Common use of Compliance with Applicable Laws and Governing Documents Clause in Contracts

Compliance with Applicable Laws and Governing Documents. In the performance of its duties and obligations under this Agreement or otherwise, the Sub-Advisor shall act in conformity with the Fund’s Declaration of Trust (as it may be amended or modified from time to time), By-Laws (as they may be amended or modified from time to time), procedures and policies (“Policies”) adopted by the Board and/or by the Advisor, the Guidelines, and the Prospectus and with instructions and directions received in writing from the Advisor or the Board and will conform to and comply with the requirements of the 1940 Act, the Advisers Act and, to the extent applicable, the Commodity Exchange Act, as amended (“CEA”), and the rules and regulations adopted under the 1940 Act, the Advisers Act and, to the extent applicable, the CEA, from time to time, the Internal Revenue Code of 1986, as amended (the “Code”), and all applicable federal and state laws and regulations necessary to allow the Fund to qualify as a “regulated investment company” as defined in Subchapter M of the Code. The Sub-Advisor shall maintain compliance procedures and processes that are reasonably designed to ensure compliance with all laws, rules, regulations and requirements applicable to the investment advisor of a closed-end investment company like the Fund under the Advisers Act, including Rule 206(4)-7 thereunder, and the 1940 Act. No supervisory activity undertaken by the Advisor shall limit the Sub-Advisor’s full responsibility for all of its obligations and responsibilities hereunder. To the extent that the CEA and the CFTC regulations require: (A) registration by the Sub-Advisor as a commodity pool operator or commodity trading advisor and/or membership with the National Futures Association (“NFA”) with respect to the Fund, (B) specific disclosure, as applicable to the investors in the Fund, or (C) filing of reports and other documents with respect to the Fund, Sub-Advisor shall promptly and fully comply, or work with the Advisor to take reasonable steps to cause the Fund to comply, with all such requirements. The Advisor shall provide the Sub-Advisor with copies of the Fund’s Declaration of Trust, By-Laws, Policies, the Guidelines, and the Prospectus, and shall provide the Sub-Advisor with reasonable notice of any change in the Fund’s investment objectives, policies and restrictions as stated in the Prospectus or in any Policies or Guidelines adopted by the Board and/or the Advisor, and the Sub-Advisor shall, in the performance of its duties and obligations under this Agreement, manage the Fund’s portfolio in compliance with such documents and changes, provided that the Sub-Advisor has received notice of the effectiveness of such changes from the Fund or the Advisor and any such changes to the investment objectives, policies, restrictions or guidelines for the Fund shall be reasonably acceptable to the Sub-Advisor, provided, further, that any such changes shall be deemed to be acceptable to the Sub-Advisor unless the Sub-Advisor has provided the Advisor written notice within seven (7) business days of receiving such documents that any of the changes are not reasonably acceptable. In addition to such notice, the Advisor shall provide to the Sub-Advisor a copy of a modified Prospectus reflecting such changes. The Sub-Advisor shall not delegate investment advisory services to any third-party concerning transactions for the Fund without the prior written consent of the Advisor or the Board.

Compliance with Applicable Laws and Governing Documents. In the performance of its duties and obligations under this Agreement or otherwiseAgreement, the Sub-Advisor shall with respect to Sub-Advisor Assets, act in conformity with the Fund’s material and applicable portions of the Trust's Declaration of Trust (as it may be amended or modified from time to time), and By-Laws (as they may be amended or modified from time to time)Laws, procedures all applicable provisions of the the Prospectus(es) and policies (“Policies”) adopted by the Board and/or by the Advisor, the GuidelinesStatements of Additional Information, and with the Prospectus and with instructions and directions received in writing from the Advisor or the Board Trustees of the Trust and will conform to and comply with the requirements of the 1940 Act, the Advisers Act and, to the extent applicable, the Commodity Exchange Advisors Act, as amended (“CEA”), and the rules and regulations adopted under the 1940 Act, the Advisers Act and, to the extent applicable, the CEA, from time to time, the Internal Revenue Code of 1986, as amended (the “"Code”"), and all other applicable federal and state laws and regulations necessary to allow the Fund to qualify as a “regulated investment company” as defined in Subchapter M of the Code. The Sub-Advisor shall maintain compliance procedures and processes that are reasonably designed to ensure compliance with all laws, rules, regulations and requirements applicable to the investment advisor of a closed-end investment company like the Fund under the Advisers Act, including Rule 206(4)-7 thereunder, and the 1940 Act. No supervisory activity undertaken by the Advisor shall limit the Sub-Advisor’s full responsibility for all of its obligations and responsibilities hereunder. To the extent that the CEA and the CFTC regulations require: (A) registration by the Sub-Advisor as a commodity pool operator or commodity trading advisor and/or membership with the National Futures Association (“NFA”) with respect to the Fund, (B) specific disclosure, as applicable to the investors in the Fund, or (C) filing of reports and other documents with respect to the Fund, Sub-Advisor shall promptly and fully comply, or work with the Advisor to take reasonable steps to cause the Fund to comply, with all such requirementsregulations. The Advisor shall will provide the Sub-Advisor with a copy of the minutes of the meetings of the Board of Trustees of the Trust to the extent they may affect a Fund or the duties of the Sub-Advisor, and with the copies of the Fund’s Declaration of Trust, By-Laws, Policies, the Guidelinesany financial statements or reports made by a Fund to its shareholders, and any further materials or information which the Prospectus, and shall Sub-Advisor may reasonably request to enable it to perform its functions under this Agreement. The Advisor will provide the Sub-Advisor with reasonable advance notice of any change in the a Fund’s 's investment objectives, policies and restrictions as stated in the Prospectus or in any Policies or Guidelines adopted by the Board and/or the AdvisorProspectus, and the Sub-Advisor shall, in the performance of its duties and obligations under this Agreement, manage the Fund’s portfolio in compliance Sub-Advisor Assets consistent with such documents and changes, provided that the Sub-Advisor has received prior notice of the effectiveness of such changes from the Fund Trust or the Advisor and any such changes to the investment objectives, policies, restrictions or guidelines for the Fund shall be reasonably acceptable to the Sub-Advisor, provided, further, that any such changes shall be deemed to be acceptable to the Sub-Advisor unless the Sub-Advisor has provided the Advisor written notice within seven (7) business days of receiving such documents that any of the changes are not reasonably acceptable. In addition to such notice, the Advisor shall provide to the Sub-Advisor a copy of a modified Prospectus reflecting such changes. The Sub-Advisor shall not delegate investment advisory services will at all times be in compliance with all disclosure requirements under all applicable federal and state laws and regulations relating to any thirdthe Trust or a Fund with respect to the Sub-party concerning transactions for Advisor Assets, and as to the accuracy of material information furnished in writing by the Sub-Advisor to the Trust, to the Fund without the prior written consent of or to the Advisor specifically for inclusion in the Prospectus. The Sub-Advisor hereby agrees to provide to the Advisor in a timely manner such information relating to the Sub-Advisor and its relationship to, and actions for, a Fund as may be required to be contained in the Prospectus or in the Board.Trust's registration statement on Form N-1A.

Compliance with Applicable Laws and Governing Documents. In the performance of its duties and obligations under this Agreement or otherwise, the Sub-Advisor SubAdviser shall act in conformity with the Fund’s 's Declaration of Trust (as it may be amended or modified from time to time)Trust, By-Laws (as they may be amended or modified from time to time)Laws, procedures and policies (“Policies”) adopted by the Board of the Fund and/or by the Advisor, the Guidelines, Adviser and the Prospectus and with the instructions and directions received in writing from the Advisor Adviser or the Board Trustees of the Fund and will conform to and comply with the requirements of the 1940 Act, the Advisers Act and, to the extent applicable, the Commodity Exchange Act, as amended (“CEA”), and the rules and regulations adopted under the 1940 Act, the Advisers Act and, to the extent applicable, the CEA, from time to time, the Internal Revenue Code of 1986, as amended (the “"Code”"), and all other applicable federal and state laws and regulations necessary to allow the Fund to qualify as a “"regulated investment company” " as defined in Subchapter M of the CodeCode (which currently requires that, at the close of each quarter of the taxable year, (A) at least 50 percent of the value of the Fund's total assets is represented by (i) cash and cash items [including receivables], Government securities and securities of other regulated investment companies, and (ii) other securities for purposes of this calculation limited in respect of any one issuer to an amount not greater in value than 5 percent of the value of the total assets of the Fund and to not more than 10 percent of the outstanding voting securities of such issuer, and (B) not more than 25 percent of the value of its total assets is invested in the securities ]other than Government securities or the securities of other regulated investment companies] of any one issuer). The Sub-Advisor shall maintain compliance procedures and processes that are reasonably designed Notwithstanding the foregoing, the Adviser shall, subject to ensure the SubAdviser's compliance with all lawsits obligations, rules, regulations and requirements applicable to remain responsible for the investment advisor of a closed-end investment company like the Fund under the Advisers Act, including Rule 206(4)-7 thereunder, and Fund's overall compliance with the 1940 Act, the Code and all other applicable federal and state laws and regulations. No supervisory activity undertaken by The Adviser will provide the Advisor shall limit SubAdviser with a copy of those portions of the Sub-Advisor’s full responsibility for all minutes of its obligations and responsibilities hereunder. To the extent that meetings of the CEA and the CFTC regulations require: (A) registration by the Sub-Advisor as a commodity pool operator or commodity trading advisor and/or membership with the National Futures Association (“NFA”) with respect to the Fund, (B) specific disclosure, as applicable to the investors in the Fund, or (C) filing Board of reports and other documents with respect to the Fund, Sub-Advisor shall promptly and fully comply, or work with the Advisor to take reasonable steps to cause Trustees of the Fund to complythe extent they may materially affect the duties of the SubAdviser, and with all such requirementsthe copies of any financial statements or reports made by the Fund to its shareholders, and any further materials or information which the SubAdviser may reasonably request to enable it to perform its functions under this Agreement. The Advisor shall Adviser will provide the Sub-Advisor SubAdviser with copies of the Fund’s Declaration of Trust, By-Laws, Policies, the Guidelines, and the Prospectus, and shall provide the Sub-Advisor with reasonable advance notice of any change in the Fund’s 's investment objectives, policies and restrictions as stated in the Prospectus or in any Policies or Guidelines procedures and policies adopted by the Board of the Fund and/or the AdvisorAdviser, and the Sub-Advisor SubAdviser shall, in the performance of its duties and obligations under this Agreement, manage the Fund’s 's portfolio investments in compliance with such documents and changes, provided that the Sub-Advisor SubAdviser has received prompt notice of the effectiveness of such changes from the Fund or the Advisor and any such changes to the investment objectives, policies, restrictions or guidelines for the Fund shall be reasonably acceptable to the Sub-Advisor, provided, further, that any such changes shall be deemed to be acceptable to the Sub-Advisor unless the Sub-Advisor has provided the Advisor written notice within seven (7) business days of receiving such documents that any of the changes are not reasonably acceptableAdviser. In addition to such notice, the Advisor Adviser shall provide to the Sub-Advisor SubAdviser a copy of a modified Prospectus reflecting such changes. The Sub-Advisor Adviser acknowledges and agrees that, provided that the SubAdviser has provided the Adviser with complete, accurate and timely information regarding the SubAdviser's activities relating to the Fund, the Prospectus will at all times be in compliance with all disclosure requirements under all applicable federal and state laws and regulations relating to the Fund, including, without limitation, the 1940 Act, and the rules and regulations thereunder, and that the SubAdviser shall not delegate investment advisory services have no liability in connection therewith, except as to any third-party concerning transactions for the accuracy of material information furnished in writing by the SubAdviser to the Fund without or to the prior Adviser specifically for inclusion in the Prospectus, or information which was provided to the SubAdviser to review and which SubAdviser approved as to the accuracy of such information or if the SubAdviser does not promptly respond will be deemed to have approved the accuracy of such information as described below. The SubAdviser hereby agrees to provide to the Adviser in a timely manner such information relating to the SubAdviser and its relationship to, and actions for, the Fund as may be required to be contained in the Prospectus or in the Fund's registration statement on Form N-1A. The SubAdviser shall have seven (7) business days to review all disclosure about the Fund and the SubAdviser contained in the Fund's Prospectus and Statement of Additional Information and certain advertisements for accuracy and shall approve or disapprove of such disclosure within seven (7) business days of receiving such disclosure. After the expiration of seven (7) business days, the Adviser shall provide the SubAdviser an additional five (5) business days to respond, such additional five (5) business days to commence upon written consent notice from the Adviser. The SubAdviser's failure to respond within such time shall be deemed to constitute SubAdviser's approval of the Advisor or the Boardsuch disclosure.

Compliance with Applicable Laws and Governing Documents. In the performance of its duties and obligations under this Agreement or otherwise, the Sub-Advisor shall act in conformity with the Fund’s Declaration of Trust (as it may be amended or modified from time to time), By-Laws (as they may be amended or modified from time to time), procedures and policies (“Policies”) adopted by the Board and/or by the Advisor, the Guidelines, and the Prospectus and with instructions and directions received in writing from the Advisor or the Board and will conform to and comply with the requirements of the 1940 Act, the Advisers Act and, to the extent applicable, the U.S. Commodity Exchange Act, as amended (“CEA”), and the rules and regulations adopted under the 1940 Act, the Advisers Act and, to the extent applicable, the CEA, from time to time, the Internal Revenue Code of 1986, as amended (the “Code”), and all applicable federal and state laws and regulations necessary to allow the Fund to qualify as a “regulated investment company” as defined in Subchapter M of the Code. The Sub-Advisor shall maintain compliance procedures and processes that are reasonably designed to ensure compliance with all laws, rules, regulations and requirements applicable to the investment advisor of a closed-end investment company like the Fund under the Advisers Act, including Rule 206(4)-7 thereunder, and the 1940 Act. No supervisory activity undertaken by the Advisor shall limit the Sub-Advisor’s full responsibility for all of its obligations and responsibilities hereunder. To the extent that the CEA and the CFTC regulations require: (A) registration by the Sub-Advisor as a commodity pool operator or commodity trading advisor and/or membership with the National Futures Association (“NFA”) with respect to the Fund, (B) specific disclosure, as applicable to the investors in the Fund, or (C) filing of reports and other documents with respect to the Fund, Sub-Advisor shall promptly and fully comply, or work with the Advisor to take reasonable steps to cause the Fund to comply, with all such requirements. The Advisor shall provide the Sub-Advisor with copies of the Fund’s Declaration of Trust, By-Laws, Policies, the Guidelines, and the Prospectus, and shall provide the Sub-Advisor with reasonable notice of not make any change in changes to the Fund’s investment objectives, policies and restrictions as stated in the Prospectus or in any Policies or Guidelines adopted by the Board and/or the AdvisorGuidelines, and the Sub-Advisor shall, in the performance of its duties and obligations under this Agreement, shall not be obligated to manage the Fund’s portfolio in compliance with such documents and changes, provided that the Sub-Advisor has received notice of the effectiveness of such changes from the Fund or the Advisor and any such changes to the investment objectives, policies, restrictions or guidelines for the Fund shall be reasonably acceptable to the Sub-Advisor, provided, further, that any such changes shall be deemed to be acceptable to the Sub-Advisor unless the Sub-Advisor has provided the Advisor its prior written notice within seven (7) business days approval of receiving such documents that any of the changes are changes, which approval will not reasonably acceptablebe unreasonably withheld, delayed or conditioned. In addition to such notice, the The Advisor shall provide to the Sub-Advisor a copy of a modified Prospectus reflecting such changes. The Sub-Advisor shall not delegate investment advisory services to any third-party concerning transactions for the Fund without the prior written consent of the Advisor or the Board.

Compliance with Applicable Laws and Governing Documents. In the performance of its duties and obligations under this Agreement or otherwise, the Sub-Advisor Adviser shall act in conformity with the FundTrust’s Declaration of Trust (as it may be amended or modified from time to time)Trust, By-Laws (as they may be amended or modified from time to time)Laws, procedures and policies (“Policies”) adopted by the Board of the Trust and/or by the Advisor, the Guidelines, Adviser and the Prospectus and with the instructions and directions received in writing from the Advisor Adviser or the Board Trustees of the Trust and will conform to and comply with the requirements of the 1940 Act, the Advisers Act and, to the extent applicable, the Commodity Exchange Act, as amended (“CEA”), and the rules and regulations adopted under the 1940 Act, the Advisers Act and, to the extent applicable, the CEA, from time to time, the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations necessary to allow the Fund to qualify as a “regulated investment company” as defined in Subchapter M of the CodeCode (which currently requires that, at the close of each quarter of the taxable year, (A) at least 50 percent of the value of the Fund’s total assets is represented by (i) cash and cash items (including receivables), government securities and securities of other regulated investment companies, and (ii) other securities for purposes of this calculation limited in respect of any one issuer to an amount not greater in value than 5 percent of the value of the total assets of the Fund and to not more than 10 percent of the outstanding voting securities of such issuer, and (B) not more than 25 percent of the value of its total assets is invested in the securities other than government securities or the securities of other regulated investment companies of any one issuer). The Notwithstanding the foregoing, the Adviser shall, subject to the Sub-Advisor shall maintain compliance procedures and processes that are reasonably designed to ensure Adviser’s compliance with all lawsits obligations, rules, regulations and requirements applicable to remain responsible for the investment advisor of a closed-end investment company like the Fund under the Advisers Act, including Rule 206(4)-7 thereunder, and Fund’s overall compliance with the 1940 Act. No supervisory activity undertaken by , the Advisor shall limit the Sub-Advisor’s full responsibility for Code and all of its obligations other applicable federal and responsibilities hereunder. To the extent that the CEA state laws and the CFTC regulations require: (A) registration by the Sub-Advisor as a commodity pool operator or commodity trading advisor and/or membership with the National Futures Association (“NFA”) with respect to the Fund, (B) specific disclosure, as applicable to the investors in the Fund, or (C) filing of reports and other documents with respect to the Fund, Sub-Advisor shall promptly and fully comply, or work with the Advisor to take reasonable steps to cause the Fund to comply, with all such requirementsregulations. The Advisor shall Adviser will provide the Sub-Advisor Adviser with a copy of those portions of the minutes of the meetings of the Board of Trustees of the Trust to the extent they may materially affect the duties of the Sub-Adviser, and with the copies of any financial statements or reports made by the Fund’s Declaration of Trust, By-Laws, Policies, the GuidelinesFund to its shareholders, and any further materials or information which the Prospectus, and shall Sub-Adviser may reasonably request to enable it to perform its functions under this Agreement. The Adviser will provide the Sub-Advisor Adviser with reasonable advance notice of any change in the Fund’s investment objectives, policies and restrictions as stated in the Prospectus or in any Policies or Guidelines procedures and policies adopted by the Board of the Trust and/or the AdvisorAdviser, and the Sub-Advisor Adviser shall, in the performance of its duties and obligations under this Agreement, manage the Fund’s portfolio investments in compliance with such documents and changes, provided that the Sub-Advisor Adviser has received prompt notice of the effectiveness of such changes from the Fund or the Advisor and any such changes to the investment objectives, policies, restrictions or guidelines for the Fund shall be reasonably acceptable to the Sub-Advisor, provided, further, that any such changes shall be deemed to be acceptable to the Sub-Advisor unless the Sub-Advisor has provided the Advisor written notice within seven (7) business days of receiving such documents that any of the changes are not reasonably acceptableAdviser. In addition to such notice, the Advisor Adviser shall provide to the Sub-Advisor Adviser a copy of a modified Prospectus reflecting such changes. The Adviser acknowledges and agrees that, provided that the Sub-Advisor Adviser has provided the Adviser with complete, accurate and timely information regarding the Sub-Adviser’s activities relating to the Fund, the Prospectus will at all times be in compliance with all disclosure requirements under all applicable federal and state laws and regulations relating to the Fund, including, without limitation, the 1940 Act, and the rules and regulations thereunder, and that the Sub-Adviser shall not delegate investment advisory services have no liability in connection therewith, except as to any thirdthe accuracy of material information furnished in writing by the Sub-party concerning transactions for Adviser to the Fund without or to the prior Adviser specifically for inclusion in the Prospectus, or information which was provided to the Sub-Adviser to review and which Sub-Adviser approved as to the accuracy of such information or if the Sub-Adviser does not promptly respond will be deemed to have approved the accuracy of such information as described below. The Sub-Adviser hereby agrees to provide to the Adviser in a timely manner such information relating to the Sub-Adviser and its relationship to, and actions for, the Fund as may be required to be contained in the Prospectus or in the Fund’s registration statement on Form N-1A. The Sub-Adviser shall have seven (7) business days to review all disclosure about the Fund and the Sub-Adviser contained in the Fund’s Prospectus and Statement of Additional Information and certain advertisements for accuracy and shall approve or disapprove of such disclosure within seven (7) business days of receiving such disclosure. After the expiration of seven (7) business days, the Adviser shall provide the Sub-Adviser an additional five (5) business days to respond, such additional five (5) business days to commence upon written consent notice from the Adviser. The Sub-Adviser’s failure to respond within such time shall be deemed to constitute Sub-Adviser’s approval of the Advisor or the Boardsuch disclosure.

Compliance with Applicable Laws and Governing Documents. In the performance of its duties and obligations under this Agreement or otherwiseAgreement, the Sub-Advisor shall with respect to Sub-Advisor Assets, act in conformity with the FundTrust’s Declaration of Trust (as it may be amended or modified from time to timeand By-Laws, the Prospectus(es), By-Laws (as they may be amended or modified from time to time), procedures and policies (“Policies”) adopted by the Board and/or by the Advisor, the Guidelines, and the Prospectus and with the instructions and directions received in writing from the Advisor or the Board Trustees of the Trust and will conform to and comply with the requirements of the 1940 Act, the Advisers Act and, to the extent applicable, the Commodity Exchange Act, as amended (“CEA”), and the rules and regulations adopted under the 1940 Act, the Advisers Act and, to the extent applicable, the CEA, from time to time, the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations necessary to allow the Fund to qualify as a “regulated investment company” as defined in Subchapter M of the Code. The Sub-Advisor shall maintain compliance procedures and processes that are reasonably designed to ensure compliance with all laws, rules, regulations and requirements applicable to the investment advisor of a closed-end investment company like the Fund under the Advisers Act, including Rule 206(4)-7 thereunder, and the 1940 Act. No supervisory activity undertaken by the Advisor shall limit the Sub-Advisor’s full responsibility for all of its obligations and responsibilities hereunder. To the extent that the CEA and the CFTC regulations require: (A) registration by the Sub-Advisor as a commodity pool operator or commodity trading advisor and/or membership with the National Futures Association (“NFA”) with respect to the Fund, (B) specific disclosure, as applicable to the investors in the Fund, or (C) filing of reports and other documents with respect to the Fund, Sub-Advisor shall promptly and fully comply, or work with the Advisor to take reasonable steps to cause the Fund to comply, with all such requirementsregulations. The Advisor shall will provide the Sub-Advisor with a copy of the minutes of the meetings of the Board of Trustees of the Trust to the extent they may affect a Fund or the duties of the Sub-Advisor, and with the copies of the Fund’s Declaration of Trust, By-Laws, Policies, the Guidelinesany financial statements or reports made by a Fund to its shareholders, and any further materials or information which the Prospectus, and shall Sub-Advisor may reasonably request to enable it to perform its functions under this Agreement. The Advisor hereby agrees that it will cause the Trust to agree that no shares of any fund whose assets consist at any time or Sub-Advisor Assets will be marketed or knowingly sold to any plan established or which is tax-exempt under Section 457 of the Internal Revenue Code (Governmental Plans). The Advisor will provide the Sub-Advisor with reasonable notice (30 days) advance notice, in writing, of any change in the a Fund’s investment objectives, policies and restrictions as stated in the Prospectus or in any Policies or Guidelines adopted by the Board and/or the AdvisorProspectus, and the Sub-Advisor shall, in the performance of its duties and obligations under this Agreement, manage the Fund’s portfolio in compliance Sub-Advisor Assets consistent with such documents and changes, provided that the Sub-Advisor has received such prior notice of the effectiveness of such changes from the Fund Trust or the Advisor and any such changes to the investment objectives, policies, restrictions or guidelines for the Fund shall be reasonably acceptable to the Sub-Advisor, provided, further, that any such changes shall be deemed to be acceptable to the Sub-Advisor unless the Sub-Advisor has provided the Advisor written notice within seven (7) business days of receiving such documents that any of the changes are not reasonably acceptable. In addition to such notice, the Advisor shall provide to the Sub-Advisor a copy of a modified Prospectus reflecting such changes. The Sub-Advisor shall not delegate investment advisory services will at all times be in compliance with all disclosure requirements under all applicable federal and state laws and regulations relating to any thirdthe Trust or a Fund with respect to the Sub-party concerning transactions for Advisor Assets, and as to the accuracy of material information furnished in writing by the Sub-Advisor to the Trust, to the Fund without the prior written consent of or to the Advisor specifically for inclusion in the Prospectus. The Sub-Advisor hereby agrees to provide to the Advisor in a timely manner, in writing, such information relating to the Sub-Advisor and its relationship to, and actions for, a Fund as may be required to be contained in the Prospectus or in the Trust’s registration statement on Form N-1A. The Advisor shall provide the Sub-Advisor with complete copies of each Registration Statement, Application for Exemptive Relief, No Action Relief or any Order or Response thereafter made with the Securities and Exchange Commission or the BoardInternal Revenue Service with respect to the Trust, Sub-Advisor Assets, or any Fund which has Sub-Advisor Assets, promptly after each filing is made.

Compliance with Applicable Laws and Governing Documents. In the performance of its duties and obligations under this Agreement or otherwise, the Sub-Advisor SubAdviser shall act in conformity with the Fund’s Trust's Declaration of Trust (as it may be amended or modified from time to time)Trust, By-Laws (as they may be amended or modified from time to time)Laws, procedures and policies (“Policies”) adopted by the Board of the Trust and/or by the Advisor, the Guidelines, Adviser and the Prospectus and with the instructions and directions received in writing from the Advisor Adviser or the Board Trustees of the Trust and will conform to and comply with the requirements of the 1940 Act, the Advisers Act and, to the extent applicable, the Commodity Exchange Act, as amended (“CEA”), and the rules and regulations adopted under the 1940 Act, the Advisers Act and, to the extent applicable, the CEA, from time to time, the Internal Revenue Code of 1986, as amended (the “"Code”"), and all other applicable federal and state laws and regulations necessary to allow the Fund to qualify as a “"regulated investment company” " as defined in Subchapter M of the Code. The Sub-Advisor shall maintain compliance procedures and processes that are reasonably designed Notwithstanding the foregoing, the Adviser shall, subject to ensure the SubAdviser's compliance with all lawsits obligations, rules, regulations and requirements applicable to remain responsible for the investment advisor of a closed-end investment company like the Fund under the Advisers Act, including Rule 206(4)-7 thereunder, and Fund's overall compliance with the 1940 Act, the Code and all other applicable federal and state laws and regulations. No supervisory activity undertaken by The Adviser will provide the Advisor shall limit SubAdviser with a copy of the Sub-Advisor’s full responsibility for all Prospectus, those portions of its obligations and responsibilities hereunder. To the minutes of the meetings of the Board of Trustees of the Trust to the extent that they may materially affect the CEA duties of the SubAdviser, and the CFTC regulations require: (A) registration by the Sub-Advisor as a commodity pool operator or commodity trading advisor and/or membership with the National Futures Association (“NFA”) with respect to the Fund, (B) specific disclosure, as applicable to the investors in the Fund, copies of any financial statements or (C) filing of reports and other documents with respect to the Fund, Sub-Advisor shall promptly and fully comply, or work with the Advisor to take reasonable steps to cause made by the Fund to complyits shareholders, with all such requirementsand any further materials or information which the SubAdviser may reasonably request to enable it to perform its functions under this Agreement. The Advisor shall Adviser will provide the Sub-Advisor SubAdviser with copies of the Fund’s Declaration of Trust, By-Laws, Policies, the Guidelines, and the Prospectus, and shall provide the Sub-Advisor with reasonable advance notice of any change in the Fund’s 's investment objectives, policies and restrictions as stated in the Prospectus or in any Policies or Guidelines procedures and policies adopted by the Board of the Trust and/or the AdvisorAdviser, and the Sub-Advisor SubAdviser shall, in the performance of its duties and obligations under this Agreement, manage the Fund’s 's portfolio investments in compliance with such documents and changes, provided that the Sub-Advisor SubAdviser has received prompt notice of the effectiveness of such changes from the Fund Trust or the Advisor and any such changes to the investment objectives, policies, restrictions or guidelines for the Fund shall be reasonably acceptable to the Sub-Advisor, provided, further, that any such changes shall be deemed to be acceptable to the Sub-Advisor unless the Sub-Advisor has provided the Advisor written notice within seven (7) business days of receiving such documents that any of the changes are not reasonably acceptableAdviser. In addition to such notice, the Advisor Adviser shall provide to the Sub-Advisor SubAdviser a copy of a modified Prospectus reflecting such changes. The Sub-Advisor Adviser acknowledges and agrees that, provided the SubAdviser has provided the Adviser with complete, accurate and timely information regarding the SubAdviser's activities relating to the Fund, the Prospectus will at all times be in compliance with all disclosure requirements under all applicable federal and state laws and regulations relating to the Trust or the Fund, including, without limitation, the 1940 Act, and the rules and regulations thereunder, and that the SubAdviser shall not delegate investment advisory services have no liability in connection therewith, except as to any third-party concerning transactions for the accuracy of material information about the SubAdviser furnished in writing by the SubAdviser to the Fund without or to the prior written consent Adviser specifically for inclusion in the Prospectus, or information which was provided to the SubAdviser to review and SubAdviser approved as to the accuracy of such material or is deemed to have approved the Advisor accuracy of such material as described below. The SubAdviser hereby agrees to provide to the Adviser in a timely manner such information relating to the SubAdviser and its relationship to, and actions for, the Fund requested by the Fund or the BoardAdviser as may be required to be contained in the Prospectus or in the Trust's registration statement on Form N-1A. The SubAdviser shall review all disclosure about the SubAdviser contained in the Fund's Prospectus and Statement of Additional Information and certain advertisements for accuracy and shall approve or disapprove of such disclosure within five (5) business days of receiving such disclosure. Any failure by SubAdviser to respond within such five (5) business day period shall be deemed to constitute SubAdviser's approval of such disclosure.

Compliance with Applicable Laws and Governing Documents. In the performance of its duties and obligations under this Agreement or otherwise, the Sub-Advisor Subadviser shall act in conformity with the Fund’s Declaration of Trust (as it may be amended or modified from time to time), By-Laws (as they may be amended or modified from time to time), procedures and policies (“Policies”) adopted by the Board and/or by the AdvisorAdviser, the Guidelines, and the Prospectus and with instructions and directions received in writing from the Advisor Adviser or the Board and will conform to and comply with the requirements of the 1940 Act, the Advisers Act and, to the extent applicable, the Commodity Exchange Act, as amended (“CEA”), and the rules and regulations adopted under the 1940 Act, the Advisers Act and, to the extent applicable, the CEA, from time to time, the Internal Revenue Code of 1986, as amended (the “Code”), and all applicable federal and state laws and regulations necessary to allow the Fund to qualify as a “regulated investment company” as defined in Subchapter M of the Code. The Sub-Advisor Subadviser shall maintain compliance procedures and processes that are reasonably designed to ensure compliance with all laws, rules, regulations and requirements applicable to the investment advisor adviser of a closed-end investment company like the Fund under the Advisers Act, including Rule 206(4)-7 thereunder, and the 1940 Act. No supervisory activity undertaken by the Advisor Adviser shall limit the Sub-AdvisorSubadviser’s full responsibility for all of its obligations and responsibilities hereunder. To the extent that the CEA and the CFTC regulations require: require (A) registration by the Sub-Advisor Subadviser as a commodity pool operator or commodity trading advisor adviser and/or membership with the National Futures Association (“NFA”) with respect to the Fund, (B) specific disclosure, as applicable to the investors in the Fund, or (C) filing of reports and other documents with respect to the Fund, Sub-Advisor Subadviser shall promptly and fully comply, or work with the Advisor Adviser to take reasonable steps to cause the Fund to comply, with all such requirements. The Advisor Adviser shall provide the Sub-Advisor Subadviser with copies of the Fund’s Declaration of Trust, By-Laws, Policies, the Guidelines, and the Prospectus, and shall provide the Sub-Advisor Subadviser with reasonable notice of any change in the Fund’s investment objectives, policies and restrictions as stated in the Prospectus or in any Policies or Guidelines adopted by the Board and/or the AdvisorAdviser, and the Sub-Advisor Subadviser shall, in the performance of its duties and obligations under this Agreement, manage the Fund’s portfolio in compliance with such documents and changes, provided that the Sub-Advisor Subadviser has received notice of the effectiveness of such changes from the Fund or the Advisor Adviser and any such changes to the investment objectives, policies, restrictions or guidelines for the Fund shall be reasonably acceptable to the Sub-AdvisorSubadviser, provided, further, that any such changes shall be deemed to be acceptable to the Sub-Advisor Subadviser unless the Sub-Advisor Subadviser has provided the Advisor Adviser written notice within seven (7) business days of receiving such documents that any of the changes are not reasonably acceptable. In addition to such notice, the Advisor Adviser shall provide to the Sub-Advisor Subadviser a copy of a modified Prospectus reflecting such changes. The Sub-Advisor Subadviser shall not delegate investment advisory services to any third-third party concerning transactions for the Fund without the prior written consent of the Advisor Adviser or the Board.