Common use of Compliance with Commodity Exchange Act Regulations Clause in Contracts

Compliance with Commodity Exchange Act Regulations. (a) The Adviser hereby represents and warrants to the Sub-Adviser that: (1) The Trust, with respect to each Fund, is excluded from the definition of commodity pool operator pursuant to CFTC Regulation 4.5 and the Trust, on behalf of each Fund, has filed the notice required by CFTC Regulation 4.5(c) and shall refile such notice annually as required; (2) The Adviser is exempt from registration as a commodity trading advisor under CFTC Regulation 4.14(a)(8) with respect to each Fund, has filed the notice required under CFTC Regulation 4.14(a)(8) and shall refile such notice annually as required; (3) Each Fund is an “eligible contract participant” within the meaning of Section 1a(18) of the Commodity Exchange Act, as amended (“CEA”); and (4) If the Trust, with respect to each Fund, continues to be excluded from the definition of a commodity pool operator under CFTC Regulation 4.5, the Adviser will furnish the Sub-Adviser with a copy of the notice of eligibility filed pursuant to Regulation 4.5(c) with respect to such exclusion, or, if more recent, the most recent annual notice affirming the basis of such eligibility that has been filed pursuant to Regulation 4.5(c)(5). (b) The Sub-Adviser hereby represents and warrants to the Adviser and the Trust that: (1) The Sub-Adviser is exempt from registration as a commodity trading advisor under CFTC Regulation 4.14(a)(8) with respect to each Fund, has filed the notice required under CFTC Regulation 4.14(a)(8) and shall refile such notice annually as required. (c) Each of the Adviser and the Sub-Adviser further agrees: (1) To the extent that the Adviser reasonably determines or is advised by knowledgeable counsel that the CEA and the then-current CFTC regulations require (A) registration by such party as a “commodity pool operator” or “commodity trading advisor” with respect to a Fund, (B) specific disclosure, as applicable to the investors in a Fund, or (C) filing of reports and other documents with respect to a Fund, the Adviser will notify the Sub-Adviser and each of the Adviser and Sub-Adviser shall promptly and fully comply, or take reasonable steps to cause such Fund to comply, with all such requirements; (2) Each of the Adviser and Sub-Adviser shall comply with all requirements of the CEA and then-current CFTC regulations that apply to it, with respect to each Fund and shall cooperate and coordinate with the other party to comply with the trading restrictions in CFTC Regulation 4.5; and (3) Each of the Adviser and Sub-Adviser shall provide reasonable cooperation to the other in fulfilling, or causing to be fulfilled, any disclosure or reporting requirements applicable to the other with respect to each Fund under the CEA and/or then-current CFTC regulations.

Compliance with Commodity Exchange Act Regulations. (a) The Adviser hereby represents and warrants to the Sub-Adviser that: (1) The Trust, with respect to each the Fund, is excluded from the definition of commodity pool operator pursuant to CFTC Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 and the Trust, on behalf of each the Fund, has filed the notice required by CFTC Regulation 4.5(c) and shall refile such notice annually as required; (2) The Adviser is exempt from registration as a commodity trading advisor under CFTC Regulation 4.14(a)(8) with respect to each the Fund, has filed the notice required under CFTC Regulation 4.14(a)(8) and shall refile such notice annually as required; (3) Each The Fund is an “eligible contract participant” within the meaning of Section 1a(18) of the Commodity Exchange Act, as amended (“CEA”); and (4) If the Trust, with respect to each the Fund, continues to be excluded from the definition of a commodity pool operator under CFTC Regulation 4.5, the Adviser will furnish the Sub-Adviser with a copy of the notice of eligibility filed pursuant to Regulation 4.5(c) with respect to such exclusion, or, if more recent, the most recent annual notice affirming the basis of such eligibility that has been filed pursuant to Regulation 4.5(c)(5). (b) The Sub-Adviser hereby represents and warrants to the Adviser and the Trust that: (1) The Sub-Adviser is exempt from registration as a commodity trading advisor under CFTC Regulation 4.14(a)(8) with respect to each the Fund, has filed the notice required under CFTC Regulation 4.14(a)(8) and shall refile such notice annually as required; and (2) The Sub-Adviser will cause the Fund to comply with the trading restrictions in CFTC Regulation 4.5 unless otherwise agreed with the Adviser. (c) Each of the Adviser and the Sub-Adviser further agrees: (1) To the extent that the Adviser it reasonably determines or is advised by knowledgeable counsel that the CEA and the then-current CFTC regulations require (A) registration by such party as a “commodity pool operator” or “commodity trading advisor” with respect to a the Fund, (B) specific disclosure, as applicable to the investors in a the Fund, or (C) filing of reports and other documents with respect to a the Fund, the Adviser will notify the Sub-Adviser and each of the Adviser and Sub-Adviser it shall promptly and fully comply, or take reasonable steps to cause such the Fund to comply, with all such requirements;. (2) Each of the Adviser and Sub-Adviser It shall comply with all requirements of the CEA and then-current CFTC regulations that apply to it, it with respect to each Fund and shall cooperate and coordinate with the other party to comply with the trading restrictions in CFTC Regulation 4.5Fund; and (3) Each of the Adviser and Sub-Adviser It shall provide reasonable cooperation to the other in fulfilling, or causing to be fulfilled, any disclosure or reporting requirements applicable to the other with respect to each the Fund under the CEA and/or then-current CFTC regulations.

Compliance with Commodity Exchange Act Regulations. (a) The Adviser hereby represents and warrants to the Sub-Adviser that: (1i) The Trustas of the date of this Agreement, either the Adviser or the Trust (in such capacity, the “CPO”), with respect to each the Fund, is excluded from the definition of commodity pool operator pursuant to CFTC Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 and the TrustCPO, on behalf of each the Fund, has filed will file the notice if required by CFTC Regulation 4.5(c) and ), shall refile such notice annually as requiredif required and shall otherwise operate the fund so that it remains eligible to rely on the exemption provided under Regulation 4.5; (2ii) The as of the date of this Agreement, the Adviser is exempt from registration as a commodity trading advisor with respect to the Fund under CFTC Regulation 4.14(a)(5) or CFTC Regulation 4.14(a)(8) with respect to each Fund), has filed the will file notice if required under CFTC Regulation 4.14(a)(8) and shall refile such notice annually as if required;; and (3iii) Each as of the date of this Agreement, the Fund is an “eligible contract participant” within the meaning of Section 1a(18) of the Commodity Exchange Act, as amended (“CEA”); and (4) If the Trust, with respect to each Fund, continues to be excluded from the definition of a commodity pool operator under CFTC Regulation 4.5, the Adviser will furnish the Sub-Adviser with a copy of the notice of eligibility filed pursuant to Regulation 4.5(c) with respect to such exclusion, or, if more recent, the most recent annual notice affirming the basis of such eligibility that has been filed pursuant to Regulation 4.5(c)(5). (b) The Sub-Adviser hereby represents and warrants to the Adviser and the Trust that: (1i) The as of the date of this Agreement, assuming the accuracy of the representations of the Adviser in clause (a) above, the Sub-Adviser is exempt from registration as a commodity trading advisor under CFTC Regulation 4.14(a)(8) with respect to each the Fund, has filed will file the notice if required under CFTC Regulation 4.14(a)(8) and shall refile such notice annually as if required; and (ii) Sub-Adviser will cause the Fund to comply with at least one of the trading restrictions in CFTC Regulation 4.5(c)(2)(iii) unless otherwise agreed with the Adviser in writing. (c) Each of the The Adviser and the Sub-Adviser each further agrees: (1i) To the extent that the Adviser reasonably determines or is advised by knowledgeable counsel that the CEA and the then-current CFTC regulations require (A) registration by such party as a “commodity pool operator” or “commodity trading advisor” with respect to a Fund, (B) specific disclosure, as applicable to the investors in a Fund, or (C) filing of reports and other documents with respect to a Fund, the Adviser will notify the Sub-Adviser and each of the Adviser and Sub-Adviser shall promptly and fully comply, or take reasonable steps to cause such Fund to comply, with all such requirements; (2) Each of the Adviser and Sub-Adviser shall each comply with all requirements of the CEA and then-current CFTC regulations that apply to itAdviser and Sub-Adviser, respectively, with respect to each Fund and shall cooperate and coordinate with the other party to comply with the trading restrictions in CFTC Regulation 4.5Fund; and (3ii) Each of the Adviser and Sub-Adviser shall provide reasonable cooperation to the other Adviser and Adviser shall provide reasonable cooperation to the Sub-Adviser in fulfilling, or causing to be fulfilled, any disclosure or reporting requirements applicable to the other such party with respect to each the Fund under the CEA and/or then-current CFTC regulations.

Compliance with Commodity Exchange Act Regulations. (a) The As of the date of this Agreement, the Adviser hereby represents acknowledges and warrants to the Sub-Adviser thatagrees as follows: (1i) The Trusteither the Adviser or the Trust (in such capacity, the “CPO”), with respect to each the Fund, is excluded from the definition of commodity pool operator pursuant to CFTC Regulation 4.5 4.5, and the TrustCPO, on behalf of each the Fund, has filed shall file the notice if required by CFTC Regulation 4.5(c) and ), shall refile re-file such notice annually as if required, and shall otherwise operate the Fund such that it remains eligible to rely upon the exemption provided under CFTC Regulation 4.5; (2ii) The the Adviser is exempt from registration as a commodity trading advisor with respect to the Fund under CFTC Regulation 4.14(a)(5) or CFTC Regulation 4.14(a)(8) with respect to each Fund), has filed the and shall file notice if required under CFTC Regulation 4.14(a)(8) and shall refile re-file such notice annually as if required;; and (3iii) Each the Fund is an “eligible contract participant” within the meaning of Section 1a(18) of the Commodity Exchange Act, as amended (the “CEA”); and (4) If the Trust, with respect to each Fund, continues to be excluded from the definition of a commodity pool operator under CFTC Regulation 4.5, the Adviser will furnish the Sub-Adviser with a copy of the notice of eligibility filed pursuant to Regulation 4.5(c) with respect to such exclusion, or, if more recent, the most recent annual notice affirming the basis of such eligibility that has been filed pursuant to Regulation 4.5(c)(5). (b) The As of the date of this Agreement, Sub-Adviser hereby represents acknowledges and warrants to the Adviser and the Trust thatagrees as follows: (1i) The Sub-Adviser is exempt from registration registered as a commodity trading advisor under CFTC Regulation 4.14(a)(8) with respect the CFTC; and (ii) for so long as this Agreement remains in effect, Sub-Adviser shall cause the Fund to each Fund, has filed comply with at least one (1) of the notice required under trading restrictions set forth in CFTC Regulation 4.14(a)(84.5(c)(2)(iii) and shall refile such notice annually as requiredunless otherwise agreed to with Adviser in advance in writing. (c) Each As of the date of this Agreement, Adviser and the Sub-Adviser each further agreesacknowledge and agree as follows: (1iii) To the extent that the Adviser reasonably determines or is advised by knowledgeable counsel that and Sub-Adviser shall each comply with all requirement of the CEA and the then-current CFTC regulations require (A) registration by such party as a “commodity pool operator” or “commodity trading advisor” with respect to a Fund, (B) specific disclosure, as applicable to the investors in a Fund, or (C) filing of reports and other documents with respect to a Fund, the Adviser will notify the Sub-Adviser and each of the Adviser and Sub-Adviser shall promptly and fully complyAdviser, or take reasonable steps to cause such Fund to comply, with all such requirements; (2) Each of the Adviser and Sub-Adviser shall comply with all requirements of the CEA and then-current CFTC regulations that apply to itrespectively, with respect to each Fund and shall cooperate and coordinate with the other party to comply with the trading restrictions in CFTC Regulation 4.5Fund; and (3iv) Each of the Adviser and Sub-Adviser shall provide reasonable assistance to and cooperation with the Adviser, and Adviser shall provide reasonable assistance to and cooperation with the other Sub-Adviser, in fulfilling, or causing to be fulfilled, any disclosure or reporting requirements requirement applicable to the other such party with respect to each the Fund under the CEA and/or the then-current CFTC regulations.

Compliance with Commodity Exchange Act Regulations. (a) The As of the date of this Agreement, the Adviser hereby represents acknowledges and warrants to the Sub-Adviser thatagrees as follows: (1i) The Trustthe Adviser (in such capacity, the “CPO”), with respect to each the Fund, is excluded from the definition of commodity pool operator pursuant to CFTC Regulation 4.5 4.5, and the TrustCPO, on behalf of each the Fund, has filed shall file the notice if required by CFTC Regulation 4.5(c) and ), shall refile re-file such notice annually as if required, and shall otherwise operate the Fund such that it remains eligible to rely upon the exemption provided under CFTC Regulation 4.5; (2ii) The the Adviser is exempt from registration as a commodity trading advisor with respect to the Fund under CFTC Regulation 4.14(a)(5) or CFTC Regulation 4.14(a)(8) with respect to each Fund), has filed the and shall file notice if required under CFTC Regulation 4.14(a)(8) and shall refile re-file such notice annually if required; and (iii) the Adviser, on behalf of the Fund, consents to the treatment of the Fund as requiredan “exempt account” for purposes of CFTC Rule 4.7; (3iv) Each the Fund is an “eligible contract participant” within the meaning of Section 1a(18) of the Commodity Exchange Act, as amended (the “CEA”); and (4) If the Trust, with respect to each Fund, continues to be excluded from the definition of a commodity pool operator under CFTC Regulation 4.5, the Adviser will furnish the Sub-Adviser with a copy of the notice of eligibility filed pursuant to Regulation 4.5(c) with respect to such exclusion, or, if more recent, the most recent annual notice affirming the basis of such eligibility that has been filed pursuant to Regulation 4.5(c)(5). (b) The As of the date of this Agreement, Sub-Adviser hereby represents acknowledges and warrants to the Adviser and the Trust thatagrees as follows: (1i) The Sub-Adviser is exempt from registration registered as a commodity trading advisor under with the CFTC; and (ii) for so long as this Agreement remains in effect, Sub-Adviser shall provide discretionary investment advice in accordance with at least one (1) of the trading restrictions set forth in CFTC Regulation 4.14(a)(84.5(c)(2)(iii) unless otherwise agreed to with respect to each Fund, has filed the notice required under CFTC Regulation 4.14(a)(8) and shall refile such notice annually as requiredAdviser in advance in writing. (c) Each As of the date of this Agreement, Adviser and the Sub-Adviser each further agreesacknowledge and agree as follows: (1iii) To the extent that the Adviser reasonably determines or is advised by knowledgeable counsel that and Sub-Adviser shall each comply with all requirement of the CEA and the then-current CFTC regulations require (A) registration by such party as a “commodity pool operator” or “commodity trading advisor” with respect to a Fund, (B) specific disclosure, as applicable to the investors in a Fund, or (C) filing of reports and other documents with respect to a Fund, the Adviser will notify the Sub-Adviser and each of the Adviser and Sub-Adviser shall promptly and fully complyAdviser, or take reasonable steps to cause such Fund to comply, with all such requirements; (2) Each of the Adviser and Sub-Adviser shall comply with all requirements of the CEA and then-current CFTC regulations that apply to itrespectively, with respect to each Fund and shall cooperate and coordinate with the other party to comply with the trading restrictions in CFTC Regulation 4.5Fund; and (3iv) Each of the Adviser and Sub-Adviser shall provide reasonable assistance to and cooperation with the Adviser, and Adviser shall provide reasonable assistance to and cooperation with the other Sub-Adviser, in fulfilling, or causing to be fulfilled, any disclosure or reporting requirements requirement applicable to the other such party with respect to each the Fund under the CEA and/or the then-current CFTC regulations.

Compliance with Commodity Exchange Act Regulations. (a1) The Adviser hereby represents and warrants to the Sub-Adviser that: , as of the date of this Agreement, (1a) The TrustPenn Series, with respect to each Fund, is excluded from the definition of commodity pool operator pursuant to CFTC Regulation 4.5 and the Trust4.5; (b) Penn Series, on behalf of each Fund, has filed the notice required by CFTC Regulation 4.5(c) and shall refile affirm such notice annually as required; ; (2c) The the Adviser is exempt from registration as a commodity trading advisor under CFTC Regulation 4.14(a)(8) with respect to each Fund; and (d) to the extent required, the Adviser has filed the notice required under CFTC Regulation 4.14(a)(8) and shall refile affirm such notice annually as required; (3) Each Fund is an “eligible contract participant” within the meaning of Section 1a(18) of the Commodity Exchange Act, as amended (“CEA”); and (4) If the Trust, with respect to each Fund, continues to be excluded from the definition of a commodity pool operator under CFTC Regulation 4.5, the Adviser will furnish the Sub-Adviser with a copy of the notice of eligibility filed pursuant to Regulation 4.5(c) with respect to such exclusion, or, if more recent, the most recent annual notice affirming the basis of such eligibility that has been filed pursuant to Regulation 4.5(c)(5)annually. (b2) The Sub-Adviser hereby represents and warrants to the Adviser and Penn Series that the Trust that: (1) The Sub-Adviser is exempt from registration as a commodity trading advisor under CFTC Regulation 4.14(a)(8) with respect to each Fund, has filed the notice required under CFTC Regulation 4.14(a)(8) and shall refile affirm such notice annually as required. (c3) Each of the Adviser and the Sub-Adviser further agrees: agrees (1a) To to the extent that the Adviser or Sub-Adviser reasonably determines or is advised by knowledgeable counsel that the CEA and the then-current CFTC regulations require (Ai) registration by such party as a “commodity pool operator” or “commodity trading advisor” with respect to a Fund, (Bii) specific disclosure, as applicable to the investors in a Fund, or (Ciii) filing of reports and other documents with respect to a Fund, the Adviser each party will notify the Sub-Adviser other, and each of the Adviser and Sub-Adviser shall promptly and fully comply, or take reasonable steps to cause such Fund to comply, with all such requirements; ; and (2b) Each of the Adviser and Sub-Adviser shall to comply with all requirements of the CEA and then-current CFTC regulations that apply to it, with respect to each Fund and shall cooperate and coordinate with the other party to comply with the trading restrictions in CFTC Regulation 4.5; and (3) Each of the Adviser 4.5 and Sub-Adviser shall provide reasonable cooperation to the other in fulfilling, or causing to be fulfilled, any applicable disclosure or reporting requirements applicable to the other with respect to each Fund under the CEA and/or then-current and CFTC regulations.

Compliance with Commodity Exchange Act Regulations. (a1) The Adviser hereby represents and warrants to the Sub-Adviser that: , as of the date of this Agreement, (1a) The TrustPenn Series, with respect to each Fund, is excluded from the definition of commodity pool operator pursuant to CFTC Regulation 4.5 and 4.5; (b) the TrustAdviser, on behalf of each Fund, has filed the notice required by CFTC Regulation 4.5(c) and shall refile affirm such notice annually as required; ; and (2c) The the Adviser is exempt excluded from registration as a the definition of commodity trading advisor under CFTC Regulation 4.14(a)(8) 4.6 with respect to each Fund, has filed the notice required under CFTC Regulation 4.14(a)(8) and shall refile such notice annually as required; (3) Each Fund is an “eligible contract participant” within the meaning of Section 1a(18) of the Commodity Exchange Act, as amended (“CEA”); and (4) If the Trust, with respect to each Fund, continues to be excluded from the definition of a commodity pool operator under CFTC Regulation 4.5, the Adviser will furnish the Sub-Adviser with a copy of the notice of eligibility filed pursuant to Regulation 4.5(c) with respect to such exclusion, or, if more recent, the most recent annual notice affirming the basis of such eligibility that has been filed pursuant to Regulation 4.5(c)(5). (b2) The Sub-Adviser hereby represents and warrants to the Adviser and Penn Series that although the Trust that: (1) The Sub-Adviser is registered with the CFTC as a commodity trading advisor, it will provide advice to each Fund as if the Sub-Adviser were exempt from registration as a commodity trading advisor under advisor, in reliance on CFTC Regulation Regulations 4.14(a)(8) with respect to each Fund, and 4.14(c)(2). The Sub-Adviser has filed the notice required under CFTC Regulation 4.14(a)(8) and shall refile affirm such notice annually as required. (c3) Each of the Adviser and the Sub-Adviser further agrees: agrees (1a) To to the extent that the Adviser or Sub-Adviser reasonably determines or is advised by knowledgeable counsel that the CEA and the then-current CFTC regulations require (Ai) registration by such party as a “commodity pool operator” or “commodity trading advisor” with respect to a Fund, (Bii) specific disclosure, as applicable to the investors in a Fund, or (Ciii) filing of reports and other documents with respect to a Fund, the Adviser each party will notify the Sub-Adviser other, and each of the Adviser and Sub-Adviser shall promptly and fully comply, or take reasonable steps to cause such Fund to comply, with all such requirements; ; and (2b) Each of the Adviser and Sub-Adviser shall to comply with all requirements of the CEA and then-current CFTC regulations that apply to it, with respect to each Fund and shall cooperate and coordinate with the other party to comply with the trading restrictions in CFTC Regulation 4.5; and (3) Each of the Adviser 4.5 and Sub-Adviser shall provide reasonable cooperation to the other in fulfilling, or causing to be fulfilled, any applicable disclosure or reporting requirements applicable to the other with respect to each Fund under the CEA and/or then-current and CFTC regulations.

Compliance with Commodity Exchange Act Regulations. (a) The Adviser hereby represents and warrants to the Sub-Adviser that: (1) The Trustas of the date of this Agreement, either the Adviser or the Trust (in such capacity, the “CPO”), with respect to each the Fund, is excluded from the definition of commodity pool operator pursuant to CFTC Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 and the TrustCPO, on behalf of each the Fund, has filed will file the notice if required by CFTC Regulation 4.5(c) and shall refile such notice annually as requiredannually; (2) The as of the date of this Agreement, the Adviser is exempt from registration as a commodity trading advisor with respect to the Fund under CFTC Regulation 4.14(a)(5) or CFTC Regulation 4.14(a)(8) with respect to each Fund), has filed the will file notice if required under CFTC Regulation 4.14(a)(8) and shall refile such notice annually as if required;; and (3) Each as of the date of this Agreement, the Fund is an “eligible contract participant” within the meaning of Section 1a(18) of the Commodity Exchange Act, as amended (“CEA”); and (4) If the Trust, with respect to each Fund, continues to be excluded from the definition of a commodity pool operator under CFTC Regulation 4.5, the Adviser will furnish the Sub-Adviser with a copy of the notice of eligibility filed pursuant to Regulation 4.5(c) with respect to such exclusion, or, if more recent, the most recent annual notice affirming the basis of such eligibility that has been filed pursuant to Regulation 4.5(c)(5). (b) The Sub-Adviser hereby represents and warrants to the Adviser and the Trust that: (1) The as of the date of this Agreement, the Sub-Adviser is exempt from registration as a commodity trading advisor under CFTC Regulation 4.14(a)(8) with respect to each the Fund, has filed will file the notice if required under CFTC Regulation 4.14(a)(8) and shall refile such notice annually as if required; and (2) Sub-Adviser will monitor the Fund’s compliance with the trading restrictions in CFTC Regulation 4.5(c)(2)(iii) unless otherwise agreed with the Adviser in writing. (c) Each of the The Adviser and the Sub-Adviser each further agrees: (1) To the extent that the Adviser reasonably determines or is advised by knowledgeable counsel that the CEA and the then-current CFTC regulations require (A) registration by such party as a “commodity pool operator” or “commodity trading advisor” with respect to a Fund, (B) specific disclosure, as applicable to the investors in a Fund, or (C) filing of reports and other documents with respect to a Fund, the Adviser will notify the Sub-Adviser and each of the Adviser and Sub-Adviser shall promptly and fully comply, or take reasonable steps to cause such Fund to comply, with all such requirements; (2) Each of the Adviser and Sub-Adviser shall each comply with all requirements of the CEA and then-current CFTC regulations that apply to itAdviser and Sub-Adviser, respectively, with respect to each Fund and shall cooperate and coordinate with the other party to comply with the trading restrictions in CFTC Regulation 4.5Fund; and (32) Each of the Adviser and Sub-Adviser shall provide reasonable cooperation to the other Adviser and Adviser shall provide reasonable cooperation to the Sub-Adviser in fulfilling, or causing to be fulfilled, any disclosure or reporting requirements applicable to the other such party with respect to each the Fund under the CEA and/or then-current CFTC regulations.

Compliance with Commodity Exchange Act Regulations. (a) The Adviser hereby represents and warrants to the Sub-Adviser that: (1) The Trust, with respect to each the Fund, is excluded from the definition of commodity pool operator pursuant to CFTC Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 and the Trust, on behalf of each the Fund, has filed the notice required by CFTC Regulation 4.5(c) and shall refile such notice annually as required; (2) The Adviser is exempt from registration as a commodity trading advisor under CFTC Regulation 4.14(a)(8) with respect to each the Fund, has filed the notice required under CFTC Regulation 4.14(a)(8) and shall refile such notice annually as required; (3) Each The Fund is an “eligible contract participant” within the meaning of Section 1a(18) of the Commodity Exchange Act, as amended (“CEA”); and (4) If the Trust, with respect to each the Fund, continues to be excluded from the definition of a commodity pool operator under CFTC Regulation 4.5, the Adviser will furnish the Sub-Adviser with a copy of the notice of eligibility filed pursuant to Regulation 4.5(c) with respect to such exclusion, or, if more recent, the most recent annual notice affirming the basis of such eligibility that has been filed pursuant to Regulation 4.5(c)(5). (b) The Sub-Adviser hereby represents and warrants to the Adviser and the Trust that: (1) The Sub-Adviser is exempt from registration as a commodity trading advisor under CFTC Regulation 4.14(a)(84m(3) with respect to each the Fund, which is a self executing exemption for which no filing is currently required. The Sub-Adviser has filed consulted with external legal counsel and has been advised as to the notice required under validity and applicability of the exemption set forth in CFTC Regulation 4.14(a)(84m(3); and (2) and shall refile such notice annually as requiredThe Sub-Adviser will cause the Fund to comply with the trading restrictions in CFTC Regulation 4.5 unless otherwise agreed with the Adviser. (c) Each of the Adviser and the Sub-Adviser further agrees: (1) To the extent that the Adviser it reasonably determines or is advised by knowledgeable counsel that the CEA and the then-current CFTC regulations require (A) registration by such party as a “commodity pool operator” or “commodity trading advisor” with respect to a the Fund, (B) specific disclosure, as applicable to the investors in a the Fund, or (C) filing of reports and other documents with respect to a the Fund, the Adviser will notify the Sub-Adviser and each of the Adviser and Sub-Adviser it shall promptly and fully comply, or take reasonable steps to cause such the Fund to comply, with all such requirements;. (2) Each of the Adviser and Sub-Adviser It shall comply with all requirements of the CEA and then-current CFTC regulations that apply to it, it with respect to each Fund and shall cooperate and coordinate with the other party to comply with the trading restrictions in CFTC Regulation 4.5Fund; and (3) Each of the Adviser and Sub-Adviser It shall provide reasonable cooperation to the other in fulfilling, or causing to be fulfilled, any disclosure or reporting requirements applicable to the other with respect to each the Fund under the CEA and/or then-current CFTC regulations.