Common use of Representations, Warranties and Covenants of the Sub-Advisor Clause in Contracts

Representations, Warranties and Covenants of the Sub-Advisor. The Sub-Advisor hereby represents, warrants and covenants to the Fund and the Advisor that: (a) The Sub-Advisor is currently in material compliance and shall at all times continue to materially comply with the requirement imposed upon the Sub-Advisor by applicable law and regulations. (b) The Sub-Advisor (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Advisor of the occurrence of any event that would disqualify the Sub-Advisor from serving as an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. The Sub-Advisor will also promptly notify the Fund and the Advisor if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Fund, provided, however, that routine regulatory examinations shall not be required to be reported by this provision. (c) it has all other governmental, regulatory and self-regulatory registrations, licenses and memberships necessary to perform its obligations hereunder, and it will maintain and renew such registrations, licenses and memberships during the term of this Agreement; (d) all information provided by the Sub-Advisor to the Fund or the Advisor hereunder is complete, true and accurate in all material respects, and neither such information nor the Investor Materials (but solely with respect to any information therein related to the Sub-Advisor) contains any untrue statement of material fact or omits to state a material fact required or necessary to be stated therein in order to prevent the statements made therein, in light of the circumstances under which they are made, from being misleading; and there are no actions, suits, proceedings, subpoenas, orders or investigations pending or threatened against the Sub-Advisor or any other Sub-Advisor Party, at law or in equity or before or by any federal, state, municipal, foreign or other governmental department, commission, board, bureau, agency, or instrumentality, or any other governmental, regulatory or self-regulatory authority or any exchange; (e) it has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and Rule 204A-1 under the Advisers Act and will provide the Advisor and the Board or Trustees with a copy of such code of ethics, together with evidence of its adoption. Within forty-five (45) days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, chief compliance officer or a vice-president of the Sub-Advisor shall certify to the Advisor that the Sub-Advisor has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of the Sub-Advisor’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Advisor, the Sub-Advisor shall permit the Advisor, its employees or its agents to examine the reports required to be made to the Sub-Advisor by Rule 17j-1(c)(1) and Rule 204A-1(b) and all other records relevant to the Sub-Advisor’s code of ethics. (f) it has provided the Fund and the Advisor with a copy of its Form ADV Parts 1 and 2, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments to the Fund and the Advisor at least annually. Such amendments shall reflect all changes in the Sub-Advisor’s organizational structure, professional staff or other significant developments affecting the Sub-Advisor, as required by the Advisers Act. (g) it will notify the Fund and the Advisor of any assignment of this Agreement or change of control of the Sub-Advisor, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Fund or senior management of the Sub-Advisor, in each case prior to or promptly after, such change. The Sub-Advisor agrees to bear all reasonable expenses of the Fund, if any, arising out of an assignment or change in control. (h) it will promptly notify the Advisor of any financial condition that is likely to impair the Sub-Advisor’s ability to fulfill its commitment under this Agreement. (i) it agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage and, upon the written request of the Advisor, provide evidence of such insurance coverage to the Advisor. (j) it and any of their respective covered persons as set forth in Regulation D: (i) are not subject to a disqualifying event as defined in Rule 506 of Regulation D (a “Disqualifying Event”), have obtained a waiver from disqualification or have fully disclosed any Disqualifying Event that occurred prior to the effective date of this Agreement to Adviser or, as necessary, to any potential investor; and (ii) have informed Adviser of any event or proceeding that could, with the passage of time, become a Disqualifying Event and (k) it shall promptly notify the Fund and the Advisor of circumstances which would make any of its representations and warranties made in this Section 9 inaccurate, misleading, untrue or incomplete in any material respect.

Representations, Warranties and Covenants of the Sub-Advisor. The Sub-Advisor hereby represents, warrants warrants, covenants and covenants to the Fund and the Advisor thatagrees that it: (ai) The Sub-has all requisite power and authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement; (ii) has duly executed and delivered this Agreement, and assuming due approval, execution and delivery of this Agreement and the Investment Advisory Agreement by the Advisor is currently in material compliance and shall at all times continue to materially comply with the requirement imposed upon Funds, this Agreement constitutes a legal, valid and binding agreement of the Sub-Advisor by applicable law and regulations. (b) The enforceable against the Sub-Advisor in accordance with its terms; (iiii) is registered and will maintain its registration as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; ; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will shall promptly notify the Advisor of the occurrence of any event that would disqualify the Sub-Advisor from serving as an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company 1940 Act or under the Advisers Act or otherwise; (v) is registered with the Commodity Futures Trading Commission (“CFTC”) in all capacities, if any, in which the Sub-Advisor is required under the Commodity Exchange Act (“CEA”) and the CFTC’s regulations to be so registered and is registered with the National Futures Association (“NFA”) if required to be a member thereof; (vi) shall comply with such other requirements of the CEA and CFTC regulations that apply to Sub-Advisor with regard to the Services; (vii) will maintain each such registration, license or membership in effect at all times during the term of this Agreement and will obtain and maintain such additional governmental, self-regulatory, exchange or other licenses, approvals and/or memberships and file and maintain effective such other registrations as may be required to enable the Sub-Advisor to perform its obligations under this Agreement; (viii) shall cooperate by reasonably assisting the Advisor in fulfilling any disclosure or reporting requirements applicable to the Funds under the CEA and/or CFTC regulations relating to the Allocated Portion or the Services; (ix) has delivered to the Advisor and the Trust a copy of its Form ADV as most recently filed with the Securities and Exchange Commission (“SEC”) and shall promptly furnish the Advisor and the Trust any material amendments or supplements to its Form ADV; (x) pursuant to Rule 206(4)-7 under the Advisers Act, has adopted written policies and procedures designed to prevent violations of the Advisers Act and the rules thereunder, including policies and procedures designed to minimize potential conflicts of interest among the Funds and any other accounts advised or managed by it or its affiliates, such as cross trading policies, as well as those designed to ensure the equitable allocation of portfolio transactions and brokerage commissions; (xi) has adopted a written code of ethics complying with the requirements of Rule 204A-1 of the Advisers Act, which will allow the Advisor to comply with the requirements of Rule 17j-1 under the 1940 Act, and, if it has not already done so, will provide the Advisor and the Trust with a copy of such code of ethics upon the execution of this Agreement. The On at least an annual basis, the Sub-Advisor will also comply with the reporting requirements of Rule 17j-1, which may include: (i) certifying to the Advisor that the Sub-Advisor and its access persons have complied with the Sub-Advisor’s code of ethics with respect to the Allocated Portion, and (ii) identifying any material violations of the Sub-Advisor’s code of ethics that has occurred with respect to the Allocated Portion; (xii) has adopted policies and procedures as required under Section 204A of the Advisers Act, which are reasonably designed in light of the nature of its business to prevent the misuse, in violation of the Advisers Act or the Exchange Act or the rules thereunder, of material non-public information by the Sub-Advisor or certain associated persons, and has adopted policies and procedures to monitor and restrict securities trading by certain employees of the Sub-Advisor; (xiii) shall not receive any incentive fees for outperforming the underlying Licensed Index of any Fund; (xiv) to the best of Sub-Advisor’s knowledge, is not currently the subject of, and has not been the subject of during the last (3) years, any enforcement action by the SEC, CFTC or other regulatory authority; (xv) shall provide the Trust with the certification required by Rule 17j-1 under the 1940 Act; (xvi) shall promptly notify the Fund and Advisor in the event that the Sub-Advisor if it becomes aware that the Sub-Advisor (a) is the subject of an administrative proceeding or enforcement action by the SEC, CFTC or other regulatory authority or (b) is served or otherwise receives notice of any action, suit, suit or proceeding, inquiry or investigation, at law or in equity, before or by any court, public board governmental authority or bodyadministrative or self-regulatory agency, involving the affairs Sub-Advisor’s management of the FundAllocated Portion or that may, providedin the reasonable determination of the Sub-Advisor in respect of the period beginning on the date of determination and the subsequent sixty (60) calendar days, however, that routine regulatory examinations shall not be required to be reported by this provision. (c) it has all other governmental, regulatory and self-regulatory registrations, licenses and memberships necessary to perform its obligations hereunder, and it will maintain and renew such registrations, licenses and memberships during have a material impact on the term ability of this Agreement; (d) all information provided by the Sub-Advisor to provide the Fund Services; (xvii) maintains errors and omissions insurance coverage in an appropriate scope and amount and shall upon request provide to Advisor a certificate of insurance evidencing same; (xviii) is not a party to any agreement, arrangement, or understanding such as a non-compete that would restrict or limit the ability of the Trust, the Advisor hereunder is completeor any of their respective affiliates to employ or engage the Sub-Advisor now or in the future, true to manage the Allocated Portion; (xix) has adopted and accurate in all material respectsimplemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Sub-Advisor, its employees, officers, and neither such information nor agents. Upon reasonable notice to and reasonable request, the Investor Materials (but solely Sub-Advisor shall provide the Advisor with respect to any information therein related access to the Sub-Advisor) contains any untrue statement of material fact or omits to state a material fact required or necessary to be stated therein ’s chief compliance officer in order to prevent enable the statements made thereinFunds to comply with Rule 38a-1 under the 1940 Act. The Sub-Advisor will also provide, in light at the reasonable request of the circumstances under which they are madeAdvisor, from being misleading; and there are no actions, suits, proceedings, subpoenas, orders or investigations pending or threatened against periodic certifications as to the Sub-Advisor or any other Sub-Advisor Party, at law or in equity or before or by any federal, state, municipal, foreign or other governmental department, commission, board, bureau, agency, or instrumentality, or any other governmental, regulatory or self-regulatory authority or any exchange; (e) it has adopted a written code of ethics complying Advisor’s compliance with the requirements of Federal Securities Laws, as defined in Rule 17j-1 38a-1 under the Investment Company Act 1940 Act, in providing the Services and Rule 204A-1 under regarding the Advisers Act and will provide the Advisor and the Board or Trustees with a copy of such code of ethics, together with evidence of its adoption. Within forty-five (45) days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, chief compliance officer or a vice-president of the Sub-Advisor shall certify to the Advisor that the Sub-Advisor has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation adequacy of the Sub-Advisor’s code compliance policies and procedures as they relate to the Allocated Portion, and the effectiveness of ethics ortheir implementation; (xx) acknowledges receipt of the Funds’ most current prospectus and statement of additional information contained in the Trust’s registration statement (collectively, if the “Prospectus”); (xxi) acknowledges and agrees that it has not received legal or regulatory advice from the Funds, the Advisor or any of their respective employees or representatives, and is not entitled to rely on any statements or omissions by such a material violation has occurredemployees or representatives regarding applicable law or regulation in satisfying its obligations hereunder, including its obligation to comply with all applicable laws and regulations; provided, however, that appropriate action was taken in response to such violation. Upon the written request of the Advisor, the Sub-Advisor shall permit may rely on statements made in the Funds’ Prospectus and on the Investment Guidelines provided by Advisor, its employees or its agents to examine the reports required extent such documentation sets forth the investment principles and restrictions relating to be made the management of the Allocated Portion; (xxii) shall comply with all laws, rules, regulations and orders applicable to the Sub-Advisor by Rule 17j-1(c)(1) and Rule 204A-1(b) and all other records relevant with regard to the Sub-Advisor’s code of ethics.Services; and (fxxiii) it has provided the Fund and the Advisor with a copy of its Form ADV Parts 1 and 2, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments to the Fund and the Advisor at least annually. Such amendments shall reflect all changes in the Sub-Advisor’s organizational structure, professional staff or other significant developments affecting the Sub-Advisor, as required by the Advisers Act. (g) it will notify the Fund and the Advisor of any assignment of this Agreement or change of control of the Sub-Advisor, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Fund or senior management of the Sub-Advisor, in each case prior to or promptly after, such change. The Sub-Advisor agrees to bear all reasonable expenses of the Fund, if any, arising out of an assignment or change in control. (h) it will promptly notify the Advisor of if any financial condition that is likely to impair the Sub-Advisor’s ability to fulfill its commitment under this Agreement. (i) it agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage and, upon the written request of the Advisor, provide evidence of such insurance coverage to the Advisor. (j) it and any of their respective covered persons as set forth in Regulation D: (i) are not subject to a disqualifying event as defined in Rule 506 of Regulation D (a “Disqualifying Event”), have obtained a waiver from disqualification or have fully disclosed any Disqualifying Event that occurred prior to the effective date of this Agreement to Adviser or, as necessary, to any potential investor; and (ii) have informed Adviser of any event or proceeding that could, with the passage of time, become a Disqualifying Event and (k) it shall promptly notify the Fund and the Advisor of circumstances which would make any of its above representations and warranties made in this Section 9 inaccurate, misleading, untrue or incomplete in any material respect1(c) are no longer true and accurate.

Representations, Warranties and Covenants of the Sub-Advisor. The Sub-Advisor hereby represents, warrants warrants, covenants and covenants to the Fund and the Advisor thatagrees that it: (ai) The Sub-Advisor is currently in material compliance has all requisite power and shall at authority to enter into and perform its obligations under this Agreement, and has taken all times continue necessary corporate action to materially comply with the requirement imposed upon authorize its execution, delivery and performance of this Agreement; (ii) has duly executed and delivered this Agreement, and this Agreement constitutes a legal, valid and binding agreement of the Sub-Advisor by applicable law and regulations. (b) The enforceable against the Sub-Advisor in accordance with its terms; (iiii) is registered and will maintain its registration as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; ; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will shall promptly notify the Advisor of the occurrence of any event that would disqualify the Sub-Advisor from serving as an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company 1940 Act or otherwise; (v) is registered with the Commodity Futures Trading Commission (“CFTC”) in all capacities, if any, in which the Sub-Advisor is required under the Commodity Exchange Act (“CEA”) and the CFTC’s regulations to be so registered and is registered with the National Futures Association (“NFA”) if required to be a member thereof; (vi) shall comply with such other requirements of the CEA and CFTC regulations that apply to Sub-Advisor with regard to the Fund; (vii) shall cooperate by assisting the Advisor in fulfilling any disclosure or reporting requirements applicable to the Fund under the CEA and/or CFTC regulations; (viii) has delivered to the Advisor and the Trust a copy of its Form ADV as most recently filed with the Securities and Exchange Commission (“SEC”) and shall promptly furnish the Advisor and the Trust all amendments or supplements to its Form ADV; (ix) has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, will provide the Advisor and the Trust with a copy of such code of ethics upon the execution of this Agreement. The On at least an annual basis, the Sub-Advisor will also comply with the reporting requirements of Rule 17j-1, which may include: (i) certifying to the Advisor that the Sub-Advisor and its access persons have complied with the Sub-Advisor’s code of ethics with respect to the Sub-Advisor Account, and (ii) identifying any material violations which have occurred with respect to the Sub-Advisor Account; (x) upon reasonable notice from and the reasonable request of the Advisor, the Sub-Advisor shall permit the Advisor, its employees and its agents to examine the reports required to be made by the Sub-Advisor pursuant to Rule 17j-1 and all other records relevant to the Sub-Advisor’s code of ethics; (xi) is not currently the subject of, and has not been the subject of during the last (3) years, any enforcement action by the SEC, CFTC or other regulatory authority; (xii) shall promptly notify the Fund and Advisor in the event that the Sub-Advisor if it or any of its affiliates becomes aware that the Sub-Advisor (a) is the subject of an administrative proceeding or enforcement action by the SEC, CFTC or other regulatory authority or (b) is, or will likely be, served or otherwise receives given notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, or governmental authority, involving the affairs of the FundTrust, provided, however, that routine regulatory examinations shall not be required to be reported by this provision. (c) it has all other governmental, regulatory and self-regulatory registrations, licenses and memberships necessary to perform its obligations hereunder, and it will maintain and renew such registrations, licenses and memberships during the term of this Agreement; (d) all information provided by the Sub-Advisor to the Fund or the Advisor hereunder is complete, true and accurate in all material respects, and neither such information nor the Investor Materials (but solely with respect to any information therein related to the Sub-Advisor) contains any untrue statement of material fact , or omits to state a material fact required or necessary to be stated therein in order to prevent the statements made therein, in light of the circumstances under which they are made, from being misleading; and there are no actions, suits, proceedings, subpoenas, orders or investigations pending or threatened against the Sub-Advisor or any other Sub-Advisor Party, at law or in equity or before or by of their affiliates and that is reasonably likely to have a material adverse effect on any federal, state, municipal, foreign or other governmental department, commission, board, bureau, agency, or instrumentality, or any other governmental, regulatory or self-regulatory authority or any exchangeof them; (exiii) maintains errors and omissions insurance coverage as disclosed to Advisor and shall upon request provide to Advisor any information it has adopted may reasonably require concerning the amount of or scope of such insurance; (xiv) is not a written code of ethics complying party to any agreement, arrangement, or understanding such as a non-compete that would restrict, limit, or otherwise interfere with the requirements ability of Rule 17j-1 under the Investment Company Act and Rule 204A-1 under the Advisers Act and will provide Trust, the Advisor and the Board or Trustees with a copy any of such code of ethics, together with evidence of its adoption. Within forty-five (45) days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, chief compliance officer their respective affiliates to employ or a vice-president of the Sub-Advisor shall certify to the Advisor that the Sub-Advisor has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of engage the Sub-Advisor’s code key investment professionals or any entity managed by such investment professionals, now or in the future, to manage the Sub-Advisor Account or any other assets managed by Advisor or any of ethics orits affiliates; (xv) has adopted and implemented written policies and procedures, if such a material violation has occurredas required by Rule 206(4)-7 under the Advisers Act, that appropriate action was taken in response which are reasonably designed to such violationprevent violations of federal securities laws by the Sub-Advisor, its employees, officers, and agents. Upon the written request of the Advisorreasonable notice to and reasonable request, the Sub-Advisor shall permit provide the Advisor, its employees or its agents Advisor with access to examine the reports required records relating to be made such policies and procedures as they relate to the Sub-Advisor by Rule 17j-1(c)(1) and Rule 204A-1(b) and all other records relevant to the Sub-Advisor’s code of ethics. (f) it has provided the Fund and the Advisor with a copy of its Form ADV Parts 1 and 2, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments to the Fund and the Advisor at least annually. Such amendments shall reflect all changes in the Sub-Advisor’s organizational structure, professional staff or other significant developments affecting the Sub-Advisor, as required by the Advisers Act. (g) it will notify the Fund and the Advisor of any assignment of this Agreement or change of control of the Sub-Advisor, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Fund or senior management of the Sub-Advisor, in each case prior to or promptly after, such changeAccount. The Sub-Advisor agrees to bear all will also provide, at the reasonable expenses of the Fund, if any, arising out of an assignment or change in control. (h) it will promptly notify the Advisor of any financial condition that is likely to impair the Sub-Advisor’s ability to fulfill its commitment under this Agreement. (i) it agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage and, upon the written request of the Advisor, provide evidence of such insurance coverage periodic certifications, in a form reasonably acceptable to the Advisor. (j) it , attesting to such written policies and any of their respective covered persons as set forth in Regulation D: (i) are not subject to a disqualifying event as defined in Rule 506 of Regulation D (a “Disqualifying Event”), have obtained a waiver from disqualification or have fully disclosed any Disqualifying Event that occurred prior to the effective date of this Agreement to Adviser or, as necessary, to any potential investorprocedures; and (ii) have informed Adviser of any event or proceeding that could, with the passage of time, become a Disqualifying Event and (kxvi) it shall promptly notify acknowledges receipt of the Fund Fund’s most current prospectus and statement of additional information contained in the Advisor of circumstances which would make any of its representations and warranties made in this Section 9 inaccurateTrust’s registration statement (collectively, misleading, untrue or incomplete in any material respectthe “Prospectus”).

Representations, Warranties and Covenants of the Sub-Advisor. The Sub-Advisor hereby represents, warrants warrants, covenants and covenants to the Fund and the Advisor thatagrees that it: (ai) The Sub-Advisor is currently in material compliance has all requisite power and shall at authority to enter into and perform its obligations under this Agreement, and has taken all times continue necessary corporate action to materially comply with the requirement imposed upon authorize its execution, delivery and performance of this Agreement; (ii) has duly executed and delivered this Agreement, and this Agreement constitutes a legal, valid and binding agreement of the Sub-Advisor by applicable law and regulations. (b) The enforceable against the Sub-Advisor in accordance with its terms; (iiii) is registered and will maintain its registration as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; ; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will shall promptly notify the Advisor of the occurrence of any event that would disqualify the Sub-Advisor from serving as an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company 1940 Act or otherwise. The Sub-Advisor will also promptly notify the Fund and the Advisor if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Fund, provided, however, that routine regulatory examinations shall not be required to be reported by this provision. (c) it has all other governmental, regulatory and self-regulatory registrations, licenses and memberships necessary to perform its obligations hereunder, and it will maintain and renew such registrations, licenses and memberships during the term of this Agreement; (dv) is registered with the Commodity Futures Trading Commission (“CFTC”) in all information provided by capacities, if any, in which the Sub-Advisor is required under the Commodity Exchange Act (“CEA”) and the CFTC’s regulations to be so registered and is registered with the National Futures Association (“NFA”) if required to be a member thereof; (vi) shall comply with such other requirements of the CEA and CFTC regulations, if any, that apply to Sub-Advisor with regard to the Fund; (vii) shall cooperate by using commercially reasonable efforts to assist the Advisor in fulfilling any disclosure or reporting requirements applicable to the Fund or under the Advisor hereunder is complete, true and accurate in all material respects, and neither such information nor the Investor Materials (but solely with respect to any information therein related to the Sub-Advisor) contains any untrue statement of material fact or omits to state a material fact required or necessary to be stated therein in order to prevent the statements made therein, in light of the circumstances under which they are made, from being misleading; and there are no actions, suits, proceedings, subpoenas, orders or investigations pending or threatened against the Sub-Advisor or any other Sub-Advisor Party, at law or in equity or before or by any federal, state, municipal, foreign or other governmental department, commission, board, bureau, agency, or instrumentality, or any other governmental, regulatory or self-regulatory authority or any exchangeCEA and/or CFTC regulations; (eviii) it has delivered to the Advisor and the Trust a copy of its Form ADV as most recently filed with the Securities and Exchange Commission (“SEC”) and shall promptly furnish the Advisor and the Trust all amendments or supplements to its Form ADV; (ix) has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company 1940 Act and Rule 204A-1 under the Advisers Act and and, if it has not already done so, will provide the Advisor and the Board or Trustees Trust with a copy of such code of ethicsethics upon the execution of this Agreement. On at least an annual basis, together with evidence of its adoption. Within forty-five (45) days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, chief compliance officer or a vice-president of the Sub-Advisor shall certify will comply with the reporting requirements of Rule 17j-1, which may include: (i) certifying to the Advisor that the Sub-Advisor has and its access persons have complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of the Sub-Advisor’s code of ethics orwith respect to the Sub-Advisor Account, if such a and (ii) identifying any material violation has occurred, that appropriate action was taken in response violations which have occurred with respect to such violation. Upon the written Sub-Advisor Account; (x) upon reasonable notice from and the reasonable request of the Advisor, the Sub-Advisor shall permit the Advisor, its employees or and its agents to examine the reports required to be made to by the Sub-Advisor by pursuant to Rule 17j-1(c)(1) and Rule 204A-1(b) 17j-1 and all other records relevant to the Sub-Advisor’s code of ethics. (fxi) it is not currently the subject of, and has provided not been the Fund and subject of during the Advisor with a copy of its Form ADV Parts 1 and 2last (3) years, which as of the date of this Agreement is its Form ADV as most recently filed with any enforcement action by the SEC, and CFTC or other regulatory authority; (xii) shall promptly will furnish a copy of all amendments to the Fund and notify the Advisor at least annually. Such amendments shall reflect all changes in the event that the Sub-Advisor’s organizational structureAdvisor or any of its affiliates becomes aware that the Sub-Advisor (a) is the subject of an administrative proceeding or enforcement action by the SEC, professional staff CFTC or other significant developments affecting regulatory authority or (b) has been served or otherwise given formal notice of any action, suit, or proceeding before or by any court, public board or body, or governmental authority, relating to the Sub-Advisor or the affairs of the Trust; (xiii) maintains errors and omissions insurance coverage in an appropriate scope and amount in its commercially reasonable judgment and shall, upon request, provide to Advisor any information it may reasonably require concerning the amount of or scope of such insurance; (xiv) has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Sub-Advisor, as required by the Advisers Act. (g) it will notify the Fund its employees, officers, and the Advisor of any assignment of this Agreement or change of control of agents. Upon reasonable notice to and reasonable request, the Sub-Advisor, Advisor shall provide the Advisor with access to the records relating to such policies and procedures as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Fund or senior management of they relate to the Sub-Advisor, in each case prior to or promptly after, such changeAdvisor Account. The Sub-Advisor agrees to bear all will also provide, at the reasonable expenses of the Fund, if any, arising out of an assignment or change in control. (h) it will promptly notify the Advisor of any financial condition that is likely to impair the Sub-Advisor’s ability to fulfill its commitment under this Agreement. (i) it agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage and, upon the written request of the Advisor, provide evidence of such insurance coverage periodic certifications, in a form reasonably acceptable to the Advisor. (j) it , attesting to such written policies and any of their respective covered persons as set forth in Regulation D: (i) are not subject to a disqualifying event as defined in Rule 506 of Regulation D (a “Disqualifying Event”), have obtained a waiver from disqualification or have fully disclosed any Disqualifying Event that occurred prior to the effective date of this Agreement to Adviser or, as necessary, to any potential investorprocedures; and (ii) have informed Adviser of any event or proceeding that could, with the passage of time, become a Disqualifying Event and (kxv) it shall promptly notify acknowledges receipt of the Fund Fund’s most current prospectus and statement of additional information contained in the Advisor of circumstances which would make any of its representations and warranties made in this Section 9 inaccurateTrust’s registration statement (collectively, misleading, untrue or incomplete in any material respectthe “Prospectus”).

Representations, Warranties and Covenants of the Sub-Advisor. The Sub-Advisor hereby represents, warrants warrants, covenants and covenants to the Fund and the Advisor thatagrees that it: (ai) The Sub-Advisor is currently in material compliance has all requisite power and shall at authority to enter into and perform its obligations under this Agreement, and has taken all times continue necessary corporate action to materially comply with the requirement imposed upon authorize its execution, delivery and performance of this Agreement; (ii) has duly executed and delivered this Agreement, and this Agreement constitutes a legal, valid and binding agreement of the Sub-Advisor by applicable law and regulations. (b) The enforceable against the Sub-Advisor in accordance with its terms; (iiii) is registered and will maintain its registration as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; ; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will shall promptly notify the Advisor of the occurrence of any event that would disqualify the Sub-Advisor from serving as an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company 1940 Act or otherwise; (v) is registered with the Commodity Futures Trading Commission (“CFTC”) in all capacities, if any, in which the Sub-Advisor is required under the Commodity Exchange Act (“CEA”) and the CFTC’s regulations to be so registered and is registered with the National Futures Association (“NFA”) if required to be a member thereof; (vi) shall comply with such other requirements of the CEA and CFTC regulations that apply to Sub-Advisor with regard to the Fund; (vii) shall cooperate by assisting the Advisor in fulfilling any disclosure or reporting requirements applicable to the Fund under the CEA and/or CFTC regulations; (viii) has delivered to the Advisor and the Trust a copy of its Form ADV as most recently filed with the Securities and Exchange Commission (“SEC”) and shall promptly furnish the Advisor and the Trust all amendments or supplements to its Form ADV; (ix) has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, will provide the Advisor and the Trust with a copy of such code of ethics upon the execution of this Agreement. The On at least an annual basis, the Sub-Advisor will also comply with the reporting requirements of Rule 17j-1, which may include: (i) certifying to the Advisor that the Sub-Advisor and its access persons have complied with the Sub-Advisor’s code of ethics with respect to the Sub-Advisor Account, and (ii) identifying any material violations which have occurred with respect to the Sub-Advisor Account; (x) upon reasonable notice from and the reasonable request of the Advisor, the Sub-Advisor shall permit the Advisor, its employees and its agents to examine the reports required to be made by the Sub-Advisor pursuant to Rule 17j-1 and all other records relevant to the Sub-Advisor’s code of ethics. (xi) is not currently the subject of, and has not been the subject of during the last (3) years, any enforcement action by the SEC, CFTC or other regulatory authority; (xii) shall promptly notify the Fund and Advisor in the event that the Sub-Advisor if it or any of its affiliates becomes aware that the Sub-Advisor (a) is the subject of an administrative proceeding (other than a routine inspection or audit) or enforcement action by the SEC, CFTC or other regulatory authority or (b) is, or will likely be, served or otherwise receives given notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, or governmental authority, involving the affairs of the FundTrust, provided, however, that routine regulatory examinations shall not be required to be reported by this provision. (c) it has all other governmental, regulatory and self-regulatory registrations, licenses and memberships necessary to perform its obligations hereunder, and it will maintain and renew such registrations, licenses and memberships during the term of this Agreement; (d) all information provided by the Sub-Advisor to the Fund or the Advisor hereunder is complete, true and accurate in all material respects, and neither such information nor the Investor Materials (but solely with respect to any information therein related to the Sub-Advisor) contains any untrue statement of material fact , or omits to state a material fact required or necessary to be stated therein in order to prevent the statements made therein, in light of the circumstances under which they are made, from being misleading; and there are no actions, suits, proceedings, subpoenas, orders or investigations pending or threatened against the Sub-Advisor or any other Sub-Advisor Party, at law or in equity or before or by any federal, state, municipal, foreign or other governmental department, commission, board, bureau, agency, or instrumentality, or any other governmental, regulatory or self-regulatory authority or any exchangeof their affiliates; (exiii) maintains errors and omissions insurance coverage in an appropriate scope and amount and shall upon request provide to Advisor any information it has adopted may reasonably require concerning the amount of or scope of such insurance; (xiv) is not a written code party to any agreement, arrangement, or understanding such as a non-compete (other than pursuant to Section 10 of ethics complying this Agreement) that would restrict, limit, or otherwise interfere with the requirements ability of Rule 17j-1 under the Investment Company Act and Rule 204A-1 under the Advisers Act and will provide Trust, the Advisor and the Board or Trustees with a copy any of such code of ethics, together with evidence of its adoption. Within forty-five (45) days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, chief compliance officer their respective affiliates to employ or a vice-president of the Sub-Advisor shall certify to the Advisor that the Sub-Advisor has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of engage the Sub-Advisor’s code key investment professionals or any entity managed by such investment professionals, now or in the future, to manage the Sub-Advisor Account or any other assets managed by Advisor or any of ethics orits affiliates; (xv) has adopted and implemented written policies and procedures, if such a material violation has occurredas required by Rule 206(4)-7 under the Advisers Act, that appropriate action was taken in response which are reasonably designed to such violationprevent violations of federal securities laws by the Sub-Advisor, its employees, officers, and agents. Upon the written request of the Advisorreasonable notice to and reasonable request, the Sub-Advisor shall permit provide the Advisor, its employees or its agents Advisor with access to examine the reports required records relating to be made such policies and procedures as they relate to the Sub-Advisor by Rule 17j-1(c)(1) and Rule 204A-1(b) and all other records relevant to the Sub-Advisor’s code of ethics. (f) it has provided the Fund and the Advisor with a copy of its Form ADV Parts 1 and 2, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments to the Fund and the Advisor at least annually. Such amendments shall reflect all changes in the Sub-Advisor’s organizational structure, professional staff or other significant developments affecting the Sub-Advisor, as required by the Advisers Act. (g) it will notify the Fund and the Advisor of any assignment of this Agreement or change of control of the Sub-Advisor, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Fund or senior management of the Sub-Advisor, in each case prior to or promptly after, such changeAccount. The Sub-Advisor agrees to bear all will also provide, at the reasonable expenses of the Fund, if any, arising out of an assignment or change in control. (h) it will promptly notify the Advisor of any financial condition that is likely to impair the Sub-Advisor’s ability to fulfill its commitment under this Agreement. (i) it agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage and, upon the written request of the Advisor, provide evidence of such insurance coverage periodic certifications, in a form reasonably acceptable to the Advisor. (j) it , attesting to such written policies and any of their respective covered persons as set forth in Regulation D: (i) are not subject to a disqualifying event as defined in Rule 506 of Regulation D (a “Disqualifying Event”), have obtained a waiver from disqualification or have fully disclosed any Disqualifying Event that occurred prior to the effective date of this Agreement to Adviser or, as necessary, to any potential investorprocedures; and (ii) have informed Adviser of any event or proceeding that could, with the passage of time, become a Disqualifying Event and (kxvi) it shall promptly notify acknowledges receipt of the Fund Fund’s most current prospectus and statement of additional information contained in the Advisor of circumstances which would make any of its representations and warranties made in this Section 9 inaccurateTrust’s registration statement (collectively, misleading, untrue or incomplete in any material respectthe “Prospectus”).

Representations, Warranties and Covenants of the Sub-Advisor. The Sub-Advisor hereby represents, warrants warrants, covenants and covenants to the Fund and the Advisor thatagrees that it: (ai) The Sub-Advisor is currently in material compliance has all requisite power and shall at authority to enter into and perform its obligations under this Agreement, and has taken all times continue necessary corporate action to materially comply with the requirement imposed upon authorize its execution, delivery and performance of this Agreement; (ii) has duly executed and delivered this Agreement, and this Agreement constitutes a legal, valid and binding agreement of the Sub-Advisor by applicable law and regulations. (b) The enforceable against the Sub-Advisor in accordance with its terms; (iiii) is registered and will maintain its registration as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; ; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will shall promptly notify the Advisor of the occurrence of any event that would disqualify the Sub-Advisor from serving as an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company 1940 Act or otherwise; (v) is registered with the Commodity Futures Trading Commission (“CFTC”) in all capacities, if any, in which the Sub-Advisor is required under the Commodity Exchange Act (“CEA”) and the CFTC’s regulations to be so registered and is registered with the National Futures Association (“NFA”) if required to be a member thereof; (vi) shall comply with such other requirements of the CEA and CFTC regulations that apply to Sub-Advisor with regard to the Fund; (vii) shall reasonably cooperate by assisting the Advisor in fulfilling any disclosure or reporting requirements applicable to the Fund under the CEA and/or CFTC regulations; (viii) has delivered to the Advisor and the Trust a copy of its Form ADV as most recently filed with the Securities and Exchange Commission (“SEC”) and shall promptly furnish the Advisor and the Trust all amendments or supplements to its Form ADV; (ix) has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, will provide the Advisor and the Trust with a copy of such code of ethics upon the execution of this Agreement. The On at least an annual basis, the Sub-Advisor will also comply with the reporting requirements of Rule 17j-1, which may include: (i) certifying to the Advisor that the Sub-Advisor and its access persons have complied with the Sub-Advisor’s code of ethics with respect to the Sub-Advisor Account, and (ii) identifying any material violations which have occurred with respect to the Sub-Advisor Account; A/ 75705503.2 (x) upon reasonable notice from and the reasonable request of the Advisor, the Sub-Advisor shall permit the Advisor, its employees and its agents to examine the reports required to be made by the Sub-Advisor pursuant to Rule 17j-1 and all other records relevant to material violations of the Sub-Advisor’s code of ethics; provided, that this shall not require the Sub-Advisor to provide holding reports or transaction reports of any person filing such reports under the code of ethics of the Sub-Advisor (or similar documents detailing personal trades) except for portions of any such holding reports or transactions reports relating to any such material violations of the code of ethics. (xi) it is not currently the subject of, and has not been the subject of during the last (3) years, any enforcement action by the SEC, CFTC or other regulatory authority; (xii) shall promptly notify the Fund and Advisor in the event that the Sub-Advisor if it or any of its affiliates becomes aware that the Sub-Advisor (a) is the subject of an administrative proceeding or enforcement action by the SEC, CFTC or other regulatory authority or (b) is, or will likely be, served or otherwise receives given notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, or governmental authority, involving the affairs of the FundTrust, provided, however, that routine regulatory examinations shall not be required to be reported by this provision. (c) it has all other governmental, regulatory and self-regulatory registrations, licenses and memberships necessary to perform its obligations hereunder, and it will maintain and renew such registrations, licenses and memberships during the term of this Agreement; (d) all information provided by the Sub-Advisor to the Fund or the Advisor hereunder is complete, true and accurate in all material respects, and neither such information nor the Investor Materials (but solely with respect to any information therein related to the Sub-Advisor) contains any untrue statement of material fact , or omits to state a material fact required or necessary to be stated therein in order to prevent the statements made therein, in light of the circumstances under which they are made, from being misleading; and there are no actions, suits, proceedings, subpoenas, orders or investigations pending or threatened against the Sub-Advisor or any other Sub-Advisor Party, at law or in equity or before or by any federal, state, municipal, foreign or other governmental department, commission, board, bureau, agency, or instrumentality, or any other governmental, regulatory or self-regulatory authority or any exchangeof their affiliates; (exiii) it has adopted maintains errors and omissions insurance coverage in an appropriate scope and amount and shall upon request provide to Advisor any information it may reasonably require concerning the amount of or scope of such insurance; (xiv) it is not a written code of ethics complying party to any agreement, arrangement, or understanding such as a non-compete that would restrict, limit, or otherwise interfere with the requirements ability of Rule 17j-1 under the Investment Company Act and Rule 204A-1 under the Advisers Act and will provide Trust, the Advisor and the Board or Trustees with a copy any of such code of ethics, together with evidence of its adoption. Within forty-five (45) days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, chief compliance officer their respective affiliates to employ or a vice-president of the Sub-Advisor shall certify to the Advisor that the Sub-Advisor has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of engage the Sub-Advisor’s code key investment professionals or any entity managed by such investment professionals, now or in the future, to manage the Sub-Advisor Account or any other assets managed by Advisor or any of ethics orits affiliates; (xv) has adopted and implemented written policies and procedures, if such a material violation has occurredas required by Rule 206(4)-7 under the Advisers Act, that appropriate action was taken in response which are reasonably designed to such violationprevent violations of federal securities laws by the Sub-Advisor, its employees, officers, and agents. Upon the written request of the Advisorreasonable notice to and reasonable request, the Sub-Advisor shall permit provide the Advisor, its employees or its agents Advisor with access to examine the reports required records relating to be made such policies and procedures as they relate to the Sub-Advisor by Rule 17j-1(c)(1) and Rule 204A-1(b) and all other records relevant to the Sub-Advisor’s code of ethics. (f) it has provided the Fund and the Advisor with a copy of its Form ADV Parts 1 and 2, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments to the Fund and the Advisor at least annually. Such amendments shall reflect all changes in the Sub-Advisor’s organizational structure, professional staff or other significant developments affecting the Sub-Advisor, as required by the Advisers Act. (g) it will notify the Fund and the Advisor of any assignment of this Agreement or change of control of the Sub-Advisor, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Fund or senior management of the Sub-Advisor, in each case prior to or promptly after, such changeAccount. The Sub-Advisor agrees to bear all will also provide, at the reasonable expenses of the Fund, if any, arising out of an assignment or change in control. (h) it will promptly notify the Advisor of any financial condition that is likely to impair the Sub-Advisor’s ability to fulfill its commitment under this Agreement. (i) it agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage and, upon the written request of the Advisor, provide evidence of such insurance coverage periodic certifications, in a form reasonably acceptable to the Advisor. (j) it , attesting to such written policies and any of their respective covered persons as set forth in Regulation D: (i) are not subject to a disqualifying event as defined in Rule 506 of Regulation D (a “Disqualifying Event”), have obtained a waiver from disqualification or have fully disclosed any Disqualifying Event that occurred prior to the effective date of this Agreement to Adviser or, as necessary, to any potential investorprocedures; and (ii) have informed Adviser of any event or proceeding that could, with the passage of time, become a Disqualifying Event and (kxvi) it shall promptly notify acknowledges receipt of the Fund Fund’s most current prospectus and statement of additional information contained in the Advisor of circumstances which would make any of its representations and warranties made in this Section 9 inaccurateTrust’s registration statement (collectively, misleading, untrue or incomplete in any material respect.the “Prospectus”). A/75705503.2

Representations, Warranties and Covenants of the Sub-Advisor. The Sub-Advisor hereby represents, warrants warrants, covenants and covenants to the Fund and the Advisor thatagrees that it: (ai) The Sub-Advisor is currently in material compliance has all requisite power and shall at authority to enter into and perform its obligations under this Agreement, and has taken all times continue necessary action to materially comply with the requirement imposed upon the Sub-Advisor by applicable law authorize its execution, delivery and regulations.performance of this Agreement; (b) The Sub-Advisor (iii) is registered and will maintain its registration as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; ; (iii) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will shall promptly notify the Advisor of the occurrence of any event that would disqualify the Sub-Advisor from serving as an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company 1940 Act or otherwise. The Sub-Advisor will also promptly notify the Fund and the Advisor if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Fund, provided, however, that routine regulatory examinations shall not be required to be reported by this provision. (c) it has all other governmental, regulatory and self-regulatory registrations, licenses and memberships necessary to perform its obligations hereunder, and it will maintain and renew such registrations, licenses and memberships during the term of this Agreement; (div) is registered with the Commodity Futures Trading Commission (“CFTC”) in all information provided by capacities, if any, in which the Sub-Advisor is required under the Commodity Exchange Act (“CEA”) and the CFTC’s regulations to be so registered and is registered with the National Futures Association (“NFA”) if required to be a member thereof; (v) shall comply with such other requirements of the CEA and CFTC regulations that apply to Sub-Advisor with regard to the Fund; (vi) shall reasonably cooperate, to the extent the Sub-Advisor has possession of the relevant information, in assisting the Advisor in fulfilling its disclosure or reporting requirements applicable to the Fund or under the Advisor hereunder is complete, true and accurate in all material respects, and neither such information nor the Investor Materials (but solely with respect to any information therein CEA and/or CFTC regulations related to the Sub-Advisor) contains any untrue statement of material fact or omits to state a material fact required or necessary to be stated therein in order to prevent the statements made therein, in light of the circumstances under which they are made, from being misleading; and there are no actions, suits, proceedings, subpoenas, orders or investigations pending or threatened against the Sub-Advisor or any other Sub-Advisor Party, at law or in equity or before or by any federal, state, municipal, foreign or other governmental department, commission, board, bureau, agency, or instrumentality, or any other governmental, regulatory or self-regulatory authority or any exchangeAccount; (evii) it has delivered to the Advisor and the Trust a copy of its Form ADV as most recently filed with the Securities and Exchange Commission (“SEC”) and shall promptly furnish the Advisor and the Trust all amendments or supplements to its Form ADV; (viii) has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company 1940 Act and Rule 204A-1 under the Advisers Act and and, if it has not already done so, will provide the Advisor and the Board or Trustees with a copy of such code of ethicsethics upon the execution of this Agreement. On at least an annual basis, together with evidence of its adoption. Within forty-five (45) days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, chief compliance officer or a vice-president of the Sub-Advisor shall certify will comply with the reporting requirements of Rule 17j-1 applicable to the Sub-Advisor Account, which may include; (i) certifying to the Advisor that the Sub-Advisor has and its access persons have complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of the Sub-Advisor’s code of ethics orwith respect to the Sub-Advisor Account, if such a and (ii) identifying any material violation has occurred, that appropriate action was taken in response violations which have occurred with respect to such violation. Upon the written Sub-Advisor Account; (ix) upon reasonable notice from and the reasonable request of the Advisor, the Sub-Advisor shall permit the Advisor, its employees or and its agents to examine the reports required to be made to the Sub-Advisor by Rule 17j-1(c)(1) and Rule 204A-1(b) and all other records relevant to the Sub-Advisor’s code of ethics in connection with the Sub-Advisor Account; provided that this shall not require the Sub-Advisor to provide holding reports or transaction reports of any person filing such reports under the code of ethics of Sub-Advisor (or similar documents detailing personal trades) unless related to a material violation of the code of ethics.; (fx) it is not currently the subject of, and has provided not been the Fund and subject of during the Advisor with a copy of its Form ADV Parts 1 and 2last (3) years, which as of the date of this Agreement is its Form ADV as most recently filed with any enforcement action by the SEC, and promptly will furnish a copy of all amendments CFTC or other regulatory authority; (xi) to the Fund and the Advisor at least annually. Such amendments shall reflect all changes in extent not prohibited by applicable law, the Sub-Advisor’s organizational structureAdvisor will notify the Advisor of any material pending formal regulatory or legal actions, professional staff or other significant developments affecting proceedings against the Sub-Advisor, the Sub-Advisor Account, Jxxxxx Xxxxx, or their respective subsidiaries, directors, officers, agents, or employees (the “Covered Persons”) that (i) is reasonably likely to have a materially adverse effect on the Covered Persons’ ability to continue to fulfill their duties, obligations, or responsibilities with respect to the Sub-Advisor Account, (ii) alleges fraud or material securities or commodities law violations by a Covered Person, or (iii) is a bankruptcy petition or proceeding with respect to the Sub-Advisor or its subsidiaries. The Sub-Advisor will provide the notice to the Advisor in writing promptly following the date on which the Sub-Advisor becomes aware of the action or litigation and determines that it may have such effect; (xii) maintains errors and omissions insurance coverage that it deems appropriate in scope and amount and shall upon reasonable request provide to Advisor any information it may reasonably require concerning the amount of or scope of such insurance; (xiii) is not a party to any agreement, arrangement, or understanding such as a non-compete that would, in any material respect, restrict, limit, or otherwise interfere with the ability of the Sub-Advisor and its key investment professionals associated with the Sub-Advisor Account to provide the continuous investment program contemplated hereby; (xiv) has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act. (g) it will notify , which are reasonably designed to prevent violations of the Fund and the Advisor of any assignment of this Agreement or change of control of Advisers Act by the Sub-Advisor, as applicableits employees, officers, and any changes in the key personnel who are either the portfolio manager(s) of the Fund or senior management of agents. Upon reasonable notice to and reasonable request, the Sub-Advisor, in each case prior Advisor shall provide the Advisor with access to or promptly after, records relating to such changepolicies and procedures as they relate to the Sub-Advisor Account. The Sub-Advisor agrees to bear all will also provide, at the reasonable expenses of the Fund, if any, arising out of an assignment or change in control. (h) it will promptly notify the Advisor of any financial condition that is likely to impair the Sub-Advisor’s ability to fulfill its commitment under this Agreement. (i) it agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage and, upon the written request of the Advisor, provide evidence of such insurance coverage periodic certifications, not more than quarterly, in a form reasonably acceptable to the Advisor and Sub-Advisor. (j) it , attesting to such written policies and any of their respective covered persons as set forth in Regulation D: (i) are not subject to a disqualifying event as defined in Rule 506 of Regulation D (a “Disqualifying Event”), have obtained a waiver from disqualification or have fully disclosed any Disqualifying Event that occurred prior to the effective date of this Agreement to Adviser or, as necessary, to any potential investorprocedures; and (ii) have informed Adviser of any event or proceeding that could, with the passage of time, become a Disqualifying Event and (kxv) it shall promptly notify acknowledges receipt of the Fund Fund’s most current prospectus and statement of additional information contained in the Advisor of circumstances which would make any of its representations and warranties made in this Section 9 inaccurateTrust’s registration statement (collectively, misleading, untrue or incomplete in any material respectthe “Prospectus”).

Representations, Warranties and Covenants of the Sub-Advisor. The Sub-Advisor hereby represents, warrants warrants, covenants and covenants to the Fund and the Advisor thatagrees that it: (ai) The Sub-has all requisite power and authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement; (ii) has duly executed and delivered this Agreement, and assuming due approval, execution and delivery of this Agreement and the Investment Advisory Agreement by the Advisor is currently in material compliance and shall at all times continue to materially comply with the requirement imposed upon Funds, this Agreement constitutes a legal, valid and binding agreement of the Sub-Advisor by applicable law and regulations. (b) The enforceable against the Sub-Advisor in accordance with its terms; (iiii) is registered and will maintain its registration as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; ; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will shall promptly notify the Advisor of the occurrence of any event that would disqualify the Sub-Advisor from serving as an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company 1940 Act or under the Advisers Act or otherwise; (v) is registered with the Commodity Futures Trading Commission (“CFTC”) in all capacities, if any, in which the Sub-Advisor is required under the Commodity Exchange Act (“CEA”) and the CFTC’s regulations to be so registered and is registered with the National Futures Association (“NFA”) if required to be a member thereof; (vi) shall comply with such other requirements of the CEA and CFTC regulations that apply to Sub-Advisor with regard to the Services; (vii) will maintain each such registration, license or membership in effect at all times during the term of this Agreement and will obtain and maintain such additional governmental, self-regulatory, exchange or other licenses, approvals and/or memberships and file and maintain effective such other registrations as may be required to enable the Sub-Advisor to perform its obligations under this Agreement; (viii) shall cooperate by reasonably assisting the Advisor in fulfilling any disclosure or reporting requirements applicable to the Funds under the CEA and/or CFTC regulations relating to the Allocated Portion or the Services; (ix) has delivered to the Advisor and the Company a copy of its Form ADV as most recently filed with the Securities and Exchange Commission (“SEC”) and shall promptly furnish the Advisor and the Company any material amendments or supplements to its Form ADV; (x) pursuant to Rule 206(4)-7 under the Advisers Act, has adopted written policies and procedures designed to prevent violations of the Advisers Act and the rules thereunder, including policies and procedures designed to minimize potential conflicts of interest among the Funds and any other accounts advised or managed by it or its affiliates, such as cross trading policies, as well as those designed to ensure the equitable allocation of portfolio transactions and brokerage commissions; (xi) has adopted a written code of ethics complying with the requirements of Rule 204A-1 of the Advisers Act, which will allow the Advisor to comply with the requirements of Rule 17j-1 under the 1940 Act, and, if it has not already done so, will provide the Advisor and the Company with a copy of such code of ethics upon the execution of this Agreement. The On at least an annual basis, the Sub-Advisor will also comply with the reporting requirements of Rule 17j-1, which may include: (i) certifying to the Advisor that the Sub-Advisor and its access persons have complied with the Sub-Advisor’s code of ethics with respect to the Allocated Portion, and (ii) identifying any material violations of the Sub-Advisor’s code of ethics that has occurred with respect to the Allocated Portion; (xii) has adopted policies and procedures as required under Section 204A of the Advisers Act, which are reasonably designed in light of the nature of its business to prevent the misuse, in violation of the Advisers Act or the Exchange Act or the rules thereunder, of material non-public information by the Sub-Advisor or certain associated persons, and has adopted policies and procedures to monitor and restrict securities trading by certain employees of the Sub-Advisor; (xiii) shall not receive any incentive fees for outperforming the underlying Licensed Index of any Fund; (xiv) to the best of Sub-Advisor’s knowledge, is not currently the subject of, and has not been the subject of during the last (3) years, any enforcement action by the SEC, CFTC or other regulatory authority; (xv) shall provide the Company with the certification required by Rule 17j-1 under the 1940 Act; (xvi) shall promptly notify the Fund and Advisor in the event that the Sub-Advisor if it becomes aware that the Sub-Advisor (a) is the subject of an administrative proceeding or enforcement action by the SEC, CFTC or other regulatory authority or (b) is served or otherwise receives notice of any action, suit, suit or proceeding, inquiry or investigation, at law or in equity, before or by any court, public board governmental authority or bodyadministrative or self-regulatory agency, involving the affairs Sub-Advisor’s management of the FundAllocated Portion or that may, providedin the reasonable determination of the Sub-Advisor in respect of the period beginning on the date of determination and the subsequent sixty (60) calendar days, however, that routine regulatory examinations shall not be required to be reported by this provision. (c) it has all other governmental, regulatory and self-regulatory registrations, licenses and memberships necessary to perform its obligations hereunder, and it will maintain and renew such registrations, licenses and memberships during have a material impact on the term ability of this Agreement; (d) all information provided by the Sub-Advisor to provide the Fund Services; (xvii) maintains errors and omissions insurance coverage in an appropriate scope and amount and shall upon request provide to Advisor a certificate of insurance evidencing same; (xviii) is not a party to any agreement, arrangement, or understanding such as a non-compete that would restrict or limit the ability of the Company, the Advisor hereunder is completeor any of their respective affiliates to employ or engage the Sub-Advisor now or in the future, true to manage the Allocated Portion; (xix) has adopted and accurate in all material respectsimplemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Sub-Advisor, its employees, officers, and neither such information nor agents. Upon reasonable notice to and reasonable request, the Investor Materials (but solely Sub-Advisor shall provide the Advisor with respect to any information therein related access to the Sub-Advisor) contains any untrue statement of material fact or omits to state a material fact required or necessary to be stated therein ’s chief compliance officer in order to prevent enable the statements made thereinFunds to comply with Rule 38a-1 under the 1940 Act. The Sub-Advisor will also provide, in light at the reasonable request of the circumstances under which they are madeAdvisor, from being misleading; and there are no actions, suits, proceedings, subpoenas, orders or investigations pending or threatened against periodic certifications as to the Sub-Advisor or any other Sub-Advisor Party, at law or in equity or before or by any federal, state, municipal, foreign or other governmental department, commission, board, bureau, agency, or instrumentality, or any other governmental, regulatory or self-regulatory authority or any exchange; (e) it has adopted a written code of ethics complying Advisor's compliance with the requirements of Federal Securities Laws, as defined in Rule 17j-1 38a-1 under the Investment Company Act 1940 Act, in providing the Services and Rule 204A-1 under regarding the Advisers Act and will provide the Advisor and the Board or Trustees with a copy of such code of ethics, together with evidence of its adoption. Within forty-five (45) days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, chief compliance officer or a vice-president of the Sub-Advisor shall certify to the Advisor that the Sub-Advisor has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation adequacy of the Sub-Advisor’s code compliance policies and procedures as they relate to the Allocated Portion, and the effectiveness of ethics ortheir implementation; (xx) acknowledges receipt of the Funds’ most current prospectus and statement of additional information contained in the Company’s registration statement (collectively, if the “Prospectus”); (xxi) acknowledges and agrees that it has not received legal or regulatory advice from the Funds, the Advisor or any of their respective employees or representatives, and is not entitled to rely on any statements or omissions by such a material violation has occurredemployees or representatives regarding applicable law or regulation in satisfying its obligations hereunder, including its obligation to comply with all applicable laws and regulations; provided, however, that appropriate action was taken in response to such violation. Upon the written request of the Advisor, the Sub-Advisor shall permit may rely on statements made in the Funds’ Prospectus and on the Investment Guidelines provided by Advisor, its employees or its agents to examine the reports required extent such documentation sets forth the investment principles and restrictions relating to be made the management of the Allocated Portion; (xxii) shall comply with all laws, rules, regulations and orders applicable to the Sub-Advisor by Rule 17j-1(c)(1) and Rule 204A-1(b) and all other records relevant with regard to the Sub-Advisor’s code of ethics.Services; and (fxxiii) it has provided the Fund and the Advisor with a copy of its Form ADV Parts 1 and 2, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments to the Fund and the Advisor at least annually. Such amendments shall reflect all changes in the Sub-Advisor’s organizational structure, professional staff or other significant developments affecting the Sub-Advisor, as required by the Advisers Act. (g) it will notify the Fund and the Advisor of any assignment of this Agreement or change of control of the Sub-Advisor, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Fund or senior management of the Sub-Advisor, in each case prior to or promptly after, such change. The Sub-Advisor agrees to bear all reasonable expenses of the Fund, if any, arising out of an assignment or change in control. (h) it will promptly notify the Advisor of if any financial condition that is likely to impair the Sub-Advisor’s ability to fulfill its commitment under this Agreement. (i) it agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage and, upon the written request of the Advisor, provide evidence of such insurance coverage to the Advisor. (j) it and any of their respective covered persons as set forth in Regulation D: (i) are not subject to a disqualifying event as defined in Rule 506 of Regulation D (a “Disqualifying Event”), have obtained a waiver from disqualification or have fully disclosed any Disqualifying Event that occurred prior to the effective date of this Agreement to Adviser or, as necessary, to any potential investor; and (ii) have informed Adviser of any event or proceeding that could, with the passage of time, become a Disqualifying Event and (k) it shall promptly notify the Fund and the Advisor of circumstances which would make any of its above representations and warranties made in this Section 9 inaccurate, misleading, untrue or incomplete in any material respect1(c) are no longer true and accurate.

Representations, Warranties and Covenants of the Sub-Advisor. The Sub-Advisor hereby represents, warrants warrants, covenants and covenants to the Fund and the Advisor thatagrees that it: (ai) The Sub-Advisor is currently in material compliance has all requisite power and shall at authority to enter into and perform its obligations under this Agreement, and has taken all times continue necessary corporate action to materially comply with the requirement imposed upon authorize its execution, delivery and performance of this Agreement; (ii) has duly executed and delivered this Agreement, and this Agreement constitutes a legal, valid and binding agreement of the Sub-Advisor by applicable law and regulations. (b) The enforceable against the Sub-Advisor in accordance with its terms; (iiii) is registered and will maintain its registration as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; ; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will shall promptly notify the Advisor of the occurrence of any event that would disqualify the Sub-Advisor from serving as an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company 1940 Act or otherwise; (v) is registered with the Commodity Futures Trading Commission (“CFTC”) in all capacities, if any, in which the Sub-Advisor is required under the Commodity Exchange Act (“CEA”) and the CFTC’s regulations to be so registered and is registered with the National Futures Association (“NFA”) if required to be a member thereof; (vi) shall comply with such other requirements of the CEA and CFTC regulations that apply to Sub-Advisor with regard to the Sub-Advisor Account; (vii) shall cooperate by assisting the Advisor in fulfilling any disclosure or reporting requirements applicable to the Fund under the CEA and/or CFTC regulations; (viii) has delivered to the Advisor and the Trust a copy of its Form ADV as most recently filed with the Securities and Exchange Commission (“SEC”) and shall promptly furnish the Advisor and the Trust all amendments or supplements to its Form ADV; (ix) has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, will provide the Advisor and the Trust with a copy of such code of ethics upon the execution of this Agreement. The On at least an annual basis, the Sub-Advisor will also comply with the reporting requirements of Rule 17j-1, which may include: (i) certifying to the Advisor regarding the Sub-Advisor’s and its access persons’ compliance (except as otherwise noted in the certification) with the Sub-Advisor’s code of ethics with respect to the Sub-Advisor Account , and (ii) identifying any material violations of the code which have occurred with respect to the Sub-Advisor Account; (x) upon reasonable notice from and the reasonable request of the Advisor, shall permit the Advisor, its employees and its agents to examine the reports required to be made by the Sub-Advisor pursuant to Rule 17j-1 and all other records relevant to the Sub-Advisor’s code of ethics; (xi) is not currently the subject of, and has not been the subject of during the last (3) years, any enforcement action by the SEC, CFTC or other regulatory authority; (xii) shall promptly notify the Fund and Advisor in the event that the Sub-Advisor if or any of its affiliates becomes aware that the Sub-Advisor (a) is the subject of an administrative proceeding or enforcement action (which, for the avoidance of doubt, shall exclude any informal inquiry or routine audit or examination) by the SEC, CFTC or other regulatory authority, or (b) is, or has been informed that it is will be, served or otherwise receives given notice of any formal action, suit, proceeding, inquiry suit or investigation, proceeding at law or in equity, before or by any court, public board or body, or governmental authority, involving the affairs of the FundTrust, providedthe Sub-Advisor, howeverthe Advisor, that routine regulatory examinations shall not be required to be reported by this provision. (c) it has all other governmental, regulatory and self-regulatory registrations, licenses and memberships necessary to perform its obligations hereunder, and it will maintain and renew such registrations, licenses and memberships during the term or any of this Agreementtheir respective affiliates; (dxiii) all maintains errors and omissions insurance coverage in an appropriate scope and amount and shall upon request provide to Advisor any information provided it may reasonably require concerning the amount of or scope of such insurance; (xiv) is not a party to any agreement, arrangement, or understanding such as a non-compete that would restrict, limit, or otherwise interfere with the ability of the Trust, the Advisor or any of their respective affiliates to engage the Sub-Advisor to manage the Sub-Advisor Account; (xv) has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of the Advisers Act by the Sub-Advisor to the Fund or the Advisor hereunder is complete, true and accurate in all material respects, and neither such information nor the Investor Materials (but solely with respect to any information therein related to the Sub-Advisor) contains any untrue statement of material fact or omits to state a material fact required or necessary to be stated therein in order to prevent the statements made therein, in light of the circumstances under which they are made, from being misleading; and there are no actions, suits, proceedings, subpoenas, orders or investigations pending or threatened against the Sub-Advisor or any other Sub-Advisor Party, at law or in equity or before or by any federal, state, municipal, foreign or other governmental department, commission, board, bureau, agency, or instrumentality, or any other governmental, regulatory or self-regulatory authority or any exchange; (e) it has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and Rule 204A-1 under the Advisers Act and will provide the Advisor and the Board or Trustees with a copy of such code of ethics, together with evidence of its adoption. Within forty-five (45) days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, chief compliance officer or a vice-president of the Sub-Advisor shall certify to the Advisor that the Sub-Advisor has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of the Sub-Advisor’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violationsupervised persons. Upon the written request of the Advisorreasonable notice to and reasonable request, the Sub-Advisor shall permit provide the Advisor, its employees or its agents Advisor with access to examine the reports required records relating to be made such policies and procedures as they relate to the Sub-Advisor by Rule 17j-1(c)(1) and Rule 204A-1(b) and all other records relevant to the Sub-Advisor’s code of ethics. (f) it has provided the Fund and the Advisor with a copy of its Form ADV Parts 1 and 2, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments to the Fund and the Advisor at least annually. Such amendments shall reflect all changes in the Sub-Advisor’s organizational structure, professional staff or other significant developments affecting the Sub-Advisor, as required by the Advisers Act. (g) it will notify the Fund and the Advisor of any assignment of this Agreement or change of control of the Sub-Advisor, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Fund or senior management of the Sub-Advisor, in each case prior to or promptly after, such changeAccount. The Sub-Advisor agrees to bear all will also provide, at the reasonable expenses of the Fund, if any, arising out of an assignment or change in control. (h) it will promptly notify the Advisor of any financial condition that is likely to impair the Sub-Advisor’s ability to fulfill its commitment under this Agreement. (i) it agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage and, upon the written request of the Advisor, provide evidence of such insurance coverage periodic certifications, in a form reasonably acceptable to the Advisor. (j) it , attesting to such written policies and any of their respective covered persons as set forth in Regulation D: (i) are not subject to a disqualifying event as defined in Rule 506 of Regulation D (a “Disqualifying Event”), have obtained a waiver from disqualification or have fully disclosed any Disqualifying Event that occurred prior to the effective date of this Agreement to Adviser or, as necessary, to any potential investorprocedures; and (ii) have informed Adviser of any event or proceeding that could, with the passage of time, become a Disqualifying Event and (kxvi) it shall promptly notify acknowledges receipt of the Fund Fund’s prospectus and statement of additional information contained in the Advisor of circumstances which would make any of its representations and warranties made in this Section 9 inaccurateTrust’s registration statement (collectively, misleading, untrue or incomplete in any material respectthe “Prospectus”).

Representations, Warranties and Covenants of the Sub-Advisor. The Sub-Advisor hereby represents, warrants warrants, covenants and covenants to the Fund and the Advisor agrees that: (ai) The Sub-Advisor is currently in material compliance it has all requisite power and shall at authority to enter into and perform its obligations under this Agreement, and has taken all times continue necessary corporate action to materially comply with the requirement imposed upon authorize its execution, delivery and performance of this Agreement; (ii) it has duly executed and delivered this Agreement, and this Agreement constitutes a legal, valid and binding agreement of the Sub-Advisor by applicable law and regulations. (b) The enforceable against the Sub-Advisor in accordance with its terms; (iiii) the execution, delivery and performance of this Agreement by the Sub-Advisor does not contravene or constitute a default under its governing documents or any agreement, order, decree or other instrument binding upon it; (iv) it is registered and will maintain its registration as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and ; (v) will it shall promptly notify the Advisor of the occurrence of any event that would disqualify the Sub-Advisor from serving as an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company 1940 Act or otherwiseother applicable law, rule or regulation; (vi) it is either (A) exempt from registration with the Commodity Futures Trading Commission (“CFTC”) or (B) registered with the CFTC in all capacities, if any, in which it is required to be registered under the Commodity Exchange Act (“CEA”) and the CFTC’s regulations to be so registered and is registered with the National Futures Association (“NFA”) if required to be a member thereof; (vii) it shall comply with such other requirements of the CEA and CFTC regulations (if any) that apply to Sub-Advisor with regard to the Fund; (viii) it shall reasonably assist the Advisor in fulfilling any disclosure or reporting requirements applicable to the Fund under the CEA and/or CFTC regulations; (ix) it delivered to the Advisor and the Trust a copy of its Form ADV as most recently filed with the Securities and Exchange Commission (“SEC”) and shall promptly furnish the Advisor and the Trust all amendments or supplements to its Form ADV; (x) it has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, will provide the Advisor and the Trust with a copy of such code of ethics upon the execution of this Agreement. The On at least an annual basis, the Sub-Advisor will also comply with the reporting requirements of Rule 17j-1, which may include: (A) certifying to the Advisor that, to the best of its knowledge, the Sub-Advisor and its access persons have complied with the Sub-Advisor’s code of ethics with respect to the Sub-Advisor Account since the date of the last such certification, and (B) identifying any material violations of the Sub-Advisor’s code of ethics which have occurred with respect to the Sub-Advisor Account since the date of the last such certification and what action was taken by the Sub-Advisor in response to such violation; (xi) upon reasonable prior notice from and the reasonable request of the Advisor, the Sub-Advisor shall permit the Advisor, its employees and its agents to examine the reports required to be made by the Sub-Advisor pursuant to Rule 17j-1(c)(1) and all other records relevant to the Sub-Advisor’s code of ethics; (xii) it is not currently the subject of, and has not been the subject of during the last (3) years, any enforcement action by the SEC or other securities, commodities or other financial regulatory authority; (xiii) it shall promptly notify the Fund and Advisor in the event that the Sub-Advisor if it or any of its affiliates becomes aware that the Sub-Advisor: (A) is the subject of an administrative proceeding or enforcement action by the SEC or other securities, commodities or other financial regulatory authority; or (B) is served or otherwise receives notice of any material action, suit, proceeding, inquiry proceeding or investigation, at law or in equity, before or by any court, public board or body, or governmental authority, involving the affairs of the Fund, provided, however, that routine regulatory examinations shall not be required to be reported by this provision. (c) it has all other governmental, regulatory and self-regulatory registrations, licenses and memberships necessary to perform its obligations hereunder, and it will maintain and renew such registrations, licenses and memberships during the term of this Agreement; (d) all information provided by the Sub-Advisor to the Fund Account or the Advisor hereunder is complete, true and accurate in all material respects, and neither such information nor the Investor Materials (but solely with respect to any information therein related to the Sub-Advisor) contains any untrue statement of material fact or omits to state a material fact required or necessary to be stated therein in order to prevent the statements made therein, in light of the circumstances under which they are made, from being misleading; and there are no actions, suits, proceedings, subpoenas, orders or investigations pending or threatened against the Sub-Advisor or any other Sub-Advisor Party, at law or in equity or before or by any federal, state, municipal, foreign or other governmental department, commission, board, bureau, agency, or instrumentality, or any other governmental, regulatory or self-regulatory authority or any exchange; (exiv) it has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and Rule 204A-1 under the Advisers Act and will provide the Advisor and the Board or Trustees with a copy of such code of ethics, together with evidence of its adoption. Within forty-five (45) days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, chief compliance officer or a vice-president of the Sub-Advisor shall certify to the Advisor that the Sub-Advisor has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of the Sub-Advisor’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Advisor, the Sub-Advisor shall permit the Advisor, its employees or its agents to examine the reports required to be made to the Sub-Advisor by Rule 17j-1(c)(1) and Rule 204A-1(b) and all other records relevant to the Sub-Advisor’s code of ethics. (f) it has provided the Fund and the Advisor with a copy of its Form ADV Parts 1 and 2, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments to the Fund and the Advisor at least annually. Such amendments shall reflect all changes in the Sub-Advisor’s organizational structure, professional staff or other significant developments affecting the Sub-Advisor, as required by the Advisers Act. (g) it will notify the Fund and the Advisor of any assignment of this Agreement or change of control of the Sub-Advisor, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Fund or senior management of the Sub-Advisor, in each case prior to or promptly after, such change. The Sub-Advisor agrees to bear all reasonable expenses of the Fund, if any, arising out of an assignment or change in control. (h) it will promptly notify the Advisor of any financial condition that is likely to impair the Sub-Advisor’s ability to fulfill its commitment under this Agreement. (i) it agrees to maintain an appropriate level of maintains errors and omissions or professional liability insurance coverage andin an appropriate scope and amount and shall upon request provide to Advisor any information it may reasonably require concerning the amount of or scope of such insurance; (xv) it is not a party to any agreement, upon arrangement, or understanding such as a non-compete (other than pursuant to Section 10 of this Agreement) that would restrict, limit, or otherwise interfere with the ability of the Trust, the Advisor or any of their respective affiliates to employ or engage the Sub-Advisor or its key investment professionals, now or in the future, to manage the Sub-Advisor Account or any other assets managed by Advisor or any of its affiliates; (xvi) it has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Sub-Advisor and its supervised persons (“Compliance Procedures”). Upon reasonable notice to and reasonable request, the Sub-Advisor shall provide the Advisor with access to the records relating to such policies and procedures as they relate to the Sub-Advisor Account. The Sub-Advisor will also provide, at the reasonable request of the Advisor, provide evidence of such insurance coverage periodic certifications, in a form reasonably acceptable to the Advisor. (j) , attesting that it has maintained and any of their respective covered persons implemented such Compliance Procedures as set forth in Regulation D: (i) are not subject to a disqualifying event as defined in required by Rule 506 of Regulation D (a “Disqualifying Event”), have obtained a waiver from disqualification or have fully disclosed any Disqualifying Event that occurred prior to 206(4)-7 under the effective date of this Agreement to Adviser or, as necessary, to any potential investorAdvisers Act; and (ii) have informed Adviser of any event or proceeding that could, with the passage of time, become a Disqualifying Event and (kxvii) it shall promptly notify acknowledges receipt of the Fund Fund’s prospectus and statement of additional information contained in the Advisor of circumstances which would make any of its representations and warranties made in this Section 9 inaccurateTrust’s registration statement dated March 27, misleading2013 (collectively, untrue or incomplete in any material respectthe “Prospectus”).

Representations, Warranties and Covenants of the Sub-Advisor. The Sub-Advisor hereby represents, warrants warrants, covenants and covenants to the Fund and the Advisor thatagrees that it: (ai) The Sub-has all requisite power and authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement; (ii) has duly executed and delivered this Agreement, and assuming due approval, execution and delivery of this Agreement and the Investment Advisory Agreement by the Advisor is currently in material compliance and shall at all times continue to materially comply with the requirement imposed upon Funds, this Agreement constitutes a legal, valid and binding agreement of the Sub-Advisor by applicable law and regulations. (b) The enforceable against the Sub-Advisor in accordance with its terms; (iiii) is registered and will maintain its registration as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; ; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will shall promptly notify the Advisor of the occurrence of any event that would disqualify the Sub-Advisor from serving as an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company 1940 Act or under the Advisers Act or otherwise; (v) shall comply with such other requirements of the Advisers Act that apply to Sub-Advisor with regard to the Services; (vii) will maintain each such registration, license or membership in effect at all times during the term of this Agreement and will obtain and maintain such additional governmental, self-regulatory, exchange or other licenses, approvals and/or memberships and file and maintain effective such other registrations as may be required to enable the Sub-Advisor to perform its obligations under this Agreement; (viii) shall cooperate by reasonably assisting the Advisor in fulfilling any disclosure or reporting requirements applicable to the Funds under the Advisers Act relating to the Funds or the Services; (ix) has delivered to the Advisor and the Trust a copy of its Form ADV as most recently filed with the Securities and Exchange Commission ("SEC") and shall promptly furnish the Advisor and the Trust any material amendments or supplements to its Form ADV; (x) pursuant to Rule 206(4)-7 under the Advisers Act, has adopted written policies and procedures designed to prevent violations of the Advisers Act and the rules thereunder, including policies and procedures designed to minimize potential conflicts of interest among the Funds and any other accounts advised or managed by it or its affiliates, such as cross trading policies, as well as those designed to ensure the equitable allocation of portfolio transactions and brokerage commissions; (xi) has adopted a written code of ethics complying with the requirements of Rule 204A-1of the Advisers Act, which will allow the Advisor to comply with the requirements of Rule 17j-1under the 1940 Act, and, if it has not already done so, will provide the Advisor and the Trust with a copy of such code of ethics upon the execution of this Agreement. The On at least an annual basis, the Sub-Advisor will also comply with the reporting requirements of Rule 17j-1, which may include: (i) certifying to the Advisor that the Sub-Advisor and its access persons have complied with the Sub- Advisor's code of ethics with respect to the Funds, and (ii) identifying any material violations of the Sub-Advisor's code of ethics that has occurred with respect to the Funds; (xii) has adopted policies and procedures as required under Section 204A of the Advisers Act, which are reasonably designed in light of the nature of its business to prevent the misuse, in violation of the Advisers Act or the rules thereunder, of material non-public information by the Sub-Advisor or certain associated persons, and has adopted policies and procedures to monitor and restrict securities trading by certain employees of the Sub-Advisor; (xiii) shall not receive any incentive fees, whether for outperforming the underlying Licensed Index of any Fund or otherwise; (xiv) to the best of Sub-Advisor's knowledge, is not currently the subject of, and has not been the subject of during the last (3) years, any enforcement action by the SEC, or other financial regulatory authority; (xv) shall provide the Trust with the certification required by Rule 17j-1 under the 1940 Act; (xvi) shall promptly notify the Fund and Advisor in the event that the Sub-Advisor if it becomes aware that the Sub-Advisor (a) is the subject of an administrative proceeding or enforcement action by the SEC or other financial regulatory authority or (b) is served or otherwise receives notice of any action, suit, suit or proceeding, inquiry or investigation, at law or in equity, before or by any court, public board governmental authority or bodyadministrative or self-regulatory agency, involving the affairs Sub- Advisor's management of the FundFunds or that may, providedin the reasonable determination of the Sub-Advisor in respect of the period beginning on the date of determination and the subsequent sixty (60) calendar days, however, that routine regulatory examinations shall not be required to be reported by this provision. (c) it has all other governmental, regulatory and self-regulatory registrations, licenses and memberships necessary to perform its obligations hereunder, and it will maintain and renew such registrations, licenses and memberships during have a material impact on the term ability of this Agreement; (d) all information provided by the Sub-Advisor to provide the Fund Services; (xvii) maintains errors and omissions insurance coverage in an appropriate scope and amount and shall upon request provide to Advisor a certificate of insurance evidencing same; (xviii) is not a party to any agreement, arrangement, or understanding such as a non-compete that would restrict or limit the ability of the Trust, the Advisor hereunder is completeor any of their respective affiliates to employ or engage the Sub-Advisor now or in the future, true to manage the Funds; (xix) has adopted and accurate in all material respectsimplemented written policies and procedures, and neither such information nor as required by Rule 206(4)-7 under the Investor Materials (but solely with respect Advisers Act, which are reasonably designed to any information therein related to prevent violations of federal securities laws by the Sub-Advisor) contains any untrue statement of material fact or omits to state a material fact required or necessary to be stated therein in order to prevent the statements made therein, in light of the circumstances under which they are madeits employees, from being misleading; and there are no actions, suits, proceedings, subpoenas, orders or investigations pending or threatened against the Sub-Advisor or any other Sub-Advisor Party, at law or in equity or before or by any federal, state, municipal, foreign or other governmental department, commission, board, bureau, agency, or instrumentality, or any other governmental, regulatory or self-regulatory authority or any exchange; (e) it has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and Rule 204A-1 under the Advisers Act and will provide the Advisor and the Board or Trustees with a copy of such code of ethics, together with evidence of its adoption. Within forty-five (45) days of the end of the last calendar quarter of each year that this Agreement is in effectofficers, and as otherwise requested, the president, chief compliance officer or a vice-president of the Sub-Advisor shall certify to the Advisor that the Sub-Advisor has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of the Sub-Advisor’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violationagents. Upon the written request of the Advisorreasonable notice to and reasonable request, the Sub-Advisor shall permit provide the Advisor with access to the Sub-Advisor's chief compliance officer in order to enable the Funds to comply with Rule 38a-1 under the 1940 Act. The Sub-Advisor will also provide, at the reasonable request of the Advisor, its periodic certifications as to the Sub-Advisor's compliance with the Federal Securities Laws, as defined in Rule 38a-1under the 1940 Act, in providing the Services and regarding the adequacy of the Sub- Advisor's compliance policies and procedures as they relate to the Funds, and the effectiveness of their implementation; (xx) acknowledges receipt of the Funds' most current prospectus and statement of additional information contained in the Trust's registration statement (collectively, the "Prospectus"); (xxi) acknowledges and agrees that it has not received legal or regulatory advice from the Funds, the Advisor or any of their respective employees or representatives, and is not entitled to rely on any statements or omissions by such employees or representatives regarding applicable law or regulation in satisfying its agents obligations hereunder, including its obligation to examine comply with all applicable laws and regulations; provided, however, that the reports required Sub-Advisor may rely on statements made in the Funds' Prospectus and on the Investment Guidelines provided by Advisor, to be made the extent such documentation sets forth the investment principles and restrictions relating to the management of the Funds; (xxii) shall comply with all laws, rules, regulations and orders applicable to the Sub-Advisor by Rule 17j-1(c)(1) and Rule 204A-1(b) and all other records relevant with regard to the Sub-Advisor’s code of ethics.Services; and (fxxiii) it has provided the Fund and the Advisor with a copy of its Form ADV Parts 1 and 2, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments to the Fund and the Advisor at least annually. Such amendments shall reflect all changes in the Sub-Advisor’s organizational structure, professional staff or other significant developments affecting the Sub-Advisor, as required by the Advisers Act. (g) it will notify the Fund and the Advisor of any assignment of this Agreement or change of control of the Sub-Advisor, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Fund or senior management of the Sub-Advisor, in each case prior to or promptly after, such change. The Sub-Advisor agrees to bear all reasonable expenses of the Fund, if any, arising out of an assignment or change in control. (h) it will promptly notify the Advisor of if any financial condition that is likely to impair the Sub-Advisor’s ability to fulfill its commitment under this Agreement. (i) it agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage and, upon the written request of the Advisor, provide evidence of such insurance coverage to the Advisor. (j) it and any of their respective covered persons as set forth in Regulation D: (i) are not subject to a disqualifying event as defined in Rule 506 of Regulation D (a “Disqualifying Event”), have obtained a waiver from disqualification or have fully disclosed any Disqualifying Event that occurred prior to the effective date of this Agreement to Adviser or, as necessary, to any potential investor; and (ii) have informed Adviser of any event or proceeding that could, with the passage of time, become a Disqualifying Event and (k) it shall promptly notify the Fund and the Advisor of circumstances which would make any of its above representations and warranties made in this Section 9 inaccurate, misleading, untrue or incomplete in any material respect1(c) are no longer true and accurate.

Representations, Warranties and Covenants of the Sub-Advisor. The Sub-Advisor hereby represents, warrants warrants, covenants and covenants to the Fund and the Advisor thatagrees that it: (ai) The Sub-Advisor is currently in material compliance has all requisite power and shall at authority to enter into and perform its obligations under this Agreement, and has taken all times continue necessary corporate action to materially comply with the requirement imposed upon the Sub-Advisor by applicable law authorize its execution, delivery and regulations.performance of this Agreement; (b) The Sub-Advisor (iii) is registered and will maintain its registration as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; ; (iii) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will shall promptly notify the Advisor of the occurrence of any event that would disqualify the Sub-Advisor from serving as an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company 1940 Act or otherwise; (iv) is registered with the Commodity Futures Trading Commission (“CFTC”) in all capacities, if any, in which the Sub-Advisor is required under the Commodity Exchange Act (“CEA”) and the CFTC’s regulations to be so registered and is registered with the National Futures Association (“NFA”) if required to be a member thereof; (v) shall comply with such other requirements of the CEA and CFTC regulations that apply to Sub-Advisor with regard to the Fund; (vi) shall cooperate by assisting the Advisor in fulfilling any disclosure or reporting requirements applicable to the Fund under the CEA and/or CFTC regulations; (vii) has delivered to the Advisor and the Trust a copy of its Form ADV as most recently filed with the Securities and Exchange Commission (“SEC”) and shall promptly furnish the Advisor and the Trust all amendments or supplements to its Form ADV; (viii) has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, will provide the Advisor and the Trust with a copy of such code of ethics upon the execution of this Agreement. The On at least an annual basis, the Sub-Advisor will also comply with the reporting requirements of Rule 17j-1, which may include: (i) certifying to the Advisor that the Sub-Advisor and its access persons have complied with the Sub-Advisor’s code of ethics with respect to the Portfolio, and (ii) identifying any material violations which have occurred with respect to the Portfolio; (ix) upon reasonable notice from and the reasonable request of the Advisor, the Sub-Advisor shall permit the Advisor, its employees and its agents to examine the reports required to be made by the Sub-Advisor pursuant to Rule 17j-1 and all other records relevant to the Sub-Advisor’s code of ethics. (x) it is not currently the subject of, and has not been the subject of during the last (3) years, any enforcement action by the SEC, CFTC or other regulatory authority; (xi) shall promptly notify the Fund and Advisor in the event that the Sub-Advisor if it or any of its affiliates becomes aware that the Sub-Advisor (a) is the subject of an administrative proceeding or enforcement action by the SEC, CFTC or other regulatory authority or (b) is, or will likely be, served or otherwise receives given notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, or governmental authority, involving the affairs of the FundTrust, provided, however, that routine regulatory examinations shall not be required to be reported by this provision. (c) it has all other governmental, regulatory and self-regulatory registrations, licenses and memberships necessary to perform its obligations hereunder, and it will maintain and renew such registrations, licenses and memberships during the term of this Agreement; (d) all information provided by the Sub-Advisor to the Fund or the Advisor hereunder is complete, true and accurate in all material respects, and neither such information nor the Investor Materials (but solely with respect to any information therein related to the Sub-Advisor) contains any untrue statement of material fact , or omits to state a material fact required or necessary to be stated therein in order to prevent the statements made therein, in light of the circumstances under which they are made, from being misleading; and there are no actions, suits, proceedings, subpoenas, orders or investigations pending or threatened against the Sub-Advisor or any other Sub-Advisor Party, at law or in equity or before or by any federal, state, municipal, foreign or other governmental department, commission, board, bureau, agency, or instrumentality, or any other governmental, regulatory or self-regulatory authority or any exchangeof their affiliates; (exii) it has adopted maintains errors and omissions insurance coverage in an appropriate scope and amount and shall upon request provide to Advisor any information it may reasonably require concerning the amount of or scope of such insurance; (xiii) it is not a written code party to any agreement, arrangement, or understanding such as a non-compete (other than pursuant to Section 10 of ethics complying this Agreement) that would restrict, limit, or otherwise interfere with the requirements ability of Rule 17j-1 under the Investment Company Act and Rule 204A-1 under the Advisers Act and will provide Trust, the Advisor and the Board or Trustees with a copy any of such code of ethics, together with evidence of its adoption. Within forty-five (45) days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, chief compliance officer their respective affiliates to employ or a vice-president of the Sub-Advisor shall certify to the Advisor that the Sub-Advisor has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of engage the Sub-Advisor’s code key investment professionals or any entity managed by such investment professionals, now or in the future, to manage the Sub-Advisor Account or any other assets managed by Advisor or any of ethics orits affiliates; (xiv) has adopted and implemented written policies and procedures, if such a material violation has occurredas required by Rule 206(4)-7 under the Advisers Act, that appropriate action was taken in response which are reasonably designed to such violationprevent violations of federal securities laws by the Sub-Advisor, its employees, officers, and agents. Upon the written request of the Advisorreasonable notice to and reasonable request, the Sub-Advisor shall permit provide the Advisor, its employees or its agents Advisor with access to examine the reports required records relating to be made such policies and procedures as they relate to the Sub-Advisor by Rule 17j-1(c)(1) and Rule 204A-1(b) and all other records relevant to the Sub-Advisor’s code of ethics. (f) it has provided the Fund and the Advisor with a copy of its Form ADV Parts 1 and 2, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments to the Fund and the Advisor at least annually. Such amendments shall reflect all changes in the Sub-Advisor’s organizational structure, professional staff or other significant developments affecting the Sub-Advisor, as required by the Advisers Act. (g) it will notify the Fund and the Advisor of any assignment of this Agreement or change of control of the Sub-Advisor, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Fund or senior management of the Sub-Advisor, in each case prior to or promptly after, such changeAccount. The Sub-Advisor agrees to bear all will also provide, at the reasonable expenses of the Fund, if any, arising out of an assignment or change in control. (h) it will promptly notify the Advisor of any financial condition that is likely to impair the Sub-Advisor’s ability to fulfill its commitment under this Agreement. (i) it agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage and, upon the written request of the Advisor, provide evidence of such insurance coverage periodic certifications, in a form reasonably acceptable to the Advisor. (j) it , attesting to such written policies and any of their respective covered persons as set forth in Regulation D: (i) are not subject to a disqualifying event as defined in Rule 506 of Regulation D (a “Disqualifying Event”), have obtained a waiver from disqualification or have fully disclosed any Disqualifying Event that occurred prior to the effective date of this Agreement to Adviser or, as necessary, to any potential investorprocedures; and (ii) have informed Adviser of any event or proceeding that could, with the passage of time, become a Disqualifying Event and (kxv) it shall promptly notify acknowledges receipt of the Fund Fund’s most current prospectus and statement of additional information contained in the Advisor of circumstances which would make any of its representations and warranties made in this Section 9 inaccurateTrust’s registration statement (collectively, misleading, untrue or incomplete in any material respectthe “Prospectus”).

Representations, Warranties and Covenants of the Sub-Advisor. The Sub-Advisor hereby represents, warrants warrants, covenants and covenants to the Fund and the Advisor thatagrees that it: (ai) The Sub-Advisor is currently in material compliance has all requisite power and shall at authority to enter into and perform its obligations under this Agreement, and has taken all times continue necessary corporate action to materially comply with the requirement imposed upon authorize its execution, delivery and performance of this Agreement; (ii) has duly executed and delivered this Agreement, and this Agreement constitutes a legal, valid and binding agreement of the Sub-Advisor by applicable law and regulations. (b) The enforceable against the Sub-Advisor in accordance with its terms except as may be limited by applicable bankruptcy, insolvency or other similar laws affecting creditors’ rights generally or by general equitable principles; (iiii) is registered and will maintain its registration as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; ; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will shall promptly notify the Advisor of the occurrence of any event that would disqualify the Sub-Advisor from serving as an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company 1940 Act or otherwise; (v) is registered with the Commodity Futures Trading Commission (“CFTC”) in all capacities, if any, in which the Sub-Advisor is required under the Commodity Exchange Act (“CEA”) and the CFTC’s regulations to be so registered and is registered with the National Futures Association (“NFA”) if required to be a member thereof; (vi) shall comply with such other requirements of the CEA and CFTC regulations that apply to Sub-Advisor with regard to the Fund; (vii) shall cooperate by assisting the Advisor in fulfilling any disclosure or reporting requirements applicable to the Fund under the CEA and/or CFTC regulations; (viii) has delivered to the Advisor and the Trust a copy of its Form ADV as most recently filed with the Securities and Exchange Commission (“SEC”) and shall promptly furnish the Advisor and the Trust all amendments or supplements to its Form ADV; (ix) has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, will provide the Advisor and the Trust with a copy of such code of ethics upon the execution of this Agreement. The On at least an annual basis, the Sub-Advisor will also comply with the reporting requirements of Rule 17j-1, which may include: (i) certifying to the Advisor that the Sub-Advisor and its access persons have complied with the Sub-Advisor’s code of ethics with respect to the Sub-Advisor Account, and (ii) identifying any material violations which have occurred with respect to the Sub-Advisor Account; (x) upon reasonable notice from and the reasonable request of the Advisor, the Sub-Advisor shall permit the Advisor, its employees and its agents to examine records relevant to the Sub-Advisor’s code of ethics in connection with the Sub-Advisor Account; provided that this shall not require the Sub-Advisor to provide holding reports or transaction reports of any person filing such reports under the code of ethics of Sub-Advisor (or similar documents detailing personal trades) unless related to a material violation of the code of ethics; (xi) is not currently the subject of, and has not been the subject of during the last (3) years, any enforcement action by the SEC, CFTC or other regulatory authority; (xii) shall promptly notify the Fund and Advisor in the event that the Sub-Advisor if it or any of its affiliates becomes aware that the Sub-Advisor (a) is the subject of an administrative proceeding or enforcement action by the SEC, CFTC or other regulatory authority or (b) has been served or otherwise receives given notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, or governmental authority, involving the affairs of the FundTrust, providedthe Sub-Advisor, however, that routine regulatory examinations shall not be required to be reported by this provision. (c) it has all other governmental, regulatory and self-regulatory registrations, licenses and memberships necessary to perform its obligations hereunder, and it will maintain and renew such registrations, licenses and memberships during or the term Advisor or any of this Agreementtheir affiliates; (dxiii) all information provided maintains errors and omissions insurance coverage in the amount of it deems adequate for its business and shall upon request provide to Advisor a copy of such insurance policy; (xiv) has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of the Investment Advisers Act by the Sub-Advisor to the Fund or the Advisor hereunder is completeAdvisor, true and accurate in all material respectsits employees, officers, and neither such information nor the Investor Materials (but solely with respect to any information therein related to the Sub-Advisor) contains any untrue statement of material fact or omits to state a material fact required or necessary to be stated therein in order to prevent the statements made therein, in light of the circumstances under which they are made, from being misleading; and there are no actions, suits, proceedings, subpoenas, orders or investigations pending or threatened against the Sub-Advisor or any other Sub-Advisor Party, at law or in equity or before or by any federal, state, municipal, foreign or other governmental department, commission, board, bureau, agency, or instrumentality, or any other governmental, regulatory or self-regulatory authority or any exchange; (e) it has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and Rule 204A-1 under the Advisers Act and will provide the Advisor and the Board or Trustees with a copy of such code of ethics, together with evidence of its adoption. Within forty-five (45) days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, chief compliance officer or a vice-president of the Sub-Advisor shall certify to the Advisor that the Sub-Advisor has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of the Sub-Advisor’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violationagents. Upon the written request of the Advisorreasonable notice to and reasonable request, the Sub-Advisor shall permit provide the Advisor, its employees or its agents to examine the reports required to be made Advisor with copies of such policies and procedures as they relate to the Sub-Advisor by Rule 17j-1(c)(1) and Rule 204A-1(b) and all other records relevant to the Sub-Advisor’s code of ethics. (f) it has provided the Fund and the Advisor with a copy of its Form ADV Parts 1 and 2, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments to the Fund and the Advisor at least annually. Such amendments shall reflect all changes in the Sub-Advisor’s organizational structure, professional staff or other significant developments affecting the Sub-Advisor, as required by the Advisers Act. (g) it will notify the Fund and the Advisor of any assignment of this Agreement or change of control of the Sub-Advisor, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Fund or senior management of the Sub-Advisor, in each case prior to or promptly after, such change. Account The Sub-Advisor agrees to bear all will also provide, at the reasonable expenses of the Fund, if any, arising out of an assignment or change in control. (h) it will promptly notify the Advisor of any financial condition that is likely to impair the Sub-Advisor’s ability to fulfill its commitment under this Agreement. (i) it agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage and, upon the written request of the Advisor, provide evidence of such insurance coverage periodic certifications, in a form reasonably acceptable to the Advisor. (j) it , attesting to such written policies and any of their respective covered persons as set forth in Regulation D: (i) are not subject to a disqualifying event as defined in Rule 506 of Regulation D (a “Disqualifying Event”), have obtained a waiver from disqualification or have fully disclosed any Disqualifying Event that occurred prior to the effective date of this Agreement to Adviser or, as necessary, to any potential investorprocedures; and (ii) have informed Adviser of any event or proceeding that could, with the passage of time, become a Disqualifying Event and (kxv) it shall promptly notify acknowledges receipt of the Fund Fund’s most current prospectus and statement of additional information contained in the Advisor of circumstances which would make any of its representations and warranties made in this Section 9 inaccurateTrust’s registration statement (collectively, misleading, untrue or incomplete in any material respectthe “Prospectus”).

Representations, Warranties and Covenants of the Sub-Advisor. The Sub-Advisor hereby represents, warrants warrants, covenants and covenants to the Fund and the Advisor thatagrees that it: (ai) The Sub-has all requisite power and authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement; (ii) has duly executed and delivered this Agreement, and assuming due approval, execution and delivery of this Agreement and the Investment Advisory Agreement by the Advisor is currently in material compliance and shall at all times continue to materially comply with the requirement imposed upon Funds, this Agreement constitutes a legal, valid and binding agreement of the Sub-Advisor by applicable law and regulations. (b) The enforceable against the Sub-Advisor in accordance with its terms; (iiii) is registered and will maintain its registration as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; ; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will shall promptly notify the Advisor of the occurrence of any event that would disqualify the Sub-Advisor from serving as an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company 1940 Act or under the Advisers Act or otherwise; (v) is registered with the Commodity Futures Trading Commission (“CFTC”) in all capacities, if any, in which the Sub-Advisor is required under the Commodity Exchange Act (“CEA”) and the CFTC’s regulations to be so registered and is registered with the National Futures Association (“NFA”) if required to be a member thereof; (vi) shall comply with such other requirements of the CEA and CFTC regulations that apply to Sub-Advisor with regard to the Services; (vii) will maintain each such registration, license or membership in effect at all times during the term of this Agreement and will obtain and maintain such additional governmental, self-regulatory, exchange or other licenses, approvals and/or memberships and file and maintain effective such other registrations as may be required to enable the Sub-Advisor to perform its obligations under this Agreement; (viii) shall cooperate by reasonably assisting the Advisor in fulfilling any disclosure or reporting requirements applicable to the Funds under the CEA and/or CFTC regulations relating to the Allocated Portion or the Services; (ix) has delivered to the Advisor and the Trust a copy of its Form ADV as most recently filed with the Securities and Exchange Commission (“SEC”) and shall promptly furnish the Advisor and the Trust any material amendments or supplements to its Form ADV; (x) pursuant to Rule 206(4)-7 under the Advisers Act, has adopted written policies and procedures designed to prevent violations of the Advisers Act and the rules thereunder, including policies and procedures designed to minimize potential conflicts of interest among the Funds and any other accounts advised or managed by it or its affiliates, such as cross trading policies, as well as those designed to ensure the equitable allocation of portfolio transactions and brokerage commissions; (xi) has adopted a written code of ethics complying with the requirements of Rule 204A-1 of the Advisers Act, which will allow the Advisor to comply with the requirements of Rule 17j-1 under the 1940 Act, and, if it has not already done so, will provide the Advisor and the Trust with a copy of such code of ethics upon the execution of this Agreement. The On at least an annual basis, the Sub-Advisor will also comply with the reporting requirements of Rule 17j-1, which may include: (i) certifying to the Advisor that the Sub-Advisor and its access persons have complied with the Sub-Advisor’s code of ethics with respect to the Allocated Portion, and (ii) identifying any material violations of the Sub-Advisor’s code of ethics that has occurred with respect to the Allocated Portion; (xii) has adopted policies and procedures as required under Section 204A of the Advisers Act, which are reasonably designed in light of the nature of its business to prevent the misuse, in violation of the Advisers Act or the Exchange Act or the rules thereunder, of material non-public information by the Sub-Advisor or certain associated persons, and has adopted policies and procedures to monitor and restrict securities trading by certain employees of the Sub-Advisor; (xiii) shall not receive any incentive fees for outperforming the underlying Licensed Index of any Fund; (xiv) to the best of Sub-Advisor’s knowledge, is not currently the subject of, and has not been the subject of during the last (3) years, any enforcement action by the SEC, CFTC or other regulatory authority; (xv) shall provide the Trust with the certification required by Rule 17j-1 under the 1940 Act; (xvi) shall promptly notify the Fund and Advisor in the event that the Sub-Advisor if it becomes aware that the Sub-Advisor (a) is the subject of an administrative proceeding or enforcement action by the SEC, CFTC or other regulatory authority or (b) is served or otherwise receives notice of any action, suit, suit or proceeding, inquiry or investigation, at law or in equity, before or by any court, public board governmental authority or bodyadministrative or self-regulatory agency, involving the affairs Sub-Advisor’s management of the FundAllocated Portion or that may, providedin the reasonable determination of the Sub-Advisor in respect of the period beginning on the date of determination and the subsequent sixty (60) calendar days, however, that routine regulatory examinations shall not be required to be reported by this provision. (c) it has all other governmental, regulatory and self-regulatory registrations, licenses and memberships necessary to perform its obligations hereunder, and it will maintain and renew such registrations, licenses and memberships during have a material impact on the term ability of this Agreement; (d) all information provided by the Sub-Advisor to provide the Fund Services; (xvii) maintains errors and omissions insurance coverage in an appropriate scope and amount and shall upon request provide to Advisor a certificate of insurance evidencing same; (xviii) is not a party to any agreement, arrangement, or understanding such as a non-compete that would restrict or limit the ability of the Trust, the Advisor hereunder is completeor any of their respective affiliates to employ or engage the Sub-Advisor now or in the future, true to manage the Allocated Portion; (xix) has adopted and accurate in all material respectsimplemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Sub-Advisor, its employees, officers, and neither such information nor agents. Upon reasonable notice to and reasonable request, the Investor Materials (but solely Sub-Advisor shall provide the Advisor with respect to any information therein related access to the Sub-Advisor) contains any untrue statement of material fact or omits to state a material fact required or necessary to be stated therein ’s chief compliance officer in order to prevent enable the statements made thereinFunds to comply with Rule 38a-1 under the 1940 Act. The Sub-Advisor will also provide, in light at the reasonable request of the circumstances under which they are madeAdvisor, from being misleading; and there are no actions, suits, proceedings, subpoenas, orders or investigations pending or threatened against periodic certifications as to the Sub-Advisor or any other Sub-Advisor Party, at law or in equity or before or by any federal, state, municipal, foreign or other governmental department, commission, board, bureau, agency, or instrumentality, or any other governmental, regulatory or self-regulatory authority or any exchange; (e) it has adopted a written code of ethics complying Advisor's compliance with the requirements of Federal Securities Laws, as defined in Rule 17j-1 38a-1 under the Investment Company Act 1940 Act, in providing the Services and Rule 204A-1 under regarding the Advisers Act and will provide the Advisor and the Board or Trustees with a copy of such code of ethics, together with evidence of its adoption. Within forty-five (45) days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, chief compliance officer or a vice-president of the Sub-Advisor shall certify to the Advisor that the Sub-Advisor has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation adequacy of the Sub-Advisor’s code compliance policies and procedures as they relate to the Allocated Portion, and the effectiveness of ethics ortheir implementation; (xx) acknowledges receipt of the Funds’ most current prospectus and statement of additional information contained in the Trust’s registration statement (collectively, if the “Prospectus”); (xxi) acknowledges and agrees that it has not received legal or regulatory advice from the Funds, the Advisor or any of their respective employees or representatives, and is not entitled to rely on any statements or omissions by such a material violation has occurredemployees or representatives regarding applicable law or regulation in satisfying its obligations hereunder, including its obligation to comply with all applicable laws and regulations; provided, however, that appropriate action was taken in response to such violation. Upon the written request of the Advisor, the Sub-Advisor shall permit may rely on statements made in the Funds’ Prospectus and on the Investment Guidelines provided by Advisor, its employees or its agents to examine the reports required extent such documentation sets forth the investment principles and restrictions relating to be made the management of the Allocated Portion; (xxii) shall comply with all laws, rules, regulations and orders applicable to the Sub-Advisor by Rule 17j-1(c)(1) and Rule 204A-1(b) and all other records relevant with regard to the Sub-Advisor’s code of ethics.Services; and (fxxiii) it has provided the Fund and the Advisor with a copy of its Form ADV Parts 1 and 2, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments to the Fund and the Advisor at least annually. Such amendments shall reflect all changes in the Sub-Advisor’s organizational structure, professional staff or other significant developments affecting the Sub-Advisor, as required by the Advisers Act. (g) it will notify the Fund and the Advisor of any assignment of this Agreement or change of control of the Sub-Advisor, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Fund or senior management of the Sub-Advisor, in each case prior to or promptly after, such change. The Sub-Advisor agrees to bear all reasonable expenses of the Fund, if any, arising out of an assignment or change in control. (h) it will promptly notify the Advisor of if any financial condition that is likely to impair the Sub-Advisor’s ability to fulfill its commitment under this Agreement. (i) it agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage and, upon the written request of the Advisor, provide evidence of such insurance coverage to the Advisor. (j) it and any of their respective covered persons as set forth in Regulation D: (i) are not subject to a disqualifying event as defined in Rule 506 of Regulation D (a “Disqualifying Event”), have obtained a waiver from disqualification or have fully disclosed any Disqualifying Event that occurred prior to the effective date of this Agreement to Adviser or, as necessary, to any potential investor; and (ii) have informed Adviser of any event or proceeding that could, with the passage of time, become a Disqualifying Event and (k) it shall promptly notify the Fund and the Advisor of circumstances which would make any of its above representations and warranties made in this Section 9 inaccurate, misleading, untrue or incomplete in any material respect1(c) are no longer true and accurate.

Representations, Warranties and Covenants of the Sub-Advisor. The Sub-Advisor hereby represents, warrants warrants, covenants and covenants to the Fund and the Advisor thatagrees that it: (ai) The Sub-has all requisite power and authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement; (ii) has duly executed and delivered this Agreement, and assuming due approval, execution and delivery of this Agreement and the Investment Advisory Agreement by the Advisor is currently in material compliance and shall at all times continue to materially comply with the requirement imposed upon Funds, this Agreement constitutes a legal, valid and binding agreement of the Sub-Advisor by applicable law and regulations. (b) The enforceable against the Sub-Advisor in accordance with its terms; (iiii) is registered and will maintain its registration as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; ; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will shall promptly notify the Advisor of the occurrence of any event that would disqualify the Sub-Advisor from serving as an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company 1940 Act or under the Advisers Act or otherwise; (v) shall comply with such other requirements of the Advisers Act that apply to Sub-Advisor with regard to the Services; (vii) will maintain each such registration, license or membership in effect at all times during the term of this Agreement and will obtain and maintain such additional governmental, self-regulatory, exchange or other licenses, approvals and/or memberships and file and maintain effective such other registrations as may be required to enable the Sub-Advisor to perform its obligations under this Agreement; (viii) shall cooperate by reasonably assisting the Advisor in fulfilling any disclosure or reporting requirements applicable to the Funds under the Advisers Act relating to the Funds or the Services; (ix) has delivered to the Advisor and the Trust a copy of its Form ADV as most recently filed with the Securities and Exchange Commission (“SEC”) and shall promptly furnish the Advisor and the Trust any material amendments or supplements to its Form ADV; (x) pursuant to Rule 206(4)-7 under the Advisers Act, has adopted written policies and procedures designed to prevent violations of the Advisers Act and the rules thereunder, including policies and procedures designed to minimize potential conflicts of interest among the Funds and any other accounts advised or managed by it or its affiliates, such as cross trading policies, as well as those designed to ensure the equitable allocation of portfolio transactions and brokerage commissions; (xi) has adopted a written code of ethics complying with the requirements of Rule 204A-1 of the Advisers Act, which will allow the Advisor to comply with the requirements of Rule 17j-1 under the 1940 Act, and, if it has not already done so, will provide the Advisor and the Trust with a copy of such code of ethics upon the execution of this Agreement. The On at least an annual basis, the Sub-Advisor will also comply with the reporting requirements of Rule 17j-1, which may include: (i) certifying to the Advisor that the Sub-Advisor and its access persons have complied with the Sub-Advisor’s code of ethics with respect to the Funds, and (ii) identifying any material violations of the Sub-Advisor’s code of ethics that has occurred with respect to the Funds; (xii) has adopted policies and procedures as required under Section 204A of the Advisers Act, which are reasonably designed in light of the nature of its business to prevent the misuse, in violation of the Advisers Act or the rules thereunder, of material non-public information by the Sub-Advisor or certain associated persons, and has adopted policies and procedures to monitor and restrict securities trading by certain employees of the Sub-Advisor; (xiii) shall not receive any incentive fees for outperforming the underlying Licensed Index of any Fund; (xiv) to the best of Sub-Advisor’s knowledge, is not currently the subject of, and has not been the subject of during the last (3) years, any enforcement action by the SEC, or other regulatory authority; (xv) shall provide the Trust with the certification required by Rule 17j-1 under the 1940 Act; (xvi) shall promptly notify the Fund and Advisor in the event that the Sub-Advisor if it becomes aware that the Sub-Advisor (a) is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority or (b) is served or otherwise receives notice of any action, suit, suit or proceeding, inquiry or investigation, at law or in equity, before or by any court, public board governmental authority or bodyadministrative or self-regulatory agency, involving the affairs Sub-Advisor’s management of the FundFunds or that may, providedin the reasonable determination of the Sub-Advisor in respect of the period beginning on the date of determination and the subsequent sixty (60) calendar days, however, that routine regulatory examinations shall not be required to be reported by this provision. (c) it has all other governmental, regulatory and self-regulatory registrations, licenses and memberships necessary to perform its obligations hereunder, and it will maintain and renew such registrations, licenses and memberships during have a material impact on the term ability of this Agreement; (d) all information provided by the Sub-Advisor to provide the Fund Services; (xvii) maintains errors and omissions insurance coverage in an appropriate scope and amount and shall upon request provide to Advisor a certificate of insurance evidencing same; (xviii) is not a party to any agreement, arrangement, or understanding such as a non-compete that would restrict or limit the ability of the Trust, the Advisor hereunder is completeor any of their respective affiliates to employ or engage the Sub-Advisor now or in the future, true to manage the Funds; (xix) has adopted and accurate in all material respectsimplemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Sub-Advisor, its employees, officers, and neither such information nor agents. Upon reasonable notice to and reasonable request, the Investor Materials (but solely Sub-Advisor shall provide the Advisor with respect to any information therein related access to the Sub-Advisor) contains any untrue statement of material fact or omits to state a material fact required or necessary to be stated therein ’s chief compliance officer in order to prevent enable the statements made thereinFunds to comply with Rule 38a-1 under the 1940 Act. The Sub-Advisor will also provide, in light at the reasonable request of the circumstances under which they are madeAdvisor, from being misleading; and there are no actions, suits, proceedings, subpoenas, orders or investigations pending or threatened against periodic certifications as to the Sub-Advisor or any other Sub-Advisor Party, at law or in equity or before or by any federal, state, municipal, foreign or other governmental department, commission, board, bureau, agency, or instrumentality, or any other governmental, regulatory or self-regulatory authority or any exchange; (e) it has adopted a written code of ethics complying Advisor’s compliance with the requirements of Federal Securities Laws, as defined in Rule 17j-1 38a-1 under the Investment Company Act 1940 Act, in providing the Services and Rule 204A-1 under regarding the Advisers Act and will provide the Advisor and the Board or Trustees with a copy of such code of ethics, together with evidence of its adoption. Within forty-five (45) days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, chief compliance officer or a vice-president of the Sub-Advisor shall certify to the Advisor that the Sub-Advisor has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation adequacy of the Sub-Advisor’s code compliance policies and procedures as they relate to the Funds, and the effectiveness of ethics ortheir implementation; (xx) acknowledges receipt of the Funds’ most current prospectus and statement of additional information contained in the Trust’s registration statement (collectively, if the “Prospectus”); (xxi) acknowledges and agrees that it has not received legal or regulatory advice from the Funds, the Advisor or any of their respective employees or representatives, and is not entitled to rely on any statements or omissions by such a material violation has occurredemployees or representatives regarding applicable law or regulation in satisfying its obligations hereunder, including its obligation to comply with all applicable laws and regulations; provided, however, that appropriate action was taken in response to such violation. Upon the written request of the Advisor, the Sub-Advisor shall permit may rely on statements made in the Funds’ Prospectus and on the Investment Guidelines provided by Advisor, its employees or its agents to examine the reports required extent such documentation sets forth the investment principles and restrictions relating to be made the management of the Funds; (xxii) shall comply with all laws, rules, regulations and orders applicable to the Sub-Advisor by Rule 17j-1(c)(1) and Rule 204A-1(b) and all other records relevant with regard to the Sub-Advisor’s code of ethics.Services; and (fxxiii) it has provided the Fund and the Advisor with a copy of its Form ADV Parts 1 and 2, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments to the Fund and the Advisor at least annually. Such amendments shall reflect all changes in the Sub-Advisor’s organizational structure, professional staff or other significant developments affecting the Sub-Advisor, as required by the Advisers Act. (g) it will notify the Fund and the Advisor of any assignment of this Agreement or change of control of the Sub-Advisor, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Fund or senior management of the Sub-Advisor, in each case prior to or promptly after, such change. The Sub-Advisor agrees to bear all reasonable expenses of the Fund, if any, arising out of an assignment or change in control. (h) it will promptly notify the Advisor of if any financial condition that is likely to impair the Sub-Advisor’s ability to fulfill its commitment under this Agreement. (i) it agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage and, upon the written request of the Advisor, provide evidence of such insurance coverage to the Advisor. (j) it and any of their respective covered persons as set forth in Regulation D: (i) are not subject to a disqualifying event as defined in Rule 506 of Regulation D (a “Disqualifying Event”), have obtained a waiver from disqualification or have fully disclosed any Disqualifying Event that occurred prior to the effective date of this Agreement to Adviser or, as necessary, to any potential investor; and (ii) have informed Adviser of any event or proceeding that could, with the passage of time, become a Disqualifying Event and (k) it shall promptly notify the Fund and the Advisor of circumstances which would make any of its above representations and warranties made in this Section 9 inaccurate, misleading, untrue or incomplete in any material respect1(c) are no longer true and accurate.

Representations, Warranties and Covenants of the Sub-Advisor. The Sub-Advisor hereby represents, warrants warrants, covenants and covenants to the Fund and the Advisor thatagrees that it: (ai) The Sub-Advisor is currently in material compliance has all requisite power and shall at authority to enter into and perform its obligations under this Agreement, and has taken all times continue necessary corporate action to materially comply with the requirement imposed upon authorize its execution, delivery and performance of this Agreement; (ii) has duly executed and delivered this Agreement, and this Agreement constitutes a legal, valid and binding agreement of the Sub-Advisor by applicable law and regulations. (b) The enforceable against the Sub-Advisor in accordance with its terms; (iiii) is registered and will maintain its registration as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; ; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will shall promptly notify the Advisor of the occurrence of any event that would disqualify the Sub-Advisor from serving as an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company 1940 Act or otherwise; (v) is registered with the Commodity Futures Trading Commission (“CFTC”) in all capacities, if any, in which the Sub-Advisor is required under the Commodity Exchange Act (“CEA”) and the CFTC’s regulations to be so registered and is registered with the National Futures Association (“NFA”) if required to be a member thereof; (vi) shall comply with such other requirements of the CEA and CFTC regulations that apply to Sub-Advisor with regard to the Fund; (vii) shall cooperate by assisting the Advisor in fulfilling any disclosure or reporting requirements applicable to the Fund under the CEA and/or CFTC regulations; (viii) has delivered to the Advisor and the Trust a copy of its Form ADV as most recently filed with the Securities and Exchange Commission (“SEC”) and shall promptly furnish the Advisor and the Trust all amendments or supplements to its Form ADV; (ix) has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, will provide the Advisor and the Trust with a copy of such code of ethics upon the execution of this Agreement. The On at least an annual basis, the Sub-Advisor will also comply with the reporting requirements of Rule 17j-1, which may include: (i) certifying to the Advisor that the Sub-Advisor and its access persons have complied with the Sub-Advisor’s code of ethics with respect to the Sub-Advisor Account, and (ii) identifying any material violations which have occurred with respect to the Sub-Advisor Account; (x) upon reasonable notice from and the reasonable request of the Advisor, the Sub-Advisor shall permit the Advisor, its employees and its agents to examine the reports required to be made by the Sub-Advisor pursuant to Rule 17j-1 and all other records relevant to the Sub-Advisor’s code of ethics. (xi) is not currently the subject of, and has not been the subject of during the last (3) years, any enforcement action by the SEC, CFTC or other regulatory authority; (xii) shall promptly notify the Fund and Advisor in the event that the Sub-Advisor if it or any of its affiliates becomes aware that the Sub-Advisor (a) is the subject of an administrative proceeding or enforcement action by the SEC, CFTC or other regulatory authority or (b) is, or will likely be, served or otherwise receives given notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, or governmental authority, involving the affairs of the FundTrust, provided, however, that routine regulatory examinations shall not be required to be reported by this provision. (c) it has all other governmental, regulatory and self-regulatory registrations, licenses and memberships necessary to perform its obligations hereunder, and it will maintain and renew such registrations, licenses and memberships during the term of this Agreement; (d) all information provided by the Sub-Advisor to the Fund or the Advisor hereunder is complete, true and accurate in all material respects, and neither such information nor the Investor Materials (but solely with respect to any information therein related to the Sub-Advisor) contains any untrue statement of material fact , or omits to state a material fact required or necessary to be stated therein in order to prevent the statements made therein, in light of the circumstances under which they are made, from being misleading; and there are no actions, suits, proceedings, subpoenas, orders or investigations pending or threatened against the Sub-Advisor or any other Sub-Advisor Party, at law or in equity or before or by any federal, state, municipal, foreign or other governmental department, commission, board, bureau, agency, or instrumentality, or any other governmental, regulatory or self-regulatory authority or any exchangeof their affiliates; (exiii) maintains errors and omissions insurance coverage in an appropriate scope and amount and shall upon request provide to Advisor any information it has adopted may reasonably require concerning the amount of or scope of such insurance; (xiv) is not a written code party to any agreement, arrangement, or understanding such as a non-compete (other than pursuant to Section 10 of ethics complying this Agreement) that would restrict, limit, or otherwise interfere with the requirements ability of Rule 17j-1 under the Investment Company Act and Rule 204A-1 under the Advisers Act and will provide Trust, the Advisor and the Board or Trustees with a copy any of such code of ethics, together with evidence of its adoption. Within forty-five (45) days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, chief compliance officer their respective affiliates to employ or a vice-president of the Sub-Advisor shall certify to the Advisor that the Sub-Advisor has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of engage the Sub-Advisor’s code key investment professionals or any entity managed by such investment professionals, now or in the future, to manage the Sub-Advisor Account or any other assets managed by Advisor or any of ethics orits affiliates; (xv) has adopted and implemented written policies and procedures, if such a material violation has occurredas required by Rule 206(4)-7 under the Advisers Act, that appropriate action was taken in response which are reasonably designed to such violationprevent violations of federal securities laws by the Sub-Advisor, its employees, officers, and agents. Upon the written request of the Advisorreasonable notice to and reasonable request, the Sub-Advisor shall permit provide the Advisor, its employees or its agents Advisor with access to examine the reports required records relating to be made such policies and procedures as they relate to the Sub-Advisor by Rule 17j-1(c)(1) and Rule 204A-1(b) and all other records relevant to the Sub-Advisor’s code of ethics. (f) it has provided the Fund and the Advisor with a copy of its Form ADV Parts 1 and 2, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments to the Fund and the Advisor at least annually. Such amendments shall reflect all changes in the Sub-Advisor’s organizational structure, professional staff or other significant developments affecting the Sub-Advisor, as required by the Advisers Act. (g) it will notify the Fund and the Advisor of any assignment of this Agreement or change of control of the Sub-Advisor, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Fund or senior management of the Sub-Advisor, in each case prior to or promptly after, such changeAccount. The Sub-Advisor agrees to bear all will also provide, at the reasonable expenses of the Fund, if any, arising out of an assignment or change in control. (h) it will promptly notify the Advisor of any financial condition that is likely to impair the Sub-Advisor’s ability to fulfill its commitment under this Agreement. (i) it agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage and, upon the written request of the Advisor, provide evidence of such insurance coverage periodic certifications, in a form reasonably acceptable to the Advisor. (j) it , attesting to such written policies and any of their respective covered persons as set forth in Regulation D: (i) are not subject to a disqualifying event as defined in Rule 506 of Regulation D (a “Disqualifying Event”), have obtained a waiver from disqualification or have fully disclosed any Disqualifying Event that occurred prior to the effective date of this Agreement to Adviser or, as necessary, to any potential investorprocedures; and (ii) have informed Adviser of any event or proceeding that could, with the passage of time, become a Disqualifying Event and (kxvi) it shall promptly notify acknowledges receipt of the Fund Fund’s most current prospectus and statement of additional information contained in the Advisor of circumstances which would make any of its representations and warranties made in this Section 9 inaccurateTrust’s registration statement (collectively, misleading, untrue or incomplete in any material respectthe “Prospectus”).

Representations, Warranties and Covenants of the Sub-Advisor. The Sub-Advisor hereby represents, warrants warrants, covenants and covenants to the Fund and the Advisor thatagrees that it: (ai) The Sub-Advisor is currently in material compliance has all requisite power and shall at authority to enter into and perform its obligations under this Agreement, and has taken all times continue necessary corporate action to materially comply with the requirement imposed upon authorize its execution, delivery and performance of this Agreement; (ii) has duly executed and delivered this Agreement, and this Agreement constitutes a legal, valid and binding agreement of the Sub-Advisor by applicable law and regulations. (b) The enforceable against the Sub-Advisor in accordance with its terms; (iiii) is registered and will maintain its registration as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; ; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will shall promptly notify the Advisor of the occurrence of any event that would disqualify the Sub-Advisor from serving as an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company 1940 Act or otherwise; (v) is registered with the Commodity Futures Trading Commission (“CFTC”) in all capacities, if any, in which the Sub-Advisor is required under the Commodity Exchange Act (“CEA”) and the CFTC’s regulations to be so registered and is registered with the National Futures Association (“NFA”) if required to be a member thereof; (vi) shall comply with such other requirements of the CEA and CFTC regulations that apply to Sub-Advisor with regard to the Fund; (vii) shall cooperate by assisting the Advisor in fulfilling any disclosure or reporting requirements applicable to the Fund under the CEA and/or CFTC regulations; (viii) has delivered to the Advisor and the Trust a copy of its Form ADV as most recently filed with the Securities and Exchange Commission (“SEC”) and shall promptly furnish the Advisor and the Trust all amendments or supplements to its Form ADV; (ix) has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, will provide the Advisor and the Trust with a copy of such code of ethics upon the execution of this Agreement. The On at least an annual basis, the Sub-Advisor will also promptly comply with the reporting requirements of Rule 17j-1, which may include: (i) certifying to the Advisor that the Sub-Advisor and its access persons have complied with the Sub-Advisor’s code of ethics with respect to the Sub-Advisor Account, and (ii) identifying any material violations which have occurred with respect to the Sub-Advisor Account; (x) will report to the Advisor and the Trust any breach of such code of ethics that relate to its activities under this Agreement; (xi) is not currently the subject of, and has not been the subject of during the last (3) years, any enforcement action by the SEC, CFTC or other regulatory authority; (xii) shall notify the Fund Advisor at the same time and no later than the Sub-Advisor if it notifies its other clients in the event that the Sub-Advisor or any of its affiliates becomes aware that the Sub-Advisor (a) is the subject of any administrative proceeding or enforcement action by the SEC, CFTC or other regulatory authority or (b) is, or will likely be, served or otherwise receives given notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, or governmental authority, involving the affairs of the FundTrust, providedthe Sub-Advisor, however, that routine regulatory examinations shall not be required or the Advisor or any of their affiliates which could have a material adverse effect on Sub-Advisor’s ability to be reported by this provision. (c) it has all other governmental, regulatory and self-regulatory registrations, licenses and memberships necessary to perform its obligations hereunder, and it will maintain and renew such registrations, licenses and memberships during the term of provide services under this Agreement; (dxiii) all maintains errors and omissions insurance coverage in an appropriate scope and amount and shall upon request provide to Advisor any information provided by it may reasonably require concerning the Sub-Advisor to the Fund amount of or the Advisor hereunder scope of such insurance; (xiv) is complete, true and accurate in all material respects, and neither such information nor the Investor Materials (but solely with respect not a party to any information therein related to agreement, arrangement, or understanding such as a non-compete that would restrict, limit, or otherwise interfere with the Sub-Advisor) contains any untrue statement of material fact or omits to state a material fact required or necessary to be stated therein in order to prevent the statements made therein, in light ability of the circumstances under which they are madeTrust, from being misleading; and there are no actions, suits, proceedings, subpoenas, orders or investigations pending or threatened against the Sub-Advisor or any other Sub-Advisor Party, at law of their respective affiliates to employ or in equity or before or by any federal, state, municipal, foreign or other governmental department, commission, board, bureau, agency, or instrumentality, or any other governmental, regulatory or self-regulatory authority or any exchange; (e) it has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and Rule 204A-1 under the Advisers Act and will provide the Advisor and the Board or Trustees with a copy of such code of ethics, together with evidence of its adoption. Within forty-five (45) days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, chief compliance officer or a vice-president of the Sub-Advisor shall certify to the Advisor that the Sub-Advisor has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of engage the Sub-Advisor’s code key investment professionals or any entity managed by such investment professionals, now or in the future, to manage the Sub-Advisor Account or any other assets managed by Advisor or any of ethics orits affiliates; (xv) has adopted and implemented written policies and procedures, if such a material violation has occurredas required by Rule 206(4)-7 under the Advisers Act, that appropriate action was taken in response which are reasonably designed to such violationprevent violations of federal securities laws by the Sub-Advisor, its employees, officers, and agents. Upon the written request of the Advisorreasonable notice to and reasonable request, the Sub-Advisor shall permit provide the Advisor, its employees or its agents Advisor with access to examine the reports required records relating to be made such policies and procedures as they relate to the Sub-Advisor by Rule 17j-1(c)(1) and Rule 204A-1(b) and all other records relevant to the Sub-Advisor’s code of ethics. (f) it has provided the Fund and the Advisor with a copy of its Form ADV Parts 1 and 2, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments to the Fund and the Advisor at least annually. Such amendments shall reflect all changes in the Sub-Advisor’s organizational structure, professional staff or other significant developments affecting the Sub-Advisor, as required by the Advisers Act. (g) it will notify the Fund and the Advisor of any assignment of this Agreement or change of control of the Sub-Advisor, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Fund or senior management of the Sub-Advisor, in each case prior to or promptly after, such changeAccount. The Sub-Advisor agrees to bear all will also provide, at the reasonable expenses of the Fund, if any, arising out of an assignment or change in control. (h) it will promptly notify the Advisor of any financial condition that is likely to impair the Sub-Advisor’s ability to fulfill its commitment under this Agreement. (i) it agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage and, upon the written request of the Advisor, provide evidence of such insurance coverage periodic certifications, in a form reasonably acceptable to the Advisor. (j) it , attesting to such written policies and any of their respective covered persons as set forth in Regulation D: (i) are not subject to a disqualifying event as defined in Rule 506 of Regulation D (a “Disqualifying Event”), have obtained a waiver from disqualification or have fully disclosed any Disqualifying Event that occurred prior to the effective date of this Agreement to Adviser or, as necessary, to any potential investorprocedures; and (ii) have informed Adviser of any event or proceeding that could, with the passage of time, become a Disqualifying Event and (kxvi) it shall promptly notify acknowledges receipt of the Fund Fund’s most current prospectus and statement of additional information contained in the Advisor of circumstances which would make any of its representations and warranties made in this Section 9 inaccurateTrust’s registration statement (collectively, misleading, untrue or incomplete in any material respectthe “Prospectus”).

Representations, Warranties and Covenants of the Sub-Advisor. The Sub-Advisor hereby represents, warrants warrants, covenants and covenants to the Fund and the Advisor agrees that: (ai) The it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization, and has all requisite power and authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement; (ii) it has duly executed and delivered this Agreement, and this Agreement constitutes a legal, valid and binding obligation of the Sub-Advisor, enforceable against the Sub-Advisor in accordance with its terms, subject only to limitations on enforceability under bankruptcy, reorganization, insolvency and other similar laws affecting creditors’ rights generally and general principles of equity, and that none of the execution and delivery by the Sub-Advisor of this Agreement, the consummation by the Sub-Advisor of the transactions herein contemplated or compliance by the Sub-Advisor with the terms and provisions hereof will result in a breach of, or require any consent (which has not previously been received) under, (A) any of the governing or organizational documents of the Sub-Advisor, and (B) any other material agreement to which the Sub-Advisor is currently in material compliance and shall at all times continue to materially comply with the requirement imposed upon the Sub-Advisor by applicable law and regulations.a party; (biii) The Sub-Advisor (i) it is registered and will maintain its registration as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; ; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will it shall promptly notify the Advisor of the occurrence of any event that would disqualify the Sub-Advisor from serving as an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. The 1940 Act; (v) it is registered with the Commodity Futures Trading Commission (“CFTC”) in all capacities, if any, in which the Sub-Advisor is required under the Commodity Exchange Act (“CEA”) and the CFTC’s regulations to be so registered and is registered with the National Futures Association (“NFA”) if required to be a member thereof; (vi) shall comply with such other requirements of the CEA and CFTC regulations that apply to Sub-Advisor with regard to the Fund; (vii) it will also use reasonable efforts to cooperate by assisting the Advisor in the Advisor’s efforts to fulfill any disclosure or reporting requirements applicable to the Fund under the CEA and/or CFTC regulations; (viii) it has delivered to the Advisor and the Trust a copy of its Form ADV as most recently filed with the Securities and Exchange Commission (“SEC”) and shall promptly furnish the Advisor and the Trust all amendments or supplements to its Form ADV; (ix) it (A) has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, will provide the Advisor and the Trust with a copy of such code of ethics upon the execution of this Agreement, and (B) on at least an annual basis, will comply with the reporting requirements of Rule 17j-1, which may include: (1) certifying to the Advisor that the Sub-Advisor and its access persons have complied with the Sub-Advisor’s code of ethics with respect to the Sub-Advisor Account, and (2) identifying any material violations which have occurred with respect to the Sub-Advisor Account; (x) upon reasonable notice from and the reasonable request of the Advisor, it will permit the Advisor, its employees and its agents to examine the reports required to be made by the Sub-Advisor pursuant to Rule 17j-1 in respect of the Sub-Advisor Account and all other records relevant to the Sub-Advisor’s code of ethics as relates to the Sub-Advisor Account. (xi) it is not currently the subject of, and has not been the subject of during the last (3) years, any enforcement action by the SEC, CFTC or other regulatory authority; (xii) it shall promptly notify the Fund and Advisor in the event that the Sub-Advisor if or any of its affiliates becomes aware that the Sub-Advisor (A) is the subject of an administrative proceeding or enforcement action (which, for the avoidance of doubt, shall exclude any informal inquiry or routine audit or examination) by the SEC, CFTC or other regulatory authority, or (B) is, or has been informed that it is will be, served or otherwise receives given notice of any formal action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, or governmental authority, involving the affairs of the Fund, provided, however, Fund or the Sub-Advisor that routine regulatory examinations shall not be required is expected to be reported by this provision. (c) it has all other governmental, regulatory and selfhave a materially adverse effect on the Sub-regulatory registrations, licenses and memberships necessary Advisor’s ability to perform its obligations hereunder, and it will maintain and renew such registrations, licenses and memberships during the term of this Agreement; (d) all information provided by serve as the Sub-Advisor to the Fund or the Advisor hereunder is completeFund; (xiii) it maintains errors and omissions insurance coverage in an appropriate scope and amount, true and accurate in all material respects, and neither such information nor the Investor Materials (but solely with respect to any information therein related to as determined by the Sub-Advisor) contains , and shall upon request provide to the Advisor any untrue statement information it may reasonably require concerning the amount of material fact or omits to state a material fact required or necessary to be stated therein in order to prevent the statements made therein, in light scope of the circumstances under which they are made, from being misleading; and there are no actions, suits, proceedings, subpoenas, orders or investigations pending or threatened against the Sub-Advisor or any other Sub-Advisor Party, at law or in equity or before or by any federal, state, municipal, foreign or other governmental department, commission, board, bureau, agency, or instrumentality, or any other governmental, regulatory or self-regulatory authority or any exchangesuch insurance; (exiv) it has adopted a and implemented written code of ethics complying with the requirements of policies and procedures as required by Rule 17j-1 under the Investment Company Act and Rule 204A-1 206(4)-7 under the Advisers Act and will provide the Advisor and the Board or Trustees with a copy Act, which are reasonably designed to prevent violations of such code of ethics, together with evidence of its adoption. Within forty-five (45) days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, chief compliance officer or a vice-president of the Sub-Advisor shall certify to the Advisor that the Sub-Advisor has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of federal securities laws by the Sub-Advisor’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violationits employees or officers. Upon the written reasonable request of the Advisor, the Sub-Advisor shall permit (A) provide the Advisor, its employees or its agents Advisor with access to examine the reports required records relating to be made such policies and procedures as they relate to the Sub-Advisor by Rule 17j-1(c)(1Account, and (B) periodic certifications attesting to such written policies and Rule 204A-1(b) and all other records relevant to the Sub-Advisor’s code of ethics.procedures; and (fxv) it has provided acknowledges receipt of the Fund Fund’s prospectus and statement of additional information contained in the Advisor with a copy of its Form ADV Parts 1 and 2, which Trust’s registration statement in effect as of the date of this Agreement is its Form ADV as most recently filed with hereof (collectively, the SEC, and promptly will furnish a copy of all amendments to the Fund and the Advisor at least annually. Such amendments shall reflect all changes in the Sub-Advisor’s organizational structure, professional staff or other significant developments affecting the Sub-Advisor, as required by the Advisers Act. (g) it will notify the Fund and the Advisor of any assignment of this Agreement or change of control of the Sub-Advisor, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Fund or senior management of the Sub-Advisor, in each case prior to or promptly after, such change. The Sub-Advisor agrees to bear all reasonable expenses of the Fund, if any, arising out of an assignment or change in control. (h) it will promptly notify the Advisor of any financial condition that is likely to impair the Sub-Advisor’s ability to fulfill its commitment under this Agreement. (i) it agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage and, upon the written request of the Advisor, provide evidence of such insurance coverage to the Advisor. (j) it and any of their respective covered persons as set forth in Regulation D: (i) are not subject to a disqualifying event as defined in Rule 506 of Regulation D (a “Disqualifying EventProspectus”), have obtained a waiver from disqualification or have fully disclosed any Disqualifying Event that occurred prior to the effective date of this Agreement to Adviser or, as necessary, to any potential investor; and (ii) have informed Adviser of any event or proceeding that could, with the passage of time, become a Disqualifying Event and (k) it shall promptly notify the Fund and the Advisor of circumstances which would make any of its representations and warranties made in this Section 9 inaccurate, misleading, untrue or incomplete in any material respect.

Representations, Warranties and Covenants of the Sub-Advisor. The Sub-Advisor hereby represents, warrants warrants, covenants and covenants to the Fund and the Advisor agrees that: (ai) The Sub-Advisor is currently in material compliance it has all requisite power and shall at authority to enter into and perform its obligations under this Agreement, and has taken all times continue necessary corporate action to materially comply with authorize its execution, delivery and performance of this Agreement, and the requirement imposed upon execution and delivery of this Agreement by it and the performance of its obligations hereunder do not violate or constitute a default under or breach of the constituent documents of the Sub-Advisor or any agreement, instrument or policies by which it is bound, and will not violate, or constitute a breach of or default under, any order, rule, law or regulation applicable law and regulations. (b) The to the Sub-Advisor of any court, governmental body, administrative agency or self-regulatory authority having jurisdiction over the Sub-Advisor and the Trust, including the 1940 Act; (iii) it is registered and will maintain its registration as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; ; (iii) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will it shall promptly notify the Advisor of the occurrence of any event that would disqualify the Sub-Advisor from serving as an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company 1940 Act or otherwise; (iv) it is exempt from registration with the Commodity Futures Trading Commission (“CFTC”) in all capacities, if any, in which the Sub-Advisor is required under the CEA; (v) it shall comply with such other requirements of the Commodity Exchange Act of 1936 (“CEA”) and CFTC regulations that apply to Sub-Advisor with regard to the Fund; (vi) it shall cooperate by assisting the Advisor by providing information in its possession to the Advisor to fulfill any disclosure or reporting requirements applicable to the Fund under the CEA and/or CFTC regulations, solely to the extent such requirements require information relating to the Sub-Advisor Account or the Sub-Advisor’s provision of portfolio management services hereunder. The Sub-Advisor shall have no obligation to prepare any such disclosure or reports, it being acknowledged that any such disclosure or reports are the obligation of the Trust, the Fund and/or the Advisor and not the Sub-Advisor; (vii) it has delivered to the Advisor and the Trust a copy of its Form ADV as most recently filed with the Securities and Exchange Commission (“SEC”) and shall promptly furnish the Advisor and the Trust all amendments or supplements to its Form ADV; (viii) it has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act applicable to it and, if it has not already done so, will also provide the Advisor and the Trust with a copy of such code of ethics upon the execution of this Agreement. On at least an annual basis, the Sub-Advisor will comply in all material respects with the reporting requirements of Rule 17j-1 applicable to it, which may include: (i) certifying to the Advisor that the Sub-Advisor and its access persons have complied with the Sub-Advisor’s code of ethics with respect to the Sub-Advisor Account, and (ii) identifying any material violations which have occurred with respect to the Sub-Advisor Account; (ix) upon reasonable notice from and the reasonable request of the Advisor, the Sub-Advisor shall permit the Advisor, its employees and its agents to examine the reports (or equivalent information tracked by the Sub-Advisor’s financial tracking system) required to be made by the Sub-Advisor pursuant to Rule 17j-1 and all other records relevant to the Sub-Advisor’s code of ethics. (x) it is not currently the subject of, and has not been the subject of during the last (3) years, any enforcement action by the SEC, CFTC or other regulatory authority; (xi) it shall promptly notify the Fund and Advisor in the event that the Sub-Advisor if it or any of its affiliates becomes aware that the Sub-Advisor (a) is the subject of an administrative proceeding or enforcement action by the SEC, CFTC or other regulatory authority or (b) is served or otherwise receives given notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, or governmental authority, involving the affairs of the FundTrust, providedthe Sub-Advisor, howeverthe Advisor or any of their affiliates alleging a material breach of applicable securities laws or fraud, that routine regulatory examinations shall not be required the adverse determination of which is reasonably likely to be reported by this provision. (c) it has all other governmental, regulatory and self-regulatory registrations, licenses and memberships necessary have a material adverse effect on Sub‐Advisor’s ability to perform its obligations hereunder, and it will maintain and renew such registrations, licenses and memberships during the term of under this Agreement; (dxii) all it maintains errors and omissions insurance coverage in an appropriate scope and amount and shall upon request provide to Advisor any information provided it may reasonably require concerning the amount of or scope of such insurance; (xiii) it has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Sub-Advisor to the Fund or the Advisor hereunder is completeAdvisor, true and accurate in all material respectsits employees, officers, and neither such information nor the Investor Materials (but solely with respect to any information therein related to the Sub-Advisor) contains any untrue statement of material fact or omits to state a material fact required or necessary to be stated therein in order to prevent the statements made therein, in light of the circumstances under which they are made, from being misleading; and there are no actions, suits, proceedings, subpoenas, orders or investigations pending or threatened against the Sub-Advisor or any other Sub-Advisor Party, at law or in equity or before or by any federal, state, municipal, foreign or other governmental department, commission, board, bureau, agency, or instrumentality, or any other governmental, regulatory or self-regulatory authority or any exchange; (e) it has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and Rule 204A-1 under the Advisers Act and will provide the Advisor and the Board or Trustees with a copy of such code of ethics, together with evidence of its adoption. Within forty-five (45) days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, chief compliance officer or a vice-president of the Sub-Advisor shall certify to the Advisor that the Sub-Advisor has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of the Sub-Advisor’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violationagents. Upon the written request of the Advisorreasonable notice to and reasonable request, the Sub-Advisor shall permit provide the Advisor, its employees or its agents Advisor with access to examine the reports required records relating to be made such policies and procedures as they relate to the Sub-Advisor by Rule 17j-1(c)(1) and Rule 204A-1(b) and all other records relevant Account solely to the Sub-Advisor’s code of ethics. (f) it has provided extent the Fund and Trust or the Advisor with a copy of its Form ADV Parts 1 deem necessary to discharge their obligations under the 1940 Act and 2, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments to the Fund and the Advisor at least annually. Such amendments shall reflect all changes in the Sub-Advisor’s organizational structure, professional staff or other significant developments affecting the Sub-Advisor, as required by the Advisers Act. (g) it will notify the Fund and the Advisor of any assignment of this Agreement or change of control of the Sub-Advisor, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Fund or senior management of the Sub-Advisor, in each case prior to or promptly after, such change. The Sub-Advisor agrees to bear all will also provide, at the reasonable expenses of the Fund, if any, arising out of an assignment or change in control. (h) it will promptly notify the Advisor of any financial condition that is likely to impair the Sub-Advisor’s ability to fulfill its commitment under this Agreement. (i) it agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage and, upon the written request of the Advisor, provide evidence of such insurance coverage periodic certifications, in a form reasonably acceptable to the Advisor. (j) it , attesting to such written policies and any of their respective covered persons as set forth in Regulation D: (i) are not subject to a disqualifying event as defined in Rule 506 of Regulation D (a “Disqualifying Event”), have obtained a waiver from disqualification or have fully disclosed any Disqualifying Event that occurred prior procedures to the effective date of this Agreement extent required by the 1940 Act and the Advisers Act (including any rules and regulations promulgated thereunder applicable to Adviser or, as necessary, the Sub-Advisor with respect to any potential investorits activities for the Sub-Advisor Account); and (ii) have informed Adviser of any event or proceeding that could, with the passage of time, become a Disqualifying Event and (kxiv) it shall promptly notify acknowledges receipt of the Fund Fund’s most current prospectus and statement of additional information contained in the Advisor of circumstances which would make any of its representations and warranties made in this Section 9 inaccurateTrust’s registration statement (collectively, misleading, untrue or incomplete in any material respectthe “Prospectus”).

Representations, Warranties and Covenants of the Sub-Advisor. The Sub-Advisor hereby represents, warrants warrants, covenants and covenants to the Fund and the Advisor thatagrees that it: (ai) The Sub-Advisor is currently duly organized, validly existing, and in good standing under the laws of the jurisdiction of its organization, and is qualified to do business in each jurisdiction in which failure to be so qualified would reasonably be expected to have a material compliance adverse effect upon it; (ii) has all requisite power and shall at authority to enter into and perform its obligations under this Agreement, and has taken all times continue necessary corporate action to materially comply with the requirement imposed upon authorize its execution, delivery and performance of this Agreement; (iii) has duly executed and delivered this Agreement, and this Agreement constitutes a legal, valid and binding agreement of the Sub-Advisor by applicable law and regulations. (b) The enforceable against the Sub-Advisor in accordance with its terms except as may be limited by applicable bankruptcy, insolvency, or other similar laws affecting creditors’ rights generally or by general equitable principles; (iiv) is registered and will maintain its registration as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and ; (v) will shall promptly notify the Advisor of the occurrence of any event that would disqualify the Sub-Advisor from serving as an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company 1940 Act or otherwise; (vi) is registered with the Commodity Futures Trading Commission (“CFTC”) as a “commodity trading advisor” and is a member in good standing of the National Futures Association (“NFA”). The Sub-Advisor intends to treat the Fund as an exempt account under CFTC Rule 4.7. The Sub-Advisor will also notify the Advisor immediately upon having a reasonable basis for believing that the Sub-Advisor will withdraw its commodity trading advisor registration. In addition, the Sub-Advisor will promptly notify the Fund and the Advisor if it withdraws its notice of claim of exemption pursuant to Rule 4.7(c). The Sub-Advisor’s reliance on Rule 4.7(c) will not affect its obligation to comply with all other applicable provisions of the Commodity Exchange Act (“CEA”) or the rules of the CFTC and NFA for which Rule 4.7(c) does not provide an exemption; (vii) shall comply with such other requirements of the CEA and CFTC regulations that apply to Sub-Advisor with regard to the Fund; (viii) shall cooperate by assisting the Advisor in fulfilling any disclosure or reporting requirements applicable to the Fund under the CEA and/or CFTC regulations; (ix) has delivered to the Advisor and the Trust a copy of its Form ADV as most recently filed with the Securities and Exchange Commission (“SEC”) and shall (i) promptly furnish the Advisor and the Trust all material amendments or supplements to its Form ADV and (ii) any non-material amendments or supplements to its Form ADV on at least a quarterly basis; (x) has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, will provide the Advisor and the Trust with a copy of such code of ethics upon the execution of this Agreement. On at least an annual basis, the Sub-Advisor will comply with the reporting requirements of Rule 17j-1, which may include: (i) certifying to the Advisor regarding the Sub-Advisor’s and its access persons’ compliance (except as otherwise noted in the certification) with the Sub-Advisor’s code of ethics with respect to the Sub-Advisor Account, and (ii) identifying any material violations which have occurred with respect to the Sub-Advisor Account; (xi) upon reasonable notice from and the reasonable request of the Advisor, the Sub-Advisor shall permit the Advisor, its employees, and its agents to examine the records relevant to the Sub-Advisor’s code of ethics in connection with the Sub-Advisor Account; provided that this shall not require the Sub-Advisor to provide holding reports or transaction reports of any person filing such reports under the code of ethics of Sub-Advisor (or similar documents detailing personal trades) unless related to a material violation of the code of ethics. For avoidance of doubt, any reports prepared by the Sub-Advisor’s chief compliance officer related to Sub-Advisor’s code of ethics or other privileged and confidential matters will be redacted, in Sub-Advisor’s reasonable discretion, to eliminate provisions thereof that do not pertain to the Sub-Advisor Account. (xii) is served not currently the subject of, and has not been the subject of during the last (3) years, any enforcement action by the SEC, CFTC or other regulatory authority; (xiii) shall promptly notify the Advisor in the event that the Sub-Advisor becomes aware that the Sub-Advisor (a) is the subject of a disciplinary administrative proceeding (including but not limited to those proceedings which seek a cease and desist order, an accounting or disgorgement, affirmative corrective action or an officer or director bar) or enforcement action by the SEC, CFTC or other regulatory authority (unless prohibited by applicable law) or (b) has been served, or otherwise receives given notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, or governmental authority, involving the affairs of the FundTrust, provided, however, that routine regulatory examinations shall not be required to be reported by this provision. (c) it has all other governmental, regulatory and self-regulatory registrations, licenses and memberships necessary to perform its obligations hereunder, and it will maintain and renew such registrations, licenses and memberships during the term of this Agreement; (d) all information provided by the Sub-Advisor to the Fund or the Advisor hereunder is complete, true and accurate in all material respects, and neither such information nor the Investor Materials (but solely with respect to any information therein related to the Sub-Advisor) contains any untrue statement of material fact or omits to state a material fact required or necessary to be stated therein in order to prevent the statements made therein, in light of the circumstances under which they are made, from being misleading; and there are no actions, suits, proceedings, subpoenas, orders or investigations pending or threatened against the Sub-Advisor or any other Sub-Advisor Party, at law or in equity or before or by any federal, state, municipal, foreign or other governmental department, commission, board, bureau, agency, or instrumentality, or any other governmental, regulatory or self-regulatory authority or any exchange; (e) it has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and Rule 204A-1 under the Advisers Act and will provide the Advisor and the Board or Trustees with a copy of such code of ethics, together with evidence of its adoption. Within forty-five (45) days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, chief compliance officer or a vice-president of the Sub-Advisor shall certify to the Advisor that the Sub-Advisor has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of the Sub-Advisor’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Advisor, the Sub-Advisor shall permit the Advisor, its employees or its agents to examine the reports required to be made to the Sub-Advisor by Rule 17j-1(c)(1) and Rule 204A-1(b) and all other records relevant to the Sub-Advisor’s code of ethics. (f) it has provided the Fund and the Advisor with a copy of its Form ADV Parts 1 and 2, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments to the Fund and the Advisor at least annually. Such amendments shall reflect all changes in the Sub-Advisor’s organizational structure, professional staff or other significant developments affecting the Sub-Advisor, as required by the Advisers Act. (g) it will notify the Fund and or the Advisor or any of any assignment of this Agreement their affiliates which might reasonably be expected to result in a material adverse effect on the Trust, the Fund, or change of control of the Sub-Advisor, as applicable, and any changes in or the key personnel who are either the portfolio manager(s) of the Fund or senior management of the Sub-Advisor, in each case prior or which might reasonably be expected to or promptly after, such change. The Sub-Advisor agrees to bear all reasonable expenses of the Fund, if any, arising out of an assignment or change in control. (h) it will promptly notify the Advisor of any financial condition that is likely to materially impair the Sub-Advisor’s ability to fulfill discharge its commitment obligations under this Agreement.; (ixiv) it agrees to maintain an appropriate level of maintains errors and omissions or professional liability insurance coverage andin an appropriate scope and amount (as reasonably determined by the Sub-Advisor) and shall upon request provide to Advisor any information it may reasonably require concerning the amount of or scope of such insurance; (xv) is not a party to any agreement, upon arrangement, or understanding such as a non-compete that would restrict, limit, or otherwise interfere with the ability of the Trust, the Advisor or any of their respective affiliates to engage the Sub-Advisor to manage the Sub-Advisor Account or any other assets managed by Advisor or any of its affiliates; (xvi) has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Sub-Advisor and its supervised persons. Upon reasonable notice to and reasonable request, the Sub-Advisor shall provide the Advisor with access to the records relating to such policies and procedures as they relate to the Sub-Advisor Account. The Sub-Advisor will also provide, at the reasonable request of the Advisor, provide evidence of such insurance coverage periodic certifications, in a form reasonably acceptable to the Advisor. (j) it , attesting to such written policies and any of their respective covered persons as set forth in Regulation D: (i) are not subject to a disqualifying event as defined in Rule 506 of Regulation D (a “Disqualifying Event”), have obtained a waiver from disqualification or have fully disclosed any Disqualifying Event that occurred prior to the effective date of this Agreement to Adviser or, as necessary, to any potential investorprocedures; and (ii) have informed Adviser of any event or proceeding that could, with the passage of time, become a Disqualifying Event and (kxvii) it shall promptly notify acknowledges receipt of the Fund Fund’s most current prospectus and statement of additional information contained in the Advisor of circumstances which would make any of its representations and warranties made in this Section 9 inaccurateTrust’s registration statement (collectively, misleading, untrue or incomplete in any material respectthe “Prospectus”).