Common use of SUB-ADVISER COMPLIANCE RESPONSIBILITIES Clause in Contracts

SUB-ADVISER COMPLIANCE RESPONSIBILITIES. The Sub-Adviser and the Adviser acknowledge that the Sub-Adviser is not the compliance agent for each Fund and does not have access to all of the Trust’s books and records necessary to perform certain compliance testing. However, to the extent that the Sub-Adviser has agreed to perform the services specified in this Agreement, the Sub-Adviser shall perform compliance testing with respect to the Allocated Assets based upon information in its possession and upon information and written instructions received from the Adviser or the Trust’s Administrator and shall not be held in breach of this Agreement so long as it performs in accordance with such information and instructions. Specifically, the Sub-Adviser shall not be responsible for each Fund being in violation of any applicable law or regulation or investment policy or restriction applicable to each Fund as a whole or for each Fund’s failure to qualify as a regulated investment company under the Code if the securities and other holdings of the Allocated Assets would not be in such violation or failing to so qualify if the Allocated Assets were deemed a separate series of the Trust or a separate regulated investment company under the Code. The Adviser or Trust’s Administrator shall promptly provide the Sub-Adviser with copies of the Trust’s Declaration of Trust, Amended and Restated By-Laws, Registration Statement and any written policies or procedures adopted by the Board applicable to the Allocated Assets and any amendments or revisions thereto. The Sub-Adviser shall supply such reports or other documentation as reasonably requested from time to time by the Adviser to evidence the Sub-Adviser’s compliance with such Registration Statement, policies or procedures. The Sub-Adviser may utilize unaffiliated third-party data service providers in effecting compliance with the investment guidelines and/or the Adviser’s instructions, and the Sub-Adviser shall not be held responsible for any losses resulting from non-compliance with the investment guidelines or the Adviser’s instructions where the Sub-Adviser has reasonably relied on information provided by third-party data service providers.

SUB-ADVISER COMPLIANCE RESPONSIBILITIES. The Sub-Adviser and the Adviser acknowledge that the Sub-Adviser is not the compliance agent for each Fund Fund, and does not have access to all of the Trust’s books and records necessary to perform certain compliance testing. However, to the extent that the Sub-Adviser has agreed to perform the services specified in this Agreement, the Sub-Adviser shall perform compliance testing with respect to the Allocated Assets based upon information in its possession and upon information and reasonable written instructions received from the Adviser or the Trust’s Administrator and shall not be held in breach of this Agreement so long as it performs in accordance with such information and instructions. Specifically, the Sub-Adviser shall not be responsible for each Fund being in violation of any applicable law or regulation or investment policy or restriction applicable to each Fund as a whole or for each Fund’s failure to qualify as a regulated investment company under the Code if the securities and other holdings of the Allocated Assets would not be were managed in such violation or failing to so qualify if the Allocated Assets were deemed a separate series of the Trust or a separate regulated investment company under the Codeaccordance with this Agreement. The Adviser represents that it or the Trust’s Administrator shall promptly provide has provided the Sub-Adviser with complete and accurate copies of the Trust’s Declaration of Trust, Amended and Restated the Trust’s By-Laws, the Registration Statement Statement, any other applicable investment restrictions or guidelines and any written policies or procedures adopted by the Board and currently in effect applicable to the Allocated Assets Assets, and shall promptly provide the Sub-Adviser with any amendments or revisions thereto. The Adviser shall use its commercially reasonable efforts to give the Sub-Adviser at least 60 days’ advance notice of any such adoptions, amendments or revisions. To the extent the Adviser is unable to provide such advance notice, Sub-Adviser shall be afforded a reasonable period of time to comply with any new requirements set forth in such adoptions, amendments or revisions. Sub-Adviser shall supply such reports or other documentation as reasonably requested from time to time by the Adviser to evidence the Sub-Adviser’s compliance with such the relevant Registration StatementStatement provisions, policies or procedures. The procedures with which the Sub-Adviser may utilize unaffiliated thirdhas agreed to comply under this provision. Except as specifically agreed by the Sub-party data service providers Adviser and the Adviser in effecting compliance with the investment guidelines and/or the Adviser’s instructionswriting, and the Sub-Adviser shall not be held responsible for any losses resulting from non-compliance the preparation of a Fund’s or the Trust’s regulatory filings or shareholder reports. Further, notwithstanding anything herein to the contrary, except as contemplated by Section 2A with respect to the investment guidelines of the Allocated Assets, Section 2F with respect to the Fund’s record keeping requirements under Rule 31a-1 or the Adviser’s instructions where as otherwise agreed in writing by the Sub-Adviser has reasonably relied on information provided by thirdand the Adviser, the Sub-party data service providersAdviser shall have no responsibility for the Adviser’s, the Trust’s or the Fund’s compliance with any law or regulation. For the avoidance of doubt, the Sub-Adviser shall be responsible for any Section 13 or Section 16 filings with respect to the Allocated Assets.

SUB-ADVISER COMPLIANCE RESPONSIBILITIES. The Sub-Adviser and the Adviser acknowledge that the Sub-Adviser is not the compliance agent for each Fund Fund, and does not have access to all of the Trust’s books and records necessary to perform certain compliance testing. However, to the extent that the Sub-Adviser has agreed to perform the services specified in this Agreement, the Sub-Adviser shall perform compliance testing with respect to the Allocated Assets based upon information in its possession (i) the Guidelines, (ii) the Registration Statement, and (iii) upon information and written instructions received from the Adviser or the Trust’s Administrator and shall not be held in breach of this Agreement so long as it performs in Agreementso xxxx xxxx performsin accordance with such information (i) the Guidelines, (ii) the Registration Statement, and (iii) instructions. Specifically, the Sub-Adviser shall not be responsible for each Fund being in violation of any applicable law or regulation or investment policy or restriction applicable to each Fund as any (i) The Sub-Adviser shall use its good faith judgment in a whole or for each Fund’s failure to qualify as a regulated investment company under manner which it reasonably believes best serves the Code if the securities and other holdings economic interests of the Allocated Assets would not be Fund and in such violation accordance with its proxy voting policy (or failing other policy to so qualify if that effect) to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in the Allocated Assets were deemed a separate series of the Trust or a separate regulated investment company under the CodeAssets. The Adviser or Trust’s Administrator shall promptly provide cause to be forwarded to the Sub-Adviser with copies of or its designee all proxy solicitation materials that the Trust’s Declaration of Trust, Amended and Restated By-Laws, Registration Statement and any written policies or procedures adopted by the Board applicable to the Allocated Assets and any amendments or revisions theretoAdviser receives. The Sub-Adviser shall supply such reports or other documentation as reasonably requested from time to time by agrees that it has adopted written proxy voting procedures that comply with the requirements of the Advisers Act. The Adviser to evidence the agrees that Sub-Adviser’s compliance with such Registration Statement, policies Adviser will not be responsible or proceduresliable for failing to vote any proxies where it has not received the proxies or related shareholder communications in a timely manner. The Sub-Adviser further agrees that it will provide the Adviser on behalf of the Board, as the Board may utilize unaffiliated third-party data service providers reasonably request, with a written report of the proxies voted during the most recent 12- month period or such other period as the Board may designate, in effecting compliance with a format reasonably acceptable to the investment guidelines and/or the Adviser’s instructionsBoard. Upon reasonable request, and the Sub-Adviser shall provide the Adviser with all proxy voting records relating to the Allocated Assets, including but not be held responsible for any losses resulting from nonlimited to those required by Form N-compliance with the investment guidelines or the Adviser’s instructions where PX. Upon reasonable request, the Sub-Adviser has will also provide an annual certification, in a form reasonably relied acceptable to the Adviser, attesting, to the best of the Sub-Adviser (ii). The Adviser acknowledges and agrees that the Sub-Adviser shall notify the Adviser but shall otherwise have no responsibility to initiate, consider, participate in of any adversary proceeding, bankruptcy or other litigation against or involving any issue of financial instruments held in or formerly held as part of the Allocated Assets, including, without limitation, class actions, or to notify, advise or take any action on information provided by third-party data service providersbehalf of the Adviser or the Funds with respect to any such actions or litigation.

SUB-ADVISER COMPLIANCE RESPONSIBILITIES. The Sub-Adviser and the Adviser parties acknowledge that the Sub-Adviser is not neither acting as the compliance agent for each Fund the Adviser nor the chief compliance officer of the Fund, and does not have access to all of the Trust’s books and records of the Fund or the Adviser necessary to perform certain any compliance testingmonitoring or testing related to either the Adviser or the Fund. HoweverThe foregoing notwithstanding, to the extent that the Sub-Adviser has agreed to perform the services specified in this Agreement, the Sub-Adviser shall perform compliance monitoring designed to ensure compliance as set forth in Section 2(a) of this Agreement, and such periodic compliance testing with respect to the Allocated Assets portion of the Fund's portfolio allocated to Sub-Adviser as it deems appropriate, based upon information in its possession and or upon information and reasonable written instructions received from the Adviser or the Trust’s Administrator Trustees, and shall not be held in breach of this Agreement so long as it performs in accordance with such information and instructions. SpecificallyThe Sub-Adviser hereby represents that it has, in accordance with Rule 206(4)-7 under the Advisers Act, as amended: appointed a chief compliance officer and adopted written compliance policies and procedures that are intended to prevent violations of the federal securities laws. Sub-Adviser shall not be responsible for each Fund being in violation cooperate with and provide materials requested by either the chief compliance officer of any applicable law Adviser or regulation or investment policy or restriction applicable to each Fund as a whole or for each Fund’s failure to qualify as a regulated investment company under the Code if the securities and other holdings of the Allocated Assets would not be in such violation or failing to so qualify if the Allocated Assets were deemed a separate series chief compliance officer of the Trust or a separate regulated investment company under with respect to their respective duties in overseeing the Codecompliance programs of the Adviser and the Trust respectively. The Adviser or Trust’s Administrator shall promptly provide the Sub-Adviser shall additionally not be liable for failure to take any action in accordance with copies of any amendments or revisions to the Trust’s Declaration of Trustcurrent Prospectus, Amended and Restated By-Lawsinvestment guidelines, Registration Statement and any written policies or procedures adopted by the Board applicable to Trustees, where the Allocated Assets and Sub-Adviser has not been involved in the drafting of such revisions or amendments or otherwise been made aware of any such revisions or amendments, if either: Sub-Adviser has not received any such amendments or revisions theretofrom Adviser or the Trustees or such amendments or revisions have not been made publicly available and Sub-Adviser has not been notified of such public disclosure. The Sub-Adviser shall supply such reports or other documentation as reasonably requested from time to time by the Trustees or the Adviser to evidence the Sub-Adviser’s 's compliance with such Registration Statementthe Prospectus, policies or procedures. The Sub-Adviser may utilize unaffiliated third-party data service providers in effecting compliance with the investment guidelines and/or the Adviser’s instructions, and the While Sub-Adviser shall not be held responsible for any losses resulting from non-compliance with preparation of the investment guidelines Fund's regulatory filings or the Adviser’s instructions where the shareholder reports, Sub-Adviser has shall assist the Adviser in the preparation of same as reasonably relied on information provided requested by third-party data service providersthe Adviser from time to time.