. C. The Adviser represents, warrants and agrees that: 1. The Adviser is a limited liability company duly established and validly existing under the laws of the State of Delaware and is duly qualified to do business and is in good standing under the laws of each jurisdiction where the failure to so qualify would have a material adverse effect on its business; 2. The Adviser is duly registered with the SEC as an “investment adviser” under the Advisers Act; 3. The Adviser has been duly appointed by the Trustees and shareholders of the Trust to provide investment services to the Trust as contemplated by the advisory contract; 4. The execution, delivery and performance of this Agreement are within Adviser’s powers, have been and remain duly authorized by all necessary corporate action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on Adviser; 5. No consent of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and 6. This Agreement constitutes a legal, valid and binding obligation enforceable against Adviser.

Representations Warranties and Agreements. A. The Sub-Adviser Subadviser represents, warrants and agrees that: 1. It is registered with the SEC as an “investment adviser” under the Investment Advisers Act of 1940, as amended (“Advisers Act”). 2. It will maintain, keep current and preserve such records on behalf of the TrustFund, in the manner required or permitted by the Act and the Rules thereunder as are required of an investment adviser of a registered investment company (to the extent applicable), which shall include, without limitation, those records set forth on Schedule C. . The Sub-Adviser Subadviser agrees that such records are the property of the TrustFund, and will shall be surrendered to the Trust Fund or to the Adviser as agent of the Trust Fund promptly upon request of either. The Trust Fund acknowledges that Sub-Adviser Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. 3. It will shall maintain a written code of ethics (the “Code of Ethics”) complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and will shall provide the Trust Fund and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It will shall institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Sub-Adviser Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the TrustFund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Sub-Adviser will Subadviser shall certify to the Trust Fund and to the Adviser that the Sub-Adviser Subadviser 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 Sub-Adviser will Subadviser shall furnish to the Trust Fund and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Sub-AdviserSubadviser’s Code of Ethics. The Sub-Adviser will Subadviser shall permit the Trust Fund and the Adviser to examine the reports required to be made by the Sub-Adviser Subadviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph. 4. It has adopted and implemented, and throughout the term of this Agreement will shall maintain in effect and implement, written policies and procedures reasonably designed to prevent violation, by it and its supervised persons, of the Advisers Act and the rules that the SEC has adopted under the Advisers Act. Throughout the term of this Agreement, the Sub-Adviser will Subadviser shall provide the Adviser with any certifications, information and access to personnel and resources (including those resources that will permit testing of Sub-AdviserSubadviser’s compliance policies by the Adviser) that the Adviser may reasonably request to enable the Trust Fund to comply with Rule 38a-1 under the Act. The Sub-Adviser Subadviser has provided the Trust Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the Trust Fund and/or the Adviser. The Sub-Adviser Subadviser agrees to cooperate with periodic reviews by the TrustFund’s and/or the Adviser’s compliance personnel of the Sub-AdviserSubadviser’s policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust Fund and/or the Adviser from time to time such additional information and certifications in respect of the Sub-AdviserSubadviser’s policies and procedures, compliance by the Sub-Adviser Subadviser with federal securities laws and related matters as the TrustFund’s and/or the Adviser’s compliance personnel may reasonably request. The Sub-Adviser Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the FundDesignated Series. 5. The Sub-Adviser Subadviser will immediately notify the Trust Fund and the Adviser of the occurrence of any event which would disqualify the Sub-Adviser Subadviser from serving as an investment adviser of an investment company pursuant to Section 9 of the Act or otherwise. The Sub-Adviser Subadviser will also immediately notify the Trust Fund and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the FundDesignated Series. B. The Trust Fund represents, warrants and agrees that: 1. The Trust the Fund is a statutory trust established pursuant to the laws of State of Delaware; 2. The Trust the Fund is duly registered with the SEC as an investment company under the 1940 Act; 3. The the execution, delivery and performance of this Agreement are within the TrustFund’s powers, have been and remain duly authorized by all necessary action (including without limitation all necessary approvals and other actions required under the 0000 1000 Xxx) and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on the TrustFund; 4. No no consent of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and 5. This this Agreement constitutes a legal, valid and binding obligation enforceable against the Trust Fund in accordance with its terms. C. The Adviser represents, warrants and agrees that: 1. The Adviser is a limited liability company corporation duly established and established, validly existing and in good standing under the laws of the State Commonwealth of Delaware Massachusetts and is duly qualified to do business and is in good standing under the laws of each jurisdiction where the failure to so qualify would have a material adverse effect on its business; 2. The Adviser is duly registered with the SEC as an “investment adviser” under the Advisers Act; 3. The Adviser has been duly appointed by the Trustees and shareholders of the Trust Fund to provide investment services to the Trust Fund as contemplated by the advisory contract; 4. The the execution, delivery and performance of this Agreement are within Adviser’s powers, have been and remain duly authorized by all necessary corporate action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on Adviser; 5. No no consent of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and 6. This this Agreement constitutes a legal, valid and binding obligation enforceable against Adviser.

Representations Warranties and Agreements. A. The Sub-Adviser represents, warrants and agrees that: 1. It is registered with the SEC as an “investment adviser” under the Investment Advisers Act of 1940, as amended (“Advisers Act”). 2. It will maintain, keep current and preserve such records on behalf of the Trust, in the manner required or permitted by the Act and the Rules thereunder as are required of an investment adviser of a registered investment company (to the extent applicable), which shall include, without limitation, those records set forth on Schedule C. The Sub-Adviser agrees that such records are the property of the Trust, and will be surrendered to the Trust or to the Adviser as agent of the Trust promptly upon request of either. The Trust acknowledges that Sub-Adviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. 3. It will maintain a written code of ethics (the “Code of Ethics”) complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and will provide the Trust and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It will institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Sub-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 Sub-Adviser will certify to the Trust and to the Adviser that the Sub-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, that appropriate action was taken in response to such violation. Annually, the Sub-Adviser will furnish to the Trust and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Sub-Adviser’s Code of Ethics. The Sub-Adviser will permit the Trust and the Adviser to examine the reports required to be made by the Sub-Adviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph. 4. It has adopted and implemented, and throughout the term of this Agreement will maintain in effect and implement, written policies and procedures reasonably designed to prevent violation, by it and its supervised persons, of the Advisers Act and the rules that the SEC has adopted under the Advisers Act. Throughout the term of this Agreement, the Sub-Sub- Adviser will provide the Adviser with any certifications, information and access to personnel and resources (including those resources that will permit testing of Sub-Sub- Adviser’s compliance policies by the Adviser) that the Adviser may reasonably request to enable the Trust to comply with Rule 38a-1 under the Act. The Sub-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 and/or the Adviser. The Sub-Adviser agrees to cooperate with periodic reviews by the Trust’s and/or the Adviser’s compliance personnel of the Sub-Adviser’s policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust and/or the Adviser from time to time such additional information and certifications in respect of the Sub-Adviser’s policies and procedures, compliance by the Sub-Adviser with federal securities laws and related matters as the Trust’s and/or the Adviser’s compliance personnel may reasonably request. The Sub-Adviser agrees to promptly notify the Adviser of any compliance violations which affect the Fund. 5. The Sub-Adviser will immediately notify the Trust and the Adviser of the occurrence of any event which would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 of the Act or otherwise. The Sub-Sub- Adviser will also immediately notify the Trust and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Fund. B. The Trust represents, warrants and agrees that: 1. The Trust is a statutory trust established pursuant to the laws of State of Delaware; 2. The Trust is duly registered with the SEC as an investment company under the 1940 Act; 3. The execution, delivery and performance of this Agreement are within the Trust’s powers, have been and remain duly authorized by all necessary action (including without limitation all necessary approvals and other actions required under the 0000 1000 Xxx) and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on the Trust; 4. No consent of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and 5. This Agreement constitutes a legal, valid and binding obligation enforceable against the Trust in accordance with its terms. C. The Adviser represents, warrants and agrees that: 1. The Adviser is a limited liability company duly established and validly existing under the laws of the State of Delaware and is duly qualified to do business and is in good standing under the laws of each jurisdiction where the failure to so qualify would have a material adverse effect on its business; 2. The Adviser is duly registered with the SEC as an “investment adviser” under the Advisers Act; 3. The Adviser has been duly appointed by the Trustees and shareholders of the Trust to provide investment services to the Trust as contemplated by the advisory contract; 4. The execution, delivery and performance of this Agreement are within Adviser’s powers, have been and remain duly authorized by all necessary corporate action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on Adviser; 5. No consent of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and 6. This Agreement constitutes a legal, valid and binding obligation enforceable against Adviser.

Representations Warranties and Agreements. A. The Sub-Adviser Subadviser represents, warrants and agrees that: 1. It is registered with the SEC as an “investment adviser” under the Investment Advisers Act of 1940, as amended (“Advisers Act”). 2. It will maintain, keep current and preserve such records on behalf of the TrustFund, in the manner required or permitted by the Act and the Rules thereunder as are required of an investment adviser of a registered investment company (to the extent applicable), which shall include, without limitation, those records set forth on Schedule C. . The Sub-Adviser Subadviser agrees that such records are the property of the TrustFund, and will shall be surrendered to the Trust Fund or to the Adviser as agent of the Trust Fund promptly upon request of either. The Trust Fund acknowledges that Sub-Adviser Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. 3. It will shall maintain a written code of ethics (the “Code of Ethics”) complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and will shall provide the Trust Fund and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It will shall institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Sub-Adviser Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the TrustFund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Sub-Adviser will Subadviser shall certify to the Trust Fund and to the Adviser that the Sub-Adviser Subadviser 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 Sub-Adviser will Subadviser shall furnish to the Trust Fund and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Sub-AdviserSubadviser’s Code of Ethics. The Sub-Adviser will Subadviser shall permit the Trust Fund and the Adviser to examine the reports required to be made by the Sub-Adviser Subadviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph. 4. It has adopted and implemented, and throughout the term of this Agreement will shall maintain in effect and implement, written policies and procedures reasonably designed to prevent violation, by it and its supervised persons, of the Advisers Act and the rules that the SEC has adopted under the Advisers Act. Throughout the term of this Agreement, the Sub-Adviser will Subadviser shall provide the Adviser with any certifications, information and access to personnel and resources (including those resources that will permit testing of Sub-AdviserSubadviser’s compliance policies by the Adviser) that the Adviser may reasonably request to enable the Trust Fund to comply with Rule 38a-1 under the Act. The Sub-Adviser Subadviser has provided the Trust Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the Trust Fund and/or the Adviser. The Sub-Adviser Subadviser agrees to cooperate with periodic reviews by the TrustFund’s and/or the Adviser’s compliance personnel of the Sub-AdviserSubadviser’s policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust Fund and/or the Adviser from time to time such additional information and certifications in respect of the Sub-AdviserSubadviser’s policies and procedures, compliance by the Sub-Adviser Subadviser with federal securities laws and related matters as the TrustFund’s and/or the Adviser’s compliance personnel may reasonably request. The Sub-Adviser Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the FundAllocated Portion of the Series. 5. The Sub-Adviser Subadviser will immediately notify the Trust Fund and the Adviser of the occurrence of any event which would disqualify the Sub-Adviser Subadviser from serving as an investment adviser of an investment company pursuant to Section 9 of the Act or otherwise. The Sub-Adviser Subadviser will also immediately notify the Trust Fund and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the FundAllocated Portion of the Series. B. The Trust Fund represents, warrants and agrees that: 1. The Trust the Fund is a statutory trust established pursuant to the laws of State of Delaware; 2. The Trust the Fund is duly registered with the SEC as an investment company under the 1940 Act; 3. The the execution, delivery and performance of this Agreement are within the TrustFund’s powers, have been and remain duly authorized by all necessary action (including without limitation all necessary approvals and other actions required under the 0000 1000 Xxx) and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on the TrustFund; 4. No no consent of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and 5. This this Agreement constitutes a legal, valid and binding obligation enforceable against the Trust Fund in accordance with its terms. C. The Adviser represents, warrants and agrees that: 1. The Adviser is a limited liability company corporation duly established and established, validly existing and in good standing under the laws of the State Commonwealth of Delaware Massachusetts and is duly qualified to do business and is in good standing under the laws of each jurisdiction where the failure to so qualify would have a material adverse effect on its business; 2. The Adviser is duly registered with the SEC as an “investment adviser” under the Advisers Act; 3. The Adviser has been duly appointed by the Trustees and shareholders of the Trust Fund to provide investment services to the Trust Fund as contemplated by the advisory contract; 4. The the execution, delivery and performance of this Agreement are within Adviser’s powers, have been and remain duly authorized by all necessary corporate action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on Adviser; 5. No no consent of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and 6. This this Agreement constitutes a legal, valid and binding obligation enforceable against Adviser.

Representations Warranties and Agreements. A. The Sub-Adviser represents, warrants and agrees that: 1. It is registered with the SEC as an “investment adviser” under the Investment Advisers Act of 1940, as amended (“Advisers Act”). 2. It will maintain, keep current and preserve such records on behalf of the Trust, in the manner required or permitted by the Act and the Rules thereunder as are required of an investment adviser of a registered investment company (to the extent applicable), which shall include, without limitation, those records set forth on Schedule C. The Sub-Adviser agrees that such records are the property of the Trust, and will be surrendered to the Trust or to the Adviser as agent of the Trust promptly upon request of either. The Trust acknowledges that Sub-Adviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. 3. It will maintain a written code of ethics (the “Code of Ethics”) complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and will provide the Trust and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It will institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Sub-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 Sub-Adviser will certify to the Trust and to the Adviser that the Sub-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, that appropriate action was taken in response to such violation. Annually, the Sub-Adviser will furnish to the Trust and the Adviser a written report which complies with the requirements of Rule Rule 17j-1 concerning the Sub-Adviser’s Code of Ethics. The Sub-Adviser will permit the Trust and the Adviser to examine the reports required to be made by the Sub-Adviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph. 4. It has adopted and implemented, and throughout the term of this Agreement will maintain in effect and implement, written policies and procedures reasonably designed to prevent violation, by it and its supervised persons, of the Advisers Act and the rules that the SEC has adopted under the Advisers Act. Throughout the term of this Agreement, the Sub-Adviser will provide the Adviser with any certifications, information and access to personnel and resources (including those resources that will permit testing of Sub-Adviser’s compliance policies by the Adviser) that the Adviser may reasonably request to enable the Trust to comply with Rule 38a-1 under the Act. The Sub-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 and/or the Adviser. The Sub-Adviser agrees to cooperate with periodic reviews by the Trust’s and/or the Adviser’s compliance personnel of the Sub-Adviser’s policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust and/or the Adviser from time to time such additional information and certifications in respect of the Sub-Adviser’s policies and procedures, compliance by the Sub-Adviser with federal securities laws and related matters as the Trust’s and/or the Adviser’s compliance personnel may reasonably request. The Sub-Adviser agrees to promptly notify the Adviser of any compliance violations which affect the Fund. 5. The Sub-Adviser will immediately notify the Trust and the Adviser of the occurrence of any event which would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 of the Act or otherwise. The Sub-Adviser will also immediately notify the Trust and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Fund. B. The Trust represents, warrants and agrees that: 1. The Trust is a statutory trust established pursuant to the laws of State of Delaware; 2. The Trust is duly registered with the SEC as an investment company under the 1940 Act; 3. The execution, delivery and performance of this Agreement are within the Trust’s powers, have been and remain duly authorized by all necessary action (including without limitation all necessary approvals and other actions required under the 0000 Xxx) and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on the Trust; 4. No consent of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and 5. This Agreement constitutes a legal, valid and binding obligation enforceable against the Trust in accordance with its terms. C. The Adviser represents, warrants and agrees that: 1. The Adviser is a limited liability company duly established and validly existing under the laws of the State of Delaware and is duly qualified to do business and is in good standing under the laws of each jurisdiction where the failure to so qualify would have a material adverse effect on its business; 2. The Adviser is duly registered with the SEC as an “investment adviser” under the Advisers Act; 3. The Adviser has been duly appointed by the Trustees and shareholders of the Trust to provide investment services to the Trust as contemplated by the advisory contract; 4. The execution, delivery and performance of this Agreement are within Adviser’s powers, have been and remain duly authorized by all necessary corporate action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on Adviser; 5. No consent of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and 6. This Agreement constitutes a legal, valid and binding obligation enforceable against Adviser.

Representations Warranties and Agreements. A. The Sub-Adviser represents, warrants and agrees that: 1. It is registered with the SEC as an “investment adviser” under the Investment Advisers Act of 1940, as amended (“Advisers Act”).; 2. It will maintain, keep current and preserve such records on behalf of the Trust, in the manner required or permitted by the Act and the Rules thereunder as are required of an investment adviser of a registered investment company (to the extent applicable), which shall include, without limitation, those records set forth on Schedule C. The Sub-Adviser agrees that such records are the property of the Trust, and will be surrendered to the Trust or to the Adviser as agent of the Trust promptly upon request of either. The Trust acknowledges that Sub-Adviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation.; 3. It will maintain a written code of ethics (the “Code of Ethics”) complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and will provide the Trust and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It will institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Sub-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 Sub-Adviser will certify to the Trust and to the Adviser that the Sub-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, that appropriate action was taken in response to such violation. Annually, the Sub-Adviser will furnish to the Trust and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Sub-Adviser’s Code of Ethics. The Sub-Adviser will permit the Trust and the Adviser to examine the reports required to be made by the Sub-Adviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph.; 4. It has adopted and implemented, and throughout the term of this Agreement will maintain in effect and implement, written policies and procedures reasonably designed to prevent violation, by it and its supervised persons, of the Advisers Act and the rules that the SEC has adopted under the Advisers Act. Throughout the term of this Agreement, the Sub-Sub- Adviser will provide the Adviser with any certifications, information and access to personnel and resources (including those resources that will permit testing of Sub-Sub- Adviser’s compliance policies by the Adviser) that the Adviser may reasonably request to enable the Trust to comply with Rule 38a-1 under the Act. The Sub-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 and/or the Adviser. The Sub-Adviser agrees to cooperate with periodic reviews by the Trust’s and/or the Adviser’s compliance personnel of the Sub-Adviser’s policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust and/or the Adviser from time to time such additional information and certifications in respect of the Sub-Adviser’s policies and procedures, compliance by the Sub-Adviser with federal securities laws and related matters as the Trust’s and/or the Adviser’s compliance personnel may reasonably request. The Sub-Adviser agrees to promptly notify the Adviser of any compliance violations which affect the Fund.; and 5. The Sub-Adviser will immediately notify the Trust and the Adviser of the occurrence of any event which would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 of the Act or otherwise. The Sub-Adviser will also immediately notify the Trust and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Fund. B. The Trust represents, warrants and agrees that: 1. The Trust is a statutory trust established pursuant to the laws of State of Delaware; 2. The Trust is duly registered with the SEC as an investment company under the 1940 Act; 3. The execution, delivery and performance of this Agreement are within the Trust’s powers, have been and remain duly authorized by all necessary action (including without limitation all necessary approvals and other actions required under the 0000 Xxx1940 Act) and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on the Trust; 4. No consent of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and 5. This Agreement constitutes a legal, valid and binding obligation enforceable against the Trust in accordance with its terms. C. The Adviser represents, warrants and agrees that: 1. The Adviser is a limited liability company duly established and validly existing under the laws of the State of Delaware and is duly qualified to do business and is in good standing under the laws of each jurisdiction where the failure to so qualify would have a material adverse effect on its business; 2. The Adviser is duly registered with the SEC as an “investment adviser” under the Advisers Act; 3. The Adviser has been duly appointed by the Trustees and shareholders of the Trust to provide investment services to the Trust as contemplated by the advisory contract; 4. The execution, delivery and performance of this Agreement are within Adviser’s powers, have been and remain duly authorized by all necessary corporate action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on Adviser; 5. No consent of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and 6. This Agreement constitutes a legal, valid and binding obligation enforceable against Adviser.

Representations Warranties and Agreements. A. The Sub-Adviser represents, warrants and agrees that: 1. It is registered with the SEC as an “investment adviser” under the Investment Advisers Act of 1940, as amended (“Advisers Act”). 2. It will maintain, keep current and preserve such records on behalf of the Trust, in the manner required or permitted by the Act and the Rules thereunder as are required of an investment adviser of a registered investment company (to the extent applicable), which shall include, without limitation, those records set forth on Schedule C. The Sub-Adviser agrees that such records are the property of the Trust, and will be surrendered to the Trust or to the Adviser as agent of the Trust promptly upon request of either. The Trust acknowledges that Sub-Adviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. 3. It will maintain a written code of ethics (the “Code of Ethics”) complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and will provide the Trust and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It will institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Sub-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 Sub-Adviser will certify to the Trust and to the Adviser that the Sub-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, that appropriate action was taken in response to such violation. Annually, the Sub-Adviser will furnish to the Trust and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Sub-Adviser’s Code of Ethics. The Sub-Adviser will permit the Trust and the Adviser to examine the reports required to be made by the Sub-Adviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph. 4. It has adopted and implemented, and throughout the term of this Agreement will maintain in effect and implement, written policies and procedures reasonably designed to prevent violation, by it and its supervised persons, of the Advisers Act and the rules that the SEC has adopted under the Advisers Act. Throughout the term of this Agreement, the Sub-Sub- Adviser will provide the Adviser with any certifications, information and access to personnel and resources (including those resources that will permit testing of Sub-Sub- Adviser’s compliance policies by the Adviser) that the Adviser may reasonably request to enable the Trust to comply with Rule 38a-1 under the Act. The Sub-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 and/or the Adviser. The Sub-Adviser agrees to cooperate with periodic reviews by the Trust’s and/or the Adviser’s compliance personnel of the Sub-Adviser’s policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust and/or the Adviser from time to time such additional information and certifications in respect of the Sub-Adviser’s policies and procedures, compliance by the Sub-Adviser with federal securities laws and related matters as the Trust’s and/or the Adviser’s compliance personnel may reasonably request. The Sub-Adviser agrees to promptly notify the Adviser of any compliance violations which affect the Fund. 5. The Sub-Adviser will immediately notify the Trust and the Adviser of the occurrence of any event which would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 of the Act or otherwise. The Sub-Sub- Adviser will also immediately notify the Trust and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Fund. B. The Trust represents, warrants and agrees that: 1. The Trust is a statutory trust established pursuant to the laws of State of Delaware; 2. The Trust is duly registered with the SEC as an investment company under the 1940 Act; 3. The execution, delivery and performance of this Agreement are within the Trust’s powers, have been and remain duly authorized by all necessary action (including without limitation all necessary approvals and other actions required under the 0000 Xxx1940 Act) and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on the Trust; 4. No consent of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and 5. This Agreement constitutes a legal, valid and binding obligation enforceable against the Trust in accordance with its terms. C. The Adviser represents, warrants and agrees that: 1. The Adviser is a limited liability company duly established and validly existing under the laws of the State of Delaware and is duly qualified to do business and is in good standing under the laws of each jurisdiction where the failure to so qualify would have a material adverse effect on its business; 2. The Adviser is duly registered with the SEC as an “investment adviser” under the Advisers Act; 3. The Adviser has been duly appointed by the Trustees and shareholders of the Trust to provide investment services to the Trust as contemplated by the advisory contract; 4. The execution, delivery and performance of this Agreement are within Adviser’s powers, have been and remain duly authorized by all necessary corporate action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on Adviser; 5. No consent of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and 6. This Agreement constitutes a legal, valid and binding obligation enforceable against Adviser.

Representations Warranties and Agreements. A. The Sub-Adviser represents, warrants and agrees that: 1. It is registered with the SEC as an “investment adviser” under the Investment Advisers Act of 1940, as amended (“Advisers Act”). 2. It is licensed with the Securities and Futures Commission in Hong Kong (CE No. ALK083) to engage in type I (dealing in securities), type 4 (advising on securities) and type 9 (asset management) regulated activities under the Securities and Future Ordinance. It is under the license condition that “For Type 1 regulated activity, the licensee shall not provide stock brokerage services.” 3. It will maintain, keep current and preserve such records on behalf of the Trust, in the manner required or permitted by the Act and the Rules thereunder as are required of an investment adviser of a registered investment company (to the extent applicable), which shall include, without limitation, those records set forth on Schedule C. The Sub-Adviser agrees that such records are the property of the Trust, and will be surrendered to the Trust or to the Adviser as agent of the Trust promptly upon request of either. The Trust acknowledges that the Sub-Adviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. 34. It will maintain a written code of ethics (the “Code of Ethics”) complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and will provide the Trust and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It will institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Sub-Adviser acknowledges receipt of the written code of ethics adopted by and on behalf of the Trust. Each calendar quarter month while this Agreement is in effect, a duly authorized compliance officer of the Sub-Adviser will certify to the Trust and to the Adviser to the best of its knowledge that the Sub-Adviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter month 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, that appropriate action was taken in response to such violation. Annually, the Sub-Adviser will furnish to the Trust and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Sub-Adviser’s Code of Ethics. The Sub-Adviser will permit the Trust and the Adviser to examine the reports required to be made by the Sub-Adviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph. 45. It has adopted and implemented, and throughout the term of this Agreement will maintain in effect and implement, written policies and procedures reasonably designed to prevent violation, by it and its supervised persons, of (i) the Advisers Act and the rules that the SEC has adopted under the Advisers Act, and (ii) the “federal securities laws,” as that term is defined in Rule 38a-1 under the Act). Throughout the term of this Agreement, the Sub-Adviser will provide the Adviser with any certifications, information and access to personnel and resources (including those resources that will permit testing of Sub-Adviser’s compliance policies by the Adviser) that the Adviser may reasonably request to enable the Trust to comply with Rule 38a-1 under the Act. The Sub-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 and/or the Adviser. The Sub-Adviser agrees to cooperate with periodic reviews by the Trust’s and/or the Adviser’s compliance personnel of the Sub-Adviser’s policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust and/or the Adviser from time to time such additional information and certifications in respect of the Sub-Adviser’s policies and procedures, compliance by the Sub-Adviser with the federal securities laws and related matters as the Trust’s and/or the Adviser’s compliance personnel may reasonably request. The Sub-Adviser agrees to promptly notify the Adviser of any compliance violations which affect the Fund. 56. The Sub-Adviser will immediately notify the Trust and the Adviser of the occurrence of any event which would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 of the Act or otherwise. The Sub-Adviser will also immediately notify the Trust and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Fund. Notwithstanding the above, the Sub-Adviser shall not be required to notify the Trust or Adviser of such notice if it is legally prevented (by deposition, interrogatory, request for documents, subpoena, civil investigation, regulatory inquiry, demand, order or similar process) to making such notification. B. The Trust represents, warrants and agrees that: 1. The Trust is a statutory trust established pursuant to the laws of State of Delaware; 2. The Trust is duly registered with the SEC as an investment company under the 1940 Act; 3. The execution, delivery and performance of this Agreement are within the Trust’s powers, have been and remain duly authorized by all necessary action (including without limitation all necessary approvals and other actions required under the 0000 XxxAct) and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on the Trust; 4. No consent of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and 5. This Agreement constitutes a legal, valid and binding obligation enforceable against the Trust in accordance with its terms. C. The Adviser represents, warrants and agrees that: 1. The Adviser is a limited liability company duly established and validly existing under the laws of the State of Delaware and is duly qualified to do business and is in good standing under the laws of each jurisdiction where the failure to so qualify would have a material adverse effect on its business; 2. The Adviser is duly registered with the SEC as an “investment adviser” under the Advisers Act; 3. The Adviser has been duly appointed by the Trustees and shareholders of the Trust to provide investment services to the Trust as contemplated by the advisory contract; 4. The execution, delivery and performance of this Agreement are within the Adviser’s powers, have been and remain duly authorized by all necessary corporate action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on the Adviser; 5. No consent of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and 6. This Agreement constitutes a legal, valid and binding obligation enforceable against the Adviser.

Representations Warranties and Agreements. A. The Sub-Adviser represents, warrants and agrees that: 1. It is registered with the SEC as an “investment adviser” under the Investment Advisers Act of 1940, as amended (“Advisers Act”); 2. It is registered as a commodity trading advisor with the U.S. Commodity Futures Trading Commission, and it will maintain such registration continuously during the term of this Agreement and is a member in good standing with the National Futures Association. 23. It will maintain, keep current and preserve such records on behalf of the TrustCompany, in the manner required or permitted by the Act and the Rules thereunder applicable law as are required of an investment adviser of a registered investment company (to the extent applicable)adviser, which shall include, without limitation, those records set forth on Schedule C. B. The Sub-Adviser agrees that such records are the property of the TrustCompany, and will be surrendered to the Trust Company or to the Adviser as agent of the Trust Company promptly upon request of either. The Trust Company acknowledges that Sub-Adviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. 3. It will maintain a written code of ethics (the “Code of Ethics”) complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and will provide the Trust and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It will institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Sub-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 Sub-Adviser will certify to the Trust and to the Adviser that the Sub-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, that appropriate action was taken in response to such violation. Annually, the Sub-Adviser will furnish to the Trust and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Sub-Adviser’s Code of Ethics. The Sub-Adviser will permit the Trust and the Adviser to examine the reports required to be made by the Sub-Adviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph.; 4. It has adopted and implemented, and throughout the term of this Agreement will maintain in effect and implement, written policies and procedures reasonably designed to prevent violation, by it and its supervised persons, of the Advisers Act and the rules that the SEC has adopted under the Advisers Act. Throughout the term of this Agreement, the Sub-Sub- Adviser will provide the Adviser with any certifications, information and access to personnel and resources (including those resources that will permit testing of Sub-Sub- Adviser’s compliance policies by the Adviser) that the Adviser may reasonably request to enable the Trust to comply with Rule 38a-1 under the Actrequest. The Sub-Adviser has provided the Trust Company with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the Trust Company and/or the Adviser. The Sub-Adviser agrees to cooperate with periodic reviews by the TrustCompany’s and/or the Adviser’s compliance personnel of the Sub-Adviser’s policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust Company and/or the Adviser from time to time such additional information and certifications in respect of the Sub-Adviser’s policies and procedures, compliance by the Sub-Adviser with federal securities laws and related matters as the TrustCompany’s and/or the Adviser’s compliance personnel may reasonably request. The Sub-Adviser agrees to promptly notify the Adviser of any compliance violations which affect the Fund.Company; and 5. The Sub-Adviser will immediately notify the Trust Company and the Adviser of the occurrence of any event which would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 of the Act or otherwiseadviser. The Sub-Adviser will also immediately notify the Trust Company and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the FundCompany. B. The Trust Company represents, warrants and agrees that: 1. The Trust is a statutory trust Cayman Islands exempted company established pursuant to the laws of State of Delawarethe Cayman Islands; 2. The Trust is duly registered with the SEC as an investment company under the 1940 Act; 3. The execution, delivery and performance of this Agreement are within the TrustCompany’s powers, have been and remain duly authorized by all necessary action (including without limitation all necessary approvals and other actions required under the 0000 Xxx) and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on the TrustCompany; 43. No consent of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and 54. This Agreement constitutes a legal, valid and binding obligation enforceable against the Trust Company in accordance with its terms. C. The Adviser represents, warrants and agrees that: 1. The Adviser is a limited liability company duly established and validly existing under the laws of the State of Delaware and is duly qualified to do business and is in good standing under the laws of each jurisdiction where the failure to so qualify would have a material adverse effect on its business; 2. The Adviser is duly registered with the SEC as an “investment adviser” under the Advisers Act; 3. The Adviser has been duly appointed by the Trustees Director and shareholders of the Trust Company’s shareholder to provide investment services to the Trust Company as contemplated by the advisory contract; 4. The execution, delivery and performance of this Agreement are within Adviser’s powers, have been and remain duly authorized by all necessary corporate action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on Adviser; 5. No consent of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and 6. This Agreement constitutes a legal, valid and binding obligation enforceable against Adviser.

Representations Warranties and Agreements. A. The Sub-Adviser In order to induce Lender to enter into this Agreement, Borrower, for itself, and for its affiliates, successors and assigns, hereby acknowledges, represents, warrants and agrees thatas follows: 1. It is registered with the SEC as an “investment adviser” under the Investment Advisers Act of 1940, as amended (“Advisers Act”). 2. It will maintain, keep current a) Borrower has full power and preserve such records on behalf of the Trust, in the manner required or permitted by the Act and the Rules thereunder as are required of an investment adviser of a registered investment company (authority to the extent applicable), which shall include, without limitation, those records set forth on Schedule C. The Sub-Adviser agrees that such records are the property of the Trust, and will be surrendered to the Trust or to the Adviser as agent of the Trust promptly upon request of either. The Trust acknowledges that Sub-Adviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. 3. It will maintain a written code of ethics (the “Code of Ethics”) complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and will provide the Trust and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It will institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Sub-Adviser acknowledges receipt of the written code of ethics adopted by and on behalf of the Trust. Each calendar quarter while enter into this Agreement is in effect, a duly authorized compliance officer of the Sub-Adviser will certify to the Trust and to the Adviser that the Sub-Adviser has complied with the requirements of Rules 204A-1 incur and 17j-l during the previous calendar quarter perform all obligations and that there has been no material violation of its Code of Ethicscovenants contained herein, 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, that appropriate action was taken in response to such violation. Annually, the Sub-Adviser will furnish to the Trust and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Sub-Adviser’s Code of Ethics. The Sub-Adviser will permit the Trust and the Adviser to examine the reports required to be made by the Sub-Adviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph. 4. It has adopted and implemented, and throughout the term of this Agreement will maintain in effect and implement, written policies and procedures reasonably designed to prevent violation, by it and its supervised persons, of the Advisers Act and the rules that the SEC has adopted under the Advisers Act. Throughout the term of this Agreement, the Sub-Adviser will provide the Adviser with any certifications, information and access to personnel and resources (including those resources that will permit testing of Sub-Adviser’s compliance policies by the Adviser) that the Adviser may reasonably request to enable the Trust to comply with Rule 38a-1 under the Act. The Sub-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 and/or the Adviser. The Sub-Adviser agrees to cooperate with periodic reviews by the Trust’s and/or the Adviser’s compliance personnel of the Sub-Adviser’s policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust and/or the Adviser from time to time such additional information and certifications in respect of the Sub-Adviser’s policies and procedures, compliance by the Sub-Adviser with federal securities laws and related matters as the Trust’s and/or the Adviser’s compliance personnel may reasonably request. The Sub-Adviser agrees to promptly notify the Adviser of any compliance violations which affect the Fund. 5. The Sub-Adviser will immediately notify the Trust and the Adviser of the occurrence of any event which would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 of the Act or otherwise. The Sub-Adviser will also immediately notify the Trust and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Fund. B. The Trust represents, warrants and agrees that: 1. The Trust is a statutory trust established pursuant to the laws of State of Delaware; 2. The Trust is duly registered with the SEC as an investment company under the 1940 Act; 3. The execution, delivery and performance of this Agreement are within the Trust’s powers, have been and remain duly authorized by all necessary action (including without limitation all necessary approvals and other actions required under the 0000 Xxx) and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on the Trust; 4. No consent of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and 5authorized by all proper and necessary action. This Agreement constitutes No consent, approval, filing or registration with or notice to any governmental authority is required as a legal, valid and binding obligation enforceable against the Trust in accordance with its terms. C. The Adviser represents, warrants and agrees that: 1. The Adviser is a limited liability company duly established and validly existing under the laws of the State of Delaware and is duly qualified to do business and is in good standing under the laws of each jurisdiction where the failure to so qualify would have a material adverse effect on its business; 2. The Adviser is duly registered with the SEC as an “investment adviser” under the Advisers Act; 3. The Adviser has been duly appointed by the Trustees and shareholders of the Trust to provide investment services condition to the Trust as contemplated by the advisory contract; 4. The execution, delivery and performance validity of this Agreement or the performance of any of the obligations of Borrower hereunder. (b) Any Event of Default which may have occurred under the Notes has not been, is not hereby, and shall not be deemed to be waived by Lxxxxx, expressly, impliedly, through course of conduct or otherwise except upon full satisfaction of Borrower’s obligations under this Agreement. The agreement of Lender to refrain and forbear from exercising any rights and remedies by reason of any existing default or any future default shall not constitute a waiver of, consent to, or condoning of, any other existing or future default. (c) All understandings, representations, warranties and recitals contained or expressed in this Agreement are within Advisertrue, accurate, complete, and correct in all respects; and no such understanding, representation, warranty, or recital fails or omits to state or otherwise disclose any material fact or information necessary to prevent such understanding, representation, warranty, or recital from being misleading. Bxxxxxxx acknowledges and agrees that Lxxxxx has been induced in part to enter into this Agreement based upon Lxxxxx’s powersjustifiable reliance on the truth, accuracy, and completeness of all understandings, representations, warranties, and recitals contained in this Agreement. There is no fact known to Borrower or which should be known to Borrower which Borrower has not disclosed to Lender on or prior to the date hereof which would or could materially and adversely affect the understandings of Lender expressed in this Agreement or any representation, warranty, or recital contained in this Agreement. (d) Except as expressly set forth in this Agreement, Borrower acknowledges and agrees that neither the execution and delivery of this Agreement nor any of the terms, provisions, covenants, or agreements contained in this Agreement shall in any manner release, impair, lessen, modify, waive, or otherwise affect the liability and obligations of Borrower under the terms of the Notes or any of the other Transaction Documents. (e) Borrower has no defenses, affirmative or otherwise, rights of setoff, rights of recoupment, claims, counterclaims, actions or causes of action of any kind or nature whatsoever against Lender, directly or indirectly, arising out of, based upon, or in any manner connected with, the transactions contemplated hereby, whether known or unknown, which occurred, existed, was taken, permitted, or begun prior to the execution of this Agreement and occurred, existed, was taken, permitted or begun in accordance with, pursuant to, or by virtue of any of the terms or conditions of the Transaction Documents. To the extent any such defenses, affirmative or otherwise, rights of setoff, rights of recoupment, claims, counterclaims, actions or causes of action exist or existed, such defenses, rights, claims, counterclaims, actions and causes of action are hereby waived, discharged and released. Borrower hereby acknowledges and agrees that the execution of this Agreement by Lxxxxx shall not constitute an acknowledgment of or admission by Lender of the existence of any claims or of liability for any matter or precedent upon which any claim or liability may be asserted. (f) Borrower hereby acknowledges that it has freely and voluntarily entered into this Agreement after an adequate opportunity and sufficient period of time to review, analyze, and discuss (i) all terms and conditions of this Agreement, (ii) any and all other documents executed and delivered in connection with the transactions contemplated by this Agreement, and (iii) all factual and legal matters relevant to this Agreement and/or any and all such other documents, with counsel freely and independently selected by Bxxxxxxx (or had the opportunity to be represented by counsel). Bxxxxxxx further acknowledges and agrees that it has actively and with full understanding participated in the negotiation of this Agreement and all other documents executed and delivered in connection with this Agreement after consultation and review with its counsel (or had the opportunity to be represented by counsel), that all of the terms and conditions of this Agreement and the other documents executed and delivered in connection with this Agreement have been negotiated at arm’s-length, and remain duly authorized that this Agreement and all such other documents have been negotiated, prepared, and executed without fraud, duress, undue influence, or coercion of any kind or nature whatsoever having been exerted by all necessary corporate action or imposed upon any party by any other party. No provision of this Agreement or such other documents shall be construed against or interpreted to the disadvantage of any party by any court or other governmental or judicial authority by reason of such party having or being deemed to have structured, dictated, or drafted such provision. (g) There are no proceedings or investigations pending or threatened before any court or arbitrator or before or by, any governmental, administrative, or judicial authority or agency, or arbitrator, against Borrower. (h) There is no statute, regulation, rule, order or judgment and will not violate no provision of any mortgage, indenture, contract or constitute other agreement binding on Borrower, which would prohibit or cause a default under or in any applicable law way prevent the execution, delivery, performance, compliance or regulation or observance of any decree, order, judgment, agreement or instrument binding on Adviser;of the terms and conditions of this Agreement and/or any of the other documents executed and delivered in connection with this Agreement. 5. No consent (i) Borrower is solvent as of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effectthe date of this Agreement, and none of the terms or provisions of this Agreement shall have the effect of rendering Borrower insolvent. The terms and provisions of this Agreement and all conditions other instruments and agreements entered into in connection herewith are being given for full and fair consideration and exchange of which have been duly complied with; andvalue. 6. This Agreement constitutes a legal(j) To the best of its belief, valid after diligent inquiry, Bxxxxxxx represents and binding obligation enforceable against Adviserwarrants that, as of the date hereof, no Event of Default under the Notes (nor any breach by Borrower under any of the other Transaction Documents) exists.

Representations Warranties and Agreements. A. (a) The Sub-Adviser represents, warrants Company acknowledges and agrees that Stockholder may Transfer Stock without restriction; provided that, any such Stock to be Transferred have vested pursuant to the terms of their issuance and provided further that, prior to the earlier of (A) a Qualified Public Offering, (B) five years from the date hereof or (C) the occurrence of a Change in Control, Stockholder shall have complied with the terms of Section 4 hereof, unless such Transfer is a Permitted Transfer, and provided further that, in the case of a Transfer referenced in clause (iii) or (iv) of the definition of Permitted Transfer, such Transfer shall be made expressly subject to this Agreement and the transferee shall agree in writing to be bound by the terms and conditions hereof as a “Stockholder” with respect to the representations and warranties and other obligations of this Agreement. No Transfer of any Stock in violation hereof shall be made or recorded on the books of the Company and any such Transfer shall be void ab initio and of no effect. If the Stockholder is an Affiliate of the Company, the Stockholder also agrees and acknowledges that he or she will not transfer any shares of the Stock unless: 1. It (i) the transfer is registered pursuant to an effective registration statement under the Securities Act of 1933, as amended, and the rules and regulations in effect thereunder (the “Securities Act”), and in compliance with applicable provisions of state securities laws; or (ii) (A) counsel for the Stockholder (which counsel shall be reasonably acceptable to the Company) shall have furnished the Company with an opinion or other advice, reasonably satisfactory in form and substance to the Company, that no such registration is required because of the availability of an exemption from registration under the Securities Act and (B) if the Stockholder is a citizen or resident of any country other than the United States, or the Stockholder desires to effect any transfer in any such country, counsel for the Stockholder (which counsel shall be reasonably satisfactory to the Company) shall have furnished the Company with an opinion or other advice reasonably satisfactory in form and substance to the Company to the effect that such transfer will comply with the SEC securities laws of such jurisdiction. Notwithstanding the foregoing, the Company acknowledges and agrees that any of the following transfers of Stock are deemed to be in compliance with this Agreement (including without limitation any restrictions or prohibitions herein), and no opinion of counsel is required in connection therewith: (1) a transfer (x) upon the death or Disability of the Stockholder to the Stockholder’s Estate or (y) to the executors, administrators, testamentary trustees, legatees, immediate family members or beneficiaries of a person who has become a holder of Stock in accordance with the terms of this Agreement; provided that it is expressly understood that any such transferee shall be bound by the provisions of this Agreement and if requested such transferee shall agree in writing to be bound by the terms and conditions hereof as an the “investment adviserStockholder” with respect to the representations and warranties and other obligations of this Agreement, (2) a transfer made after the Commencement Date in compliance with the federal securities laws to a Stockholder’s Trust; provided that such transfer is made expressly subject to this Agreement and that the transferee agrees in writing to be bound by the terms and conditions hereof as a “Stockholder” with respect to the representations and warranties and other obligations of this Agreement; and provided further that it is expressly understood and agreed that if such Stockholder’s Trust at any point includes any person or entity other than the Stockholder, his spouse (or ex-spouse) or his lineal descendants (including adopted children) such that it fails to meet the definition thereof as set forth in Section 1 hereof, such transfer shall no longer be deemed in compliance with this Agreement and no transfer of any shares of Stock shall be permitted or effected if such transfer would cause the Company to be required to register the Common Stock pursuant to Section 12(g)(1) of the Exchange Act, and (3) a transfer made by the Stockholder, with the Board’s approval, to the Company or any subsidiary of the Company. (b) The certificate (or certificates) representing the Stock, if any, shall bear the following legend: “THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE STOCKHOLDER AGREEMENT BETWEEN ENERGY FUTURE HOLDINGS CORP. (THE “COMPANY”) AND THE STOCKHOLDER NAMED ON THE FACE HEREOF OR THE SALE PARTICIPATION AGREEMENT BETWEEN SUCH STOCKHOLDER AND TEXAS ENERGY FUTURE HOLDINGS LIMITED PARTNERSHIP AND THE COMPANY, IN EACH CASE DATED AS OF APRIL 4, 2008 (COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE COMPANY) AND ALL APPLICABLE FEDERAL AND STATE SECURITIES LAWS.” (c) The Stockholder acknowledges that he has been advised that (i) the Stock is characterized as “restricted securities” under the Investment Advisers Securities Act the inasmuch as they are being issued by the Company in a transaction not involving a Public Offering and that under the Securities Act (including applicable regulations) the Stock may be resold without registration under the Securities Act only in certain limited circumstances, (ii) a restrictive legend in the form heretofore set forth shall be placed on the certificates (if any) representing the Stock and (iii) a notation shall be made in the appropriate records of 1940, as amended (“Advisers Act”)the Company indicating that the Stock is subject to restrictions on Transfer and appropriate stop transfer restrictions will be issued to the Company’s transfer agent with respect to the Stock. 2. It will maintain, keep current and preserve such records on behalf (d) If any of the TrustStock is to be disposed of in accordance with Rule 144 under the Securities Act or otherwise, Stockholder shall promptly notify the Company of such intended disposition and shall deliver to the Company at or prior to the time of such disposition such documentation as the Company may reasonably request in connection with such sale and including an executed copy of any notice on Form 144 required to be filed with the SEC. (e) The Stockholder represents and warrants that (i) with respect to the Stock, Stockholder has received and reviewed the available information relating to such Stock, including having received and reviewed the documents related thereto and (ii) Stockholder has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such information, the Company and the business and prospects of the Company which Stockholder deems necessary to evaluate the merits and risks related to Stockholder’s investment in the manner required Stock and to verify the information contained in the information received as indicated in this Section 3(e), and Stockholder has relied solely on such information. (f) The Stockholder further represents and warrants that (i) Stockholder’s financial condition is such that Stockholder can afford to bear the economic risk of holding the Stock for an indefinite period of time and has adequate means for providing for Stockholder’s current needs and personal contingencies, (ii) Stockholder can afford to suffer a complete loss of his or permitted by her investment in the Act Stock, (iii) Stockholder understands and the Rules thereunder as are required has taken cognizance of an investment adviser of a registered investment company (all risk factors related to the extent applicable), which shall include, without limitation, those records set forth on Schedule C. The Sub-Adviser agrees that such records are the property issuance of the TrustStock, (iv) Stockholder’s knowledge and experience in financial and business matters are such that Stockholder is capable of evaluating the merits and risks of the issuance of the Stock to him, (v) the Stock is being issued to Stockholder for his own account, not as nominee or agent, and will be surrendered not with a view to the Trust resale or to the Adviser as agent distribution of any part thereof in violation of the Trust promptly upon request Securities Act, and Stockholder has no present intention of either. The Trust acknowledges that Sub-Adviser may retain copies of all records required to meet selling or otherwise distributing the record retention requirements imposed by law and regulation. 3. It will maintain a written code of ethics (the “Code of Ethics”) complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and will provide the Trust and the Adviser with a copy Stock in violation of the Code of Ethics Securities Act, and evidence of its adoption. It will institute procedures reasonably necessary to prevent Access Persons (vi) Stockholder is an “accredited investor” as defined in Rule 17j-1501(a) from violating its Code of Ethics. The Sub-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 Sub-Adviser will certify to the Trust and to the Adviser that the Sub-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 informationRegulation D, as such term is defined under relevant securities lawsamended, and if such a violation has occurred, that appropriate action was taken in response to such violation. Annually, the Sub-Adviser will furnish to the Trust and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Sub-Adviser’s Code of Ethics. The Sub-Adviser will permit the Trust and the Adviser to examine the reports required to be made by the Sub-Adviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph. 4. It has adopted and implemented, and throughout the term of this Agreement will maintain in effect and implement, written policies and procedures reasonably designed to prevent violation, by it and its supervised persons, of the Advisers Act and the rules that the SEC has adopted under the Advisers Securities Act. Throughout the term of this Agreement, the Sub-Adviser will provide the Adviser with any certifications, information and access to personnel and resources (including those resources that will permit testing of Sub-Adviser’s compliance policies by the Adviser) that the Adviser may reasonably request to enable the Trust to comply with Rule 38a-1 under the Act. The Sub-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 and/or the Adviser. The Sub-Adviser agrees to cooperate with periodic reviews by the Trust’s and/or the Adviser’s compliance personnel of the Sub-Adviser’s policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust and/or the Adviser from time to time such additional information and certifications in respect of the Sub-Adviser’s policies and procedures, compliance by the Sub-Adviser with federal securities laws and related matters as the Trust’s and/or the Adviser’s compliance personnel may reasonably request. The Sub-Adviser agrees to promptly notify the Adviser of any compliance violations which affect the Fund. 5. The Sub-Adviser will immediately notify the Trust and the Adviser of the occurrence of any event which would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 of the Act or otherwise. The Sub-Adviser will also immediately notify the Trust and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Fund. B. The Trust represents, warrants and agrees that: 1. The Trust is a statutory trust established pursuant to the laws of State of Delaware; 2. The Trust is duly registered with the SEC as an investment company under the 1940 Act; 3. The execution, delivery and performance of this Agreement are within the Trust’s powers, have been and remain duly authorized by all necessary action (including without limitation all necessary approvals and other actions required under the 0000 Xxx) and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on the Trust; 4. No consent of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and 5. This Agreement constitutes a legal, valid and binding obligation enforceable against the Trust in accordance with its terms. C. The Adviser represents, warrants and agrees that: 1. The Adviser is a limited liability company duly established and validly existing under the laws of the State of Delaware and is duly qualified to do business and is in good standing under the laws of each jurisdiction where the failure to so qualify would have a material adverse effect on its business; 2. The Adviser is duly registered with the SEC as an “investment adviser” under the Advisers Act; 3. The Adviser has been duly appointed by the Trustees and shareholders of the Trust to provide investment services to the Trust as contemplated by the advisory contract; 4. The execution, delivery and performance of this Agreement are within Adviser’s powers, have been and remain duly authorized by all necessary corporate action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on Adviser; 5. No consent of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and 6. This Agreement constitutes a legal, valid and binding obligation enforceable against Adviser.

Representations Warranties and Agreements. A. The Sub-Adviser Subadviser represents, warrants and agrees that: 1. It is registered with the SEC as an “investment adviser” under the Investment Advisers Act of 1940, as amended (“Advisers Act”). 2. It will maintain, keep current and preserve such records on behalf of the TrustFund, in the manner required or permitted by the Act and the Rules thereunder as are required of an investment adviser of a registered investment company (to the extent applicable), which shall include, without limitation, those records set forth on Schedule C. . The Sub-Adviser Subadviser agrees that such records are the property of the TrustFund, and will shall be surrendered to the Trust Fund or to the Adviser as agent of the Trust Fund promptly upon request of either. The Trust Fund acknowledges that Sub-Adviser Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. 3. It will shall maintain a written code of ethics (the “Code of Ethics”) complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and will shall provide the Trust Fund and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It will shall institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Sub-Adviser Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the TrustFund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Sub-Adviser will Subadviser shall certify to the Trust Fund and to the Adviser that the Sub-Adviser Subadviser 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 Sub-Adviser will Subadviser shall furnish to the Trust Fund and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Sub-AdviserSubadviser’s Code of Ethics. The Sub-Adviser will Subadviser shall permit the Trust Fund and the Adviser to examine the reports required to be made by the Sub-Adviser Subadviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph. 4. It has adopted and implemented, and throughout the term of this Agreement will shall maintain in effect and implement, written policies and procedures reasonably designed to prevent violation, by it and its supervised persons, of the Advisers Act and the rules that the SEC has adopted under the Advisers Act. Throughout the term of this Agreement, the Sub-Adviser will Subadviser shall provide the Adviser with any certifications, information and access to personnel and resources (including those resources that will permit testing of Sub-AdviserSubadviser’s compliance policies by the Adviser) that the Adviser may reasonably request to enable the Trust Fund to comply with Rule 38a-1 under the Act. The Sub-Adviser Subadviser has provided the Trust Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the Trust Fund and/or the Adviser. The Sub-Adviser Subadviser agrees to cooperate with periodic reviews by the TrustFund’s and/or the Adviser’s compliance personnel of the Sub-AdviserSubadviser’s policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust Fund and/or the Adviser from time to time such additional information and certifications in respect of the Sub-AdviserSubadviser’s policies and procedures, compliance by the Sub-Adviser Subadviser with federal securities laws and related matters as the TrustFund’s and/or the Adviser’s compliance personnel may reasonably request. The Sub-Adviser Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the FundAllocated Portion of the Series. 5. The Sub-Adviser Subadviser will immediately notify the Trust Fund and the Adviser of the occurrence of any event which would disqualify the Sub-Adviser Subadviser from serving as an investment adviser of an investment company pursuant to Section 9 of the Act or otherwise. The Sub-Adviser Subadviser will also immediately notify the Trust Fund and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the FundAllocated Portion of the Series. B. The Trust Fund represents, warrants and agrees that: 1. The Trust the Fund is a statutory trust established pursuant to the laws of State of Delaware; 2. The Trust the Fund is duly registered with the SEC as an investment company under the 1940 Act; 3. The the execution, delivery and performance of this Agreement are within the TrustFund’s powers, have been and remain duly authorized by all necessary action (including without limitation all necessary approvals and other actions required under the 0000 1940 Xxx) and xnd will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on the TrustFund; 4. No no consent of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and 5. This this Agreement constitutes a legal, valid and binding obligation enforceable against the Trust Fund in accordance with its terms. C. The Adviser represents, warrants and agrees that: 1. The Adviser is a limited liability company corporation duly established and established, validly existing and in good standing under the laws of the State Commonwealth of Delaware Massachusetts and is duly qualified to do business and is in good standing under the laws of each jurisdiction where the failure to so qualify would have a material adverse effect on its business; 2. The Adviser is duly registered with the SEC as an “investment adviser” under the Advisers Act; 3. The Adviser has been duly appointed by the Trustees and shareholders of the Trust Fund to provide investment services to the Trust Fund as contemplated by the advisory contract; 4. The the execution, delivery and performance of this Agreement are within Adviser’s powers, have been and remain duly authorized by all necessary corporate action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on Adviser; 5. No no consent of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and 6. This this Agreement constitutes a legal, valid and binding obligation enforceable against Adviser.

Representations Warranties and Agreements. A. (a) The Sub-Adviser represents, Advisor represents and warrants and agrees that: 1. It (i) All references to the Advisor and its principals in the Disclosure Document are accurate in all material respects and as to them the Disclosure Document does not contain any untrue statement of a material fact or omit to state a material fact which is registered with necessary to make the SEC as an “investment adviser” under the Investment Advisers Act of 1940, as amended (“Advisers Act”)statements therein not misleading. 2. It will maintain, keep current and preserve such records (ii) The information with respect to the Advisor set forth in the actual performance tables in the Disclosure Document is based on behalf all of the Trust, in the manner required or permitted customer accounts managed on a discretionary basis by the Act and Advisor's principals and/or the Rules thereunder as are required of an investment adviser of a registered investment company (to the extent applicable), which shall include, without limitation, those records set forth on Schedule C. The Sub-Adviser agrees that such records are the property of the Trust, and will be surrendered to the Trust or to the Adviser as agent of the Trust promptly upon request of either. The Trust acknowledges that Sub-Adviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. 3. It will maintain a written code of ethics (the “Code of Ethics”) complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and will provide the Trust and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It will institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Sub-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 Sub-Adviser will certify to the Trust and to the Adviser that the Sub-Adviser has complied with the requirements of Rules 204A-1 and 17j-l Advisor during the previous calendar quarter period covered by such tables 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, that appropriate action was taken in response to such violation. Annually, the Sub-Adviser will furnish to the Trust and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Sub-Adviser’s Code of Ethics. The Sub-Adviser will permit the Trust and the Adviser to examine the reports required to be made disclosed therein. The Advisor's performance tables have been examined by the Sub-Adviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph. 4. It has adopted and implemented, and throughout the term of this Agreement will maintain in effect and implement, written policies and procedures reasonably designed to prevent violation, by it and its supervised persons, of the Advisers Act an independent certified public accountant and the rules that the SEC report thereon has adopted under the Advisers Actbeen provided to CMF. Throughout The Advisor will have its performance tables so examined no less frequently than annually during the term of this Agreement, the Sub-Adviser . (iii) The Advisor will provide the Adviser be acting as a commodity trading advisor with any certifications, information and access to personnel and resources (including those resources that will permit testing of Sub-Adviser’s compliance policies by the Adviser) that the Adviser may reasonably request to enable the Trust to comply with Rule 38a-1 under the Act. The Sub-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 and/or the Adviser. The Sub-Adviser agrees to cooperate with periodic reviews by the Trust’s and/or the Adviser’s compliance personnel of the Sub-Adviser’s policies and procedures, their operation and implementation and other compliance matters and to provide respect to the Trust and/or the Adviser from time to time such additional information Partnership and certifications in respect of the Sub-Adviser’s policies and procedures, compliance by the Sub-Adviser with federal not as a securities laws and related matters as the Trust’s and/or the Adviser’s compliance personnel may reasonably request. The Sub-Adviser agrees to promptly notify the Adviser of any compliance violations which affect the Fund. 5. The Sub-Adviser will immediately notify the Trust and the Adviser of the occurrence of any event which would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 of the Act or otherwise. The Sub-Adviser will also immediately notify the Trust and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Fund. B. The Trust represents, warrants and agrees that: 1. The Trust is a statutory trust established pursuant to the laws of State of Delaware; 2. The Trust is duly registered with the SEC CFTC as an investment company a commodity trading advisor, is a member of the NFA, and is in compliance with such other registration and licensing requirements as shall be necessary to enable it to perform its obligations hereunder, and agrees to maintain and renew such registrations and licenses during the term of this Agreement. (iv) The Advisor is a limited partnership duly organized, validly existing and in good standing under the 1940 Act; 3. The execution, delivery laws of the State of Texas and performance of has full limited partnership power and authority to enter into this Agreement are within and to provide the Trust’s powersservices required of it hereunder. (v) The Advisor will not, have been and remain duly authorized by all necessary action (including without limitation all necessary approvals and other actions required under acting as a commodity trading advisor to the 0000 Xxx) and will not violate Partnership, breach or constitute a default under cause to be breached any applicable law undertaking, agreement, contract, statute, rule or regulation to which it is a party or of any decree, order, judgment, agreement or instrument binding on the Trust;by which it is bound. 4. No consent of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have (vi) This Agreement has been duly complied with; and 5. This Agreement constitutes and validly authorized, executed and delivered by the Advisor and is a legal, valid and binding obligation agreement enforceable against the Trust in accordance with its terms. C. The Adviser represents(vii) At any time during the term of this Agreement that a prospectus relating to the units is required to be delivered in connection with the offer and sale thereof, the Advisor agrees upon the request of CMF to provide the Partnership with such information as shall be necessary so that, as to the Advisor and its principals, such prospectus is accurate. All references, if any, to the Advisor and its principals in the prospectus will, after review and approval of such references by the Advisor prior to the use of such prospectus in connection with the offering of the Partnership's units, be accurate in all material respects; provided that with respect to pro forma or hypothetical performance information in the prospectus, if any, this representation and warranty extends only to the underlying data made available by the Advisor for the preparation thereof and not to any hypothetical or pro forma adjustments. (b) CMF represents and warrants for itself and agrees the Partnership that: 1. (i) The Adviser Prospectus (as from time to time amended or supplemented, which amendment or supplement is approved by the Advisor as to descriptions of itself and its actual performance, if any, included therein) does not contain any untrue statement of a material fact or omit to state a material fact which is necessary to make the statements therein not misleading, except that the foregoing representation does not apply to any statement or omission concerning the Advisor, if any, in the Prospectus, made in reliance upon, and in conformity with, information furnished to CMF by or on behalf of the Advisor expressly for use in the Prospectus (it being understood that any hypothetical or pro forma adjustments to the Advisor's performance information in the Prospectus, if any, were not furnished by the Advisor). (ii) It is a limited liability company duly established organized, validly existing and in good standing under the laws of the State of Delaware and has full limited liability company power and authority to perform its obligations under this Agreement. (iii) CMF and the Partnership have the capacity and authority to enter into this Agreement on behalf of the Partnership. (iv) This Agreement has been duly and validly authorized, executed and delivered on CMF's and the Partnership's behalf and is a valid and binding agreement of CMF and the Partnership enforceable in accordance with its terms. (v) CMF will not, by acting as the general partner to the Partnership and the Partnership will not, breach or cause to be breached any undertaking, agreement, contract, statute, rule or regulation to which it is a party or by which it is bound which would materially limit or affect the performance of its duties under this Agreement. (vi) It is registered as a commodity pool operator and is a member of the NFA, and it will maintain and renew such registration and membership during the term of this Agreement. (vii) The Partnership is a limited partnership duly organized and validly existing under the laws of the State of Delaware New York and is duly qualified has full limited partnership power and authority to do business and is in good standing under the laws of each jurisdiction where the failure to so qualify would have a material adverse effect on its business; 2. The Adviser is duly registered with the SEC as an “investment adviser” under the Advisers Act; 3. The Adviser has been duly appointed by the Trustees and shareholders of the Trust to provide investment services to the Trust as contemplated by the advisory contract; 4. The execution, delivery and performance of enter into this Agreement are within Adviser’s powers, have been and remain duly authorized by all necessary corporate action and will not violate or constitute a default to perform its obligations under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on Adviser; 5. No consent of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and 6. This Agreement constitutes a legal, valid and binding obligation enforceable against Adviserthis Agreement.

Representations Warranties and Agreements. A. The Sub-Adviser Subadviser represents, warrants and agrees that: 1. It is registered with the SEC as an “investment adviser” under the Investment Advisers Act of 1940, as amended (“Advisers Act”). 2. It will maintain, keep current and preserve such records on behalf of the TrustFund, in the manner required or permitted by the Act and the Rules thereunder as are required of an investment adviser of a registered investment company (to the extent applicable), which shall include, without limitation, those records set forth on Schedule C. . The Sub-Adviser Subadviser agrees that such records are the property of the TrustFund, and will shall be surrendered to the Trust Fund or to the Adviser as agent of the Trust Fund promptly upon request of either. The Trust Fund acknowledges that Sub-Adviser Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. 3. It will shall maintain a written code of ethics (the “Code of Ethics”) complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and will shall provide the Trust Fund and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It will shall institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Sub-Adviser Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the TrustFund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Sub-Adviser will Subadviser shall certify to the Trust Fund and to the Adviser that the Sub-Adviser Subadviser 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 Sub-Adviser will Subadviser shall furnish to the Trust Fund and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Sub-AdviserSubadviser’s Code of Ethics. The Sub-Adviser will Subadviser shall permit the Trust Fund and the Adviser to examine the reports required to be made by the Sub-Adviser Subadviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph. 4. It has adopted and implemented, and throughout the term of this Agreement will shall maintain in effect and implement, written policies and procedures reasonably designed to prevent violation, by it and its supervised persons, of the Advisers Act and the rules that the SEC has adopted under the Advisers Act. Throughout the term of this Agreement, the Sub-Adviser will Subadviser shall provide the Adviser with any certifications, information and access to personnel and resources (including those resources that will permit testing of Sub-AdviserSubadviser’s compliance policies by the Adviser) that the Adviser may reasonably request to enable the Trust Fund to comply with Rule 38a-1 under the Act. The Sub-Adviser Subadviser has provided the Trust Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the Trust Fund and/or the Adviser. The Sub-Adviser Subadviser agrees to cooperate with periodic reviews by the TrustFund’s and/or the Adviser’s compliance personnel of the Sub-AdviserSubadviser’s policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust Fund and/or the Adviser from time to time such additional information and certifications in respect of the Sub-AdviserSubadviser’s policies and procedures, compliance by the Sub-Adviser Subadviser with federal securities laws and related matters as the TrustFund’s and/or the Adviser’s compliance personnel may reasonably request. The Sub-Adviser Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the FundDesignated Series. 5. The Sub-Adviser Subadviser will immediately notify the Trust Fund and the Adviser of the occurrence of any event which would disqualify the Sub-Adviser Subadviser from serving as an investment adviser of an investment company pursuant to Section 9 of the Act or otherwise. The Sub-Adviser Subadviser will also immediately notify the Trust Fund and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the FundDesignated Series. B. The Trust Fund represents, warrants and agrees that: 1. The Trust the Fund is a statutory trust established pursuant to the laws of State of Delaware; 2. The Trust the Fund is duly registered with the SEC as an investment company under the 1940 Act; 3. The the execution, delivery and performance of this Agreement are within the TrustFund’s powers, have been and remain duly authorized by all necessary action (including without limitation all necessary approvals and other actions required under the 0000 1900 Xxx) and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on the TrustFund; 4. No no consent of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and 5. This this Agreement constitutes a legal, valid and binding obligation enforceable against the Trust Fund in accordance with its terms. C. The Adviser represents, warrants and agrees that: 1. The Adviser is a limited liability company corporation duly established and established, validly existing and in good standing under the laws of the State Commonwealth of Delaware Massachusetts and is duly qualified to do business and is in good standing under the laws of each jurisdiction where the failure to so qualify would have a material adverse effect on its business; 2. The Adviser is duly registered with the SEC as an “investment adviser” under the Advisers Act; 3. The Adviser has been duly appointed by the Trustees and shareholders of the Trust Fund to provide investment services to the Trust Fund as contemplated by the advisory contract; 4. The the execution, delivery and performance of this Agreement are within Adviser’s powers, have been and remain duly authorized by all necessary corporate action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on Adviser; 5. No no consent of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and 6. This this Agreement constitutes a legal, valid and binding obligation enforceable against Adviser.

Representations Warranties and Agreements. A. The Sub-Adviser represents(a) In addition to the representations, warranties and agreements in the Agreement and those contained elsewhere herein, Counterparty represents and warrants to and for the benefit of, and agrees thatwith, Dealer as follows: 1. It (i) As of the Trade Date, (A) none of Counterparty and its officers and directors is registered entering into the Transaction “on the basis of” (within the meaning of Rule 10b5-1 under the Exchange Act) any material nonpublic information regarding Counterparty or the Shares and (B) all reports and other documents filed by Counterparty with the SEC Securities and Exchange Commission pursuant to the Exchange Act when considered as a whole (with the more recent such reports and documents deemed to amend inconsistent statements contained in any earlier such reports and documents), do not contain any untrue statement of a material fact or any omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading. (ii) Without limiting the generality of Section 13.1 of the Equity Definitions, Counterparty acknowledges that Dealer is not making any representations or warranties or taking any position or expressing any view with respect to the treatment of the Transaction under any accounting standards including ASC Topic 260, Earnings Per Share, ASC Topic 815, Derivatives and Hedging, or ASC Topic 480, Distinguishing Liabilities from Equity and ASC 815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity (or any successor issue statements) or under FASB’s Liabilities & Equity Project. (iii) Without limiting the generality of Section 3(a)(iii) of the Agreement, the Transaction will not violate Rule 13e-1 or Rule 13e-4 under the Exchange Act. (iv) Prior to the Trade Date, Counterparty shall deliver to Dealer a resolution of Counterparty’s board of directors authorizing the Transaction and such other certificate or certificates as Dealer shall reasonably request. Counterparty has publicly disclosed its intention to institute a program for the acquisition of Shares. (v) Counterparty is not entering into this Confirmation to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for Shares) or otherwise in violation of the Exchange Act, and will not engage in any other securities or derivative transaction to such ends. (vi) Counterparty is not, and after giving effect to the transactions contemplated hereby will not be, required to register as an “investment advisercompany” under as such term is defined in the Investment Advisers Company Act of 1940, as amended (“Advisers Act”)amended. 2. It will maintain(vii) On the Trade Date, keep current and preserve such records on behalf of the TrustPrepayment Date, in the manner required or permitted by the Act Initial Share Delivery Date and the Rules thereunder as are required of an investment adviser of a registered investment company (to the extent applicable)Settlement Date, which shall include, without limitation, those records set forth on Schedule C. The Sub-Adviser agrees that such records are the property of the Trust, and will be surrendered to the Trust or to the Adviser as agent of the Trust promptly upon request of either. The Trust acknowledges that Sub-Adviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. 3. It will maintain a written code of ethics (the “Code of Ethics”) complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and will provide the Trust and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It will institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Sub-Adviser acknowledges receipt of the written code of ethics adopted by and on behalf of the Trust. Each calendar quarter while this Agreement Counterparty is in effect, a duly authorized compliance officer of the Sub-Adviser will certify to the Trust and to the Adviser that the Sub-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 Ethicsnot, or of Rule 17j-1(b)will not be, or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, “insolvent” (as such term is defined under relevant securities lawsSection 101(32) of the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”)) and Counterparty would be able to purchase the Shares hereunder in compliance with the corporate laws of the jurisdiction of its incorporation. (viii) No state or local (including non-U.S. jurisdictions) law, and if such a violation has occurredrule, that appropriate action was taken in response to such violation. Annually, the Sub-Adviser will furnish regulation or regulatory order applicable to the Trust and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Sub-Adviser’s Code of Ethics. The Sub-Adviser will permit the Trust and the Adviser Shares would give rise to examine the reports required to be made by the Sub-Adviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph. 4. It has adopted and implementedany reporting, and throughout the term of this Agreement will maintain in effect and implementconsent, written policies and procedures reasonably designed to prevent violation, by it and its supervised persons, of the Advisers Act and the rules that the SEC has adopted under the Advisers Act. Throughout the term of this Agreement, the Sub-Adviser will provide the Adviser with any certifications, information and access to personnel and resources (including those resources that will permit testing of Sub-Adviser’s compliance policies by the Adviser) that the Adviser may reasonably request to enable the Trust to comply with Rule 38a-1 under the Act. The Sub-Adviser has provided the Trust with true and complete copies of its policies and procedures (registration or summaries thereof) and related information reasonably requested by the Trust and/or the Adviser. The Sub-Adviser agrees to cooperate with periodic reviews by the Trust’s and/or the Adviser’s compliance personnel of the Sub-Adviser’s policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust and/or the Adviser from time to time such additional information and certifications in respect of the Sub-Adviser’s policies and procedures, compliance by the Sub-Adviser with federal securities laws and related matters as the Trust’s and/or the Adviser’s compliance personnel may reasonably request. The Sub-Adviser agrees to promptly notify the Adviser of any compliance violations which affect the Fund. 5. The Sub-Adviser will immediately notify the Trust and the Adviser of the occurrence of any event which would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 of the Act or otherwise. The Sub-Adviser will also immediately notify the Trust and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Fund. B. The Trust represents, warrants and agrees that: 1. The Trust is a statutory trust established pursuant to the laws of State of Delaware; 2. The Trust is duly registered with the SEC as an investment company under the 1940 Act; 3. The execution, delivery and performance of this Agreement are within the Trust’s powers, have been and remain duly authorized by all necessary action requirement (including without limitation a requirement to obtain prior approval from any person or entity) as a result of Dealer or its affiliates owning or holding (however defined) Shares. (ix) Counterparty shall not declare or pay any Dividend (as defined above) to holders of record as of any date occurring prior to the Settlement Date or, if the provisions of Annex A apply, the Cash Settlement Payment Date, other than an ordinary cash dividend of USD 0.0775 per Share to all necessary approvals holders of record on each of March 16, 2015 and other actions required under June 15, 2015 (or, in each case, any later date within the 0000 Xxxsame quarterly fiscal period of Counterparty), and in the event of any breach of this Section 7(a)(ix), Dealer may immediately designate any Scheduled Trading Day that is also a Relevant Day as an Early Termination Date with respect to the Transaction, and the Transaction shall be the sole Affected Transaction and Counterparty shall be the sole Affected Party. (x) Counterparty understands no obligations of Dealer to it hereunder will be entitled to the benefit of deposit insurance and that such obligations will not violate be guaranteed by any affiliate of Dealer or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on the Trust; 4. No consent of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and 5. This Agreement constitutes a legal, valid and binding obligation enforceable against the Trust in accordance with its termsagency. C. The Adviser represents, warrants (xi) Counterparty is (i) a corporation for U.S. federal income tax purposes and agrees that: 1. The Adviser is a limited liability company duly established and validly existing organized under the laws of Florida and (ii) a “U.S. person” (as that term is used in section 1.1441-4(a)(3)(ii) of United States Treasury Regulations) for U.S. federal income tax purposes. (b) Each of Dealer and Counterparty agrees and represents that it is an “eligible contract participant” as defined in Section 1a(18) of the State U.S. Commodity Exchange Act, as amended. (c) Counterparty acknowledges that the offer and sale of Delaware the Transaction to it is intended to be exempt from registration under the Securities Act, by virtue of Section 4(2) thereof. Accordingly, Counterparty represents and warrants to Dealer that (i) it has the financial ability to bear the economic risk of its investment in the Transaction and is duly qualified able to do business and bear a total loss of its investment, (ii) it is an “accredited investor” as that term is defined in good standing Regulation D as promulgated under the laws of each jurisdiction where Securities Act, (iii) it is entering into the failure Transaction for its own account and without a view to so qualify would have a material adverse effect on its business; 2. The Adviser is duly registered with the SEC as an “investment adviser” under distribution or resale thereof, and (iv) the Advisers Act; 3. The Adviser has been duly appointed by the Trustees and shareholders assignment, transfer or other disposition of the Trust to provide investment services to the Trust as contemplated by the advisory contract; 4. The execution, delivery and performance of this Agreement are within Adviser’s powers, have Transaction has not been and remain duly authorized by all necessary corporate action and will not violate be registered under the Securities Act and is restricted under this Confirmation, the Securities Act and state securities laws. (d) Counterparty agrees and acknowledges that Dealer is a “financial institution,” “swap participant” and “financial participant” within the meaning of Sections 101(22), 101(53C) and 101(22A) of the Bankruptcy Code. The parties hereto further agree and acknowledge that it is the intent of the parties that (A) this Confirmation is (i) a “securities contract,” as such term is defined in Section 741(7) of the Bankruptcy Code, with respect to which each payment and delivery hereunder or constitute in connection herewith is a default under any applicable law “termination value,” “payment amount” or regulation “other transfer obligation” within the meaning of Section 362 of the Bankruptcy Code and a “settlement payment,” within the meaning of Section 546 of the Bankruptcy Code and (ii) a “swap agreement,” as such term is defined in Section 101(53B) of the Bankruptcy Code, with respect to which each payment and delivery hereunder or in connection herewith is a “termination value,” “payment amount” or “other transfer obligation” within the meaning of any decree, order, judgment, agreement Section 362 of the Bankruptcy Code and a “transfer,” as such term is defined in Section 101(54) of the Bankruptcy Code and a “payment or instrument binding on Adviser; 5. No consent other transfer of any applicable governmental authority or body is necessary, except for such consents as have been obtained property” within the meaning of Sections 362 and are in full force and effect546 of the Bankruptcy Code, and all conditions (B) Dealer is entitled to the protections afforded by, among other sections, Sections 362(b)(6), 362(b)(17), 362(o), 546(e), 546(g), 548(d)(2), 555, 560 and 561 of which have been duly complied with; and 6. This Agreement constitutes a legal, valid and binding obligation enforceable against Adviserthe Bankruptcy Code.

Representations Warranties and Agreements. A. The Sub-Adviser In order to induce Lender to enter into this Agreement, Borrower, for itself, and for its affiliates, successors and assigns, hereby acknowledges, represents, warrants and agrees thatas follows: 1. It is registered with the SEC as an “investment adviser” under the Investment Advisers Act of 1940, as amended (“Advisers Act”). 2. It will maintain, keep current a) Borrower has full power and preserve such records on behalf of the Trust, in the manner required or permitted by the Act and the Rules thereunder as are required of an investment adviser of a registered investment company (authority to the extent applicable), which shall include, without limitation, those records set forth on Schedule C. The Sub-Adviser agrees that such records are the property of the Trust, and will be surrendered to the Trust or to the Adviser as agent of the Trust promptly upon request of either. The Trust acknowledges that Sub-Adviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. 3. It will maintain a written code of ethics (the “Code of Ethics”) complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and will provide the Trust and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It will institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Sub-Adviser acknowledges receipt of the written code of ethics adopted by and on behalf of the Trust. Each calendar quarter while enter into this Agreement is in effect, a duly authorized compliance officer of the Sub-Adviser will certify to the Trust and to the Adviser that the Sub-Adviser has complied with the requirements of Rules 204A-1 incur and 17j-l during the previous calendar quarter perform all obligations and that there has been no material violation of its Code of Ethicscovenants contained herein, 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, that appropriate action was taken in response to such violation. Annually, the Sub-Adviser will furnish to the Trust and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Sub-Adviser’s Code of Ethics. The Sub-Adviser will permit the Trust and the Adviser to examine the reports required to be made by the Sub-Adviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph. 4. It has adopted and implemented, and throughout the term of this Agreement will maintain in effect and implement, written policies and procedures reasonably designed to prevent violation, by it and its supervised persons, of the Advisers Act and the rules that the SEC has adopted under the Advisers Act. Throughout the term of this Agreement, the Sub-Adviser will provide the Adviser with any certifications, information and access to personnel and resources (including those resources that will permit testing of Sub-Adviser’s compliance policies by the Adviser) that the Adviser may reasonably request to enable the Trust to comply with Rule 38a-1 under the Act. The Sub-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 and/or the Adviser. The Sub-Adviser agrees to cooperate with periodic reviews by the Trust’s and/or the Adviser’s compliance personnel of the Sub-Adviser’s policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust and/or the Adviser from time to time such additional information and certifications in respect of the Sub-Adviser’s policies and procedures, compliance by the Sub-Adviser with federal securities laws and related matters as the Trust’s and/or the Adviser’s compliance personnel may reasonably request. The Sub-Adviser agrees to promptly notify the Adviser of any compliance violations which affect the Fund. 5. The Sub-Adviser will immediately notify the Trust and the Adviser of the occurrence of any event which would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 of the Act or otherwise. The Sub-Adviser will also immediately notify the Trust and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Fund. B. The Trust represents, warrants and agrees that: 1. The Trust is a statutory trust established pursuant to the laws of State of Delaware; 2. The Trust is duly registered with the SEC as an investment company under the 1940 Act; 3. The execution, delivery and performance of this Agreement are within the Trust’s powers, have been and remain duly authorized by all necessary action (including without limitation all necessary approvals and other actions required under the 0000 Xxx) and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on the Trust; 4. No consent of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and 5authorized by all proper and necessary action. This Agreement constitutes No consent or approval of Borrower, and no consent, approval, filing or registration with or notice to any governmental authority is required as a legal, valid and binding obligation enforceable against the Trust in accordance with its terms. C. The Adviser represents, warrants and agrees that: 1. The Adviser is a limited liability company duly established and validly existing under the laws of the State of Delaware and is duly qualified to do business and is in good standing under the laws of each jurisdiction where the failure to so qualify would have a material adverse effect on its business; 2. The Adviser is duly registered with the SEC as an “investment adviser” under the Advisers Act; 3. The Adviser has been duly appointed by the Trustees and shareholders of the Trust to provide investment services condition to the Trust as contemplated by the advisory contract; 4. The execution, delivery and performance validity of this Agreement or the performance of any of the obligations of Borrower hereunder. (b) All understandings, representations, warranties and recitals contained or expressed in this Agreement are within Advisertrue, accurate, complete, and correct in all respects; and no such understanding, representation, warranty, or recital fails or omits to state or otherwise disclose any material fact or information necessary to prevent such understanding, representation, warranty, or recital from being misleading. Borrower acknowledges and agrees that Lender has been induced in part to enter into this Agreement based upon Lender’s powersjustifiable reliance on the truth, accuracy, and completeness of all understandings, representations, warranties, and recitals contained in this Agreement. There is no fact known to Borrower or which should be known to Borrower which Borrower has not disclosed to Lender on or prior to the date hereof which would or could materially and adversely affect the understandings of Lender expressed in this Agreement or any representation, warranty, or recital contained in this Agreement. (c) Except as expressly set forth in this Agreement, Borrower acknowledges and agrees that neither the execution and delivery of this Agreement nor any of the terms, provisions, covenants, or agreements contained in this Agreement shall in any manner release, impair, lessen, modify, waive, or otherwise affect the liability and obligations of Borrower under the terms of the Judgment or applicable law related thereto. (d) Borrower has no defenses, affirmative or otherwise, rights of setoff, rights of recoupment, claims, counterclaims, actions or causes of action of any kind or nature whatsoever against Lender, directly or indirectly, arising out of, based upon, or in any manner connected with, the transactions contemplated hereby, whether known or unknown, which occurred, existed, was taken, permitted, or begun prior to the execution of this Agreement. To the extent any such defenses, affirmative or otherwise, rights of setoff, rights of recoupment, claims, counterclaims, actions or causes of action exist or existed, such defenses, rights, claims, counterclaims, actions and causes of action are hereby waived, discharged and released. Borrower hereby acknowledges and agrees that the execution of this Agreement by Lender shall not constitute an acknowledgment of or admission by Lender of the existence of any claims or of liability for any matter or precedent upon which any claim or liability may be asserted. (e) Borrower hereby acknowledges that it has freely and voluntarily entered into this Agreement after an adequate opportunity and sufficient period of time to review, analyze, and discuss (i) all terms and conditions of this Agreement, (ii) any and all other documents executed and delivered in connection with the transactions contemplated by this Agreement, and (iii) all factual and legal matters relevant to this Agreement and/or any and all such other documents, with counsel freely and independently selected by Borrower (or had the opportunity to be represented by counsel). Borrower further acknowledges and agrees that it has actively and with full understanding participated in the negotiation of this Agreement and all other documents executed and delivered in connection with this Agreement after consultation and review with its counsel (or had the opportunity to be represented by counsel), that all of the terms and conditions of this Agreement and the other documents executed and delivered in connection with this Agreement have been negotiated at arm’s-length, and remain duly authorized that this Agreement and all such other documents have been negotiated, prepared, and executed without fraud, duress, undue influence, or coercion of any kind or nature whatsoever having been exerted by or imposed upon any Party by any other Party. No provision of this Agreement or such other documents shall be construed against or interpreted to the disadvantage of any Party by any court or other governmental or judicial authority by reason of such Party having or being deemed to have structured, dictated, or drafted such provision. (f) Borrower is solvent as of the date of this Agreement, and none of the terms or provisions of this Agreement shall have the effect of rendering Borrower insolvent. The terms and provisions of this Agreement and all necessary corporate action other instruments and will not violate agreements entered into in connection herewith are being given for full and fair consideration and exchange of value. (g) There are no proceedings or constitute investigations pending or threatened before any court or arbitrator or before or by, any governmental, administrative, or judicial authority or agency, or arbitrator, against Borrower. (h) There is no statute, regulation, rule, order or judgment and no provision of any mortgage, indenture, contract or other agreement binding on Borrower, which would prohibit or cause a default under or in any applicable law way prevent the execution, delivery, performance, compliance or regulation or observance of any decree, order, judgment, agreement or instrument binding on Adviser; 5. No consent of any applicable governmental authority or body is necessary, except for such consents as have been obtained the terms and are in full force and effect, and all conditions of which have been duly complied with; andthis Agreement and/or any of the other documents executed and delivered in connection with this Agreement. 6. This Agreement constitutes a legal, valid and binding obligation enforceable against Adviser(i) Borrower has not received any cash or property consideration in any form whatsoever for entering into this Agreement.

Representations Warranties and Agreements. A. The Subundersigned represents and warrants to, and agrees with, the other Selling Stockholders, the Company, the Attorneys-Adviser in-Fact, the Custodian, and the Underwriters as follows: a. The undersigned has full legal right, power and authority to enter into and perform this Agreement and the Underwriting Agreement. b. The undersigned has read the Draft Underwriting Agreement and understands the same, and agrees that the representations and warranties to be made by or on behalf of such Selling Stockholder as set forth in Section 2 of the Underwriting Agreement are incorporated by reference herein, and the undersigned represents, warrants and agrees that: 1. It covenants as to itself that each of such representations and warranties is registered with true and correct as of the SEC date hereof and, except as an “investment adviser” under the Investment Advisers Act undersigned shall have notified the Attorneys-in-Fact pursuant to paragraph F of 1940the attached instructions, will be true and correct at all times from the date hereof through and including the time of the closing of the sale of the New Shares to the Underwriters on the Closing Date or the Option Closing Date (each as defined in the Underwriting Agreement), as amended the case may be. The undersigned will promptly notify the Attorneys-in-Fact of any development that would make any such representation and warranty untrue, and of any default under or breach of this Agreement (“Advisers Act”or of any event which, with notice or the lapse of time or both, would constitute such a default or breach). 2. It will maintainThe undersigned authorizes the Attorneys-in-Fact, keep current and preserve such records acting on behalf of the Trustundersigned, to affirm the truth and accuracy of such representations and warranties in connection with the consummation or implementation of the transactions contemplated by the Underwriting Agreement and this Agreement. c. Subject to the security interest of RNB to be released at a closing of the Offering on the Closing Date or the Option Closing Date, as the case may be (in each case solely as to Shares then being sold by the undersigned pursuant to the Underwriting Agreement), the undersigned has good and marketable title to all of the Old Shares and will on the Closing Date or the Option Closing Date, as the case may be, have such title to all New Shares, in the manner required or permitted by the Act each case free and the Rules thereunder as are required clear of an investment adviser of a registered investment company (to the extent applicable)all liens, which shall includeencumbrances, equities and claims whatsoever, including, without limitation, those records set forth on Schedule C. The Sub-Adviser agrees that any claim or interest other persons may have in such records are shares, and the property undersigned now has, and at the time of execution of the TrustUnderwriting Agreement and on the Closing Date and the Option Closing Date, as the case may be, will have, full right, power and authority to enter into the Underwriting Agreement and to sell, assign, transfer and deliver thereunder the New Shares then being sold on such Closing Date and the Option Closing Date, as the case may be; the undersigned has no knowledge of any fact that would impair the validity of the certificates; and upon sale and delivery of such New Shares under the Underwriting Agreement and payment therefor pursuant thereto, the Underwriters will be surrendered acquire good and marketable title to such New Shares free and clear of any liens, encumbrances, equities and claims whatsoever, including, without limitation, any claim or interest that RNB or any other persons may have in such New Shares. d. The information contained in the Registration Statement with respect to the Trust or undersigned is true and correct. e. The undersigned will carefully review each amendment to the Adviser as agent of Registration Statement to determine that the Trust promptly upon request of either. The Trust acknowledges that Sub-Adviser may retain copies of all records required information with respect to meet the record retention requirements imposed by law undersigned is true and regulationcorrect. 3. It f. The undersigned will maintain a written code of ethics (the “Code of Ethics”) complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and will provide the Trust and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It will institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Sub-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 Sub-Adviser will certify to the Trust and to the Adviser that the Sub-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, that appropriate action was taken in response to such violation. Annually, the Sub-Adviser will furnish to the Trust and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Sub-Adviser’s Code of Ethics. The Sub-Adviser will permit the Trust and the Adviser to examine the reports required to be made by the Sub-Adviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph. 4. It has adopted and implemented, and throughout the term of this Agreement will maintain in effect and implement, written policies and procedures reasonably designed to prevent violation, by it and its supervised persons, of the Advisers Act and the rules that the SEC has adopted under the Advisers Act. Throughout the term of this Agreement, the Sub-Adviser will provide the Adviser with any certifications, information and access to personnel and resources (including those resources that will permit testing of Sub-Adviser’s compliance policies by the Adviser) that the Adviser may reasonably request to enable the Trust to comply with Rule 38a-1 under the Act. The Sub-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 and/or the Adviser. The Sub-Adviser agrees to cooperate with periodic reviews by the Trust’s and/or the Adviser’s compliance personnel of the Sub-Adviser’s policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust and/or the Adviser from time to time such additional information and certifications in respect of the Sub-Adviser’s policies and procedures, compliance by the Sub-Adviser with federal securities laws and related matters as the Trust’s and/or the Adviser’s compliance personnel may reasonably request. The Sub-Adviser agrees to promptly notify the Adviser Company in writing of any compliance violations material adverse information with regard to the current or prospective operations of the Company or its subsidiaries of which affect the Fundundersigned learns after the date hereof and which is not disclosed in the Registration Statement or the most recent amendment thereto received by the undersigned. 5. g. The Sub-Adviser will immediately notify undersigned has completed the Trust information called for in Schedule I hereto and such information with respect to the Adviser undersigned is complete and correct. h. Except as otherwise disclosed in Schedule III hereto, the undersigned is not a member of or directly or indirectly an affiliate of or associated with any member of the occurrence National Association of any event which would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 Securities Dealers, Inc. i. Each of the Act undersigned and RNB acknowledges the "lock-up" agreements addressed to the Representatives executed (or otherwise. The Sub-Adviser will also immediately notify to be executed) by the Trust undersigned and by RNB in connection with the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the FundOffering. B. j. The Trust represents, warrants and agrees that: 1. The Trust is a statutory trust established pursuant to the laws of State of Delaware; 2. The Trust is duly registered with the SEC as an investment company under the 1940 Act; 3. The execution, delivery and performance of this Agreement are within the Trust’s powers, have been and remain duly authorized by all necessary action (including without limitation all necessary approvals and other actions required under the 0000 Xxx) undersigned has not taken and will not violate take, directly or indirectly, any action intended to constitute a default under any applicable law or regulation which has constituted, or which might reasonably be expected to cause or result in, stabilization or manipulation of any decree, order, judgment, agreement or instrument binding on the Trust; 4. No consent price of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied withthe New Common Stock; and 5. This Agreement constitutes a legal, valid to assure compliance with Regulation M as promulgated by the Securities and binding obligation enforceable against Exchange Commission (the Trust "SEC"), the undersigned will not make bids for or purchases of, or induce bids for or purchases of, directly or indirectly, any shares of New Common Stock until the distribution of all shares being sold in accordance with its termsthe Offering has been completed. C. k. The Adviser represents, warrants and agrees that: 1. The Adviser is a limited liability company duly established and validly existing under the laws of the State of Delaware and is duly qualified to do business and is in good standing under the laws of each jurisdiction where the failure to so qualify would have a material adverse effect on its business; 2. The Adviser is duly registered with the SEC as an “investment adviser” under the Advisers Act; 3. The Adviser undersigned has been duly appointed by the Trustees and shareholders of the Trust to provide investment services to the Trust as contemplated by the advisory contract; 4. The execution, delivery and performance of this Agreement are within Adviser’s powers, have been and remain duly authorized by all necessary corporate action not distributed and will not violate distribute any prospectus or constitute other offering material in connection with the Offering other than a default under any applicable law preliminary prospectus and the Prospectus or regulation or of any decreeother material permitted by the Securities Act, order, judgment, agreement or instrument binding on Adviser; 5. No consent of any applicable governmental authority or body is necessary, except in each case in a form approved for such consents as have been obtained use by the Company and are in full force and effect, and all conditions of which have been duly complied with; and 6. This Agreement constitutes a legal, valid and binding obligation enforceable against AdviserMorgxx Xxxnxxx & Xo.

Representations Warranties and Agreements. A. The Sub-Adviser represents, warrants and agrees that: 1. It is registered with the SEC as an “investment adviser” under the Investment Advisers Act of 1940, as amended (“Advisers Act”). 2. It will maintain, keep current and preserve such records on behalf of the Trust, in the manner required or permitted by the Act and the Rules thereunder as are required of an investment adviser of a registered investment company (to the extent applicable), which shall include, without limitation, those records set forth on Schedule C. The Sub-Adviser agrees that such records are the property of the Trust, and will be surrendered to the Trust or to the Adviser as agent of the Trust promptly upon request of either. The Trust acknowledges that Sub-Adviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. 3. It will maintain a written code of ethics (the “Code of Ethics”) complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and will provide the Trust and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It will institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Sub-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 Sub-Adviser will certify to the Trust and to the Adviser that the Sub-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, that appropriate action was taken in response to such violation. Annually, the Sub-Adviser will furnish to the Trust and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Sub-Adviser’s Code of Ethics. The Sub-Adviser will permit the Trust and the Adviser to examine the reports required to be made by the Sub-Adviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph. 4. It has adopted and implemented, and throughout the term of this Agreement will maintain in effect and implement, written policies and procedures reasonably designed to prevent violation, by it and its supervised persons, of the Advisers Act and the rules that the SEC has adopted under the Advisers Act. Throughout the term of this Agreement, the Sub-Adviser will provide the Adviser with any certifications, information and access to personnel and resources (including those resources that will permit testing of Sub-Adviser’s compliance policies by the Adviser) that the Adviser may reasonably request to enable the Trust to comply with Rule 38a-1 under the Act. The Sub-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 and/or the Adviser. The Sub-Adviser agrees to cooperate with periodic reviews by the Trust’s and/or the Adviser’s compliance personnel of the Sub-Adviser’s policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust and/or the Adviser from time to time such additional information and certifications in respect of the Sub-Adviser’s policies and procedures, compliance by the Sub-Adviser with federal securities laws and related matters as the Trust’s and/or the Adviser’s compliance personnel may reasonably request. The Sub-Adviser agrees to promptly notify the Adviser of any compliance violations which affect the Fund. 5. The Sub-Adviser will immediately notify the Trust and the Adviser of the occurrence of any event which would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 of the Act or otherwise. The Sub-Adviser will also immediately notify the Trust and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Fund. B. The Trust represents, warrants and agrees that: 1. The Trust is a statutory trust established pursuant to the laws of State of Delaware; 2. The Trust is duly registered with the SEC as an investment company under the 1940 Act; 3. The execution, delivery and performance of this Agreement are within the Trust’s powers, have been and remain duly authorized by all necessary action (including without limitation all necessary approvals and other actions required under the 0000 1000 Xxx) and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on the Trust; 4. No consent of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and 5. This Agreement constitutes a legal, valid and binding obligation enforceable against the Trust in accordance with its terms. C. The Adviser represents, warrants and agrees that: 1. The Adviser is a limited liability company duly established and validly existing under the laws of the State of Delaware and is duly qualified to do business and is in good standing under the laws of each jurisdiction where the failure to so qualify would have a material adverse effect on its business; 2. The Adviser is duly registered with the SEC as an “investment adviser” under the Advisers Act; 3. The Adviser has been duly appointed by the Trustees and shareholders of the Trust to provide investment services to the Trust as contemplated by the advisory contract; 4. The execution, delivery and performance of this Agreement are within Adviser’s powers, have been and remain duly authorized by all necessary corporate action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on Adviser; 5. No consent of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and 6. This Agreement constitutes a legal, valid and binding obligation enforceable against Adviser.

Representations Warranties and Agreements. A. The Sub-Adviser represents, warrants and agrees that: 1. It is registered with the SEC as an “investment adviser” under the Investment Advisers Act of 1940, as amended (“Advisers Act”). 2. It will maintain, keep current and preserve such records on behalf of the Trust, in the manner required or permitted by the Act and the Rules thereunder as are required of an investment adviser of a registered investment company (to the extent applicable), which shall include, without limitation, those records set forth on Schedule C. . The Sub-Adviser agrees that such records are the property of the Trust, and will shall be surrendered to the Trust or to the Adviser as agent of the Trust promptly upon request of either. The Trust acknowledges that Sub-Adviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. 3. It will shall maintain a written code of ethics (the “Code of Ethics”) complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and will shall provide the Trust and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It will shall institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Sub-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 Sub-Adviser will shall certify to the Trust and to the Adviser that the Sub-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 Trust, or if such a violation of its Code of Ethics has occurred, that appropriate action was taken in response to such violation. Annually, the Sub-Adviser will shall furnish to the Trust and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Sub-Adviser’s Code of Ethics. The Sub-Adviser will shall permit the Trust and the Adviser to examine the reports required to be made by the Sub-Adviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph. 4. It has adopted and implemented, and throughout the term of this Agreement will shall maintain in effect and implement, written policies and procedures reasonably designed to prevent violation, by it and its supervised persons, of the Advisers Act and the rules that the SEC has adopted under the Advisers Act. Throughout the term of this Agreement, the Sub-Adviser will shall provide the Adviser with any certifications, information and access to personnel and resources (including those resources that will permit testing of Sub-Adviser’s compliance policies by the Adviser) that the Adviser may reasonably request to enable the Trust to comply with Rule 38a-1 under the Act. The Sub-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 and/or the Adviser. The Sub-Adviser agrees to cooperate with periodic reviews by the Trust’s and/or the Adviser’s compliance personnel of the Sub-Adviser’s policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust and/or the Adviser from time to time such additional information and certifications in respect of the Sub-Adviser’s policies and procedures, compliance by the Sub-Adviser with federal securities laws and related matters as the Trust’s and/or the Adviser’s compliance personnel may reasonably request. The Sub-Adviser agrees to promptly notify the Adviser of any compliance violations which affect the Fund. 5. The Sub-Adviser will immediately notify the Trust and the Adviser of the occurrence of any event which would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 of the Act or otherwise. The Sub-Adviser will also immediately notify the Trust and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Fund. B. The Trust represents, warrants and agrees that: 1. The the Trust is a statutory trust established pursuant to the laws of State of Delaware; 2. The the Trust is duly registered with the SEC as an investment company under the 1940 Act; 3. The the execution, delivery and performance of this Agreement are within the Trust’s powers, have been and remain duly authorized by all necessary action (including without limitation all necessary approvals and other actions required under the 0000 Xxx) and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on the Trust; 4. No no consent of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and 5. This this Agreement constitutes a legal, valid and binding obligation enforceable against the Trust in accordance with its terms. C. The Adviser represents, warrants and agrees that: 1. The Adviser is a limited liability company duly established and validly existing under the laws of the State of Delaware and is duly qualified to do business and is in good standing under the laws of each jurisdiction where the failure to so qualify would have a material adverse effect on its business; 2. The Adviser is duly registered with the SEC as an “investment adviser” under the Advisers Act; 3. The Adviser has been duly appointed by the Trustees and shareholders of the Trust to provide investment services to the Trust as contemplated by the advisory contract; 4. The the execution, delivery and performance of this Agreement are within Adviser’s powers, have been and remain duly authorized by all necessary corporate action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on Adviser; 5. No no consent of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and 6. This this Agreement constitutes a legal, valid and binding obligation enforceable against Adviser.

Representations Warranties and Agreements. A. The Sub-Adviser Subadviser represents, warrants and agrees that: 1. It is registered with the SEC as an “investment adviser” under the Investment Advisers Act of 1940, as amended (“Advisers Act”). 2. It will maintain, keep current and preserve such records on behalf of the TrustFund, in the manner required or permitted by the Act and the Rules thereunder as are required of an investment adviser of a registered investment company (to the extent applicable), which shall include, without limitation, those records set forth on Schedule C. . The Sub-Adviser Subadviser agrees that such records are the property of the TrustFund, and will shall be surrendered to the Trust Fund or to the Adviser as agent of the Trust Fund promptly upon request of either. The Trust Fund acknowledges that Sub-Adviser Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. 3. It will shall maintain a written code of ethics (the “Code of Ethics”) complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and will shall provide the Trust Fund and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It will shall institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Sub-Adviser Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the TrustFund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Sub-Adviser will Subadviser shall certify to the Trust Fund and to the Adviser that the Sub-Adviser Subadviser 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 Sub-Adviser will Subadviser shall furnish to the Trust and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Sub-Adviser’s Code of Ethics. The Sub-Adviser will permit the Trust and the Adviser to examine the reports required to be made by the Sub-Adviser under Rules 204A-1(b) and 17j-l(d)(1Fund and (1) and this subparagraph. 4. It has adopted and implemented, and throughout the term of this Agreement will shall maintain in effect and implement, written policies and procedures reasonably designed to prevent violation, by it and its supervised persons, of the Advisers Act and the rules that the SEC has adopted under the Advisers Act. Throughout the term of this Agreement, the Sub-Adviser will Subadviser shall provide the Adviser with any certifications, information and access to personnel and resources (including those resources that will permit testing of Sub-AdviserSubadviser’s compliance policies by the Adviser) that the Adviser may reasonably request to enable the Trust Fund to comply with Rule 38a-1 under the Act. The Sub-Adviser Subadviser has provided the Trust Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the Trust Fund and/or the Adviser. The Sub-Adviser Subadviser agrees to cooperate with periodic reviews by the TrustFund’s and/or the Adviser’s compliance personnel of the Sub-AdviserSubadviser’s policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust Fund and/or the Adviser from time to time such additional information and certifications in respect of the Sub-AdviserSubadviser’s policies and procedures, compliance by the Sub-Adviser Subadviser with federal securities laws and related matters as the TrustFund’s and/or the Adviser’s compliance personnel may reasonably request. The Sub-Adviser Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the FundDesignated Series. 5. The Sub-Adviser Subadviser will immediately notify the Trust Fund and the Adviser of the occurrence of any event which would disqualify the Sub-Adviser Subadviser from serving as an investment adviser of an investment company pursuant to Section 9 of the Act or otherwise. The Sub-Adviser Subadviser will also immediately notify the Trust Fund and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the FundDesignated Series. B. The Trust Fund represents, warrants and agrees that: 1. The Trust the Fund is a statutory trust established pursuant to the laws of State of Delaware; 2. The Trust the Fund is duly registered with the SEC as an investment company under the 1940 Act; 3. The the execution, delivery and performance of this Agreement are within the TrustFund’s powers, have been and remain duly authorized by all necessary action (including without limitation all necessary approvals and other actions required under the 0000 Xxx) and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on the TrustFund; 4. No no consent of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and 5. This this Agreement constitutes a legal, valid and binding obligation enforceable against the Trust Fund in accordance with its terms. C. The Adviser represents, warrants and agrees that: 1. The Adviser is a limited liability company corporation duly established and established, validly existing and in good standing under the laws of the State Commonwealth of Delaware Massachusetts and is duly qualified to do business and is in good standing under the laws of each jurisdiction where the failure to so qualify would have a material adverse effect on its business; 2. The Adviser is duly registered with the SEC as an “investment adviser” under the Advisers Act; 3. The Adviser has been duly appointed by the Trustees and shareholders of the Trust Fund to provide investment services to the Trust Fund as contemplated by the advisory contract; 4. The the execution, delivery and performance of this Agreement are within Adviser’s powers, have been and remain duly authorized by all necessary corporate action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on Adviser or under Adviser’s declaration of trust; 5. No no consent of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and 6. This this Agreement constitutes a legal, valid and binding obligation enforceable against Adviser.

Representations Warranties and Agreements. A. The Sub-Adviser represents, warrants and agrees that: 1. It is registered with the SEC as an “investment adviser” under the Investment Advisers Act of 1940, as amended (“Advisers Act”). 2. It will maintain, keep current and preserve such records on behalf of the Trust, in the manner required or permitted by the Act and the Rules thereunder as are required of an investment adviser of a registered investment company (to the extent applicable), which shall include, without limitation, those records set forth on Schedule C. The Sub-Adviser agrees that such records are the property of the Trust, and will be surrendered to the Trust or to the Adviser as agent of the Trust promptly upon request of either. The Trust acknowledges that Sub-Adviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. 3. It will maintain a written code of ethics (the “Code of Ethics”) complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and will provide the Trust and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It will institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Sub-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 Sub-Adviser will certify to the Trust and to the Adviser that the Sub-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, that appropriate action was taken in response to such violation. Annually, the Sub-Adviser will furnish to the Trust and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Sub-Adviser’s Code of Ethics. The Sub-Adviser will permit the Trust and the Adviser to examine the reports required to be made by the Sub-Adviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph. 4. It has adopted and implemented, and throughout the term of this Agreement will maintain in effect and implement, written policies and procedures reasonably designed to prevent violation, by it and its supervised persons, of the Advisers Act and the rules that the SEC has adopted under the Advisers Act. Throughout the term of this Agreement, the Sub-Sub- Adviser will provide the Adviser with any certifications, information and access to personnel and resources (including those resources that will permit testing of Sub-Sub- Adviser’s compliance policies by the Adviser) that the Adviser may reasonably request to enable the Trust to comply with Rule 38a-1 under the Act. The Sub-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 and/or the Adviser. The Sub-Adviser agrees to cooperate with periodic reviews by the Trust’s and/or the Adviser’s compliance personnel of the Sub-Adviser’s policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust and/or the Adviser from time to time such additional information and certifications in respect of the Sub-Adviser’s policies and procedures, compliance by the Sub-Adviser with federal securities laws and related matters as the Trust’s and/or the Adviser’s compliance personnel may reasonably request. The Sub-Adviser agrees to promptly notify the Adviser of any compliance violations which affect the Fund. 5. The Sub-Adviser will immediately notify the Trust and the Adviser of the occurrence of any event which would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 of the Act or otherwise. The Sub-Sub- Adviser will also immediately notify the Trust and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Fund. B. The Trust represents, warrants and agrees that: 1. The Trust is a statutory trust established pursuant to the laws of State of Delaware; 2. The Trust is duly registered with the SEC as an investment company under the 1940 Act; 3. The execution, delivery and performance of this Agreement are within the Trust’s powers, have been and remain duly authorized by all necessary action (including without limitation all necessary approvals and other actions required under the 0000 1900 Xxx) and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on the Trust; 4. No consent of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and 5. This Agreement constitutes a legal, valid and binding obligation enforceable against the Trust in accordance with its terms. C. The Adviser represents, warrants and agrees that: 1. The Adviser is a limited liability company duly established and validly existing under the laws of the State of Delaware and is duly qualified to do business and is in good standing under the laws of each jurisdiction where the failure to so qualify would have a material adverse effect on its business; 2. The Adviser is duly registered with the SEC as an “investment adviser” under the Advisers Act; 3. The Adviser has been duly appointed by the Trustees and shareholders of the Trust to provide investment services to the Trust as contemplated by the advisory contract; 4. The execution, delivery and performance of this Agreement are within Adviser’s powers, have been and remain duly authorized by all necessary corporate action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on Adviser; 5. No consent of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and 6. This Agreement constitutes a legal, valid and binding obligation enforceable against Adviser.

Representations Warranties and Agreements. The undersigned represents and warrants to, and agrees with, the Company, the Attorney-in-Fact, the Custodian, and the Underwriters as follows: A. The Sub-Adviser representsundersigned has full legal right, warrants capacity, power and agrees that: 1authority to enter into and perform this Agreement and the Underwriting Agreement and to give the Irrevocable Instructions, and to sell, transfer, assign and deliver the Shares to be sold by it pursuant to the Underwriting Agreement, free and clear of all liens, encumbrances, equities and claims whatsoever. It If the undersigned is registered acting as a fiduciary, officer, partner, or agent of a Selling Stockholder, the undersigned is enclosing with this Agreement certified copies of the SEC as an “investment adviser” under appropriate instruments pursuant to which the Investment Advisers Act of 1940, as amended (“Advisers Act”)undersigned is authorized to act hereunder. 2. It will maintain, keep current B. The undersigned has reviewed the representations and preserve such records on behalf of the Trust, in the manner required or permitted by the Act and the Rules thereunder as are required of an investment adviser of a registered investment company (to the extent applicable), which shall include, without limitation, those records set forth on Schedule C. The Sub-Adviser agrees that such records are the property of the Trust, and will be surrendered to the Trust or to the Adviser as agent of the Trust promptly upon request of either. The Trust acknowledges that Sub-Adviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. 3. It will maintain a written code of ethics (the “Code of Ethics”) complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and will provide the Trust and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It will institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Sub-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 Sub-Adviser will certify to the Trust and to the Adviser that the Sub-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, that appropriate action was taken in response to such violation. Annually, the Sub-Adviser will furnish to the Trust and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Sub-Adviser’s Code of Ethics. The Sub-Adviser will permit the Trust and the Adviser to examine the reports required warranties to be made by the Sub-Adviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph. 4. It has adopted and implementedundersigned as a Selling Stockholder contained in the Underwriting Agreement, and throughout the term of this Agreement will maintain in effect and implement, written policies and procedures reasonably designed to prevent violation, by it and its supervised persons, of the Advisers Act and the rules that the SEC has adopted under the Advisers Act. Throughout the term of this Agreement, the Sub-Adviser will provide the Adviser with any certifications, information and access to personnel and resources (including those resources that will permit testing of Sub-Adviser’s compliance policies by the Adviser) that the Adviser may reasonably request to enable the Trust to comply with Rule 38a-1 under the Act. The Sub-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 and/or the Adviser. The Sub-Adviser agrees to cooperate with periodic reviews by the Trust’s and/or the Adviser’s compliance personnel of the Sub-Adviser’s policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust and/or the Adviser from time to time such additional information and certifications in respect of the Sub-Adviser’s policies and procedures, compliance by the Sub-Adviser with federal securities laws and related matters as the Trust’s and/or the Adviser’s compliance personnel may reasonably request. The Sub-Adviser agrees to promptly notify the Adviser of any compliance violations which affect the Fund. 5. The Sub-Adviser will immediately notify the Trust and the Adviser of the occurrence of any event which would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 of the Act or otherwise. The Sub-Adviser will also immediately notify the Trust and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Fund. B. The Trust hereby represents, warrants and agrees that: 1. The Trust covenants that each of such representations and warranties is a statutory trust established true and correct as of the date hereof and, except as the undersigned shall have notified the Attorney-in-Fact and Salomon Brothers Inc pursuant to paragraph F of the attached instructions, will be true and correct at all times from the date hereof through and including the time of the closing of the sale of the Shares to the Underwriters (including any closing pursuant to the laws exercise by the Underwriters of State of Delaware; 2the over-allotment option described in the Underwriting Agreement). The Trust is duly registered with undersigned will promptly notify the SEC as an investment company under the 1940 Act; 3. The execution, delivery and performance of this Agreement are within the Trust’s powers, have been and remain duly authorized by all necessary action (including without limitation all necessary approvals and other actions required under the 0000 Xxx) and will not violate or constitute a default under any applicable law or regulation or Attorney-in-Fact of any decree, order, judgment, agreement development that would make any such representation or instrument binding on the Trust; 4. No consent of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and 5. This Agreement constitutes a legal, valid and binding obligation enforceable against the Trust in accordance with its termswarranty untrue. C. The Adviser representsundersigned has no reason to believe that the representations and warranties of the Company contained in the Underwriting Agreement are not true and correct, warrants is familiar with the Registration Statement and has no knowledge of any material fact, condition or information not disclosed in the Prospectus or any supplement thereto which has adversely affected or may adversely affect the business of the Company or any of its subsidiaries; and the sale of the Shares by the Selling Stockholder pursuant to the Underwriting Agreement is not prompted by any information concerning the Company or any of its subsidiaries that is not set forth in the Prospectus or any supplement thereto. D. The undersigned is not directly or indirectly an affiliate of or associated with any member of the National Association of Securities Dealers, Inc. E. Upon execution and delivery of the Underwriting Agreement by the undersigned, the undersigned agrees that:to indemnify and hold harmless the Company, each of its directors, each of its officers who signs the Registration Statement, each Underwriter and each person who controls the Company or any Underwriter, and to contribute to amounts paid as a result of losses, claims, damages, liabilities and expenses, as provided in Section VIII. of the Underwriting Agreement. 1F. Upon execution and delivery of the Underwriting Agreement by the undersigned, (or the Attorney-in-Fact), the undersigned agrees that it will be bound by, and will perform each of the covenants and agreements made by the undersigned as a Selling Stockholder in the Underwriting Agreement. G. The undersigned agrees to deliver to the Attorney-in-Fact such documentation as the Attorney-in-Fact, the Company or the Underwriters or any of their respective counsel may reasonably request in order to effectuate any of the provisions hereof or of the Underwriting Agreement, all of the foregoing to be in form and substance satisfactory in all respects to the requesting party. The Adviser is a limited liability company duly established foregoing representations, warranties and validly existing under agreements are made for the laws of benefit of, and may be relied upon by, the State of Delaware Attorney-in-Fact, the Company, the Custodian, the Underwriters and is duly qualified to do business their respective representatives, agents and is in good standing under the laws of each jurisdiction where the failure to so qualify would have a material adverse effect on its business; 2. The Adviser is duly registered with the SEC as an “investment adviser” under the Advisers Act; 3. The Adviser has been duly appointed by the Trustees and shareholders of the Trust to provide investment services to the Trust as contemplated by the advisory contract; 4. The execution, delivery and performance of this Agreement are within Adviser’s powers, have been and remain duly authorized by all necessary corporate action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on Adviser; 5. No consent of any applicable governmental authority or body is necessary, except for such consents as have been obtained counsel and are in full force and effectaddition to, and all conditions not in limitation of, the representations, warranties and agreements of which have been duly complied with; and 6. This Agreement constitutes a legal, valid and binding obligation enforceable against Adviserthe Selling Stockholder in the Underwriting Agreement.

Representations Warranties and Agreements. A. The Sub-Adviser Subadviser represents, warrants and agrees that: 1. It is registered with the SEC as an “investment adviser” under the Investment Advisers Act of 1940, as amended (“Advisers Act”). 2. It will maintain, keep current and preserve such records on behalf of the TrustFund, in the manner required or permitted by the Act and the Rules thereunder as are required of an investment adviser of a registered investment company (as applicable to the extent applicableservices provided by the Subadviser under this Agreement), which shall include, without limitation, those records set forth on Schedule C. . The Sub-Adviser Subadviser agrees that such records are the property of the TrustFund, and will shall be surrendered to the Trust Fund or to the Adviser as agent of the Trust Fund promptly upon request of either. The Trust Fund acknowledges that Sub-Adviser Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. 3. It will shall maintain a written code of ethics (the “Code of Ethics”) complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and will shall provide the Trust Fund and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It will shall institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Sub-Adviser Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the TrustFund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Sub-Adviser will Subadviser shall certify to the Trust Fund and to the Adviser Adviser, in a form to be mutual agreed by the Subadviser and Adviser, that the Sub-Adviser Subadviser 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, that appropriate action was taken in response to such violation. Annually, the Sub-Adviser will Subadviser shall furnish to the Trust Fund and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Sub-AdviserSubadviser’s Code of Ethics. The Sub-Adviser will permit the Trust and the Adviser to examine the reports required to be made by the Sub-Adviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph. 4. It has adopted and implemented, and throughout the term of this Agreement will shall maintain in effect and implement, written policies and procedures reasonably designed to prevent violation, by it and its supervised persons, of the Advisers Act and the rules that the SEC has adopted under the Advisers Act. Throughout the term of this Agreement, the Sub-Adviser will Subadviser shall provide the Adviser Adviser, in a form to be mutually agreed upon by the Subadviser and Adviser, with any certifications, information and access to personnel and resources (including those resources that will permit testing of Sub-AdviserSubadviser’s compliance policies by the Adviser) that the Adviser may reasonably request to enable the Trust Fund to comply with Rule 38a-1 under the Act. The Sub-Adviser Subadviser has provided the Trust Fund with true and complete copies of its policies and procedures (or summaries thereof) that relate the services to be provided by Subadviser hereunder and related information reasonably requested by the Trust Fund and/or the Adviser. The Sub-Adviser Subadviser agrees to cooperate provide reasonable cooperation with periodic reviews by the TrustFund’s and/or the Adviser’s compliance personnel of the Sub-AdviserSubadviser’s policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust Fund and/or the Adviser from time to time time, in a form to be mutually agreed upon by the Adviser and Subadviser, such additional information and certifications in respect of the Sub-AdviserSubadviser’s policies and procedures, compliance by the Sub-Adviser Subadviser with federal securities laws and related matters as the TrustFund’s and/or the Adviser’s compliance personnel may reasonably request. The Sub-Adviser Subadviser agrees to promptly notify the Adviser if the Subadviser has knowledge of any compliance violations which materially affect the FundDesignated Series. 5. The Sub-Adviser Subadviser will immediately promptly notify the Trust Fund and the Adviser upon the Subadviser’s having knowledge of the occurrence of any event which that the Subadviser believes would disqualify the Sub-Adviser Subadviser from serving as an investment adviser of an investment company pursuant to Section 9 of the Act or otherwise. The Sub-Adviser Subadviser will also immediately promptly notify the Trust Fund and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving if the affairs Designated Series is identified as a party to or the subject of the Fundany such action, suit, proceeding, inquiry or investigation. B. The Trust Fund represents, warrants and agrees that: 1. The Trust the Fund is a statutory trust established pursuant to the laws of State of Delaware; 2. The Trust the Fund is duly registered with the SEC as an investment company under the 1940 Act; 3. The the execution, delivery and performance of this Agreement are within the TrustFund’s powers, have been and remain duly authorized by all necessary action (including without limitation all necessary approvals and other actions required under the 0000 1000 Xxx) and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on the TrustFund; 4. No no consent of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and 5. This this Agreement constitutes a legal, valid and binding obligation enforceable against the Trust Fund in accordance with its terms. C. The Adviser represents, warrants and agrees that: 1. The Adviser is a limited liability company duly established and established, validly existing and in good standing under the laws of the State of Delaware and is duly qualified to do business and is in good standing under the laws of each jurisdiction where the failure to so qualify would have a material adverse effect on its business; 2. The Adviser is duly registered with the SEC as an “investment adviser” under the Advisers Act; 3. The Adviser has been duly appointed by the Trustees and shareholders of the Trust Fund to provide investment services to the Trust Fund as contemplated by the advisory contract; 4. The the execution, delivery and performance of this Agreement are within Adviser’s powers, have been and remain duly authorized by all necessary corporate action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on Adviser; 5. No no consent of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and 6. This this Agreement constitutes a legal, valid and binding obligation enforceable against Adviser.

Representations Warranties and Agreements. A. The Sub-Adviser Company hereby represents, warrants and agrees thatas follows: 1. It is registered with the SEC as an “investment adviser” under the Investment Advisers Act of 1940, as amended (“Advisers Act”). 2. It will maintain, keep current and preserve such records on behalf of the Trust, in the manner required or permitted by the Act and the Rules thereunder as are required of an investment adviser of a registered investment company (to the extent applicable), which shall include, without limitation, those records set forth on Schedule C. i) The Sub-Adviser agrees that such records are the property of the Trust, and will be surrendered to the Trust or to the Adviser as agent of the Trust promptly upon request of either. The Trust acknowledges that Sub-Adviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. 3. It will maintain a written code of ethics (the “Code of Ethics”) complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and will provide the Trust and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It will institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Sub-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 Sub-Adviser will certify to the Trust and to the Adviser that the Sub-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, that appropriate action was taken in response to such violation. Annually, the Sub-Adviser will furnish to the Trust and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Sub-Adviser’s Code of Ethics. The Sub-Adviser will permit the Trust and the Adviser to examine the reports required to be made by the Sub-Adviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph. 4. It has adopted and implemented, and throughout the term of this Agreement will maintain in effect and implement, written policies and procedures reasonably designed to prevent violation, by it and its supervised persons, of the Advisers Act and the rules that the SEC has adopted under the Advisers Act. Throughout the term of this Agreement, the Sub-Adviser will provide the Adviser with any certifications, information and access to personnel and resources (including those resources that will permit testing of Sub-Adviser’s compliance policies by the Adviser) that the Adviser may reasonably request to enable the Trust to comply with Rule 38a-1 under the Act. The Sub-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 and/or the Adviser. The Sub-Adviser agrees to cooperate with periodic reviews by the Trust’s and/or the Adviser’s compliance personnel of the Sub-Adviser’s policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust and/or the Adviser from time to time such additional information and certifications in respect of the Sub-Adviser’s policies and procedures, compliance by the Sub-Adviser with federal securities laws and related matters as the Trust’s and/or the Adviser’s compliance personnel may reasonably request. The Sub-Adviser agrees to promptly notify the Adviser of any compliance violations which affect the Fund. 5. The Sub-Adviser will immediately notify the Trust and the Adviser of the occurrence of any event which would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 of the Act or otherwise. The Sub-Adviser will also immediately notify the Trust and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Fund. B. The Trust represents, warrants and agrees that: 1. The Trust is a statutory trust established pursuant to the laws of State of Delaware; 2. The Trust Company is duly registered with the SEC as an investment company under the 1940 Act; 3. The executionorganized, delivery and performance of this Agreement are within the Trust’s powers, have been and remain duly authorized by all necessary action (including without limitation all necessary approvals and other actions required under the 0000 Xxx) and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on the Trust; 4. No consent of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and 5. This Agreement constitutes a legal, valid and binding obligation enforceable against the Trust in accordance with its terms. C. The Adviser represents, warrants and agrees that: 1. The Adviser is a limited liability company duly established and validly existing and in good standing under the laws of the State of Delaware and is duly qualified to do business and is in good standing under the laws of each jurisdiction where the failure to so qualify would have a material adverse effect on its business; 2Delaware. The Adviser is duly registered with Company has the SEC requisite corporate power and authority to execute and deliver this Agreement and the Lender Warrant and to perform its obligations under this Agreement, the Lender Warrant and the Existing Convertible Notes, as an “investment adviser” under amended hereby (as so amended, the Advisers Act; 3"Convertible Notes"). The Adviser has been duly appointed execution and delivery by the Trustees and shareholders of the Trust to provide investment services to the Trust as contemplated by the advisory contract; 4. The execution, delivery and performance Company of this Agreement are within Adviser’s powersand the Lender Warrant, and the performance by the Company of its obligations under this Agreement, the Lender Warrant and the Convertible Notes, have been and remain duly authorized by all necessary requisite corporate action on the part of the Company. This Agreement and the Lender Warrant have been duly executed and delivered to the Lender by the Company. This Agreement, the Lender Warrant and the Convertible Notes are enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforcement of creditors' rights generally and by general principles of equity. (ii) The execution and delivery by the Company of this Agreement and the Lender Warrant, and the performance by the Company of its obligations under this Agreement, the Lender Warrant and the Convertible Notes, will not violate or constitute conflict with the organizational documents of the Company or any requirement of law or contractual obligation of the Company and will not result in, or require, the creation or imposition of any lien on any of the properties or revenues of the Company. (iii) The shares of Common Stock issuable under the Lender Warrant (the "Transaction Shares") are duly authorized and, when issued in accordance with the terms of the Lender Warrant, will be duly and validly issued, fully paid and non-assessable, free from all taxes and liens with respect to the issue thereof. (iv) The authorized and outstanding capital stock of the Company are as described on Schedule 5A. Except as described on Schedule 5A, (a) there are no outstanding warrants, options or other rights to acquire, or instruments (other than the Existing Convertible Notes) convertible into or exchangeable for, any unissued shares of capital stock of the Company (such warrants, options, rights and convertible instruments being herein called "Derivative Securities"), and (b) there are no anti-dilution or price adjustment provisions contained in the terms governing any outstanding Derivative Securities that will be triggered by the execution and delivery of this Amendment or the Lender Warrant or the issuance of any Transaction Shares. No stockholder of the Company or other person has any right of first refusal, preemptive right, right of participation or any similar right to participate in the acquisition of the Lender Warrant or any Transaction Shares (collectively, the "Transaction Securities"). (v) The Common Stock is registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and is listed on the Nasdaq Global Market (the "Principal Market"). The Company has taken no action designed to, or likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act or delisting, for any reason, the Common Stock from the Principal Market. The Company is in compliance with all of the presently applicable requirements for continued listing of the Common Stock on the Principal Market. (vi) No form of general solicitation or general advertising was used by the Company or any representative thereof in connection with the transactions contemplated by this Agreement. Assuming the accuracy of the Lender's representations in Section 5B below, no registration or qualification of the Transaction Securities pursuant to the provisions of the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws will be required as a default result of the transactions contemplated by this Agreement other than the filing of a Form D. The Company will not, and will cause each person acting on its behalf not to, take any action (or fail to take any action) so as to require the registration of any Transaction Securities pursuant to the provisions of the Securities Act or any state securities laws, unless such Transaction Securities are so registered and qualified. B. The Lender hereby represents, warrants and agrees as follows: (i) The Transaction Securities have not been, nor will they be, registered under the Securities Act or any state securities laws by reason of their contemplated issuance in transactions exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof or Rule 506 promulgated under the Securities Act and applicable state securities laws, and the reliance of the Company and others upon these exemptions is predicated in part upon this representation by Lender and that the Transaction Securities are "restricted" securities and may not be transferred or resold without (a) registration under the Securities Act and any applicable law state securities laws, or regulation (b) an exemption from the requirements of the Securities Act and applicable state securities laws. (ii) The Lender Warrant and the certificate(s) for the Transaction Shares shall contain the following legend unless and until such time as the Company receives (a) a representation that the Lender is not (and has not been at any time within the past 90 days) an affiliate of the Company, and (b) a reasonably satisfactory opinion of counsel (from Lender's counsel) that the applicable one-year holding period under Rule 144 promulgated under the Securities Act for the Transaction Securities has been met, in which case there shall be no legend on the Transaction Securities: "THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, AND APPLICABLE STATE SECURITIES LAWS, COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (B) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION." (iii) The Transaction Securities are being acquired for investment for Lender's own account, not as a nominee or agent, and not with a view to the resale or distribution of any decreepart thereof, orderand that Lender has no present intention of selling, judgmentgranting any participation in, or otherwise distributing the same. Lender does not have any contract, undertaking, agreement or instrument binding on Adviser; 5arrangement with any third-party to sell, transfer or grant participations to such third-party or to any third-person, with respect to the Transaction Securities. No consent (iv) Lender (a) is an "accredited investor" within the meaning of any applicable governmental authority or body is necessarySEC Rule 501 of Regulation D promulgated under the Securities Act, except for such consents as have been obtained and are presently in full force and effect, (b) it is experienced in evaluating and all conditions investing in securities of which have been duly complied with; and 6. This Agreement constitutes a legalcompanies in the development stage and acknowledges that it is able to fend for itself, valid (c) it can bear the economic risk of its investment, and binding obligation enforceable against Adviser(d) it has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Transaction Securities.

Representations Warranties and Agreements. A. The Sub-Adviser represents, warrants and agrees that: 1. It is registered with the SEC as an “investment adviser” under the Investment Advisers Act of 1940, as amended (“Advisers Act”). 2. It will maintain, keep current and preserve such records on behalf of the Trust, in the manner required or permitted by the Act and the Rules thereunder as are required of an investment adviser of a registered investment company (to the extent applicable), which shall include, without limitation, those records set forth on Schedule C. The Sub-Adviser agrees that such records are the property of the Trust, and will be surrendered to the Trust or to the Adviser as agent of the Trust promptly upon request of either. The Trust acknowledges that Sub-Adviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. 3. It will maintain a written code of ethics (the “Code of Ethics”) complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and will provide the Trust and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It will institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Sub-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 Sub-Adviser will certify to the Trust and to the Adviser that the Sub-Sub- 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, that appropriate action was taken in response to such violation. Annually, the Sub-Adviser will furnish to the Trust and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Sub-Adviser’s Code of Ethics. The Sub-Adviser will permit the Trust and the Adviser to examine the reports required to be made by the Sub-Adviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph. 4. It has adopted and implemented, and throughout the term of this Agreement will maintain in effect and implement, written policies and procedures reasonably designed to prevent violation, by it and its supervised persons, of the Advisers Act and the rules that the SEC has adopted under the Advisers Act. Throughout the term of this Agreement, the Sub-Adviser will provide the Adviser with any certifications, information and access to personnel and resources (including those resources that will permit testing of Sub-Adviser’s compliance policies by the Adviser) that the Adviser may reasonably request to enable the Trust to comply with Rule 38a-1 under the Act. The Sub-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 and/or the Adviser. The Sub-Adviser agrees to cooperate with periodic reviews by the Trust’s and/or the Adviser’s compliance personnel of the Sub-Adviser’s policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust and/or the Adviser from time to time such additional information and certifications in respect of the Sub-Adviser’s policies and procedures, compliance by the Sub-Adviser with federal securities laws and related matters as the Trust’s and/or the Adviser’s compliance personnel may reasonably request. The Sub-Adviser agrees to promptly notify the Adviser of any compliance violations which affect the Fund. 5. The Sub-Adviser will immediately notify the Trust and the Adviser of the occurrence of any event which would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 of the Act or otherwise. The Sub-Adviser will also immediately notify the Trust and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Fund. B. The Trust represents, warrants and agrees that: 1. The Trust is a statutory trust established pursuant to the laws of State of Delaware; 2. The Trust is duly registered with the SEC as an investment company under the 1940 Act; 3. The execution, delivery and performance of this Agreement are within the Trust’s powers, have been and remain duly authorized by all necessary action (including without limitation all necessary approvals and other actions required under the 0000 Xxx) and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on the Trust; 4. No consent of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and 5. This Agreement constitutes a legal, valid and binding obligation enforceable against the Trust in accordance with its terms. C. The Adviser represents, warrants and agrees that: 1. The Adviser is a limited liability company duly established and validly existing under the laws of the State of Delaware and is duly qualified to do business and is in good standing under the laws of each jurisdiction where the failure to so qualify would have a material adverse effect on its business; 2. The Adviser is duly registered with the SEC as an “investment adviser” under the Advisers Act; 3. The Adviser has been duly appointed by the Trustees and shareholders of the Trust to provide investment services to the Trust as contemplated by the advisory contract; 4. The execution, delivery and performance of this Agreement are within Adviser’s powers, have been and remain duly authorized by all necessary corporate action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on Adviser; 5. No consent of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and 6. This Agreement constitutes a legal, valid and binding obligation enforceable against Adviser.

Representations Warranties and Agreements. A. The Sub-Adviser represents, warrants and agrees that: 1. It is registered with the SEC as an “"investment adviser” " under the Investment Advisers Act of 1940, as amended (“"Advisers Act”"). 2. It is licensed with the Securities and Futures Commission in Hong Kong (CE No. ALK083) to engage in type I (dealing in securities), type 4 (advising on securities) and type 9 (asset management) regulated activities under the Securities and Future Ordinance. It is under the license condition that "For Type 1 regulated activity, the licensee shall not provide stock brokerage services." 3. It will maintain, keep current and preserve such records on behalf of the Trust, in the manner required or permitted by the Act and the Rules thereunder as are required of an investment adviser of a registered investment company (to the extent applicable), which shall include, without limitation, those records set forth on Schedule C. The Sub-Adviser agrees that such records are the property of the Trust, and will be surrendered to the Trust or to the Adviser as agent of the Trust promptly upon request of either. The Trust acknowledges that the Sub-Adviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. 34. It will maintain a written code of ethics (the “"Code of Ethics”") complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and will provide the Trust and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It will institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Sub-Adviser acknowledges receipt of the written code of ethics adopted by and on behalf of the Trust. Each calendar quarter month while this Agreement is in effect, a duly authorized compliance officer of the Sub-Adviser will certify to the Trust and to the Adviser to the best of its knowledge that the Sub-Adviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter month and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(bl 7j-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, that appropriate action was taken in response to such violation. Annually, the Sub-Adviser will furnish to the Trust and the Adviser a written report which complies with the requirements of Rule 17j-1 l 7j-l concerning the Sub-Adviser’s 's Code of Ethics. The Sub-Adviser will permit the Trust and the Adviser to examine the reports required to be made by the Sub-Adviser under Rules 204A-1(b204A-l(b) and 17jl 7j-l(d)(1l(d)(l) and this subparagraph. 45. It has adopted and implemented, and throughout the term of this Agreement will maintain in effect and implement, written policies and procedures reasonably designed to prevent violation, by it and its supervised persons, of (i) the Advisers Act and the rules that the SEC has adopted under the Advisers Act, and (ii) the "federal securities laws," as that term is defined in Rule 38a-1 under the Act). Throughout the term of this Agreement, the Sub-Sub Adviser will provide the Adviser with any certifications, information and access to personnel and resources (including those resources that will permit testing of Sub-Sub Adviser’s 's compliance policies by the Adviser) that the Adviser may reasonably request to enable the Trust to comply with Rule 38a-1 under the Act. The Sub-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 and/or the Adviser. The Sub-Adviser agrees to cooperate with periodic reviews by the Trust’s 's and/or the Adviser’s 's compliance personnel of the Sub-Adviser’s 's policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust and/or the Adviser from time to time such additional information and certifications in respect of the Sub-Adviser’s 's policies and procedures, compliance by the Sub-Adviser with the federal securities laws and related matters as the Trust’s 's and/or the Adviser’s 's compliance personnel may reasonably request. The Sub-Adviser agrees to promptly notify the Adviser of any compliance violations which affect the Fund. 56. The Sub-Adviser will immediately notify the Trust and the Adviser of the occurrence of any event which would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 of the Act or otherwise. The Sub-Adviser will also immediately notify the Trust and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any courtcou11, public board or body, involving the affairs of the Fund. Notwithstanding the above, the Sub-Adviser shall not be required to notify the Trust or Adviser of such notice if it is legally prevented (by deposition, interrogatory, request for documents, subpoena, civil investigation, regulatory inquiry, demand, order or similar process) to making such notification. B. The Trust represents, warrants and agrees that: 1. The Trust is a statutory trust established pursuant to the laws of State of Delaware; 2. The Trust is duly registered with the SEC as an investment company under the 1940 Act; 3. The execution, delivery and performance of this Agreement are within the Trust’s 's powers, have been and remain duly authorized by all necessary action (including without limitation all necessary approvals and other actions required under the 0000 XxxAct) and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on the Trust; 4. No consent of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and 5. This Agreement constitutes a legal, valid and binding obligation enforceable against the Trust in accordance with its terms. C. The Adviser represents, warrants and agrees that: 1. The Adviser is a limited liability company duly established and validly existing under the laws of the State of Delaware and is duly qualified to do business and is in good standing under the laws of each jurisdiction where the failure to so qualify would have a material adverse effect on its business; 2. The Adviser is duly registered with the SEC as an “investment adviser” under the Advisers Act; 3. The Adviser has been duly appointed by the Trustees and shareholders of the Trust to provide investment services to the Trust as contemplated by the advisory contract; 4. The execution, delivery and performance of this Agreement are within Adviser’s powers, have been and remain duly authorized by all necessary corporate action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on Adviser; 5. No consent of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and 6. This Agreement constitutes a legal, valid and binding obligation enforceable against Adviser.

Representations Warranties and Agreements. A. The Sub-Adviser represents, warrants and agrees that: 1. It is registered with the SEC as an “investment adviser” under the Investment Advisers Act of 1940, as amended (“Advisers Act”). 2. It will maintain, keep current and preserve such records on behalf of the Trust, in the manner required or permitted by the Act and the Rules thereunder as are required of an investment adviser of a registered investment company (to the extent applicable), which shall include, without limitation, those records set forth on Schedule C. The Sub-Adviser agrees that such records are the property of the Trust, and will be surrendered to the Trust or to the Adviser as agent of the Trust promptly upon request of either. The Trust acknowledges that Sub-Adviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. 3. It will maintain a written code of ethics (the “Code of Ethics”) complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and will provide the Trust and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It will institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Sub-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 Sub-Adviser will certify to the Trust and to the Adviser that the Sub-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, that appropriate action was taken in response to such violation. Annually, the Sub-Adviser will furnish to the Trust and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Sub-Adviser’s Code of Ethics. The Sub-Adviser will permit the Trust and the Adviser to examine the reports required to be made by the Sub-Adviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph. 4. It has adopted and implemented, and throughout the term of this Agreement will maintain in effect and implement, written policies and procedures reasonably designed to prevent violation, by it and its supervised persons, of the Advisers Act and the rules that the SEC has adopted under the Advisers Act. Throughout the term of this Agreement, the Sub-Adviser will provide the Adviser with any certifications, information and access to personnel and resources (including those resources that will permit testing of Sub-Adviser’s compliance policies by the Adviser) that the Adviser may reasonably request to enable the Trust to comply with Rule 38a-1 under the Act. The Sub-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 and/or the Adviser. The Sub-Adviser agrees to cooperate with periodic reviews by the Trust’s and/or the Adviser’s compliance personnel of the Sub-Adviser’s policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust and/or the Adviser from time to time such additional information and certifications in respect of the Sub-Adviser’s policies and procedures, compliance by the Sub-Adviser with federal securities laws and related matters as the Trust’s and/or the Adviser’s compliance personnel may reasonably request. The Sub-Adviser agrees to promptly notify the Adviser of any compliance violations which affect the Fund. 5. The Sub-Adviser will immediately promptly notify the Trust and the Adviser of the occurrence of any event which would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 of the Act or otherwise. The Sub-Adviser will also immediately promptly notify the Trust and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the FundFund to the extent such notice is permitted under applicable law. B. The Trust represents, warrants and agrees that: 1. The Trust is a statutory trust established pursuant to the laws of State of Delaware; 2. The Trust is duly registered with the SEC as an investment company under the 1940 Act; 3. The execution, delivery and performance of this Agreement are within the Trust’s powers, have been and remain duly authorized by all necessary action (including without limitation all necessary approvals and other actions required under the 0000 1000 Xxx) and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on the Trust; 4. No consent of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and 5. This Agreement constitutes a legal, valid and binding obligation enforceable against the Trust in accordance with its terms. C. The Adviser represents, warrants and agrees that: 1. The Adviser is a limited liability company duly established and validly existing under the laws of the State of Delaware and is duly qualified to do business and is in good standing under the laws of each jurisdiction where the failure to so qualify would have a material adverse effect on its business; 2. The Adviser is duly registered with the SEC as an “investment adviser” under the Advisers Act; 3. The Adviser has been duly appointed by the Trustees and shareholders of the Trust to provide investment services to the Trust as contemplated by the advisory contract; 4. The execution, delivery and performance of this Agreement are within Adviser’s powers, have been and remain duly authorized by all necessary corporate action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on Adviser; 5. No consent of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and 6. This Agreement constitutes a legal, valid and binding obligation enforceable against Adviser.

Representations Warranties and Agreements. A. The Sub-Adviser Subadviser represents, warrants and agrees that: 1. It it is a limited liability company duly established, validly existing and in good standing under the laws of the State of Delaware and is duly qualified to do business and is in good standing under the laws of each jurisdiction where the failure to so qualify would have a material adverse effect on its business; 2. it is duly registered with the SEC as an “investment adviser” under the Investment Advisers Act of 1940, as amended (“Advisers Act”).; 23. the execution, delivery and performance of this Agreement are within the Subadviser’s powers, have been and remain duly authorized by all necessary corporate action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on the Subadviser; 4. no consent of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; 5. this Agreement constitutes a legal, valid and binding obligation enforceable against the Subadviser; 6. It will maintain, keep current and preserve such records on behalf of the TrustFund, in the manner required or permitted by the Act and the Rules thereunder as are required of an investment adviser of a registered investment company (to the extent applicable), which shall include, without limitation, those records set forth on Schedule C. . The Sub-Adviser Subadviser agrees that such records are the property of the TrustFund, and will shall be surrendered to the Trust Fund or to the Adviser as agent of the Trust Fund promptly upon request of either. The Trust Fund acknowledges that Sub-Adviser Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. 37. It will shall maintain a written code of ethics (the “Code of Ethics”) complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and will shall provide the Trust Fund and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It will shall institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Sub-Adviser Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the TrustFund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Sub-Adviser will Subadviser shall certify to the Trust Fund and to the Adviser that the Sub-Adviser Subadviser 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 Sub-Adviser will Subadviser shall furnish to the Trust Fund and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Sub-AdviserSubadviser’s Code of Ethics. The Sub-Adviser will Subadviser shall permit the Trust Fund and the Adviser to examine the reports required to be made by the Sub-Adviser Subadviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph. 48. It has adopted and implemented, and throughout the term of this Agreement will shall maintain in effect and implement, written policies and procedures reasonably designed to prevent violationviolations, by it and its supervised persons, of the Advisers Act and the rules that the SEC has adopted under the Advisers Act. Throughout the term of this Agreement, the Sub-Adviser will Subadviser shall provide the Adviser with any certifications, information and access to personnel and resources (including those resources that will permit testing of Sub-AdviserSubadviser’s compliance policies by the Adviser) that the Adviser may reasonably request to enable the Trust Fund to comply with Rule 38a-1 under the Act. The Sub-Adviser Subadviser has provided the Trust Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the Trust Fund and/or the Adviser. The Sub-Adviser Subadviser agrees to cooperate with periodic reviews by the TrustFund’s and/or the Adviser’s compliance personnel of the Sub-AdviserSubadviser’s policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust Fund and/or the Adviser from time to time such additional information and certifications in respect of the Sub-AdviserSubadviser’s policies and procedures, compliance by the Sub-Adviser Subadviser with federal securities laws and related matters as the TrustFund’s and/or the Adviser’s compliance personnel may reasonably request. The Sub-Adviser Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the FundDesignated Series. 59. The Sub-Adviser Subadviser will immediately notify the Trust Fund and the Adviser of the occurrence of any event which would disqualify the Sub-Adviser Subadviser from serving as an investment adviser of an investment company pursuant to Section 9 of the Act or otherwise. The Sub-Adviser Subadviser will also immediately notify the Trust Fund and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the FundDesignated Series. B. The Trust Fund represents, warrants and agrees that: 1. The Trust the Fund is a statutory trust established pursuant to the laws of State of Delaware; 2. The Trust the Fund is duly registered with the SEC as an investment company under the 1940 Act; 3. The the execution, delivery and performance of this Agreement are within the TrustFund’s powers, have been and remain duly authorized by all necessary action (including without limitation all necessary approvals and other actions required under the 0000 Xxx) and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on the TrustFund; 4. No no consent of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and 5. This this Agreement constitutes a legal, valid and binding obligation enforceable against the Trust Fund in accordance with its terms. C. The Adviser represents, warrants and agrees that: 1. The the Adviser is a limited liability company corporation duly established and established, validly existing and in good standing under the laws of the State Commonwealth of Delaware Massachusetts and is duly qualified to do business and is in good standing under the laws of each jurisdiction where the failure to so qualify would have a material adverse effect on its business; 2. The Adviser is duly registered with the SEC as an “investment adviser” under the Advisers Act; 3. The Adviser has been duly appointed by the Trustees and shareholders of the Trust Fund to provide investment services to the Trust Fund as contemplated by the advisory contract; 4. The the execution, delivery and performance of this Agreement are within Adviser’s powers, have been and remain duly authorized by all necessary corporate action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on Adviser; 5. No no consent of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and 6. This this Agreement constitutes a legal, valid and binding obligation enforceable against Adviser.

Representations Warranties and Agreements. A. The Sub-Adviser representsGECAS represents and warrants to, warrants and agrees with, each Underwriter that: 1. It is registered (a) None of (i) the Registration Statement, on the Effective Date and at the Execution Time, and the Prospectus (together with any supplement thereto), on the date of any filing pursuant to Rule 424(b) and on the Closing Date, (ii) the Disclosure Package, and each Electronic Roadshow when taken together as a whole with the SEC as an “investment adviser” under Disclosure Package, and (iii) each Issuer Free Writing Prospectus with respect to the Investment Advisers Act of 1940, as amended (“Advisers Act”). 2. It will maintain, keep current and preserve such records on behalf of the Trust, GECAS Information contained in the manner required Registration Statement (including any document incorporated by reference therein that has not been superseded or permitted by the Act and the Rules thereunder as are required of an investment adviser modified) contain or will contain any untrue statement of a registered investment company (material fact or omit to the extent applicable), which shall include, without limitation, those records set forth on Schedule C. The Sub-Adviser agrees that such records are the property of the Trust, and will be surrendered to the Trust or to the Adviser as agent of the Trust promptly upon request of either. The Trust acknowledges that Sub-Adviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. 3. It will maintain a written code of ethics (the “Code of Ethics”) complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and will provide the Trust and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It will institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Sub-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 Sub-Adviser will certify to the Trust and to the Adviser that the Sub-Adviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no state any 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, that appropriate action was taken in response to such violation. Annually, the Sub-Adviser will furnish to the Trust and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Sub-Adviser’s Code of Ethics. The Sub-Adviser will permit the Trust and the Adviser to examine the reports fact required to be made by stated therein or necessary in order to make the Sub-Adviser under Rules 204A-1(bstatements contained therein not misleading; provided that the representations and warranties set forth in this Section 2(a) and 17j-l(d)(1) and this subparagraphare limited to the GECAS Information. 4. It has adopted and implemented, and throughout the term of this Agreement will maintain in effect and implement, written policies and procedures reasonably designed to prevent violation, by it and its supervised persons, of the Advisers Act and the rules that the SEC has adopted under the Advisers Act. Throughout the term of this Agreement, the Sub-Adviser will provide the Adviser with any certifications, information and access to personnel and resources (including those resources that will permit testing of Sub-Adviser’s compliance policies by the Adviserb) that the Adviser may reasonably request to enable the Trust to comply with Rule 38a-1 under the Act. The Sub-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 and/or the Adviser. The Sub-Adviser agrees to cooperate with periodic reviews by the Trust’s and/or the Adviser’s compliance personnel of the Sub-Adviser’s policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust and/or the Adviser from time to time such additional information and certifications in respect of the Sub-Adviser’s policies and procedures, compliance by the Sub-Adviser with federal securities laws and related matters as the Trust’s and/or the Adviser’s compliance personnel may reasonably request. The Sub-Adviser agrees to promptly notify the Adviser of any compliance violations which affect the Fund. 5. The Sub-Adviser will immediately notify the Trust and the Adviser of the occurrence of any event which would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 of the Act or otherwise. The Sub-Adviser will also immediately notify the Trust and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Fund. B. The Trust represents, warrants and agrees that: 1. The Trust is a statutory trust established pursuant to the laws of State of Delaware; 2. The Trust Each GECAS Entity is duly registered with the SEC as an investment company under the 1940 Act; 3. The execution, delivery and performance of this Agreement are within the Trust’s powers, have been and remain duly authorized by all necessary action (including without limitation all necessary approvals and other actions required under the 0000 Xxx) and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on the Trust; 4. No consent of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and 5. This Agreement constitutes a legal, valid and binding obligation enforceable against the Trust in accordance with its terms. C. The Adviser represents, warrants and agrees that: 1. The Adviser is a limited liability company duly established organized and validly existing under the laws of the State its jurisdiction of Delaware organization and is duly qualified to do business in each jurisdiction in which its performance of this Agreement and the Operative Documents to which it is a party (the "GECAS Relevant Documents") requires such qualification, except where the failure to be so qualified would not reasonably be expected to have a material adverse effect on its performance of this Agreement and the GECAS Relevant Documents. (c) Each GECAS Entity that is a party to the GECAS Relevant Documents (each, a "GECAS Party") is an entity duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its organization. Each GECAS Party is duly registered and qualified to conduct its business and is in good standing in each jurisdiction in which the performance of the GECAS Relevant Documents to which it is a party requires such qualification, except where the failure to be so qualify qualified or in good standing would not reasonably be expected to have a material adverse effect on its business; 2Material Adverse Effect. The Adviser is duly registered with the SEC as an “investment adviser” under the Advisers Act; 3. The Adviser has been duly appointed by the Trustees and shareholders of the Trust to provide investment services to the Trust as contemplated by the advisory contract; 4. The execution, delivery and performance of this Agreement are within Adviser’s powers, have been and remain duly authorized by all necessary corporate action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on Adviser; 5. No consent of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and 6. This Agreement constitutes a legal, valid and binding obligation enforceable against Adviser.

Representations Warranties and Agreements. A. The Sub-Adviser Placement Agent hereby represents, warrants and agrees that: 1. It is registered with covenants to the SEC Company as an “investment adviser” under the Investment Advisers Act of 1940, as amended (“Advisers Act”). 2. It will maintain, keep current and preserve such records on behalf of the Trustdate hereof, in the manner required or permitted by the Act and the Rules thereunder as are required of an investment adviser of a registered investment company (to the extent applicable), which shall include, without limitation, those records set forth on Schedule C. The Sub-Adviser agrees that such records are the property of the Trust, and will be surrendered to the Trust or to the Adviser as agent Closing Date of the Trust promptly upon request of either. The Trust acknowledges Offering that Sub-Adviser may retain copies of all records required to meet the record retention requirements imposed by law offering and regulation. 3. It will maintain a written code of ethics (the “Code of Ethics”) complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and will provide the Trust and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It will institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Sub-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 Sub-Adviser will certify to the Trust and to the Adviser that the Sub-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, that appropriate action was taken in response to such violation. Annually, the Sub-Adviser will furnish to the Trust and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Sub-Adviser’s Code of Ethics. The Sub-Adviser will permit the Trust and the Adviser to examine the reports required to be made by the Sub-Adviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph. 4. It has adopted and implemented, and throughout the term of this Agreement will maintain in effect and implement, written policies and procedures reasonably designed to prevent violation, by it and its supervised persons, of the Advisers Act and the rules that the SEC has adopted under the Advisers Act. Throughout the term of this Agreement, the Sub-Adviser will provide the Adviser with any certifications, information and access to personnel and resources (including those resources that will permit testing of Sub-Adviser’s compliance policies by the Adviser) that the Adviser may reasonably request to enable the Trust to comply with Rule 38a-1 under the Act. The Sub-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 and/or the Adviser. The Sub-Adviser agrees to cooperate with periodic reviews by the Trust’s and/or the Adviser’s compliance personnel of the Sub-Adviser’s policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust and/or the Adviser from time to time such additional information and certifications in respect of the Sub-Adviser’s policies and procedures, compliance by the Sub-Adviser with federal securities laws and related matters as the Trust’s and/or the Adviser’s compliance personnel may reasonably request. The Sub-Adviser agrees to promptly notify the Adviser of any compliance violations which affect the Fund. 5. The Sub-Adviser will immediately notify the Trust and the Adviser of the occurrence of any event which would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 of the Act or otherwise. The Sub-Adviser will also immediately notify the Trust and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Fund. B. The Trust represents, warrants and agrees that: 1. The Trust is a statutory trust established pursuant to the laws of State of Delaware; 2. The Trust is duly registered with the SEC as an investment company under the 1940 Act; 3. The execution, delivery and performance of this Agreement are within the Trust’s powers, have been and remain duly authorized by all necessary action (including without limitation all necessary approvals and other actions required under the 0000 Xxx) and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on the Trust; 4. No consent of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and 5. This Agreement authorized, executed and delivered by the Placement Agent, and each constitutes a legalvalid, valid legal and binding obligation of the Placement Agent, enforceable against the Trust Placement Agent in accordance with its terms. C. , except as rights to indemnity hereunder may be limited by federal or state securities laws and except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity. The Adviser Company hereby represents, warrants and agrees thatcovenants to the Placement Agent as of the date hereof, and as of the Closing Date of the Offering, as follows: 1(a) The Company has prepared and filed in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder (the “Rules and Regulations”) adopted by the Securities and Exchange Commission (the “Commission”), a “shelf” Registration Statement (as hereinafter defined) on Form S-3 (File No. 333-172190) which became effective as of April 13, 2011 (the “Effective Date”), including a base prospectus relating to the Common Stock (the “Base Prospectus”), and such amendments and supplements thereto as may have been required to the date of this Agreement. The Adviser term “Registration Statement” as used in this Agreement means the registration statement (including all exhibits, financial schedules and all documents and information deemed to be a part of the Registration Statement pursuant to Rule 430A of the Rules and Regulations), and as amended and/or supplemented to the date of this Agreement, including the Base Prospectus. The Registration Statement is a limited liability company duly established and validly existing effective under the laws Securities Act and no stop order preventing or suspending the effectiveness of the State Registration Statement or any post-effective amendment thereto or suspending or preventing the use of Delaware the Prospectus (defined below) has been issued by the Commission and no proceedings for that purpose have been, to the best of the Company’s knowledge, instituted or threatened by the Commission. The Company, if required by the Rules and Regulations of the Commission, will file the Prospectus (as defined below), with the Commission pursuant to Rule 424(b) of the Rules and Regulations. The term “Prospectus” as used in this Agreement means the Prospectus, in the form in which it is duly qualified to do business be filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations, or, if the Prospectus is not to be filed with the Commission pursuant to Rule 424(b), the Prospectus in good standing the form included as part of the Registration Statement as of the Effective Date, except that if any revised prospectus or prospectus supplement shall be provided to the Placement Agent by the Company for use in connection with the offering and sale of the Stock which differs from the Prospectus (whether or not such revised prospectus or prospectus supplement is required to be filed by the Company pursuant to Rule 424(b) of the Rules and Regulations), the term “Prospectus” shall refer to such revised prospectus or prospectus supplement, as the case may be, from and after the time it is first provided to the Placement Agent for such use (or in the form first made available to the Placement Agent by the Company to meet requests of prospective purchasers pursuant to Rule 173 under the laws of each jurisdiction where Securities Act). Any preliminary prospectus or prospectus subject to completion included in the failure to so qualify would have a material adverse effect on its business; 2. The Adviser is duly registered Registration Statement or filed with the SEC as an Commission pursuant to Rule 424 of the Rules and Regulations is hereafter called a “investment adviserPreliminary Prospectus.” Any reference herein to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Advisers Securities Exchange Act of 1934, as amended (the “Exchange Act; 3. The Adviser has been duly appointed by ”), on or before the Trustees and shareholders last to occur of the Trust to provide investment services Effective Date, the date of the Preliminary Prospectus, or the date of the Prospectus, and any reference herein to the Trust as contemplated by terms “amend,” “amendment,” or “supplement” with respect to the advisory contract; 4. The executionRegistration Statement, delivery any Preliminary Prospectus or the Prospectus shall be deemed to refer to and performance of this Agreement are within Adviser’s powers, have been and remain duly authorized by all necessary corporate action and will not violate or constitute a default under any applicable law or regulation or include (i) the filing of any decreedocument under the Exchange Act after the Effective Date, orderthe date of such Preliminary Prospectus or the date of the Prospectus, judgmentas the case may be, agreement or instrument binding on Adviser; 5. No consent of which is incorporated by reference and (ii) any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and 6. This Agreement constitutes a legal, valid and binding obligation enforceable against Adviserdocument so filed.

Representations Warranties and Agreements. A. The Sub-Adviser Subadviser represents, warrants and agrees that: 1. It is registered with the SEC as an “investment adviser” under the Investment Advisers Act of 1940, as amended (“Advisers Act”). 2. It will maintain, keep current and preserve such records on behalf of the TrustFund, in the manner required or permitted by the Act and the Rules thereunder as are required of an investment adviser of a registered investment company (to the extent applicable), which shall include, without limitation, those records set forth on Schedule C. . The Sub-Adviser Subadviser agrees that such records are the property of the TrustFund, and will shall be surrendered to the Trust Fund or to the Adviser as agent of the Trust Fund promptly upon request of either. The Trust Fund acknowledges that Sub-Adviser Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. 3. It will shall maintain a written code of ethics (the “Code of Ethics”) complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and will shall provide the Trust Fund and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It will shall institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Sub-Adviser Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the TrustFund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Sub-Adviser will Subadviser shall certify to the Trust Fund and to the Adviser that the Sub-Adviser Subadviser 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 Sub-Adviser will Subadviser shall furnish to the Trust Fund and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Sub-AdviserSubadviser’s Code of Ethics. The Sub-Adviser will Subadviser shall permit the Trust Fund and the Adviser to examine the reports required to be made by the Sub-Adviser Subadviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph. 4. It has adopted and implemented, and throughout the term of this Agreement will shall maintain in effect and implement, written policies and procedures reasonably designed to prevent violation, by it and its supervised persons, of the Advisers Act and the rules that the SEC has adopted under the Advisers Act. Throughout the term of this Agreement, the Sub-Adviser will Subadviser shall provide the Adviser with any certifications, information and access to personnel and resources (including those resources that will permit testing of Sub-AdviserSubadviser’s compliance policies by the Adviser) that the Adviser may reasonably request to enable the Trust Fund to comply with Rule 38a-1 under the Act. The Sub-Adviser Subadviser has provided the Trust Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the Trust Fund and/or the Adviser. The Sub-Adviser Subadviser agrees to cooperate with periodic reviews by the TrustFund’s and/or the Adviser’s compliance personnel of the Sub-AdviserSubadviser’s policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust Fund and/or the Adviser from time to time such additional information and certifications in respect of the Sub-AdviserSubadviser’s policies and procedures, compliance by the Sub-Adviser Subadviser with federal securities laws and related matters as the TrustFund’s and/or the Adviser’s compliance personnel may reasonably request. The Sub-Adviser Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the FundDesignated Series. 5. The Sub-Adviser Subadviser will immediately notify the Trust Fund and the Adviser of the occurrence of any event which would disqualify the Sub-Adviser Subadviser from serving as an investment adviser of an investment company pursuant to Section 9 of the Act or otherwise. The Sub-Adviser Subadviser will also immediately notify the Trust Fund and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the FundDesignated Series. B. The Trust Fund represents, warrants and agrees that: 1. The Trust the Fund is a statutory trust established pursuant to the laws of State of Delaware; 2. The Trust the Fund is duly registered with the SEC as an investment company under the 1940 Act; 3. The the execution, delivery and performance of this Agreement are within the TrustFund’s powers, have been and remain duly authorized by all necessary action (including without limitation all necessary approvals and other actions required under the 0000 1900 Xxx) and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on the TrustFund; 4. No no consent of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and 5. This this Agreement constitutes a legal, valid and binding obligation enforceable against the Trust Fund in accordance with its terms. C. The Adviser represents, warrants and agrees that: 1. The Adviser is a limited liability company corporation duly established and established, validly existing and in good standing under the laws of the State Commonwealth of Delaware Massachusetts and is duly qualified to do business and is in good standing under the laws of each jurisdiction where the failure to so qualify would have a material adverse effect on its business; 2. The Adviser is duly registered with the SEC as an “investment adviser” under the Advisers Act; 3. The Adviser has been duly appointed by the Trustees and shareholders of the Trust Fund to provide investment services to the Trust Fund as contemplated by the advisory contract; 4. The the execution, delivery and performance of this Agreement are within Adviser’s powers, have been and remain duly authorized by all necessary corporate action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on Adviser; 5. No no consent of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and 6. This this Agreement constitutes a legal, valid and binding obligation enforceable against Adviser.

Representations Warranties and Agreements. A. The Sub-Adviser representsExchange has all necessary power and authority to execute and perform this Agreement, and this Agreement constitutes the legal, valid, and binding obligation of the Exchange, enforceable against the Exchange in accordance with its terms. Neither the execution of nor the performance under this Agreement by the Exchange violates any Applicable Law or any agreement, document, or instrument, binding on or applicable to the Exchange. B. Subscriber has all necessary power and authority to execute and perform this Agreement, and this Agreement constitutes the legal, valid, and binding obligation of Subscriber, enforceable against Subscriber in accordance with its terms. Neither the execution of nor performance under this Agreement by Subscriber violates any Applicable Law or any agreement, document, or instrument, binding on or applicable to Subscriber. C. Subscriber represents and warrants and agrees that: 1. It , as of the date hereof, it is registered in compliance with the SEC as an “investment adviser” under the Investment Advisers Act of 1940, as amended (“Advisers Act”). 2Exchange Requirements and Applicable Law. It will maintain, keep current and preserve such records on behalf of the Trust, in the manner required or permitted by the Act and the Rules thereunder as are required of an investment adviser of a registered investment company (Subscriber agrees to the extent applicable), which shall include, without limitation, those records set forth on Schedule C. The Sub-Adviser agrees that such records are the property of the Trust, and will be surrendered to the Trust or to the Adviser as agent of the Trust promptly upon request of either. The Trust acknowledges that Sub-Adviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. 3. It will maintain a written code of ethics (the “Code of Ethics”) complying comply with the requirements of Rule 204A-1 under the Advisers Act Exchange Requirements and Rule 17j-l under the Act and will provide the Trust and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It will institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Sub-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 Sub-Adviser will certify to the Trust and to the Adviser that the Sub-Adviser has complied with the requirements of Rules 204A-1 and 17j-l Applicable Law 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, that appropriate action was taken in response to such violation. Annually, the Sub-Adviser will furnish to the Trust and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Sub-Adviser’s Code of Ethics. The Sub-Adviser will permit the Trust and the Adviser to examine the reports required to be made by the Sub-Adviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph. 4. It has adopted and implemented, and throughout the term of this Agreement will maintain in effect and implement, written policies and procedures reasonably designed to prevent violation, by it and its supervised persons, of the Advisers Act and the rules that the SEC has adopted under the Advisers Act. Throughout the term of this Agreement. Subscriber further agrees that it will only use the Services in compliance with this Agreement, the Sub-Adviser Exchange Requirements, and Applicable Law. D. Subscriber agrees that, as between the Exchange and Subscriber, the Exchange retains all ownership and other rights associated with the Services. Subscriber acknowledges that it has been granted a limited right to receive the Services solely for the purposes set forth herein, and Subscriber will provide have no other rights with respect to the Adviser with Services. Subscriber agrees to attribute the appropriate source of any certifications, information and access data received through the Services as set forth in applicable Exchange Requirements. Subscriber acknowledges that NASDAQ’s third party information providers have proprietary rights in their respective information and data. E. Subscriber understands and agrees that the Exchange may use any information and data that Subscriber and its Users enter into the Trading System (the “Subscriber’s Data”) for the following purposes: (i) for performing regulatory functions delegated to personnel the Exchange by the Commodity Exchange Act (the “Act”) or the CFTC; (ii) for internal purposes that do not include disclosing, publishing, or distributing outside of NASDAQ; and resources (iii) for use within NASDAQ market data products that include disclosure, publication, or distribution to third parties. F. Subscriber agrees that it will not interfere with or adversely affect the operation of the Services or Trading System or the use of the Services or Trading System by any Authorized Customer or Authorized Trader (as defined in the Exchange rules). G. Subscriber agrees that it will be solely responsible for any and all costs or expenses associated with or incurred by Subscriber in connection with its receipt of the Services. Section 8. Responsibilities of the Exchange as a Self-Regulatory Organization and Actions To Be Taken by the Exchange in Fulfillment of Its Statutory Obligations. A. Subscriber acknowledges that: (i) the National Futures Association (“NFA”) is registered with the CFTC as a futures association pursuant to Section 17 of the Act; (ii) the Exchange is a board of trade registered with the CFTC as a designated contract market pursuant to Section 5 of the Act; (iii) the NFA and the Exchange have statutory obligations under the Act and the rules and regulations promulgated thereunder, including but not limited to the obligations to maintain fair and orderly markets, to preserve market integrity, to prevent market disruption, to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, to remove impediments to and perfect the mechanism of a free and open market, and to protect investors and the public interest; (iv) the Act requires that the Exchange comply with Applicable Law, and that the Exchange has authority to enforce compliance with the Exchange Requirements; (v) the NFA has jurisdiction to enforce compliance with Applicable Law; and (vi) The Options Clearing Corporation (“OCC”) has jurisdiction to enforce compliance with Applicable Law. B. Subscriber agrees that the Exchange, when it deems it appropriate to do so in fulfillment of its statutory and regulatory obligations, including for any reason provided in the Exchange Requirements (including those resources that will permit testing of Sub-Adviser’s compliance policies by the Adviser) that the Adviser Exchange Rule Chapter V, Section 17, as such rule may reasonably request to enable the Trust to comply with Rule 38a-1 under the Act. The Sub-Adviser has provided the Trust with true and complete copies of its policies and procedures (be amended or summaries thereof) and related information reasonably requested by the Trust and/or the Adviser. The Sub-Adviser agrees to cooperate with periodic reviews by the Trust’s and/or the Adviser’s compliance personnel of the Sub-Adviser’s policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust and/or the Adviser renumbered from time to time), may temporarily or permanently unilaterally condition, modify, or terminate the right of any or all individuals or entities to receive or use the Services. The Exchange shall undertake reasonable efforts to notify Subscriber of any such condition, modification, or termination, and Subscriber shall promptly comply with any such notice within such period of time such additional information and certifications as may be determined in respect of the Sub-Adviser’s policies and procedures, compliance good faith by the Sub-Adviser with federal securities laws and related matters as the Trust’s and/or the Adviser’s compliance personnel may reasonably request. The Sub-Adviser agrees Exchange to promptly notify the Adviser of any compliance violations which affect the Fund. 5. The Sub-Adviser will immediately notify the Trust and the Adviser of the occurrence of any event which would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 of the Act or otherwise. The Sub-Adviser will also immediately notify the Trust and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Fund. B. The Trust represents, warrants and agrees that: 1. The Trust is a statutory trust established pursuant to the laws of State of Delaware; 2. The Trust is duly registered with the SEC as an investment company under the 1940 Act; 3. The execution, delivery and performance of this Agreement are within the Trust’s powers, have been and remain duly authorized by all necessary action (including without limitation all necessary approvals and other actions required under the 0000 Xxx) and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on the Trust; 4. No consent of any applicable governmental authority or body is be necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and 5. This Agreement constitutes a legal, valid and binding obligation enforceable against the Trust in accordance consistent with its termsstatutory obligations. C. The Adviser represents, warrants and agrees that: 1. The Adviser is a limited liability company duly established and validly existing under the laws of the State of Delaware and is duly qualified to do business and is in good standing under the laws of each jurisdiction where the failure to so qualify would have a material adverse effect on its business; 2. The Adviser is duly registered with the SEC as an “investment adviser” under the Advisers Act; 3. The Adviser has been duly appointed by the Trustees and shareholders of the Trust to provide investment services to the Trust as contemplated by the advisory contract; 4. The execution, delivery and performance of this Agreement are within Adviser’s powers, have been and remain duly authorized by all necessary corporate action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on Adviser; 5. No consent of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and 6. This Agreement constitutes a legal, valid and binding obligation enforceable against Adviser.

Representations Warranties and Agreements. A. The Sub-Adviser Borrower hereby represents, warrants and agrees thatin favor of the Administrative Agent, the Documentation Agent, the Collateral Agent and the Lenders as follows: 1. It is registered with (a) Both before and after giving effect to this Amendment, no Default or Event of Default exists (but for any Default or Event of Default which would exist solely as a result of the SEC amendments to the Credit Agreement otherwise effected pursuant to Section 2 of this Amendment not being effective as an “investment adviser” under of the Investment Advisers Act of 1940, as amended (“Advisers Act”Closing Date). 2. It will maintain, keep current and preserve such records on behalf of the Trust, in the manner required or permitted by the Act and the Rules thereunder as are required of an investment adviser of a registered investment company (to the extent applicable), which shall include, without limitation, those records set forth on Schedule C. The Sub-Adviser agrees that such records are the property of the Trust, and will be surrendered to the Trust or to the Adviser as agent of the Trust promptly upon request of either. The Trust acknowledges that Sub-Adviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. 3. It will maintain a written code of ethics (the “Code of Ethics”b) complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and will provide the Trust and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It will institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Sub-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 Sub-Adviser will certify to the Trust and to the Adviser that the Sub-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, that appropriate action was taken in response to such violation. Annually, the Sub-Adviser will furnish to the Trust and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Sub-Adviser’s Code of Ethics. The Sub-Adviser will permit the Trust and the Adviser to examine the reports required to be made by the Sub-Adviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph. 4. It has adopted and implemented, and throughout the term of this Agreement will maintain in effect and implement, written policies and procedures reasonably designed to prevent violation, by it and its supervised persons, of the Advisers Act and the rules that the SEC has adopted under the Advisers Act. Throughout the term of this Agreement, the Sub-Adviser will provide the Adviser with any certifications, information and access to personnel and resources (including those resources that will permit testing of Sub-Adviser’s compliance policies by the Adviser) that the Adviser may reasonably request to enable the Trust to comply with Rule 38a-1 under the Act. The Sub-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 and/or the Adviser. The Sub-Adviser agrees to cooperate with periodic reviews by the Trust’s and/or the Adviser’s compliance personnel of the Sub-Adviser’s policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust and/or the Adviser from time to time such additional information and certifications in respect of the Sub-Adviser’s policies and procedures, compliance by the Sub-Adviser with federal securities laws and related matters as the Trust’s and/or the Adviser’s compliance personnel may reasonably request. The Sub-Adviser agrees to promptly notify the Adviser of any compliance violations which affect the Fund. 5. The Sub-Adviser will immediately notify the Trust and the Adviser of the occurrence of any event which would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 of the Act or otherwise. The Sub-Adviser will also immediately notify the Trust and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Fund. B. The Trust represents, warrants and agrees that: 1. The Trust is a statutory trust established pursuant to the laws of State of Delaware; 2. The Trust is duly registered with the SEC as an investment company under the 1940 Act; 3. The execution, delivery and performance by the Borrower of this Agreement are within the Trust’s powers, Amendment have been and remain duly authorized by all necessary action (including without limitation all necessary approvals and other actions required under the 0000 Xxx) and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on the Trust; 4. No consent of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and 5. This Agreement constitutes a legal, valid and binding obligation enforceable against the Trust in accordance with its terms. C. The Adviser represents, warrants and agrees that: 1. The Adviser is a limited liability company duly established and validly existing under the laws of the State of Delaware and is duly qualified to do business and is in good standing under the laws of each jurisdiction where the failure to so qualify would have a material adverse effect on its business; 2. The Adviser is duly registered with the SEC as an “investment adviser” under the Advisers Act; 3. The Adviser has been duly appointed by the Trustees and shareholders of the Trust to provide investment services to the Trust as contemplated by the advisory contract; 4. The execution, delivery and performance of this Agreement are within Adviser’s powers, have been and remain duly authorized by all necessary corporate and/or other action and do not and will not violate require any registration with, consent or approval of, notice to or action by, any Person in order to be effective and enforceable. Each of the Credit Agreement and the other Loan Documents to which the Borrower is a party constitutes and continues to constitute a default the legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their respective terms, except as limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforceability of creditor rights. The collateral that secures the obligations of the Borrower under any applicable law or regulation or the Credit Agreement and the other Loan Documents secures and will continue to secure the obligations of any decree, order, the Borrower under the Credit Agreement and the other Loan Documents. (c) All representations and warranties of the Borrower and the Guarantors contained in the Credit Agreement and the other Loan Documents are true and correct and will be true and correct on the Amendment Effective Date. (d) The Borrower is entering into this Amendment on the basis of such Person’s own business judgment, agreement without reliance upon any Agent-Related Person, any Lender or instrument binding on Adviser;any other Person. 5(e) The Borrower acknowledges and agrees that the execution and delivery by the Lenders, the Administrative Agent, the Documentation Agent and the Collateral Agent of this Amendment shall not be deemed to create a course of dealing or otherwise obligate any Agent-Related Person or the Lenders (or any of them) to execute similar agreements under the same or similar circumstances in the future. No consent Neither any Agent-Related Person nor any Lender has any obligation to the Borrower, the Guarantors or any other Person to further amend provisions of any applicable governmental authority the Credit Agreement or body is necessarythe other Loan Documents. Other than as specifically contemplated hereby, except for such consents as have been obtained all of the terms, covenants and provisions of the Credit Agreement (and the other Loan Documents) are and shall remain in full force and effect, and all conditions of which have been duly complied with; and 6. This Agreement constitutes a legal, valid and binding obligation enforceable against Adviser.

Representations Warranties and Agreements. A. (a) The Sub-Adviser represents, Advisor represents and warrants and agrees that: 1. It (i) All references to the Advisor and its principals in the Disclosure Document are accurate in all material respects and as to them the Disclosure Document does not contain any untrue statement of a material fact or omit to state a material fact which is registered with necessary to make the SEC as an “investment adviser” under the Investment Advisers Act of 1940, as amended (“Advisers Act”)statements therein not misleading. 2. It will maintain, keep current and preserve such records (ii) The information with respect to the Advisor set forth in the actual performance tables in the Disclosure Document is based on behalf all of the Trust, in the manner required or permitted customer accounts managed on a discretionary basis by the Act and Advisor’s principals and/or the Rules thereunder as are required of an investment adviser of a registered investment company (to the extent applicable), which shall include, without limitation, those records set forth on Schedule C. The Sub-Adviser agrees that such records are the property of the Trust, and will be surrendered to the Trust or to the Adviser as agent of the Trust promptly upon request of either. The Trust acknowledges that Sub-Adviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. 3. It will maintain a written code of ethics (the “Code of Ethics”) complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and will provide the Trust and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It will institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Sub-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 Sub-Adviser will certify to the Trust and to the Adviser that the Sub-Adviser has complied with the requirements of Rules 204A-1 and 17j-l Advisor during the previous calendar quarter period covered by such tables 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, that appropriate action was taken in response to such violation. Annually, the Sub-Adviser will furnish to the Trust and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Sub-Adviser’s Code of Ethics. The Sub-Adviser will permit the Trust and the Adviser to examine the reports required to be made disclosed therein. The Advisor’s performance tables have been examined by the Sub-Adviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph. 4. It has adopted and implemented, and throughout the term of this Agreement will maintain in effect and implement, written policies and procedures reasonably designed to prevent violation, by it and its supervised persons, of the Advisers Act an independent certified public accountant and the rules that the SEC report thereon has adopted under the Advisers Actbeen provided to CMF. Throughout The Advisor will have its performance tables so examined no less frequently than annually during the term of this Agreement, the Sub-Adviser . (iii) The Advisor will provide the Adviser be acting as a commodity trading advisor with any certifications, information and access to personnel and resources (including those resources that will permit testing of Sub-Adviser’s compliance policies by the Adviser) that the Adviser may reasonably request to enable the Trust to comply with Rule 38a-1 under the Act. The Sub-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 and/or the Adviser. The Sub-Adviser agrees to cooperate with periodic reviews by the Trust’s and/or the Adviser’s compliance personnel of the Sub-Adviser’s policies and procedures, their operation and implementation and other compliance matters and to provide respect to the Trust and/or the Adviser from time to time such additional information Partnership and certifications in respect of the Sub-Adviser’s policies and procedures, compliance by the Sub-Adviser with federal not as a securities laws and related matters as the Trust’s and/or the Adviser’s compliance personnel may reasonably request. The Sub-Adviser agrees to promptly notify the Adviser of any compliance violations which affect the Fund. 5. The Sub-Adviser will immediately notify the Trust and the Adviser of the occurrence of any event which would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 of the Act or otherwise. The Sub-Adviser will also immediately notify the Trust and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Fund. B. The Trust represents, warrants and agrees that: 1. The Trust is a statutory trust established pursuant to the laws of State of Delaware; 2. The Trust is duly registered with the SEC CFTC as an investment company a commodity trading advisor, is a member of the NFA, and is in compliance with such other registration and licensing requirements as shall be necessary to enable it to perform its obligations hereunder, and agrees to maintain and renew such registrations and licenses during the term of this Agreement. (iv) The Advisor is a limited partnership duly organized, validly existing and in good standing under the 1940 Act; 3. The execution, delivery laws of the State of Texas and performance of has full limited partnership power and authority to enter into this Agreement are within and to provide the Trust’s powersservices required of it hereunder. (v) The Advisor will not, have been and remain duly authorized by all necessary action (including without limitation all necessary approvals and other actions required under acting as a commodity trading advisor to the 0000 Xxx) and will not violate Partnership, breach or constitute a default under cause to be breached any applicable law undertaking, agreement, contract, statute, rule or regulation to which it is a party or of any decree, order, judgment, agreement or instrument binding on the Trust;by which it is bound. 4. No consent of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have (vi) This Agreement has been duly complied with; and 5. This Agreement constitutes and validly authorized, executed and delivered by the Advisor and is a legal, valid and binding obligation agreement enforceable against the Trust in accordance with its terms. C. The Adviser represents(vii) At any time during the term of this Agreement that a prospectus relating to the units is required to be delivered in connection with the offer and sale thereof, the Advisor agrees upon the request of CMF to provide the Partnership with such information as shall be necessary so that, as to the Advisor and its principals, such prospectus is accurate. All references, if any, to the Advisor and its principals in the prospectus will, after review and approval of such references by the Advisor prior to the use of such prospectus in connection with the offering of the Partnership’s units, be accurate in all material respects; provided that with respect to pro forma or hypothetical performance information in the prospectus, if any, this representation and warranty extends only to the underlying data made available by the Advisor for the preparation thereof and not to any hypothetical or pro forma adjustments. (b) CMF represents and warrants for itself and agrees the Partnership that: 1. (i) The Adviser Prospectus (as from time to time amended or supplemented, which amendment or supplement is approved by the Advisor as to descriptions of itself and its actual performance, if any, included therein) does not contain any untrue statement of a material fact or omit to state a material fact which is necessary to make the statements therein not misleading, except that the foregoing representation does not apply to any statement or omission concerning the Advisor, if any, in the Prospectus, made in reliance upon, and in conformity with, information furnished to CMF by or on behalf of the Advisor expressly for use in the Prospectus (it being understood that any hypothetical or pro forma adjustments to the Advisor’s performance information in the Prospectus, if any, were not furnished by the Advisor. (ii) It is a limited liability company duly established organized, validly existing and in good standing under the laws of the State of Delaware and has full limited liability company power and authority to perform its obligations under this Agreement. (iii) CMF and the Partnership have the capacity and authority to enter into this Agreement on behalf of the Partnership. (iv) This Agreement has been duly and validly authorized, executed and delivered on CMF’s and the Partnership’s behalf and is a valid and binding agreement of CMF and the Partnership enforceable in accordance with its terms. (v) CMF will not, by acting as the general partner to the Partnership and the Partnership will not, breach or cause to be breached any undertaking, agreement, contract, statute, rule or regulation to which it is a party or by which it is bound which would materially limit or affect the performance of its duties under this Agreement. (vi) It is registered as a commodity pool operator and is a member of the NFA, and it will maintain and renew such registration and membership during the term of this Agreement. (vii) The Partnership is a limited partnership duly organized and validly existing under the laws of the State of Delaware New York and is duly qualified has full limited partnership power and authority to do business and is in good standing under the laws of each jurisdiction where the failure to so qualify would have a material adverse effect on its business; 2. The Adviser is duly registered with the SEC as an “investment adviser” under the Advisers Act; 3. The Adviser has been duly appointed by the Trustees and shareholders of the Trust to provide investment services to the Trust as contemplated by the advisory contract; 4. The execution, delivery and performance of enter into this Agreement are within Adviser’s powers, have been and remain duly authorized by all necessary corporate action and will not violate or constitute a default to perform its obligations under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on Adviser; 5. No consent of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and 6. This Agreement constitutes a legal, valid and binding obligation enforceable against Adviserthis Agreement.

Representations Warranties and Agreements. A. The Sub-Adviser representsParticipant agrees and acknowledges that he will not, warrants and agrees that: 1directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (any such act being herein referred to as a "transfer") any shares of Restricted Stock unless such transfer complies with this Agreement. It Furthermore, if the Participant is registered with the SEC an "affiliate" (as an “investment adviser” defined under the Investment Advisers Act of 1940, as amended (“Advisers Act”). 2. It will maintain, keep current and preserve such records on behalf Rule 405 of the Trust, in the manner required or permitted by the Act rules and the Rules thereunder as are required of an investment adviser of a registered investment company (to the extent applicable), which shall include, without limitation, those records set forth on Schedule C. The Sub-Adviser agrees that such records are the property of the Trust, and will be surrendered to the Trust or to the Adviser as agent of the Trust promptly upon request of either. The Trust acknowledges that Sub-Adviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. 3. It will maintain a written code of ethics (the “Code of Ethics”) complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l regulations promulgated under the Act and will provide as interpreted by the Trust and the Adviser with a copy Board of Directors of the Code of Ethics and evidence of its adoption. It will institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1Company) from violating its Code of Ethics. The Sub-Adviser acknowledges receipt of the written code of ethics adopted by Company (an "Affiliate"), the Participant agrees and on behalf acknowledges that he will not transfer any shares of the TrustRestricted Stock unless (i) the transfer is pursuant to an effective registration statement under the Securities Act of 1933, as amended, or the rules and regulations in effect thereunder (the "Act"), and in compliance with applicable provisions of state securities laws or (ii) counsel for the Participant (which shall be such counsel acceptable to the Company) shall have furnished the Company with an opinion, satisfactory in form and substance to the Company, that no such registration is required because of the availability of an exemption from registration under the Act. Each calendar quarter while Notwithstanding the foregoing, the Company acknowledges and agrees that any of the following transfers are deemed to be in compliance with the Act and this Agreement and no opinion of counsel is required in effectconnection therewith: (x) a transfer made pursuant to this Section 5 or Sections 6 or 7 hereof, (y) a duly authorized compliance officer transfer upon the death of the Sub-Adviser will certify Participant to his executors, administrators, testamentary trustees, legatees or beneficiaries (the "Participant's Estate") or a transfer to the Trust and to the Adviser that the Sub-Adviser executors, administrators, testamentary trustees, legatees or beneficiaries of a person who has complied become a holder of Restricted Stock in accordance 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, that appropriate action was taken in response to such violation. Annually, the Sub-Adviser will furnish to the Trust and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Sub-Adviser’s Code of Ethics. The Sub-Adviser will permit the Trust and the Adviser to examine the reports required to be made by the Sub-Adviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph. 4. It has adopted and implemented, and throughout the term of this Agreement will maintain in effect and implement, written policies and procedures reasonably designed to prevent violation, by it and its supervised persons, of the Advisers Act and the rules that the SEC has adopted under the Advisers Act. Throughout the term terms of this Agreement, the Sub-Adviser will provide the Adviser with provided that it is expressly understood that any certifications, information and access to personnel and resources (including those resources that will permit testing of Sub-Adviser’s compliance policies such transferee shall be bound by the Adviserprovisions of this Agreement and (z) that a transfer made after the Adviser may reasonably request to enable Grant Date in compliance with the Trust to comply with Rule 38a-1 under the Act. The Sub-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 and/or the Adviser. The Sub-Adviser agrees to cooperate with periodic reviews by the Trust’s and/or the Adviser’s compliance personnel of the Sub-Adviser’s policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust and/or the Adviser from time to time such additional information and certifications in respect of the Sub-Adviser’s policies and procedures, compliance by the Sub-Adviser with federal securities laws and related matters as to a trust or custodianship the Trust’s and/or the Adviser’s compliance personnel may reasonably request. The Sub-Adviser agrees to promptly notify the Adviser of any compliance violations which affect the Fund. 5. The Sub-Adviser will immediately notify the Trust and the Adviser of the occurrence of any event which would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 of the Act or otherwise. The Sub-Adviser will also immediately notify the Trust and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Fund. B. The Trust represents, warrants and agrees that: 1. The Trust is a statutory trust established pursuant to the laws of State of Delaware; 2. The Trust is duly registered with the SEC as an investment company under the 1940 Act; 3. The execution, delivery and performance of this Agreement are within the Trust’s powers, have been and remain duly authorized by all necessary action (including without limitation all necessary approvals and other actions required under the 0000 Xxx) and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on the Trust; 4. No consent of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions beneficiaries of which have been duly complied with; and 5. This Agreement constitutes may include only the Participant, his spouse or his lineal descendants (a legal"Participant's Trust") or a transfer made to such a trust by a person, valid and binding obligation enforceable against other than the Trust Participant, who has become a holder of Restricted Stock in accordance with its terms. C. The Adviser representsthe terms of this Agreement, warrants provided that such transfer is made expressly subject to this Agreement and that the transferee agrees that: 1. The Adviser is a limited liability company duly established and validly existing under the laws of the State of Delaware and is duly qualified in writing to do business and is in good standing under the laws of each jurisdiction where the failure to so qualify would have a material adverse effect on its business; 2. The Adviser is duly registered with the SEC as an “investment adviser” under the Advisers Act; 3. The Adviser has been duly appointed be bound by the Trustees terms and shareholders of the Trust to provide investment services to the Trust as contemplated by the advisory contract; 4conditions hereof. The execution, delivery and performance of this Agreement are within Adviser’s powers, have been and remain duly authorized by all necessary corporate action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on Adviser; 5. No consent of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and 6. This Agreement constitutes a legal, valid and binding obligation enforceable against Adviser.3

Representations Warranties and Agreements. A. The Sub-Adviser Subadviser represents, warrants and agrees that: 1. It it is a limited liability company duly established, validly existing and in good standing under the laws of the State of Delaware and is duly qualified to do business and is in good standing under the laws of each jurisdiction where the failure to so qualify would have a material adverse effect on its business; 2. it is duly registered with the SEC as an “investment adviser” under the Investment Advisers Act of 1940, as amended (“Advisers Act”).; 23. the execution, delivery and performance of this Agreement are within the Subadviser’s powers, have been and remain duly authorized by all necessary corporate action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on the Subadviser; 4. no consent of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; 5. this Agreement constitutes a legal, valid and binding obligation enforceable against the Subadviser; 6. It will maintain, keep current and preserve such records on behalf of the TrustFund, in the manner required or permitted by the Act and the Rules thereunder as are required of an investment adviser of a registered investment company (to the extent applicable), which shall include, without limitation, those records set forth on Schedule C. . The Sub-Adviser Subadviser agrees that such records are the property of the TrustFund, and will shall be surrendered to the Trust Fund or to the Adviser as agent of the Trust Fund promptly upon request of either. The Trust Fund acknowledges that Sub-Adviser Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. 37. It will shall maintain a written code of ethics (the “Code of Ethics”) complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and will shall provide the Trust Fund and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It will shall institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Sub-Adviser Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the TrustFund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Sub-Adviser will Subadviser shall certify to the Trust Fund and to the Adviser that the Sub-Adviser Subadviser 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 Sub-Adviser will Subadviser shall furnish to the Trust Fund and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Sub-AdviserSubadviser’s Code of Ethics. The Sub-Adviser will Subadviser shall permit the Trust Fund and the Adviser to examine the reports required to be made by the Sub-Adviser Subadviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph. 48. It has adopted and implemented, and throughout the term of this Agreement will shall maintain in effect and implement, written policies and procedures reasonably designed to prevent violationviolations, by it and its supervised persons, of the Advisers Act and the rules that the SEC has adopted under the Advisers Act. Throughout the term of this Agreement, the Sub-Adviser will Subadviser shall provide the Adviser with any certifications, information and access to personnel and resources (including those resources that will permit testing of Sub-AdviserSubadviser’s compliance policies by the Adviser) that the Adviser may reasonably request to enable the Trust Fund to comply with Rule 38a-1 under the Act. The Sub-Adviser Subadviser has provided the Trust Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the Trust Fund and/or the Adviser. The Sub-Adviser Subadviser agrees to cooperate with periodic reviews by the TrustFund’s and/or the Adviser’s compliance personnel of the Sub-AdviserSubadviser’s policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust Fund and/or the Adviser from time to time such additional information and certifications in respect of the Sub-AdviserSubadviser’s policies and procedures, compliance by the Sub-Adviser Subadviser with federal securities laws and related matters as the TrustFund’s and/or the Adviser’s compliance personnel may reasonably request. The Sub-Adviser Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the FundDesignated Series. 59. The Sub-Adviser Subadviser will immediately notify the Trust Fund and the Adviser of the occurrence of any event which would disqualify the Sub-Adviser Subadviser from serving as an investment adviser of an investment company pursuant to Section 9 of the Act or otherwise. The Sub-Adviser Subadviser will also immediately notify the Trust Fund and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the FundDesignated Series. B. The Trust Fund represents, warrants and agrees that: 1. The Trust the Fund is a statutory trust established pursuant to the laws of State of Delaware; 2. The Trust the Fund is duly registered with the SEC as an investment company under the 1940 Act; 3. The the execution, delivery and performance of this Agreement are within the TrustFund’s powers, have been and remain duly authorized by all necessary action (including without limitation all necessary approvals and other actions required under the 0000 Xxx) and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on the TrustFund; 4. No no consent of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and 5. This this Agreement constitutes a legal, valid and binding obligation enforceable against the Trust Fund in accordance with its terms. C. The Adviser represents, warrants and agrees that: 1. The Adviser is a limited liability company corporation duly established and established, validly existing and in good standing under the laws of the State Commonwealth of Delaware Massachusetts and is duly qualified to do business and is in good standing under the laws of each jurisdiction where the failure to so qualify would have a material adverse effect on its business; 2. The Adviser is duly registered with the SEC as an “investment adviser” under the Advisers Act; 3. The Adviser has been duly appointed by the Trustees and shareholders of the Trust Fund to provide investment services to the Trust Fund as contemplated by the advisory contract; 4. The the execution, delivery and performance of this Agreement are within Adviser’s powers, have been and remain duly authorized by all necessary corporate action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on Adviser; 5. No no consent of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and 6. This this Agreement constitutes a legal, valid and binding obligation enforceable against Adviser.

Representations Warranties and Agreements. The undersigned represents and warrants to, and agrees with, the other Selling Stockholders, the Company, the Attorney-in-Fact, the Custodian and the Underwriters as follows: A. The Sub-Adviser represents, warrants undersigned has duly executed and agrees that: 1. It delivered this Agreement and this Agreement is registered with the SEC as an “investment adviser” under the Investment Advisers Act of 1940, as amended (“Advisers Act”). 2. It will maintain, keep current valid and preserve such records on behalf binding agreement of the Trustundersigned enforceable against the undersigned in accordance with its terms. If the undersigned is acting as a fiduciary, officer, partner, or agent, the undersigned is enclosing with this Agreement certified copies of the appropriate instruments pursuant to which the undersigned is authorized to act hereunder. If the undersigned is an individual and is married, the undersigned is enclosing with this Agreement a duly completed and executed consent of his or her spouse, in the manner required or permitted by the Act and the Rules thereunder as are required of an investment adviser of a registered investment company (form attached to the extent applicable), which shall include, without limitation, those records set forth on Schedule C. The Sub-Adviser agrees that such records are the property of the Trust, and will be surrendered to the Trust or to the Adviser as agent of the Trust promptly upon request of either. The Trust acknowledges that Sub-Adviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. 3. It will maintain a written code of ethics (the “Code of Ethics”) complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and will provide the Trust and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It will institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Sub-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 as Annex A. B. The undersigned has reviewed the Sub-Adviser will certify to the Trust representations and to the Adviser that the Sub-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, that appropriate action was taken in response to such violation. Annually, the Sub-Adviser will furnish to the Trust and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Sub-Adviser’s Code of Ethics. The Sub-Adviser will permit the Trust and the Adviser to examine the reports required warranties to be made by the Sub-Adviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph. 4. It has adopted and implementedundersigned as a Selling Stockholder contained in the Underwriting Agreement, and throughout the term of this Agreement will maintain in effect and implement, written policies and procedures reasonably designed to prevent violation, by it and its supervised persons, of the Advisers Act and the rules that the SEC has adopted under the Advisers Act. Throughout the term of this Agreement, the Sub-Adviser will provide the Adviser with any certifications, information and access to personnel and resources (including those resources that will permit testing of Sub-Adviser’s compliance policies by the Adviser) that the Adviser may reasonably request to enable the Trust to comply with Rule 38a-1 under the Act. The Sub-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 and/or the Adviser. The Sub-Adviser agrees to cooperate with periodic reviews by the Trust’s and/or the Adviser’s compliance personnel of the Sub-Adviser’s policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust and/or the Adviser from time to time such additional information and certifications in respect of the Sub-Adviser’s policies and procedures, compliance by the Sub-Adviser with federal securities laws and related matters as the Trust’s and/or the Adviser’s compliance personnel may reasonably request. The Sub-Adviser agrees to promptly notify the Adviser of any compliance violations which affect the Fund. 5. The Sub-Adviser will immediately notify the Trust and the Adviser of the occurrence of any event which would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 of the Act or otherwise. The Sub-Adviser will also immediately notify the Trust and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Fund. B. The Trust hereby represents, warrants and agrees that: 1covenants that each of such representations and warranties is true and correct as of the date hereof and, except as the undersigned shall have notified the Attorney-in-Fact, will be true and correct at all times from the date hereof through and including the time of the closing of the sale of the Shares to the Underwriters. The Trust undersigned will promptly notify the Attorney-in-Fact of any development that would make any such representation and warranty untrue. C. None of the proceeds received by the undersigned from the sale of the Shares will be paid to a member of the Financial Industry Regulatory Authority (“FINRA”) or any affiliate of such member. The undersigned is not directly or indirectly an affiliate of, or associated with, any member of FINRA. D. Upon execution and delivery of the Underwriting Agreement by the Attorney-in-Fact on behalf of the undersigned, the undersigned agrees to be bound by and to perform each of the covenants and agreements of the undersigned as a statutory trust established pursuant Selling Stockholder in the Underwriting Agreement. E. The undersigned agrees to deliver to the laws Attorney-in-Fact such documentation as the Attorney-in-Fact, the Company, the Selling Stockholders or the Underwriters or any of State their respective counsel may reasonably request in order to effectuate any of Delaware; 2the provisions hereof or of the Underwriting Agreement, all of the foregoing to be in form and substance satisfactory in all respects to the Attorney-in-Fact. The Trust is duly registered with foregoing representations, warranties and agreements are made for the SEC as an investment company under benefit of, and may be relied upon by, the 1940 Act; 3. The executionother Selling Stockholders, delivery the Attorney-in-Fact, the Company, the Custodian, the Underwriters and performance of this Agreement are within the Trust’s powerstheir respective representatives, have been agents and remain duly authorized by all necessary action (including without limitation all necessary approvals and other actions required under the 0000 Xxx) and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on the Trust; 4. No consent of any applicable governmental authority or body is necessary, except for such consents as have been obtained counsel and are in full force and effectaddition to, and all conditions of which have been duly complied with; and 5. This Agreement constitutes a legalnot in limitation of, valid the representations, warranties and binding obligation enforceable against the Trust in accordance with its terms. C. The Adviser represents, warrants and agrees that: 1. The Adviser is a limited liability company duly established and validly existing under the laws agreements of the State of Delaware and is duly qualified to do business and is Selling Stockholders in good standing under the laws of each jurisdiction where the failure to so qualify would have a material adverse effect on its business; 2. The Adviser is duly registered with the SEC as an “investment adviser” under the Advisers Act; 3. The Adviser has been duly appointed by the Trustees and shareholders of the Trust to provide investment services to the Trust as contemplated by the advisory contract; 4. The execution, delivery and performance of this Agreement are within Adviser’s powers, have been and remain duly authorized by all necessary corporate action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on Adviser; 5. No consent of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and 6. This Agreement constitutes a legal, valid and binding obligation enforceable against AdviserUnderwriting Agreement.

Representations Warranties and Agreements. A. The Sub-Adviser Subadviser represents, warrants and agrees that: 1. It is registered with the SEC as an “"investment adviser” " under the Investment Advisers Act of 1940, as amended (“"Advisers Act”"). 2. It will maintain, keep current and preserve such records on behalf of the TrustFund, in the manner required or permitted by the Act and the Rules thereunder as are required of an investment adviser of a registered investment company (to the extent applicable), which shall include, without limitation, those records set forth on Schedule C. . The Sub-Adviser Subadviser agrees that such records are the property of the TrustFund, and will shall be surrendered to the Trust Fund or to the Adviser as agent of the Trust Fund promptly upon request of either. The Trust Fund acknowledges that Sub-Adviser Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. 3. It will shall maintain a written code of ethics (the “"Code of Ethics”") complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and will shall provide the Trust Fund and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It will shall institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Sub-Adviser Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the TrustFund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Sub-Adviser will Subadviser shall certify to the Trust Fund and to the Adviser that the Sub-Adviser Subadviser 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 Sub-Adviser will Subadviser shall furnish to the Trust Fund and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Sub-Adviser’s Subadviser's Code of Ethics. The Sub-Adviser will Subadviser shall permit the Trust Fund and the Adviser to examine the reports required to be made by the Sub-Adviser Subadviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph. 4. It has adopted and implemented, and throughout the term of this Agreement will shall maintain in effect and implement, written policies and procedures reasonably designed to prevent violation, by it and its supervised persons, of the Advisers Act and the rules that the SEC has adopted under the Advisers Act. Throughout the term of this Agreement, the Sub-Adviser will Subadviser shall provide the Adviser with any certifications, information and access to personnel and resources (including those resources that will permit testing of Sub-Adviser’s Subadviser's compliance policies by the Adviser) that the Adviser may reasonably request to enable the Trust Fund to comply with Rule 38a-1 under the Act. The Sub-Adviser Subadviser has provided the Trust Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the Trust Fund and/or the Adviser. The Sub-Adviser Subadviser agrees to cooperate with periodic reviews by the Trust’s Fund's and/or the Adviser’s 's compliance personnel of the Sub-Adviser’s Subadviser's policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust Fund and/or the Adviser from time to time such additional information and certifications in respect of the Sub-Adviser’s Subadviser's policies and procedures, compliance by the Sub-Adviser Subadviser with federal securities laws and related matters as the Trust’s Fund's and/or the Adviser’s 's compliance personnel may reasonably request. The Sub-Adviser Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the FundDesignated Series. 5. The Sub-Adviser Subadviser will immediately notify the Trust Fund and the Adviser of the occurrence of any event which would disqualify the Sub-Adviser Subadviser from serving as an investment adviser of an investment company pursuant to Section 9 of the Act or otherwise. The Sub-Adviser Subadviser will also immediately notify the Trust Fund and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the FundDesignated Series. B. The Trust Fund represents, warrants and agrees that: 1. The Trust the Fund is a statutory trust established pursuant to the laws of State of Delaware; ; 2. The Trust the Fund is duly registered with the SEC as an investment company under the 1940 Act; ; 3. The the execution, delivery and performance of this Agreement are within the Trust’s Fund's powers, have been and remain duly authorized by all necessary action (including without limitation all necessary approvals and other actions required under the 0000 Xxx) and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on the Trust; Fund; 4. No no consent of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and and 5. This this Agreement constitutes a legal, valid and binding obligation enforceable against the Trust Fund in accordance with its terms. C. The Adviser represents, warrants and agrees that: : 1. The Adviser is a limited liability company corporation duly established and established, validly existing and in good standing under the laws of the State Commonwealth of Delaware Massachusetts and is duly qualified to do business and is in good standing under the laws of each jurisdiction where the failure to so qualify would have a material adverse effect on its business; ; 2. The Adviser is duly registered with the SEC as an “"investment adviser” " under the Advisers Act; ; 3. The Adviser has been duly appointed by the Trustees and shareholders of the Trust Fund to provide investment services to the Trust Fund as contemplated by the advisory contract; ; 4. The the execution, delivery and performance of this Agreement are within Adviser’s 's powers, have been and remain duly authorized by all necessary corporate action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on Adviser; ; 5. No no consent of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and and 6. This this Agreement constitutes a legal, valid and binding obligation enforceable against Adviser.