Common use of Other Representations and Agreements Clause in Contracts

Other Representations and Agreements. (i) Each of the parties hereto represents that the Agreement has been duly authorized, executed and delivered by all required corporate action. (ii) Each of the Subadviser and the Investment Adviser represents and warrants that it is an investment adviser duly registered with the Securities and Exchange Commission under the Advisers Act and a duly registered investment adviser in all jurisdictions in which it is required to be so registered, and will continue to be so registered for so long as this Agreement remains in effect. (iii) The Subadviser represents that it has adopted and implemented and shall maintain written policies and procedures with respect to its services pursuant to this Agreement that are reasonably designed to prevent violation of the Federal Securities Laws (as defined in Rule 38a-1 under the 1000 Xxx) and the Advisers Act and the rules thereunder as required by Rule 206(4)-7 under the Advisers Act. (iv) The Subadviser represents that it has adopted a written code of ethics that complies with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act, which it has provided to the Trust. The Subadviser represents that it has policies and procedures regarding the detection and prevention and the misuse of material, nonpublic information, whether concerning the Fund or otherwise, by the Subadviser and its employees as required by the Ixxxxxx Xxxxxxx and Securities Fraud Enforcement Act of 1988. (v) The Subadviser agrees to maintain for the term of this Agreement (and provide evidence thereof to the Fund or the Investment Adviser upon reasonable request) a blanket fidelity bond and professional liability (error and omissions) insurance in an amount reasonably acceptable to the Investment Adviser and the Board. (vi) The Subadviser agrees to comply with the requirements of the 1940 Act, the Advisers Act, the Securities Act of 1933, the Securities Exchange Act of 1934, the Commodity Exchange Act and the respective rules and regulations thereunder, as applicable, as well as with respect to all other applicable federal and state laws, rules, regulations and case law that relate to the services and relationships described in this Agreement and to the conduct of its business as a registered investment adviser. (vii) The Subadviser agrees to notify promptly the Investment Adviser and the Trust in writing of the occurrence of any event which could have a material impact on the performance of its duties under this Agreement, including but not limited to: (a) the occurrence of any event that could disqualify the Subadviser from serving as an investment adviser pursuant to Section 9 of the 1940 Act; (b) any material change to the Subadviser’s business activities that could have a material impact on the performance of its duties under this Agreement; (c) any event that would constitute a change of control of the Subadviser; (d) any change in the portfolio manager or portfolio management team; (e) the existence of any pending or threatened audit, investigation, examination, complaint or other inquiry (other than routine audits or regulatory examinations or inspections) material to the Subadviser’s services to the Fund; and (f) any material violation of the Subadviser’s code of ethics related to the Subadviser’s services to the Fund. (viii) Each of the parties to this Agreement agrees to cooperate with each other party to the extent permitted by applicable laws, regulations or orders in connection with any investigation or inquiry relating to this Agreement or the Trust. (ix) Each of the Subadviser and Investment Adviser hereby represents and warrants to the other that it has obtained all applicable licenses, permits, registrations and approvals that may be required in order to serve in its designated capacities with respect to the Fund, and shall continue to keep current such licenses, permits, registrations and approvals for so long as this Agreement is in effect. (x) The Investment Adviser represents and warrants that it has received a copy of the Subadviser’s Advanced Disclosure Statement (“Form ADV”) at least 48 hours prior to the execution of this Agreement and has delivered a copy of the same to the Trust, as required by applicable law.

Other Representations and Agreements. (ia) Each of the parties hereto represents that the Agreement has been duly authorized, executed and delivered by all required corporate action. (ii) Each of the Subadviser and the Investment Adviser represents and warrants that it is an investment adviser duly registered with the Securities and Exchange Commission under the Advisers Act and a duly registered investment adviser in all jurisdictions in which it is required to be so registered, and will continue to be so registered for so long as this Agreement remains in effect. (iiib) The Subadviser represents that it has adopted and implemented and shall maintain written policies and procedures with respect to its services pursuant to this Agreement that are reasonably designed to prevent violation of the Federal Securities Laws (as defined in Rule 38a-1 under the 1000 0000 Xxx) and the Advisers Act and the rules thereunder as required by Rule 206(4)-7 under the Advisers Act. (ivc) The Subadviser represents that it has adopted a written code of ethics that complies with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act, which it has provided to the Trust. The Subadviser represents that it has policies and procedures regarding the detection and prevention and the misuse of material, nonpublic information, whether concerning the Fund or otherwise, by the Subadviser and its employees as required by the Ixxxxxx Xxxxxxx Xxxxxxx and Securities Fraud Enforcement Act of 1988. (vd) The Subadviser agrees to maintain for the term of this Agreement (and provide evidence thereof to the Fund or the Investment Adviser upon reasonable request) a blanket fidelity bond and professional liability (error and omissions) insurance in an amount reasonably acceptable to the Investment Adviser and the Board. (vi) The Subadviser agrees to comply with the requirements of the 1940 Act, the Advisers Act, the Securities Act of 1933, the Securities Exchange Act of 1934, the Commodity Exchange Act and the respective rules and regulations thereunder, as applicable, as well as with respect to all other applicable federal and state laws, rules, regulations and case law that relate to the services and relationships described in this Agreement and to the conduct of its business as a registered investment adviser. (viie) The Subadviser agrees to notify promptly the Investment Adviser and the Trust in writing of the occurrence of any event which could have a material impact on the performance of its duties under this Agreement, including but not limited to: (a) the occurrence of any event that could disqualify the Subadviser from serving as an investment adviser pursuant to Section 9 of the 1940 Act; (b) any material change to the Subadviser’s business activities that could have a material impact on the performance of its duties under this Agreement; (c) any event that would constitute a change of control of the Subadviser; (d) any change in the portfolio manager or portfolio management teammanagers for the Fund; (e) the existence of any pending or threatened audit, investigation, examination, complaint or other inquiry (other than routine audits or regulatory examinations or inspections) material relating to the Subadviser’s services to the Fund; and (f) any material violation of the Subadviser’s code of ethics related relating to the Subadviser’s services to the Fund. (viiif) Each of It is understood that the parties to this Agreement agrees to cooperate name “OppenheimerFunds, Inc.” and “Main Street” or any derivative thereof or logo associated with each other party to those names are the extent permitted by applicable laws, regulations or orders in connection with any investigation or inquiry relating to this Agreement or the Trust. (ix) Each valuable property of the Subadviser and that the Investment Adviser hereby represents and warrants the Trust have the right to use such name (or derivative or logo), in the Trust’s prospectus, SAI and registration statement or other that it has obtained all filings, forms or reports required under applicable licensesstate or federal securities, permitsinsurance, registrations and approvals that may be required in order to serve in its designated capacities with respect to the Fundor other law, and shall continue to keep current such licenses, permits, registrations and approvals for so long as this Agreement the Subadviser is in effect. (x) The a Subadviser to one or more Funds of the Trust. Neither the Trust nor the Investment Adviser represents and warrants that it has received a copy of shall use the Subadviser’s Advanced Disclosure Statement (“Form ADV”) at least 48 hours prior to the execution of this Agreement and has delivered a copy name or logo in promotional or sales related materials prepared by or on behalf of the same to Investment Adviser or the Trust, without prior review and written approval by the Subadviser. Upon termination of this Agreement, the Trust and the Investment Adviser shall forthwith cease to use such name (or logo), except as required by applicable lawlaw relating to the historical relationship.

Other Representations and Agreements. (i) Each of the parties hereto represents that the Agreement has been duly authorized, executed and delivered by all required corporate action. (ii) Each of the Subadviser and the Investment Adviser represents and warrants that it is an investment adviser duly registered with the Securities and Exchange Commission under the Advisers Act and a duly registered investment adviser in all jurisdictions in which it is required to be so registered, and will continue to be so registered for so long as this Agreement remains in effect. (iii) The Subadviser represents that it has adopted and implemented and shall maintain written policies and procedures with respect to its services pursuant to this Agreement that are reasonably designed to prevent violation of the Federal Securities Laws (as defined in Rule 38a-1 under the 1000 Xxx) and the Advisers Act and the rules thereunder as required by Rule 206(4)-7 under the Advisers Act. (iv) The Subadviser represents that it has adopted a written code of ethics that complies with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act, which it has provided to the Trust. The Subadviser represents that it has policies and procedures regarding the detection and prevention and the misuse of material, nonpublic information, whether concerning the Fund or otherwise, by the Subadviser and its employees as required by the Ixxxxxx Xxxxxxx and Securities Fraud Enforcement Act of 1988employees. (v) The Subadviser agrees to maintain for the term of this Agreement (and provide evidence thereof to the Fund or the Investment Adviser upon reasonable request) a blanket fidelity bond and professional liability (error and omissions) insurance in an amount reasonably acceptable to the Investment Adviser and the Board. (vi) The Subadviser agrees to comply with the requirements of the 1940 Act, the Advisers Act, the Securities Act of 1933, the Securities Exchange Act of 1934, the Commodity Exchange Act and the respective rules and regulations thereunder, as applicable, as well as with respect to all other applicable federal and state laws, rules, regulations and case law that relate to the services and relationships described in this Agreement and to the conduct of its business as a registered investment adviser. (vii) The Subadviser agrees to notify promptly the Investment Adviser and the Trust in writing of the occurrence of any event which could have a material impact on the performance of its duties under this Agreement, including but not limited to: (a) the occurrence disqualification of any event that could disqualify the Subadviser from serving as an investment adviser pursuant to Section 9 of the 1940 Act; (b) any material adverse change to the Subadviser’s business activities that could the Subadviser believes is likely to have a material impact on the performance of its duties under this Agreement; (c) the occurrence of any event that would constitute a change of control of the Subadviser; (d) any change in the identity of the portfolio manager or portfolio management team; (e) the existence of any pending or threatened audit, investigation, examination, complaint or other inquiry (other than routine audits or regulatory examinations or inspections) material to the Subadviser’s services to managers for the Fund; and (f) any material violation of the Subadviser’s code of ethics related to the Subadviser’s services to affecting the Fund. (viii) Each of the parties to this Agreement agrees to cooperate with each other party to the extent permitted by applicable laws, regulations or orders in connection with any investigation or inquiry relating to this Agreement or the Trust. (ix) Each of the Subadviser and Investment Adviser hereby represents and warrants to the other that it has obtained all applicable licenses, permits, registrations and approvals that may be required in order to serve in its designated capacities with respect to the Fund, and shall continue to keep current such licenses, permits, registrations and approvals for so long as this Agreement is in effect. (x) The Investment Adviser represents and warrants that it has received a copy of the Subadviser’s Advanced Disclosure Statement (“Form ADV”) at least 48 hours prior to the execution of this Agreement and has delivered a copy of the same to the Trust, as required by applicable law.

Other Representations and Agreements. (i) Each of the parties hereto represents that the Agreement has been duly authorized, executed and delivered by all required corporate action. (ii) Each of the Subadviser and the Investment Adviser represents and warrants that it is an investment adviser duly registered with the Securities and Exchange Commission under the Advisers Act and a duly registered investment adviser in all jurisdictions in which it is required to be so registered, and will continue to be so registered for so long as this Agreement remains in effect. (iii) The Subadviser represents that it has adopted and implemented and shall maintain written policies and procedures with respect to its services pursuant to this Agreement that are reasonably designed to prevent violation of the Federal Securities Laws (as defined in Rule 38a-1 under the 1000 Xxx) and the Advisers Act and the rules thereunder as required by Rule 206(4)-7 under the Advisers Act. (iv) The Subadviser represents that it has adopted a written code of ethics that complies with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act, which it has provided to the Trust. The Subadviser represents that it has policies and procedures regarding the detection and prevention and the misuse of material, nonpublic information, whether concerning the Fund or otherwise, by the Subadviser and its employees as required by the Ixxxxxx Xxxxxxx and Securities Fraud Enforcement Act of 1988. (v) The Subadviser agrees to maintain for the term of this Agreement (and provide evidence thereof to the Fund or the Investment Adviser upon reasonable request) a blanket fidelity bond and professional liability (error and omissions) insurance in an amount reasonably acceptable to the Investment Adviser and the Board. (vi) The Subadviser agrees to comply with the requirements of the 1940 Act, the Advisers Act, the Securities Act of 1933, the Securities Exchange Act of 1934, the Commodity Exchange Act and the respective rules and regulations thereunder, as applicable, as well as with respect to all other applicable federal and state laws, rules, regulations and case law that relate to the services and relationships described in this Agreement and to the conduct of its business as a registered investment adviser. (vii) The Subadviser agrees to notify promptly the Investment Adviser and the Trust in writing of the occurrence of any event which could have a material impact on the performance of its duties under this Agreement, including but not limited to: (a) the occurrence of any event that could disqualify the Subadviser from serving as an investment adviser pursuant to Section 9 of the 1940 Act; (b) any material change to the Subadviser’s business activities that could have a material impact on the performance of its duties under this Agreement; (c) any event that would constitute a change of control of the Subadviser; (d) any change in the portfolio manager or portfolio management team; (e) the existence of any pending or threatened audit, investigation, examination, complaint or other inquiry (other than routine audits or regulatory examinations or inspections) material relating to the Subadviser’s services to the Fund; and (f) any material violation of the Subadviser’s code of ethics related to the Subadviser’s services to the Fundethics. (viii) Each of the parties to this Agreement agrees to cooperate with each other party to the extent permitted by applicable laws, regulations or orders in connection with any investigation or inquiry relating to this Agreement or the Trust. (ix) Each of the Subadviser and Investment Adviser hereby represents and warrants to the other that it has obtained all applicable licenses, permits, registrations and approvals that may be required in order to serve in its designated capacities with respect to the Fund, and shall continue to keep current such licenses, permits, registrations and approvals for so long as this Agreement is in effect. (x) The Investment Adviser represents and warrants that it has received a copy of the Subadviser’s Advanced Disclosure Statement (“Form ADV”) at least 48 hours prior to the execution of this Agreement and has delivered a copy of the same to the Trust, as required by applicable law.

Other Representations and Agreements. (i) Each of the parties hereto represents that the Agreement has been duly authorized, executed and delivered by all required corporate action. (ii) Each of the Subadviser and the Investment Adviser represents and warrants that it is an investment adviser duly registered with the Securities and Exchange Commission under the Advisers Act and a duly registered investment adviser in all jurisdictions in which it is required to be so registered, and will continue to be so registered for so long as this Agreement remains in effect. (iii) The Subadviser represents that it has adopted and implemented and shall maintain written policies and procedures with respect to its services pursuant to this Agreement that are reasonably designed to prevent violation of the Federal Securities Laws (as defined in Rule 38a-1 under the 1000 0000 Xxx) and the Advisers Act and the rules thereunder as required by Rule 206(4)-7 under the Advisers Act. (iv) The Subadviser represents that it has adopted a written code of ethics that complies with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act, which it has provided to the Trust. The Subadviser represents that it has policies and procedures regarding the detection and prevention and the misuse of material, nonpublic information, whether concerning the Fund or otherwise, by the Subadviser and its employees as required by the Ixxxxxx Xxxxxxx and Securities Fraud Enforcement Act of 1988employees. (v) The Subadviser agrees to maintain for the term of this Agreement (and provide evidence thereof to the Fund or the Investment Adviser upon reasonable request) a blanket fidelity bond and professional liability (error and omissions) insurance in an amount reasonably acceptable to the Investment Adviser and the Board. (vi) The Subadviser agrees to comply with the requirements of the 1940 Act, the Advisers Act, the Securities Act of 1933, the Securities Exchange Act of 1934, the Commodity Exchange Act and the respective rules and regulations thereunder, as applicable, as well as with respect to all other applicable federal and state laws, rules, regulations and case law that relate to the services and relationships described in this Agreement and to the conduct of its business as a registered investment adviser. (vii) The Subadviser agrees to notify promptly the Investment Adviser and the Trust in writing of the occurrence of any event which could have a material impact on the performance of its duties under this Agreement, including but not limited to: (a) the occurrence of any event that could disqualify the Subadviser from serving as an investment adviser pursuant to Section 9 of the 1940 Act; (b) any material change to the Subadviser’s business activities that could have a material impact on the performance of its duties under this Agreement; (c) any event that would constitute a change of control of the Subadviser; (d) any change in the portfolio manager or portfolio management team; (ef) the existence of any pending or threatened audit, investigation, examination, complaint or other inquiry (other than routine audits or regulatory examinations or inspections) material relating to the Subadviser’s services to the Fund; and (fg) any material violation of the Subadviser’s code of ethics related to the Subadviser’s services to the Fundethics. (viii) Each of the parties to this Agreement agrees to cooperate with each other party to the extent permitted by applicable laws, regulations or orders in connection with any investigation or inquiry relating to this Agreement or the Trust. (ix) Each of the Subadviser and Investment Adviser hereby represents and warrants to the other that it has obtained all applicable licenses, permits, registrations and approvals that may be required in order to serve in its designated capacities with respect to the Fund, and shall continue to keep current such licenses, permits, registrations and approvals for so long as this Agreement is in effect. (x) The Investment Adviser represents and warrants that it has received a copy of the Subadviser’s Advanced Disclosure Statement (“Form ADV”) at least 48 hours prior to the execution of this Agreement and has delivered a copy of the same to the Trust, as required by applicable law.

Other Representations and Agreements. (i) Each of the parties hereto represents that the Agreement has been duly authorized, executed and delivered by all required corporate action. (ii) Each of the Subadviser and the Investment Adviser represents and warrants that it is an investment adviser duly registered with the Securities and Exchange Commission under the Advisers Act and a duly registered investment adviser in all jurisdictions in which it is required to be so registered, and will continue to be so registered for so long as this Agreement remains in effect. (iii) The Subadviser represents that it has adopted and implemented and shall maintain written policies and procedures with respect to its services pursuant to this Agreement that are reasonably designed to prevent violation of the Federal Securities Laws (as defined in Rule 38a-1 under the 1000 Xxx) and the Advisers Act and the rules thereunder as required by Rule 206(4)-7 under the Advisers Act. (iv) The Subadviser represents that it has adopted a written code of ethics that complies with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act, which it has provided to the Trust. The Subadviser represents that it has policies and procedures regarding the detection and prevention and the misuse of material, nonpublic information, whether concerning the Fund Funds or otherwise, by the Subadviser and its employees as required by the Ixxxxxx Xxxxxxx and Securities Fraud Enforcement Act of 1988employees. (v) The Subadviser agrees to maintain for the term of this Agreement (and provide evidence thereof to the Fund Funds or the Investment Adviser upon reasonable request) a blanket fidelity bond and professional liability (error and omissions) insurance in an amount reasonably acceptable to the Investment Adviser and the Board. (vi) The Subadviser agrees to comply with the requirements of the 1940 Act, the Advisers Act, the Securities Act of 1933, the Securities Exchange Act of 1934, the Commodity Exchange Act and the respective rules and regulations thereunder, as applicable, as well as with respect to all other applicable federal and state laws, rules, regulations and case law that relate to the services and relationships described in this Agreement and to the conduct of its business as a registered investment adviser. (vii) The Subadviser agrees to notify promptly the Investment Adviser and the Trust in writing of the occurrence of any event which could is reasonably likely to have a material adverse impact on the performance of its duties under this Agreement, including but not limited to: (a) the occurrence of any event that could disqualify the Subadviser from serving as an investment adviser pursuant to Section 9 of the 1940 Act; (b) any material change to the Subadviser’s business activities that could have a material impact on the performance of its duties under this Agreement; (c) any event that would constitute a change of control of the Subadviser; (dc) any change in the portfolio manager or portfolio management team; (ed) the existence of any pending or threatened audit, investigation, examination, or complaint or other inquiry (other than routine audits or regulatory examinations or inspections) material relating to the Subadviser’s services to the FundFunds; and (fe) any material violation of the Subadviser’s code of ethics related to the Subadviser’s services to the Fundethics. (viii) Each of the parties to this Agreement agrees to cooperate reasonably with each other party to the extent permitted by applicable laws, regulations or orders in connection with any investigation or inquiry relating to this Agreement or the Trust. (ix) Each of the Subadviser and Investment Adviser hereby represents and warrants to the other that it has obtained all applicable licenses, permits, registrations and approvals that may be required in order to serve in its designated capacities with respect to the Fund, and shall continue to keep current such licenses, permits, registrations and approvals for so long as this Agreement is in effect. (x) The Investment Adviser represents and warrants that it has received a copy of the Subadviser’s Advanced Disclosure Statement (“Form ADV”) at least 48 hours prior to the execution of this Agreement and has delivered a copy of the same to the Trust, as required by applicable law.

Other Representations and Agreements. (i) Each of the parties hereto represents that the Agreement has been duly authorized, executed and delivered by all required corporate action. (ii) Each of the Subadviser Sub-adviser and the Investment Adviser represents and warrants that it is an investment adviser duly registered with the Securities and Exchange Commission under the Advisers Act and a duly registered investment adviser in all jurisdictions in which it is required to be so registered, and will continue to be so registered for so long as this Agreement remains in effect. (iii) The Subadviser Sub-adviser represents that it has adopted and implemented and shall maintain written policies and procedures with respect to its services pursuant to this Agreement that are reasonably designed to prevent violation of the Federal Securities Laws (as defined in Rule 38a-1 under the 1000 Xxx) and the Advisers Act and the rules thereunder as required by Rule 206(4)-7 under the Advisers Act. (iv) The Subadviser Sub-adviser represents that it has adopted a written code of ethics that complies with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act, which it has provided to the Trust. The Subadviser Sub-adviser represents that it has policies and procedures regarding the detection and prevention and the misuse of material, nonpublic information, whether concerning the Fund Funds or otherwise, by the Subadviser Sub-adviser and its employees as required by the Ixxxxxx Xxxxxxx and Securities Fraud Enforcement Act of 1988employees. (v) The Subadviser agrees Sub-adviser shall maintain errors and omissions insurance coverage and commercial general liability insurance coverage, each in a commercially reasonable amount, and from insurance providers that are in the business of regularly providing insurance coverage to maintain for investment advisers. Upon request, the term of this Agreement (and Sub-adviser shall provide evidence thereof to the Fund or the Investment Adviser upon reasonable request) a blanket fidelity bond and professional liability (error and omissions) insurance in an amount reasonably acceptable to the Investment Adviser and any information it may reasonably require concerning the Boardamount of or scope of such insurance. (vi) The Subadviser agrees to comply with the requirements of the 1940 Act, the Advisers Act, the Securities Act of 1933, the Securities Exchange Act of 1934, the Commodity Exchange Act and the respective rules and regulations thereunder, as applicable, as well as with respect to all other applicable federal and state laws, rules, regulations and case law that relate to the services and relationships described in this Agreement and to the conduct of its business as a registered investment adviser. (vii) The Subadviser Sub-adviser agrees to notify promptly the Investment Adviser and the Trust in writing in the event : (i) the Sub-adviser is served or otherwise receives notice of any action, suit or proceeding, at law or in equity, before or by any court, public board, or body, involving the affairs of the occurrence Trust (excluding class action suits in which the Funds are a member of any event which could the plaintiff class by reason of the Funds’ ownership of shares in the defendant); (ii) the compliance by the Sub-adviser with the federal or state securities laws in connection with the services provided to the Funds under this Agreement would be likely, in the reasonable determination of the Sub-adviser in respect of the period beginning on the date of such determination and the subsequent sixty calendar days, to have a material and adverse impact on the performance ability of the Sub-adviser to fulfill its duties under this Agreement, including but not limited to: hereunder; or (aiii) the occurrence of any event that could disqualify the Subadviser from serving as an investment adviser pursuant to Section 9 controlling stockholder of the 1940 Act; (b) any material change to the Subadviser’s business activities that could have a material impact on the performance of its duties under this Agreement; (c) any event that would constitute a change of control of the Subadviser; (d) any Sub-adviser changes or an actual change in control resulting in an “assignment” (as defined in the portfolio manager 1000 Xxx) has occurred or portfolio management team; (e) the existence of any pending or threatened audit, investigation, examination, complaint or other inquiry (other than routine audits or regulatory examinations or inspections) material is otherwise proposed to the Subadviser’s services to the Fund; and (f) any material violation of the Subadviser’s code of ethics related to the Subadviser’s services to the Fundoccur. (viii) Each of the parties to this Agreement agrees to reasonably cooperate with each other party to the extent permitted by applicable laws, regulations or orders in connection with any investigation or inquiry relating to this Agreement or the Trust. (ix) Each of the Subadviser and Investment Adviser hereby represents and warrants to the other that it has obtained all applicable licenses, permits, registrations and approvals that may be required in order to serve in its designated capacities with respect to the Fund, and shall continue to keep current such licenses, permits, registrations and approvals for so long as this Agreement is in effect. (x) The Investment Adviser represents and warrants that it has received a copy of the Subadviser’s Advanced Disclosure Statement (“Form ADV”) at least 48 hours prior to the execution of this Agreement and has delivered a copy of the same to the Trust, as required by applicable law.

Other Representations and Agreements. (i) Each of the parties hereto represents that the Agreement has been duly authorized, executed and delivered by all required corporate action. (ii) Each of the Subadviser Sub-adviser and the Investment Adviser represents and warrants that it is an investment adviser duly registered with the Securities and Exchange Commission under the Advisers Act and a duly registered investment adviser in all jurisdictions in which it is required to be so registered, and will continue to be so registered for so long as this Agreement remains in effect. (iii) The Subadviser Sub-adviser represents that it has adopted and implemented and shall maintain written policies and procedures with respect to its services pursuant to this Agreement that are reasonably designed to prevent violation of the Federal Securities Laws (as defined in Rule 38a-1 under the 1000 Xxx) and the Advisers Act and the rules thereunder as required by Rule 206(4)-7 under the Advisers Act. (iv) The Subadviser Sub-adviser represents that it has adopted a written code of ethics that complies with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act, which it has provided to the Trust. The Subadviser Sub-adviser represents that it has policies and procedures regarding the detection and prevention and the misuse of material, nonpublic information, whether concerning the Fund Funds or otherwise, by the Subadviser Sub-adviser and its employees as required by the Ixxxxxx Xxxxxxx and Securities Fraud Enforcement Act of 1988employees. (v) The Subadviser Sub-adviser agrees to maintain for the term of this Agreement (and provide evidence thereof to the Fund or the Investment Adviser upon reasonable request) a blanket fidelity bond and professional liability (error and omissions) insurance in an amount reasonably acceptable to the Investment Adviser and the Board. (vi) The Subadviser agrees to comply with the requirements of the 1940 Act, the Advisers Act, the Securities Act of 1933, the Securities Exchange Act of 1934, the Commodity Exchange Act and the respective rules and regulations thereunder, as applicable, as well as with respect to all other applicable federal and state laws, rules, regulations and case law that relate to the services and relationships described in this Agreement and to the conduct of its business as a registered investment adviser. (vii) The Subadviser Sub-adviser agrees to notify promptly as soon as reasonably practicable the Investment Adviser and the Trust in writing (subject to applicable law, attorney-client privilege and confidentiality restrictions, solely as it relates to the services provided hereunder with respect to the Fund) of the occurrence of any event which could would have a material impact on the performance of its duties under this Agreement, including but not limited to: (a) the occurrence of any event that could would disqualify the Subadviser Sub-adviser from serving as an investment adviser pursuant to Section 9 of the 1940 Act; (b) any material change to the SubadviserSub-adviser’s business activities that could would have a material impact on the performance of its duties under this Agreement; (c) any event that would constitute a change of control of the SubadviserSub-adviser; (d) any change in the portfolio manager or portfolio management team; (ef) the existence of any pending or threatened audit, investigation, examination, complaint or other inquiry (other than routine audits or regulatory examinations or inspections) material relating to the SubadviserSub-adviser’s services to the FundFunds; and (fg) any material violation of the SubadviserSub-adviser’s code of ethics related to the Subadviser’s services to the Fundethics. (viii) Each of the parties to this Agreement agrees to cooperate with each other party to the extent permitted by applicable laws, regulations or orders in connection with any investigation or inquiry relating to this Agreement or the Trust. (ix) Each of the Subadviser and Investment Adviser hereby represents and warrants to the other that it has obtained all applicable licenses, permits, registrations and approvals that may be required in order to serve in its designated capacities with respect to the Fund, and shall continue to keep current such licenses, permits, registrations and approvals for so long as this Agreement is in effect. (x) The Investment Adviser represents and warrants that it has received a copy of the Subadviser’s Advanced Disclosure Statement (“Form ADV”) at least 48 hours prior to the execution of this Agreement and has delivered a copy of the same to the Trust, as required by applicable law.

Other Representations and Agreements. (i) Each of the parties hereto represents that the Agreement has been duly authorized, executed and delivered by all required corporate action. (ii) Each of the Subadviser and the Investment Adviser represents and warrants that it is an investment adviser duly registered with the Securities and Exchange Commission under the Advisers Act and a duly registered investment adviser in all jurisdictions in which it is required to be so registered, and will continue to be so registered for so long as this Agreement remains in effect. (iii) The Subadviser represents that it has adopted and implemented and shall maintain written policies and procedures with respect to its services pursuant to this Agreement that are reasonably designed to prevent violation of the Federal Securities Laws (as defined in Rule 38a-1 under the 1000 Xxx) and the Advisers Act and the rules thereunder as required by Rule 206(4)-7 under the Advisers Act. (iv) The Subadviser represents that it has adopted a written code of ethics that complies with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act, which it has provided to the Trust. The Subadviser represents that it has policies and procedures regarding the detection and prevention and the misuse of material, nonpublic information, whether concerning the Fund or otherwise, by the Subadviser and its employees as required by the Ixxxxxx Xxxxxxx and Securities Fraud Enforcement Act of 1988employees. (v) The Subadviser agrees to maintain for the term of this Agreement (and provide evidence thereof to the Fund or the Investment Adviser upon reasonable request) a blanket fidelity bond and professional liability (error and omissions) insurance in an amount reasonably acceptable to the Investment Adviser and the Board. (vi) The Subadviser agrees to comply with the requirements of the 1940 Act, the Advisers Act, the Securities Act of 1933, the Securities Exchange Act of 1934, the Commodity Exchange Act and the respective rules and regulations thereunder, as applicable, as well as with respect to all other applicable federal and state laws, rules, regulations and case law that relate to the services and relationships described in this Agreement and to the conduct of its business as a registered investment adviser. (vii) The Subadviser agrees to notify promptly the Investment Adviser and the Trust in writing of the occurrence of any event which could have a material impact on the performance of its duties under this Agreement, including but not limited to: (a) the occurrence of any event that could disqualify the Subadviser from serving as an investment adviser pursuant to Section 9 of the 1940 Act; (b) any material change to the Subadviser’s business activities that could have a material impact on the performance of its duties under this Agreement; (c) any event that would constitute a change of control of the Subadviser; (d) any change in the portfolio manager or portfolio management team; (ef) the existence of any pending or threatened audit, investigation, examination, complaint or other inquiry (other than routine audits or regulatory examinations or inspections) material relating to the Subadviser’s services to the Fund; and (fg) any material violation of the Subadviser’s code of ethics related to the Subadviser’s services to the Fundethics. (viii) Each of the parties to this Agreement agrees to cooperate with each other party to the extent permitted by applicable laws, regulations or orders in connection with any investigation or inquiry relating to this Agreement or the Trust. (ix) Each of the Subadviser and Investment Adviser hereby represents and warrants to the other that it has obtained all applicable licenses, permits, registrations and approvals that may be required in order to serve in its designated capacities with respect to the Fund, and shall continue to keep current such licenses, permits, registrations and approvals for so long as this Agreement is in effect. (x) The Investment Adviser represents and warrants that it has received a copy of the Subadviser’s Advanced Disclosure Statement (“Form ADV”) at least 48 hours prior to the execution of this Agreement and has delivered a copy of the same to the Trust, as required by applicable law.

Other Representations and Agreements. (i) Each of the parties hereto represents that the Agreement has been duly authorized, executed and delivered by all required corporate action. (ii) Each of the Subadviser and the Investment Adviser represents and warrants that it is an investment adviser duly registered with the Securities and Exchange Commission under the Advisers Act and a duly registered investment adviser in all jurisdictions in which it is required to be so registered, and will continue to be so registered for so long as this Agreement remains in effect. (iii) The Subadviser represents that it has adopted and implemented and shall maintain written policies and procedures with respect to its services pursuant to this Agreement that are reasonably designed to prevent violation of the Federal Securities Laws (as defined in Rule 38a-1 under the 1000 0000 Xxx) and the Advisers Act and the rules thereunder as required by Rule 206(4)-7 under the Advisers Act. (iii) The Trust represents that it has adopted and implemented and shall maintain written policies and procedures that are reasonably designed to prevent violation of the Federal Securities Laws as defined in Rule 38a-1 under the 1940 Act. (iv) The Each of the Subadviser and Investment Adviser represents that it has adopted a written code of ethics that complies with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act, which it has provided to the Trust. The Subadviser represents that it has policies and procedures regarding the detection and prevention and the misuse of material, nonpublic information, whether concerning the Fund or otherwise, by the Subadviser and its employees as required by the Ixxxxxx Xxxxxxx Xxxxxxx and Securities Fraud Enforcement Act of 1988. (v) The Subadviser agrees to maintain for the term of this Agreement (and provide evidence thereof to the Fund or the Investment Adviser upon reasonable request) a blanket fidelity bond and professional liability (error and omissions) insurance in an amount reasonably acceptable to the Investment Adviser and the Board. (vi) The Subadviser agrees to comply with the requirements of the 1940 Act, the Advisers Act, the Securities Act of 1933, the Securities Exchange Act of 1934, the Commodity Exchange Act and the respective rules and regulations thereunder, as applicable, as well as with respect to all other applicable federal and state securities laws, rules, and regulations and case law as well as requirements imposed by the Subadviser’s fiduciary duties to the Fund that relate to the services and relationships described in this Agreement and to the conduct of its business as a registered investment adviseradviser to the Fund. (viivi) The Subadviser agrees to notify promptly the Investment Adviser and the Trust in writing of the occurrence of any event which could have a material impact on the performance of its duties under this Agreement, including but not limited to: (a) the occurrence of any event that could disqualify the Subadviser from serving as an investment adviser pursuant to Section 9 of the 1940 Act; (b) any material change to the Subadviser’s business activities that could have a material impact on the performance of its duties under this Agreement; (c) any event that would constitute a change of control of the Subadviser; (d) any change in the portfolio manager or portfolio management team; and (e) the existence of any pending or threatened regulatory audit, investigation, examination, complaint or other inquiry (other than routine audits or regulatory examinations or inspections) material relating to the Subadviser’s services to the Fund; and (f) any material violation of the Subadviser’s code of ethics related to the Subadviser’s services to which violation involves or affects the Fund. (vii) Each of the Subadviser and the Investment Adviser represents and warrants that it is a duly registered investment adviser under the Advisers Act and a duly registered investment adviser in all jurisdictions in which it is required to be so registered, and will continue to be so registered for so long as this Agreement remains in effect. (viii) Each of the parties Subadviser and the Investment Adviser represents and warrants that it currently maintains, and shall continue to maintain as long as this Agreement is in effect, Directors & Officers, Errors & Omissions and fidelity bond insurance coverage it deems sufficient. (ix) Each of the parties hereto agrees to cooperate with each other party to the extent permitted by applicable laws, regulations or orders in connection with any investigation or inquiry relating to this Agreement or the Trust. (ix) Each of the Subadviser and Investment Adviser hereby represents and warrants to the other that it has obtained all applicable licenses, permits, registrations and approvals that may be required in order to serve in its designated capacities with respect to the Fund, and shall continue to keep current such licenses, permits, registrations and approvals for so long as this Agreement is in effect. (x) The Investment Adviser represents and warrants that it has received a copy of the Subadviser’s Advanced Disclosure Statement (“Form ADV”) at least 48 hours prior to the execution of this Agreement and has delivered a copy of the same to the Trust, as required by applicable law.

Other Representations and Agreements. (i) Each of the parties hereto represents that the Agreement has been duly authorized, executed and delivered by all required corporate action. (ii) Each of the Subadviser and the Investment Adviser represents and warrants that it is an investment adviser duly registered with the Securities and Exchange Commission under the Advisers Act and a duly registered investment adviser in all jurisdictions in which it is required to be so registered, and will continue to be so registered for so long as this Agreement remains in effect. (iii) The Each of the Subadviser and the Investment Adviser represents that it has adopted and implemented and shall maintain written policies and procedures with respect to its services pursuant to this Agreement that are reasonably designed to prevent violation of the Federal Securities Laws (as defined in Rule 38a-1 under the 1000 0000 Xxx) and the Advisers Act and the rules thereunder as required by Rule 206(4)-7 under the Advisers Act. (iv) The Subadviser represents that it has adopted a written code of ethics that complies with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act, which it has provided to the Trust. The Subadviser represents that it has policies and procedures regarding the detection and prevention and the misuse of material, nonpublic information, whether concerning the Fund or otherwise, by the Subadviser and its employees as required by the Ixxxxxx Xxxxxxx Xxxxxxx and Securities Fraud Enforcement Act of 1988. (v) The Subadviser agrees to maintain for the term of this Agreement (and provide evidence thereof to the Fund or the Investment Adviser upon reasonable request) request a blanket fidelity bond and professional liability (error and omissions) insurance in an amount reasonably acceptable to the Investment Adviser and the Board. (vi) The Each of the Subadviser and the Investment Adviser agrees to comply with the requirements of the 1940 Act, the Advisers Act, the Securities Act of 1933, the Securities Exchange Act of 1934, the Commodity Exchange Act and the respective rules and regulations thereunder, as applicable, as well as with respect to all other applicable federal and state laws, rules, regulations and case law that relate to the services and relationships described in this Agreement and to the conduct of its business as a registered investment adviser. (vii) The Subadviser agrees to notify promptly the Investment Adviser and the Trust in writing of the occurrence of any event which could have a material impact on the performance of its duties under this Agreement, including but not limited to: (a) the occurrence of any event that could disqualify the Subadviser from serving as an investment adviser pursuant to Section 9 of the 1940 Act; (b) any material change to the Subadviser’s business activities that could have a material impact on the performance of its duties under this Agreement; (c) any event that would constitute a change of control of the Subadviser; (d) any material change in the portfolio manager or portfolio management team; (e) the existence of any pending or threatened audit, investigation, examination, complaint or other inquiry (other than routine audits or regulatory examinations or inspections) material relating to the Subadviser’s services to the Fund; and (f) any material violation of the Subadviser’s code of ethics related to the Subadviser’s services to the Fundethics. (viii) Each of the parties to this Agreement agrees to cooperate with each other party to the extent permitted by applicable laws, regulations or orders in connection with any investigation or inquiry relating to this Agreement or the Trust. (ix) Each The Investment Adviser represents that the Trust has implemented an anti-money laundering program and a customer identification program (“CIP”) that each comply with the requirements of applicable law, including the Bank Secrecy Act and U.S.A. PATRIOT Act of 2001 and the regulations promulgated thereunder. The Investment Adviser agrees that the Subadviser and Investment Adviser hereby represents and warrants to shall not have any responsibility or liability arising out of any non-compliance by the other that it has obtained all Fund with applicable licenses, permits, registrations and approvals that may be required in order to serve in its designated capacities with respect to the Fund, and shall continue to keep current such licenses, permits, registrations and approvals for so long as this Agreement is in effectanti-money laundering regulations. (x) The Investment Adviser represents that the Trust has policies and warrants that it has received a copy of the Subadviser’s Advanced Disclosure Statement (“Form ADV”) at least 48 hours prior procedures with respect to the execution of this Agreement excessive and has delivered a copy of the same to the Trust, as required by applicable lawshort-term trading.

Other Representations and Agreements. (i) Each of the parties hereto represents that the Agreement has been duly authorized, executed and delivered by all required corporate action. (ii) Each of the Subadviser and the Investment Adviser represents and warrants that it is an investment adviser duly registered with the Securities and Exchange Commission under the Advisers Act and a duly registered investment adviser in all jurisdictions in which it is required to be so registered, and will continue to be so registered for so long as this Agreement remains in effect. (iii) The Subadviser represents that it has adopted and implemented and shall maintain written policies and procedures with respect to its services pursuant to this Agreement that are reasonably designed to prevent violation of the Federal Securities Laws (as defined in Rule 38a-1 under the 1000 Xxx) and the Advisers Act and the rules thereunder as required by Rule 206(4)-7 under the Advisers Act. (iv) The Subadviser represents that it has adopted a written code of ethics that complies with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act, which it has provided to the Trust. The Subadviser represents that it has policies and procedures regarding the detection and prevention and the misuse of material, nonpublic information, whether concerning the Fund or otherwise, by the Subadviser and its employees as required by the Ixxxxxx Xxxxxxx and Securities Fraud Enforcement Act of 1988employees. (v) The Subadviser agrees to maintain for the term of this Agreement (and provide evidence thereof to the Fund or the Investment Adviser upon reasonable request) a blanket fidelity bond and professional liability (error and omissions) insurance in an amount reasonably acceptable to the Investment Adviser and the Board. (vi) The Subadviser agrees to comply with the requirements of the 1940 Act, the Advisers Act, the Securities Act of 1933, the Securities Exchange Act of 1934, the Commodity Exchange Act and the respective rules and regulations thereunder, as applicable, as well as with respect to all other applicable federal and state laws, rules, regulations and case law that relate to the services and relationships described in this Agreement and to the conduct of its business as a registered investment adviser. (vii) The Subadviser agrees to notify promptly the Investment Adviser and the Trust in writing of the occurrence of any event which could have a material impact on the performance of its duties under this Agreement, including but not limited to: (a) the occurrence disqualification of any event that could disqualify the Subadviser from serving as an investment adviser pursuant to Section 9 of the 1940 Act; (b) any material adverse change to the Subadviser’s business activities that could the Subadviser believes is likely to have a material impact on the performance of its duties under this Agreement; (c) the occurrence of any event that would constitute a change of control of the Subadviser; (d) any change in the identity of the portfolio manager or portfolio management team; (e) the existence of any pending or threatened audit, investigation, examination, complaint or other inquiry (other than routine audits or regulatory examinations or inspections) material to the Subadviser’s services to managers for the Fund; and (f) any material violation of the Subadviser’s code of ethics related to the Subadviser’s services to affecting the Fund. (viii) Each of the parties to this Agreement agrees to cooperate with each other party to the extent permitted by applicable laws, regulations or orders in connection with any investigation or inquiry relating to this Agreement or the Trust. (ix) Each of the Subadviser and Investment Adviser hereby represents and warrants to the other that it has obtained all applicable licenses, permits, registrations and approvals that may be required in order to serve in its designated capacities with respect to the Fund, and shall continue to keep current such licenses, permits, registrations and approvals for so long as this Agreement is in effect. (x) The Investment Adviser represents and warrants that it has received a copy of the Subadviser’s Advanced Disclosure Statement (“Form ADV”) at least 48 hours prior to the execution of this Agreement and has delivered a copy of the same to the Trust, as required by applicable law.

Other Representations and Agreements. (i) Each of the parties hereto represents that the Agreement has been duly authorized, executed and delivered by all required corporate action. (ii) Each of the Subadviser and the Investment Adviser represents and warrants that it is an investment adviser duly registered with the Securities and Exchange Commission under the Advisers Act and a duly registered investment adviser in all jurisdictions in which it is required to be so registered, and will continue to be so registered for so long as this Agreement remains in effect. (iii) The Each of the Subadviser and the Investment Adviser represents that it has adopted and implemented and shall maintain written policies and procedures with respect to its services pursuant to this Agreement that are reasonably designed to prevent violation of the Federal Securities Laws (as defined in Rule 38a-1 under the 1000 Xxx) and the Advisers Act and the rules thereunder as required by Rule 206(4)-7 under the Advisers Act. (iv) The Subadviser represents that it has adopted a written code of ethics that complies with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act, which it has provided to the Trust. The Subadviser represents that it has policies and procedures regarding the detection and prevention and the misuse of material, nonpublic information, whether concerning the Fund or otherwise, by the Subadviser and its employees as required by the Ixxxxxx Xxxxxxx and Securities Fraud Enforcement Act of 1988. (v) The Subadviser agrees to maintain for the term of this Agreement (and provide evidence thereof to the Fund or the Investment Adviser upon reasonable request) request a blanket fidelity bond and professional liability (error and omissions) insurance in an amount reasonably acceptable to the Investment Adviser and the Board. (vi) The Each of the Subadviser and the Investment Adviser agrees to comply with the requirements of the 1940 Act, the Advisers Act, the Securities Act of 1933, the Securities Exchange Act of 1934, the Commodity Exchange Act and the respective rules and regulations thereunder, as applicable, as well as with respect to all other applicable federal and state laws, rules, regulations and case law that relate to the services and relationships described in this Agreement and to the conduct of its business as a registered investment adviser. (vii) The Subadviser agrees to notify promptly the Investment Adviser and the Trust in writing of the occurrence of any event which could have a material impact on the performance of its duties under this Agreement, including but not limited to: (a) the occurrence of any event that could disqualify the Subadviser from serving as an investment adviser pursuant to Section 9 of the 1940 Act; (b) any material change to the Subadviser’s business activities that could have a material impact on the performance of its duties under this Agreement; (c) any event that would constitute a change of control of the Subadviser; (d) any material change in the portfolio manager or portfolio management team; (e) the existence of any pending or threatened audit, investigation, examination, complaint or other inquiry (other than routine audits or regulatory examinations or inspections) material relating to the Subadviser’s services to the Fund; and (f) any material violation of the Subadviser’s code of ethics related to the Subadviser’s services to the Fundethics. (viii) Each of the parties to this Agreement agrees to cooperate with each other party to the extent permitted by applicable laws, regulations or orders in connection with any investigation or inquiry relating to this Agreement or the Trust. (ix) Each The Investment Adviser represents that the Trust has implemented an anti-money laundering program and a customer identification program (“CIP”) that each comply with the requirements of applicable law, including the Bank Secrecy Act and U.S.A. PATRIOT Act of 2001 and the regulations promulgated thereunder. The Investment Adviser agrees that the Subadviser and Investment Adviser hereby represents and warrants to shall not have any responsibility or liability arising out of any non-compliance by the other that it has obtained all Fund with applicable licenses, permits, registrations and approvals that may be required in order to serve in its designated capacities with respect to the Fund, and shall continue to keep current such licenses, permits, registrations and approvals for so long as this Agreement is in effectanti-money laundering regulations. (x) The Investment Adviser represents that the Trust has policies and warrants that it has received a copy procedures with respect to excessive and short-term trading. The Subadviser acknowledges and agrees that, because shares of the Subadviser’s Advanced Disclosure Statement (“Form ADV”) at least 48 hours prior Trust are sold to insurance company separate accounts as underlying investment for variable annuities and variable life insurance policies, the execution Trust has limited ability to monitor trading activity by owners of this Agreement such variable products and has delivered a copy of must rely primarily on the same insurance companies to the Trust, as required by applicable lawdetect and curtail excessive trading.

Other Representations and Agreements. (i) Each of the parties hereto represents that the Agreement has been duly authorized, executed and delivered by all required corporate action. (ii) Each of the Subadviser Sub-adviser and the Investment Adviser represents and warrants that it is an investment adviser duly registered with the Securities and Exchange Commission under the Advisers Act and a duly registered investment adviser in all jurisdictions in which it is required to be so registered, and will continue to be so registered for so long as this Agreement remains in effect. (iii) The Subadviser Sub-adviser represents that it has adopted and implemented and shall maintain written policies and procedures with respect to its services pursuant to this Agreement that are reasonably designed to prevent violation of the Federal Securities Laws (as defined in Rule 38a-1 under the 1000 0000 Xxx) and the Advisers Act and the rules thereunder as required by Rule 206(4)-7 under the Advisers Act. (iv) The Subadviser Sub-adviser represents that it has adopted a written code of ethics that complies with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act, which it has provided to the Trust. The Subadviser Sub-adviser represents that it has policies and procedures regarding the detection and prevention and the misuse of material, nonpublic information, whether concerning the Fund Funds or otherwise, by the Subadviser Sub-adviser and its employees as required by the Ixxxxxx Xxxxxxx and Securities Fraud Enforcement Act of 1988employees. (v) The Subadviser Sub-adviser agrees to maintain for the term of this Agreement (and provide evidence thereof to the Fund or the Investment Adviser upon reasonable request) a blanket fidelity bond and professional liability (error and omissions) insurance in an amount reasonably acceptable to the Investment Adviser and the Board. (vi) The Subadviser agrees to comply with the requirements of the 1940 Act, the Advisers Act, the Securities Act of 1933, the Securities Exchange Act of 1934, the Commodity Exchange Act and the respective rules and regulations thereunder, as applicable, as well as with respect to all other applicable federal and state laws, rules, regulations and case law that relate to the services and relationships described in this Agreement and to the conduct of its business as a registered investment adviser. (vii) The Subadviser Sub-adviser agrees to notify promptly as soon as reasonably practicable the Investment Adviser and the Trust in writing (subject to applicable law, attorney-client privilege and confidentiality restrictions, solely as it relates to the services provided hereunder with respect to the Fund) of the occurrence of any event which could would have a material impact on the performance of its duties under this Agreement, including but not limited to: (a) the occurrence of any event that could would disqualify the Subadviser Sub-adviser from serving as an investment adviser pursuant to Section 9 of the 1940 Act; (b) any material change to the SubadviserSub-adviser’s business activities that could would have a material impact on the performance of its duties under this Agreement; (c) any event that would constitute a change of control of the SubadviserSub-adviser; (d) any change in the portfolio manager or portfolio management team; (ef) the existence of any pending or threatened audit, investigation, examination, complaint or other inquiry (other than routine audits or regulatory examinations or inspections) material relating to the SubadviserSub-adviser’s services to the FundFunds; and (fg) any material violation of the SubadviserSub-adviser’s code of ethics related to the Subadviser’s services to the Fundethics. (viii) Each of the parties to this Agreement agrees to cooperate with each other party to the extent permitted by applicable laws, regulations or orders in connection with any investigation or inquiry relating to this Agreement or the Trust. (ix) Each of the Subadviser and Investment Adviser hereby represents and warrants to the other that it has obtained all applicable licenses, permits, registrations and approvals that may be required in order to serve in its designated capacities with respect to the Fund, and shall continue to keep current such licenses, permits, registrations and approvals for so long as this Agreement is in effect. (x) The Investment Adviser represents and warrants that it has received a copy of the Subadviser’s Advanced Disclosure Statement (“Form ADV”) at least 48 hours prior to the execution of this Agreement and has delivered a copy of the same to the Trust, as required by applicable law.

Other Representations and Agreements. (i) Each of the parties hereto represents that the Agreement has been duly authorized, executed and delivered by all required corporate action. (ii) Each of the Subadviser and the Investment Adviser represents and warrants that it is an investment adviser duly registered with the Securities and Exchange Commission under the Advisers Act and a duly registered investment adviser in all jurisdictions in which it is required to be so registered, and will continue to be so registered for so long as this Agreement remains in effect. (iii) The Subadviser represents that it has adopted and implemented and shall maintain written policies and procedures with respect to its services pursuant to this Agreement that are reasonably designed to prevent violation of the Federal Securities Laws (as defined in Rule 38a-1 under the 1000 0000 Xxx) and the Advisers Act and the rules thereunder as required by Rule 206(4)-7 under the Advisers Act. (iv) The Subadviser represents that it has adopted a written code of ethics that complies with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act, which it has provided to the Trust. The Subadviser represents that it has policies and procedures regarding the detection and prevention and the misuse of material, nonpublic information, whether concerning the Fund or otherwise, by the Subadviser and its employees as required by the Ixxxxxx Xxxxxxx and Securities Fraud Enforcement Act of 1988employees. (v) The Subadviser agrees to maintain for the term of this Agreement (and provide evidence thereof to the Fund or the Investment Adviser upon reasonable request) a blanket fidelity bond and professional liability (error and omissions) insurance in an amount reasonably acceptable to the Investment Adviser and the Board. (vi) The Subadviser agrees to comply with the requirements of the 1940 Act, the Advisers Act, the Securities Act of 1933, the Securities Exchange Act of 1934, the Commodity Exchange Act and the respective rules and regulations thereunder, as applicable, as well as with respect to all other applicable federal and state laws, rules, regulations and case law that relate to the services and relationships described in this Agreement and to the conduct of its business as a registered investment adviser. (vii) The Subadviser agrees to notify promptly the Investment Adviser and the Trust in writing of the occurrence of any event which could is reasonably likely to have a material adverse impact on the performance of its duties under this Agreement, including but not limited to: (a) the occurrence of any event that could disqualify the Subadviser from serving as an investment adviser pursuant to Section 9 of the 1940 Act; (b) any material change to the Subadviser’s business activities that could have a material impact on the performance of its duties under this Agreement; (c) any event that would constitute a change of control of the Subadviser; (dc) any change in the portfolio manager or portfolio management team; (ed) the existence of any pending or threatened audit, investigation, examination, or complaint or other inquiry (other than routine audits or regulatory examinations or inspections) material relating to the Subadviser’s services to the Fund; and (fe) any material violation of the Subadviser’s code of ethics related to the Subadviser’s services to the Fundethics. (viii) Each of the parties to this Agreement agrees to cooperate reasonably with each other party to the extent permitted by applicable laws, regulations or orders in connection with any investigation or inquiry relating to this Agreement or the Trust. (ix) Each of the Subadviser and Investment Adviser hereby represents and warrants to the other that it has obtained all applicable licenses, permits, registrations and approvals that may be required in order to serve in its designated capacities with respect to the Fund, and shall continue to keep current such licenses, permits, registrations and approvals for so long as this Agreement is in effect. (x) The Investment Adviser represents and warrants that it has received a copy of the Subadviser’s Advanced Disclosure Statement (“Form ADV”) at least 48 hours prior to the execution of this Agreement and has delivered a copy of the same to the Trust, as required by applicable law.

Other Representations and Agreements. (i) Each of the parties hereto represents that the Agreement has been duly authorized, executed and delivered by all required corporate action. (ii) Each of the Subadviser Sub-adviser and the Investment Adviser represents and warrants that it is an investment adviser duly registered with the Securities and Exchange Commission under the Advisers Act and a duly registered investment adviser in all jurisdictions in which it is required to be so registered, and will continue to be so registered for so long as this Agreement remains in effect. (iii) The Subadviser Sub-adviser represents that it has adopted and implemented and shall maintain written policies and procedures with respect to its services pursuant to this Agreement that are reasonably designed to prevent violation of the Federal Securities Laws (as defined in Rule 38a-1 under the 1000 0000 Xxx) and the Advisers Act and the rules thereunder as required by Rule 206(4)-7 under the Advisers Act. (iv) The Subadviser Sub-adviser represents that it has adopted a written code of ethics that complies with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act, which it has provided to the Trust. The Subadviser Sub-adviser represents that it has policies and procedures regarding the detection and prevention and the misuse of material, nonpublic information, whether concerning the Fund Funds or otherwise, by the Subadviser Sub-adviser and its employees as required by the Ixxxxxx Xxxxxxx and Securities Fraud Enforcement Act of 1988employees. (v) The Subadviser Sub-adviser agrees to maintain for the term of this Agreement (and provide evidence thereof to the Fund Funds or the Investment Adviser upon reasonable request) a blanket fidelity bond and professional liability (error and omissions) insurance in an amount reasonably acceptable to the Investment Adviser and the Board. (vi) The Subadviser agrees to comply with the requirements of the 1940 Act, the Advisers Act, the Securities Act of 1933, the Securities Exchange Act of 1934, the Commodity Exchange Act and the respective rules and regulations thereunder, as applicable, as well as with respect to all other applicable federal and state laws, rules, regulations and case law that relate to the services and relationships described in this Agreement and to the conduct of its business as a registered investment adviser. (vii) The Subadviser Sub-adviser agrees to notify promptly the Investment Adviser and the Trust in writing of the occurrence of any event which could have a material impact on the performance of its duties under this Agreement, including but not limited to: (a) the occurrence of any event that could disqualify the Subadviser Sub-adviser from serving as an investment adviser pursuant to Section 9 of the 1940 Act; (b) any material change to the SubadviserSub-adviser’s business activities that could have a material impact on the performance of its duties under this Agreement; (c) any event that would constitute a change of control of the SubadviserSub-adviser; (d) any change in the portfolio manager or portfolio management team; (ef) the existence of any pending or threatened audit, investigation, examination, complaint or other inquiry (other than routine audits or regulatory examinations or inspections) material relating to the SubadviserSub-adviser’s services to the FundFunds; and (fg) any material violation of the SubadviserSub-adviser’s code of ethics related to the Subadviser’s services to the Fundethics. (viii) Each of the parties to this Agreement agrees to cooperate with each other party to the extent permitted by applicable laws, regulations or orders in connection with any investigation or inquiry relating to this Agreement or the Trust. (ix) Each of the Subadviser and Investment Adviser hereby represents and warrants to the other that it has obtained all applicable licenses, permits, registrations and approvals that may be required in order to serve in its designated capacities with respect to the Fund, and shall continue to keep current such licenses, permits, registrations and approvals for so long as this Agreement is in effect. (x) The Investment Adviser represents and warrants that it has received a copy of the Subadviser’s Advanced Disclosure Statement (“Form ADV”) at least 48 hours prior to the execution of this Agreement and has delivered a copy of the same to the Trust, as required by applicable law.

Other Representations and Agreements. (i) Each of the parties hereto represents that the Agreement has been duly authorized, executed and delivered by all required corporate action. (ii) Each of the Subadviser and the Investment Adviser represents and warrants that it is an investment adviser duly registered with the Securities and Exchange Commission under the Advisers Act and a duly registered investment adviser in all jurisdictions in which it is required to be so registered, and will continue to be so registered for so long as this Agreement remains in effect. (iii) The Subadviser represents that it has adopted and implemented and shall maintain written policies and procedures with respect to its services pursuant to this Agreement that are reasonably designed to prevent violation of the Federal Securities Laws (as defined in Rule 38a-1 under the 1000 Xxx) and the Advisers Act and the rules thereunder as required by Rule 206(4)-7 under the Advisers Act. (iv) The Subadviser represents that it has adopted a written code of ethics that complies with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act, which it has provided to the Trust. The Subadviser represents that it has policies and procedures regarding the detection and prevention and the misuse of material, nonpublic information, whether concerning the Fund or otherwise, by the Subadviser and its employees as required by the Ixxxxxx Xxxxxxx and Securities Fraud Enforcement Act of 1988employees. (v) The Subadviser agrees to maintain for the term of this Agreement (and provide evidence thereof to the Fund or the Investment Adviser upon reasonable request) a blanket fidelity bond and professional liability (error and omissions) insurance in an the amount reasonably acceptable to the Investment Adviser and the Boardof at least $5,000,000. (vi) The Subadviser agrees to comply with the requirements of the 1940 Act, the Advisers Act, the Securities Act of 1933, the Securities Exchange Act of 1934, the Commodity Exchange Act and the respective rules and regulations thereunder, as applicable, as well as with respect to all other applicable federal and state laws, rules, regulations and case law that relate to the services and relationships described in this Agreement and to the conduct of its business as a registered investment adviser. (vii) The Subadviser agrees to notify promptly the Investment Adviser and the Trust in writing of the occurrence of any event which could have a material material, adverse impact on the performance of Subadviser’s ability to perform its investment management duties under this Agreement, including but not limited to: (a) the occurrence of any event that could disqualify the Subadviser from serving as an investment adviser pursuant to Section 9 of the 1940 Act; (b) any material change to the Subadviser’s business activities that could have a material impact on the performance of its duties under this Agreement; (c) any event that would constitute a change of control of the Subadviser; (d) any change in the Fund’s portfolio manager or the Fund’s portfolio management teamteam who provide services hereunder; (ef) if legally permitted, the existence of any pending or threatened audit, investigation, examination, complaint or other inquiry (other than routine audits or regulatory examinations or inspections) material relating to the Subadviser’s services to the Fund; and (fg) any material violation of the Subadviser’s code of ethics related to the Subadviser’s services to the Fundethics. (viii) Each of the parties to this Agreement agrees to cooperate with each other party to the extent permitted by applicable laws, regulations or orders in connection with any investigation or inquiry relating to this Agreement or the Trust. (ix) Each of the Subadviser and Investment Adviser hereby represents and warrants to the other that it has obtained all applicable licenses, permits, registrations and approvals that may be required in order to serve in its designated capacities with respect to the Fund, and shall continue to keep current such licenses, permits, registrations and approvals for so long as this Agreement is in effect. (x) The Investment Adviser represents and warrants that it has received a copy of the Subadviser’s Advanced Disclosure Statement (“Form ADV”) at least 48 hours prior to the execution of this Agreement and has delivered a copy of the same to the Trust, as required by applicable law.

Other Representations and Agreements. (i) Each of the parties hereto represents that the Agreement has been duly authorized, executed and delivered by all required corporate action. (ii) Each of the Subadviser and the Investment Adviser represents and warrants that it is an investment adviser duly registered with the Securities and Exchange Commission under the Advisers Act and a duly registered investment adviser in all jurisdictions in which it is required to be so registered, and will continue to be so registered for so long as this Agreement remains in effect. (iii) The Subadviser represents that it has adopted and implemented and shall maintain written policies and procedures with respect to its services pursuant to this Agreement that are reasonably designed to prevent violation of the Federal Securities Laws (as defined in Rule 38a-1 under the 1000 Xxx) and the Advisers Act and the rules thereunder as required by Rule 206(4)-7 under the Advisers Act. (iv) The Subadviser represents that it has adopted a written code of ethics that complies with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act, which it has provided to the Trust. The Subadviser represents that it has policies and procedures regarding the detection and prevention and the misuse of material, nonpublic information, whether concerning the Fund or otherwise, by the Subadviser and its employees as required by the Ixxxxxx Xxxxxxx and Securities Fraud Enforcement Act of 1988employees. (v) The Subadviser agrees to maintain for the term of this Agreement (and provide evidence thereof to the Fund or the Investment Adviser upon reasonable request) a blanket fidelity bond and professional liability (error and omissions) insurance in an the amount reasonably acceptable to the Investment Adviser and the Boardof at least $5,000,000. (vi) The Subadviser agrees to comply with the requirements of the 1940 Act, the Advisers Act, the Securities Act of 1933, the Securities Exchange Act of 1934, the Commodity Exchange Act and the respective rules and regulations thereunder, as applicable, as well as with respect to all other applicable federal and state laws, rules, regulations and case law that relate to the services and relationships described in this Agreement and to the conduct of its business as a registered investment adviser. (vii) The Subadviser agrees to notify promptly the Investment Adviser and the Trust in writing of the occurrence of any event which could have a material material, adverse impact on the performance of Subadviser’s ability to perform its investment management duties under this Agreement, including but not limited to: (a) the occurrence of any event that could disqualify the Subadviser from serving as an investment adviser pursuant to Section 9 of the 1940 Act; (b) any material change to the Subadviser’s business activities that could have a material impact on the performance of its duties under this Agreement; (c) any event that would constitute a change of control of the Subadviser; (d) any change in the Fund’s portfolio manager or the Fund’s portfolio management teamteam who provide services hereunder; (ef) if legally permitted, the existence of any pending or threatened audit, investigation, examination, complaint or other inquiry (other than routine audits or regulatory examinations or inspections) material relating to the Subadviser’s services to the Fund; and (fg) any material violation of the Subadviser’s code of ethics related to the Subadviser’s services to the Fundethics. (viii) Each of the parties to this Agreement agrees to reasonably cooperate with each other party to the extent permitted by applicable laws, regulations or orders in connection with any investigation or inquiry relating to this Agreement or the Trust. (ix) Each of the Subadviser and Investment Adviser hereby represents and warrants to the other that it has obtained all applicable licenses, permits, registrations and approvals that may be required in order to serve in its designated capacities with respect to the Fund, and shall continue to keep current such licenses, permits, registrations and approvals for so long as this Agreement is in effect. (x) The Investment Adviser represents and warrants that it has received a copy of the Subadviser’s Advanced Disclosure Statement (“Form ADV”) at least 48 hours prior to the execution of this Agreement and has delivered a copy of the same to the Trust, as required by applicable law.

Other Representations and Agreements. (i) Each of the parties hereto represents that the Agreement has been duly authorized, executed and delivered by all required corporate action. (ii) Each of the Subadviser and the Investment Adviser represents and warrants that it is an investment adviser duly registered with the Securities and Exchange Commission under the Advisers Act and a duly registered investment adviser in all jurisdictions in which it is required to be so registered, and will continue to be so registered for so long as this Agreement remains in effect. (iii) The Subadviser represents that it has adopted and implemented and shall maintain written policies and procedures with respect to its services pursuant to this Agreement that are reasonably designed to prevent violation of the Federal Securities Laws (as defined in Rule 38a-1 under the 1000 0000 Xxx) and the Advisers Act and the rules thereunder as required by Rule 206(4)-7 under the Advisers Act. (iv) The Subadviser represents that it has adopted a written code of ethics that complies with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act, which it has provided to the Trust. The Subadviser represents that it has policies and procedures regarding the detection and prevention and the misuse of material, nonpublic information, whether concerning the Fund or otherwise, by the Subadviser and its employees as required by the Ixxxxxx Xxxxxxx Xxxxxxx and Securities Fraud Enforcement Act of 1988. (v) The Subadviser agrees to maintain for the term of this Agreement (and provide evidence thereof to the Fund or the Investment Adviser upon reasonable request) a blanket fidelity bond and professional liability (error and omissions) insurance in an amount reasonably acceptable to the Investment Adviser and the Board. (vi) The Subadviser agrees to comply with the requirements of the 1940 Act, the Advisers Act, the Securities Act of 1933, the Securities Exchange Act of 1934, the Commodity Exchange Act and the respective rules and regulations thereunder, as applicable, as well as with respect to all other applicable federal and state laws, rules, regulations and case law that relate to the services and relationships described in this Agreement and to the conduct of its business as a registered investment adviser. (vii) The Subadviser agrees to notify promptly the Investment Adviser and the Trust in writing of the occurrence of any event which could have a material impact on the performance of its duties under this Agreement, including but not limited to: (a) the occurrence of any event that could disqualify the Subadviser from serving as an investment adviser pursuant to Section 9 of the 1940 Act; (b) any material change to the Subadviser’s business activities that could have a material impact on the performance of its duties under this Agreement; (c) any event that would constitute a change of control of the Subadviser; (d) any change in the portfolio manager or portfolio management team; (e) the existence of any pending or threatened audit, investigation, examination, complaint or other inquiry (other than routine audits or regulatory examinations or inspections) material relating to the Subadviser’s services to the Fund; and (f) any material violation of the Subadviser’s code of ethics related to the Subadviser’s services to the Fundethics. (viii) Each of the parties to this Agreement agrees to cooperate with each other party to the extent permitted by applicable laws, regulations or orders in connection with any investigation or inquiry relating to this Agreement or the Trust. (ix) Each of the Subadviser and Investment Adviser hereby represents and warrants to the other that it has obtained all applicable licenses, permits, registrations and approvals that may be required in order to serve in its designated capacities with respect to the Fund, and shall continue to keep current such licenses, permits, registrations and approvals for so long as this Agreement is in effect. (x) The Investment Adviser represents and warrants that it has received a copy of the Subadviser’s Advanced Disclosure Statement (“Form ADV”) at least 48 hours prior to the execution of this Agreement and has delivered a copy of the same to the Trust, as required by applicable law.

Other Representations and Agreements. (i) Each of the parties hereto represents that the Agreement has been duly authorized, executed and delivered by all required corporate action. (ii) Each of the Subadviser and the Investment Adviser represents and warrants that it is an investment adviser duly registered with the Securities and Exchange Commission under the Advisers Act and a duly registered investment adviser in all jurisdictions in which it is required to be so registered, and will continue to be so registered for so long as this Agreement remains in effect. (iii) The Subadviser represents that it has adopted and implemented and shall maintain written policies and procedures with respect to its services pursuant to this Agreement that are reasonably designed to prevent violation of the Federal Securities Laws (as defined in Rule 38a-1 under the 1000 Xxx) and the Advisers Act and the rules thereunder as required by Rule 206(4)-7 under the Advisers Act. (iv) The Subadviser represents that it has adopted a written code of ethics that complies with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act, which it has provided to the Trust. The Subadviser represents that it has policies and procedures regarding the detection and prevention and the misuse of material, nonpublic information, whether concerning the Fund or otherwise, by the Subadviser and its employees as required by the Ixxxxxx Xxxxxxx and Securities Fraud Enforcement Act of 1988. (v) The Subadviser agrees to maintain for the term of this Agreement (and provide evidence thereof to the Fund or the Investment Adviser upon reasonable request) a blanket fidelity bond and professional liability (error and omissions) insurance in an amount reasonably acceptable to the Investment Adviser and the Board. (vi) The Subadviser agrees to comply in all material respects with the requirements of the 1940 Act, the Advisers Act, the Securities Act of 1933, the Securities Exchange Act of 1934, the Commodity Exchange Act and the respective rules and regulations thereunder, as applicable, as well as with respect to all other applicable federal and state laws, rules, regulations and case law that relate to the services and relationships described in this Agreement and to the conduct of its business as a registered investment adviser. (vii) The Subadviser agrees to notify promptly the Investment Adviser and the Trust in writing of the occurrence of any event which could have a material impact on the performance of its duties under this Agreement, including but not limited to: (a) the occurrence of any event that could disqualify the Subadviser from serving as an investment adviser pursuant to Section 9 of the 1940 Act; (b) any material change to the Subadviser’s business activities that could have a material impact on the performance of its duties under this Agreement; (c) any event that would constitute a change of control of the Subadviser; (d) any change in the portfolio manager or portfolio management team; (e) the existence of any pending or threatened audit, investigation, examination, complaint or other inquiry (other than routine audits or regulatory examinations or inspections) material relating to the Subadviser’s services to the Fund; and (f) any material violation of the Subadviser’s code of ethics related material to the Subadviser’s services to the Fund. (viii) Each of the parties to this Agreement agrees to cooperate with each other party to the extent permitted by applicable laws, regulations or orders in connection with any investigation or inquiry relating to this Agreement or the Trust. (ix) Each of the Subadviser and Investment Adviser hereby represents and warrants to the other that it has obtained all applicable licenses, permits, registrations and approvals that may be required in order to serve in its designated capacities with respect to the Fund, and shall continue to keep current such licenses, permits, registrations and approvals for so long as this Agreement is in effect. (x) The Investment Adviser represents and warrants that it has received a copy of the Subadviser’s Advanced Disclosure Statement (“Form ADV”) at least 48 hours prior to the execution of this Agreement and has delivered a copy of the same to the Trust, as required by applicable law.

Other Representations and Agreements. (i) Each of the parties hereto represents that the Agreement has been duly authorized, executed and delivered by all required corporate action. (ii) Each of the Subadviser Sub-adviser and the Investment Adviser represents and warrants that it is an investment adviser duly registered with the Securities and Exchange Commission under the Advisers Act and a duly registered investment adviser in all jurisdictions in which it is required to be so registered, and will continue to be so registered for so long as this Agreement remains in effect. (iii) The Subadviser Sub-adviser represents that it has adopted and implemented and shall maintain written policies and procedures with respect to its services pursuant to this Agreement that are reasonably designed to prevent violation of the Federal Securities Laws (as defined in Rule 38a-1 under the 1000 Xxx) and the Advisers Act and the rules thereunder as required by Rule 206(4)-7 under the Advisers Act. (iv) The Subadviser Sub-adviser represents that it has adopted a written code of ethics that complies with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act, which it has provided to the Trust. The Subadviser Sub-adviser represents that it has policies and procedures regarding the detection and prevention and the misuse of material, nonpublic information, whether concerning the Fund Funds or otherwise, by the Subadviser Sub-adviser and its employees as required by the Ixxxxxx Xxxxxxx and Securities Fraud Enforcement Act of 1988employees. (v) The Subadviser Sub-adviser agrees to maintain for the term of this Agreement (and provide evidence thereof to the Fund or the Investment Adviser upon reasonable request) a blanket fidelity bond and professional liability (error and omissions) insurance in an amount reasonably acceptable to the Investment Adviser and the Board. (vi) The Subadviser agrees to comply with the requirements of the 1940 Act, the Advisers Act, the Securities Act of 1933, the Securities Exchange Act of 1934, the Commodity Exchange Act and the respective rules and regulations thereunder, as applicable, as well as with respect to all other applicable federal and state laws, rules, regulations and case law that relate to the services and relationships described in this Agreement and to the conduct of its business as a registered investment adviser. (vii) The Subadviser Sub-adviser agrees to notify promptly as soon as reasonably practicable the Investment Adviser and the Trust in writing (subject to applicable law, attorney-client privilege and confidentiality restrictions, solely as it relates to the services provided hereunder with respect to the Fund) of the occurrence of any event which could would have a material impact on the performance of its duties under this Agreement, including but not limited to: (a) the occurrence of any event that could would disqualify the Subadviser Sub-adviser from serving as an investment adviser pursuant to Section 9 of the 1940 Act; (b) any material change to the SubadviserSub-adviser’s business activities that could would have a material impact on the performance of its duties under this Agreement; (c) any event that would constitute a change of control of the SubadviserSub-adviser; (d) any change in the portfolio manager or portfolio management team; (ef) the existence of any pending or threatened audit, investigation, examination, complaint or other inquiry (other than routine audits or regulatory examinations or inspections) material relating to the SubadviserSub-adviser’s services to the FundFunds; and (fg) any material violation of the SubadviserSub-adviser’s code of ethics related to the Subadviser’s services to the Fundethics. (viii) Each of the parties to this Agreement agrees to cooperate with each other party to the extent permitted by applicable laws, regulations or orders in connection with any investigation or inquiry relating to this Agreement or the Trust. (ix) Each of the Subadviser and Investment Adviser hereby represents and warrants to the other that it has obtained all applicable licenses, permits, registrations and approvals that may be required in order to serve in its designated capacities with respect to the Fund, and shall continue to keep current such licenses, permits, registrations and approvals for so long as this Agreement is in effect. (x) The Investment Adviser represents and warrants that it has received a copy of the Subadviser’s Advanced Disclosure Statement (“Form ADV”) at least 48 hours prior to the execution of this Agreement and has delivered a copy of the same to the Trust, as required by applicable law.

Other Representations and Agreements. (i) Each of the parties hereto represents that the Agreement has been duly authorized, executed and delivered by all required corporate action. (ii) Each of the Subadviser and the Investment Adviser represents and warrants that it is an investment adviser duly registered with the Securities and Exchange Commission under the Advisers Act and a duly registered investment adviser in all jurisdictions in which it is required to be so registered, and will continue to be so registered for so long as this Agreement remains in effect. (iii) The Subadviser represents that it has adopted and implemented and shall maintain written policies and procedures with respect to its services pursuant to this Agreement that are reasonably designed to prevent violation of the Federal Securities Laws (as defined in Rule 38a-1 under the 1000 0000 Xxx) and the Advisers Act and the rules thereunder as required by Rule 206(4)-7 under the Advisers Act. (iv) The Subadviser represents that it has adopted a written code of ethics that complies with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act, which it has provided to the Trust. The Subadviser represents that it has policies and procedures regarding the detection and prevention and the misuse of material, nonpublic information, whether concerning the Fund or otherwise, by the Subadviser and its employees as required by the Ixxxxxx Xxxxxxx and Securities Fraud Enforcement Act of 1988employees. (v) The Subadviser agrees to maintain for the term of this Agreement (and provide evidence thereof to the Fund or the Investment Adviser upon reasonable request) a blanket fidelity bond and professional liability (error and omissions) insurance in an the amount reasonably acceptable to the Investment Adviser and the Boardof at least $5,000,000. (vi) The Subadviser agrees to comply with the requirements of the 1940 Act, the Advisers Act, the Securities Act of 1933, the Securities Exchange Act of 1934, the Commodity Exchange Act and the respective rules and regulations thereunder, as applicable, as well as with respect to all other applicable federal and state laws, rules, regulations and case law that relate to the services and relationships described in this Agreement and to the conduct of its business as a registered investment adviser. (vii) The Subadviser agrees to notify promptly the Investment Adviser and the Trust in writing of the occurrence of any event which could have a material material, adverse impact on the performance of Subadviser’s ability to perform its investment management duties under this Agreement, including but not limited to: (a) the occurrence of any event that could disqualify the Subadviser from serving as an investment adviser pursuant to Section 9 of the 1940 Act; (b) any material change to the Subadviser’s business activities that could have a material impact on the performance of its duties under this Agreement; (c) any event that would constitute a change of control of the Subadviser; (d) any change in the Fund’s portfolio manager or the Fund’s portfolio management teamteam who provide services hereunder; (ef) if legally permitted, the existence of any pending or threatened audit, investigation, examination, complaint or other inquiry (other than routine audits or regulatory examinations or inspections) material relating to the Subadviser’s services to the Fund; and (fg) any material violation of the Subadviser’s code of ethics related to the Subadviser’s services to the Fundethics. (viii) Each of the parties to this Agreement agrees to reasonably cooperate with each other party to the extent permitted by applicable laws, regulations or orders in connection with any investigation or inquiry relating to this Agreement or the Trust. (ix) Each of the Subadviser and Investment Adviser hereby represents and warrants to the other that it has obtained all applicable licenses, permits, registrations and approvals that may be required in order to serve in its designated capacities with respect to the Fund, and shall continue to keep current such licenses, permits, registrations and approvals for so long as this Agreement is in effect. (x) The Investment Adviser represents and warrants that it has received a copy of the Subadviser’s Advanced Disclosure Statement (“Form ADV”) at least 48 hours prior to the execution of this Agreement and has delivered a copy of the same to the Trust, as required by applicable law.

Other Representations and Agreements. (i) Each of the parties hereto represents that the Agreement has been duly authorized, executed and delivered by all required corporate action. (ii) Each of the Subadviser and the Investment Adviser represents and warrants that it is an investment adviser duly registered with the Securities and Exchange Commission under the Advisers Act and a duly registered investment adviser in all jurisdictions in which it is required to be so registered, and will continue to be so registered for so long as this Agreement remains in effect. (iii) The Subadviser represents that it has adopted and implemented and shall maintain written policies and procedures with respect to its services pursuant to this Agreement that are reasonably designed to prevent violation of the Federal Securities Laws (as defined in Rule 38a-1 under the 1000 Xxx) and the Advisers Act and the rules thereunder as required by Rule 206(4)-7 under the Advisers Act. (iv) The Subadviser represents that it has adopted a written code of ethics that complies with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act, which it has provided to the Trust. The Subadviser represents that it has policies and procedures regarding the detection and prevention and the misuse of material, nonpublic information, whether concerning the Fund or otherwise, by the Subadviser and its employees as required by the Ixxxxxx Xxxxxxx and Securities Fraud Enforcement Act of 1988. (v) The Subadviser agrees to maintain for the term of this Agreement (and provide evidence thereof to the Fund or the Investment Adviser upon reasonable request) a blanket fidelity bond and professional liability (error and omissions) insurance in an amount reasonably acceptable to the Investment Adviser and the Board. (vi) The Subadviser agrees to comply with the requirements of the 1940 Act, the Advisers Act, the Securities Act of 1933, the Securities Exchange Act of 1934, the Commodity Exchange Act and the respective rules and regulations thereunder, as applicable, as well as with respect to all other applicable federal and state laws, rules, regulations and case law that relate to the services and relationships described in this Agreement and to the conduct of its business as a registered investment adviser. (vii) The Subadviser agrees to notify promptly the Investment Adviser and the Trust in writing of the occurrence of any event which could have a material impact on the performance of its duties under this Agreement, including but not limited to: (a) the occurrence of any event that could disqualify the Subadviser from serving as an investment adviser pursuant to Section 9 of the 1940 Act; (b) any material change to the Subadviser’s business activities that could have a material impact on the performance of its duties under this Agreement; (c) any event that would constitute a change of control of the Subadviser; (d) any change in the portfolio manager or portfolio management team; (e) any change in the partnership membership of the Subadviser; (f) the existence of any pending or threatened audit, investigation, examination, complaint or other inquiry (other than routine audits or regulatory examinations or inspections) material relating to the Subadviser’s services to the Fund; and (fg) any material violation of the Subadviser’s code of ethics related to the Subadviser’s services to the Fundethics. (viii) Each of the parties to this Agreement agrees to cooperate with each other party to the extent permitted by applicable laws, regulations or orders in connection with any investigation or inquiry relating to this Agreement or the Trust. (ix) Each of the Subadviser and Investment Adviser hereby represents and warrants to the other that it has obtained all applicable licenses, permits, registrations and approvals that may be required in order to serve in its designated capacities with respect to the Fund, and shall continue to keep current such licenses, permits, registrations and approvals for so long as this Agreement is in effect. (x) The Investment Adviser represents and warrants that it has received a copy of the Subadviser’s Advanced Disclosure Statement (“Form ADV”) at least 48 hours prior to the execution of this Agreement and has delivered a copy of the same to the Trust, as required by applicable law.

Other Representations and Agreements. (i) Each of the parties hereto represents that the Agreement has been duly authorized, executed and delivered by all required corporate action. (ii) Each of the Subadviser and the Investment Adviser represents and warrants that it is an investment adviser duly registered with the Securities and Exchange Commission under the Advisers Act and a duly registered investment adviser in all jurisdictions in which it is required to be so registered, and will continue to be so registered for so long as this Agreement remains in effect. (iii) The Subadviser represents that it has adopted and implemented and shall maintain written policies and procedures with respect to its services pursuant to this Agreement that are reasonably designed to prevent violation of the Federal Securities Laws (as defined in Rule 38a-1 under the 1000 Xxx) and the Advisers Act and the rules thereunder as required by Rule 206(4)-7 under the Advisers Act. (iv) The Subadviser represents that it has adopted a written code of ethics that complies with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act, which it has provided to the Trust. The Subadviser represents that it has policies and procedures regarding the detection and prevention and the misuse of material, nonpublic information, whether concerning the Fund or otherwise, by the Subadviser and its employees as required by the Ixxxxxx Xxxxxxx and Securities Fraud Enforcement Act of 1988employees. (v) The Subadviser agrees to maintain for the term of this Agreement (and provide evidence thereof to the Fund or the Investment Adviser upon reasonable request) a blanket fidelity bond and professional liability (error and omissions) insurance in an amount reasonably acceptable to the Investment Adviser and the Board. (vi) The Subadviser agrees to comply with the requirements of the 1940 Act, the Advisers Act, the Securities Act of 1933, the Securities Exchange Act of 1934, the Commodity Exchange Act and the respective rules and regulations thereunder, as applicable, as well as with respect to all other applicable federal and state laws, rules, regulations and case law that relate to the services and relationships described in this Agreement and to the conduct of its business as a registered investment adviser. (vii) The Subadviser agrees to notify promptly the Investment Adviser and the Trust in writing of the occurrence of any event which could is reasonably likely to have a material adverse impact on the performance of its duties under this Agreement, including but not limited to: (a) the occurrence of any event that could disqualify the Subadviser from serving as an investment adviser pursuant to Section 9 of the 1940 Act; (b) any material change to the Subadviser’s business activities that could have a material impact on the performance of its duties under this Agreement; (c) any event that would constitute a change of control of the Subadviser; (dc) any change in the portfolio manager or portfolio management team; (ed) the existence of any pending or threatened audit, investigation, examination, or complaint or other inquiry (other than routine audits or regulatory examinations or inspections) material relating to the Subadviser’s services to the Fund; and (fe) any material violation of the Subadviser’s code of ethics related to the Subadviser’s services to the Fundethics. (viii) Each of the parties to this Agreement agrees to cooperate with each other party to the extent permitted by applicable laws, regulations or orders in connection with any investigation or inquiry relating to this Agreement or the Trust. (ix) Each of the Subadviser and Investment Adviser hereby represents and warrants to the other that it has obtained all applicable licenses, permits, registrations and approvals that may be required in order to serve in its designated capacities with respect to the Fund, and shall continue to keep current such licenses, permits, registrations and approvals for so long as this Agreement is in effect. (x) The Investment Adviser represents and warrants that it has received a copy of the Subadviser’s Advanced Disclosure Statement (“Form ADV”) at least 48 hours prior to the execution of this Agreement and has delivered a copy of the same to the Trust, as required by applicable law.

Other Representations and Agreements. (i) Each of the parties hereto represents that the Agreement has been duly authorized, executed and delivered by all required corporate action. (ii) Each of the Subadviser and the Investment Adviser represents and warrants that it is an investment adviser duly registered with the Securities and Exchange Commission under the Advisers Act and a duly registered investment adviser in all jurisdictions in which it is required to be so registered, and will continue to be so registered for so long as this Agreement remains in effect. (iii) The Subadviser represents that it has adopted and implemented and shall maintain written policies and procedures with respect to its services pursuant to this Agreement that are reasonably designed to prevent violation of the Federal Securities Laws (as defined in Rule 38a-1 under the 1000 Xxx) and the Advisers Act and the rules thereunder as required by Rule 206(4)-7 under the Advisers Act. (iv) The Subadviser represents that it has adopted a written code of ethics that complies with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act, which it has provided to the Trust. The Subadviser represents that it has policies and procedures regarding the detection and prevention and the misuse of material, nonpublic information, whether concerning the Fund or otherwise, by the Subadviser and its employees as required by the Ixxxxxx Xxxxxxx and Securities Fraud Enforcement Act of 1988. (v) The Subadviser agrees to maintain for the term of this Agreement (and provide evidence thereof to the Fund or the Investment Adviser upon reasonable request) a blanket fidelity bond and professional liability (error and omissions) insurance in an amount reasonably acceptable to the Investment Adviser and the Board. (vi) The Subadviser agrees to comply with the requirements of the 1940 Act, the Advisers Act, the Securities Act of 1933, the Securities Exchange Act of 1934, the Commodity Exchange Act and the respective rules and regulations thereunder, as applicable, as well as with respect to all other applicable federal and state laws, rules, regulations and case law that relate to the services and relationships described in this Agreement and to the conduct of its business as a registered investment adviser. (vii) Provided that the Investment Adviser has provided the Subadviser with the exemptive orders issued to and currently in effect for each of the families of the ETFs in which the Fund may invest, the Subadviser expressly agrees to comply with the conditions imposed by the Securities and Exchange Commission on exemptive orders issued to the families of ETFs in which the Fund invests, and the Subadviser represents that it has adopted and implemented and shall maintain written policies and procedures reasonably designed to prevent violations of the conditions of such orders. (viii) The Subadviser agrees to notify promptly in a timely manner the Investment Adviser and the Trust in writing of the occurrence of any event which could have a material impact on the performance of its duties under this Agreement, including but not limited to: (a) the occurrence of any event that could disqualify the Subadviser from serving as an investment adviser pursuant to Section 9 of the 1940 Act; (b) any material change to the Subadviser’s business activities that could have a material impact on the performance of its duties under this Agreement; (c) any event that would constitute a change of control of the Subadviser; (d) any change in the portfolio manager or portfolio management team; (e) the existence of any pending or threatened audit, investigation, examination, complaint or other inquiry (other than routine audits or regulatory examinations or inspections) material relating to the Subadviser’s services to the Fund; and (f) any material violation of the Subadviser’s code of ethics related to the Subadviser’s services to the Fundethics. (viiiix) Each of the parties to this Agreement agrees to cooperate with each other party to the extent permitted by applicable laws, regulations or orders in connection with any investigation or inquiry relating to this Agreement or the Trust. (ix) Each of the Subadviser and Investment Adviser hereby represents and warrants to the other that it has obtained all applicable licenses, permits, registrations and approvals that may be required in order to serve in its designated capacities with respect to the Fund, and shall continue to keep current such licenses, permits, registrations and approvals for so long as this Agreement is in effect. (x) The Investment Adviser represents and warrants that it has received a copy of the Subadviser’s Advanced Disclosure Statement (“Form ADV”) at least 48 hours prior to the execution of this Agreement and has delivered a copy of the same to the Trust, as required by applicable law.

Other Representations and Agreements. (i) Each of the parties hereto represents that the Agreement has been duly authorized, executed and delivered by all required corporate action. (ii) Each of the Subadviser Sub-adviser and the Investment Adviser represents and warrants that it is an investment adviser duly registered with the Securities and Exchange Commission under the Advisers Act and a duly registered investment adviser in all jurisdictions in which it is required to be so registered, and will continue to be so registered for so long as this Agreement remains in effect. (iii) The Subadviser Sub-adviser represents that it has adopted and implemented and shall maintain written policies and procedures with respect to its services pursuant to this Agreement that are reasonably designed to prevent violation of the Federal Securities Laws (as defined in Rule 38a-1 under the 1000 0000 Xxx) and the Advisers Act and the rules thereunder as required by Rule 206(4)-7 under the Advisers Act. (iv) The Subadviser Sub-adviser represents that it has adopted a written code of ethics that complies with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act, which it has provided to the Trust. The Subadviser Sub-adviser represents that it has policies and procedures regarding the detection and prevention and the misuse of material, nonpublic information, whether concerning the Fund Funds or otherwise, by the Subadviser Sub-adviser and its employees as required by the Ixxxxxx Xxxxxxx and Securities Fraud Enforcement Act of 1988employees. (v) The Subadviser Sub-adviser agrees to maintain for the term of this Agreement (and provide evidence thereof to the Fund or the Investment Adviser upon reasonable request) a blanket fidelity bond and professional liability (error and omissions) insurance in an amount reasonably acceptable to the Investment Adviser and the Board. (vi) The Subadviser agrees to comply with the requirements of the 1940 Act, the Advisers Act, the Securities Act of 1933, the Securities Exchange Act of 1934, the Commodity Exchange Act and the respective rules and regulations thereunder, as applicable, as well as with respect to all other applicable federal and state laws, rules, regulations and case law that relate to the services and relationships described in this Agreement and to the conduct of its business as a registered investment adviser. (vii) The Subadviser Sub-adviser agrees to notify promptly as soon as reasonably practicable the Investment Adviser and the Trust in writing (subject to applicable law, attorney-client privilege and confidentiality restrictions, solely as it relates to the services provided hereunder with respect to the Fund) of the occurrence of any event which could would have a material impact on the performance of its duties under this Agreement, including but not limited to: (a) the occurrence of any event that could would disqualify the Subadviser Sub-adviser from serving as an investment adviser pursuant to Section 9 of the 1940 Act; (b) any material change to the SubadviserSub-adviser’s business activities that could would have a material impact on the performance of its duties under this Agreement; (c) any event that would constitute a change of control of the SubadviserSub-adviser; (d) any change in the portfolio manager or portfolio management team; (ef) the existence of any pending or threatened audit, investigation, examination, complaint or other inquiry (other than routine audits or regulatory examinations or inspections) material relating to the SubadviserSub-adviser’s services to the FundFunds; and (fg) any material violation of the SubadviserSub-adviser’s code of ethics related to the Subadviser’s services to the Fundethics. (viii) Each of the parties to this Agreement agrees to cooperate with each other party to the extent permitted by applicable laws, regulations or orders in connection with any investigation or inquiry relating to this Agreement or the Trust. (ix) Each of the Subadviser and Investment Adviser hereby represents and warrants to the other that it has obtained all applicable licenses, permits, registrations and approvals that may be required in order to serve in its designated capacities with respect to the Fund, and shall continue to keep current such licenses, permits, registrations and approvals for so long as this Agreement is in effect. (x) The Investment Adviser represents and warrants that it has received a copy of the Subadviser’s Advanced Disclosure Statement (“Form ADV”) at least 48 hours prior to the execution of this Agreement and has delivered a copy of the same to the Trust, as required by applicable law.

Other Representations and Agreements. (i) Each of the parties hereto represents that the Agreement has been duly authorized, executed and delivered by all required corporate action. (ii) Each of the Subadviser and the Investment Adviser represents and warrants that it is an investment adviser duly registered with the Securities and Exchange Commission under the Advisers Act and a duly registered investment adviser in all jurisdictions in which it is required to be so registered, and will continue to be so registered for so long as this Agreement remains in effect. (iii) The Subadviser represents that it has adopted and implemented and shall maintain written policies and procedures with respect to its services pursuant to this Agreement that are reasonably designed to prevent violation of the Federal Securities Laws (as defined in Rule 38a-1 under the 1000 Xxx) and the Advisers Act and the rules thereunder as required by Rule 206(4)-7 under the Advisers Act. (iv) The Subadviser represents that it has adopted a written code of ethics that complies with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act, which it has provided to the Trust. The Subadviser represents that it has policies and procedures regarding the detection and prevention and the misuse of material, nonpublic information, whether concerning the Fund or otherwise, by the Subadviser and its employees as required by the Ixxxxxx Xxxxxxx and Securities Fraud Enforcement Act of 1988. (v) The Subadviser agrees to maintain for the term of this Agreement (and provide evidence thereof to the Fund or the Investment Adviser upon reasonable request) a blanket fidelity bond and professional liability (error and omissions) insurance in an amount reasonably acceptable to the Investment Adviser and the Board. (vi) The Subadviser agrees to comply with the requirements of the 1940 Act, the Advisers Act, the Securities Act of 1933, the Securities Exchange Act of 1934, the Commodity Exchange Act and the respective rules and regulations thereunder, as applicable, as well as with respect to all other applicable federal and state laws, rules, regulations and case law that relate to the services and relationships described in this Agreement and to the conduct of its business as a registered investment adviser. (vii) The Subadviser agrees to notify promptly the Investment Adviser and the Trust in writing of the occurrence of any event which could have a material impact on the performance of its duties under this Agreement, including but not limited to: (a) the occurrence of any event that could disqualify the Subadviser from serving as an investment adviser pursuant to Section 9 of the 1940 Act; (b) any material change to the Subadviser’s business activities that could have a material impact on the performance of its duties under this Agreement; (c) any event that would constitute a change of control of the Subadviser; (d) any change in the portfolio manager or portfolio management team; (e) the existence of any pending or threatened audit, investigation, examination, complaint or other inquiry (other than routine audits or regulatory examinations or inspections) material relating to the Subadviser’s services to the Fund; and (f) any material violation of the Subadviser’s code of ethics related to the Subadviser’s services to the Fundethics. (viii) Each of the parties to this Agreement agrees to cooperate with each other party to the extent permitted by applicable laws, regulations or orders in connection with any investigation or inquiry relating to this Agreement or the Trust. (ix) Each of the Subadviser and Investment Adviser hereby represents and warrants to the other that it has obtained all applicable licenses, permits, registrations and approvals that may be required in order to serve in its designated capacities Concurrently with respect to the Fund, and shall continue to keep current such licenses, permits, registrations and approvals for so long as this Agreement is in effect. (x) The Investment Adviser represents and warrants that it has received a copy of the Subadviser’s Advanced Disclosure Statement (“Form ADV”) at least 48 hours prior to the execution of this Agreement Agreement, the Subadviser is delivering to the Adviser and has delivered the Board, on behalf of the Fund, a copy of Part II of its Form ADV, as revised, on file with the same Securities and Exchange Commission. The Adviser and the Fund acknowledge receipt of such copy. The Subadviser has also delivered to the TrustAdviser and the Board, as required by applicable lawon behalf of the Fund, a copy of its Disclosure Document dated December 31, 2009, on file with the Commodity Futures Trading Commission. The Adviser and the Fund hereby acknowledge receipt of such copy.

Other Representations and Agreements. (i) Each of the parties hereto represents that the Agreement has been duly authorized, executed and delivered by all required corporate action. (ii) Each of the Subadviser and the Investment Adviser represents and warrants that it is an investment adviser duly registered with the Securities and Exchange Commission under the Advisers Act and a duly registered investment adviser in all jurisdictions in which it is required to be so registered, and will continue to be so registered for so long as this Agreement remains in effect. . (iii) The Subadviser represents that it has adopted and implemented and shall maintain written policies and procedures with respect to its services pursuant to this Agreement that are reasonably designed to prevent violation of the Federal Securities Laws (as defined in Rule 38a-1 under the 1000 Xxx) and the Advisers Act and the rules thereunder as required by Rule 206(4)-7 under the Advisers Act. (iv) The Subadviser represents that it has adopted a written code of ethics that complies with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act, which it has provided to the Trust. The Subadviser represents that it has policies and procedures regarding the detection and prevention and the misuse of material, nonpublic information, whether concerning the Fund or otherwise, by the Subadviser and its employees as required by the Ixxxxxx Xxxxxxx and Securities Fraud Enforcement Act of 1988. (v) The Subadviser agrees to maintain for the term of this Agreement (and provide evidence thereof to the Fund or the Investment Adviser upon reasonable request) a blanket fidelity bond and professional liability (error and omissions) insurance in an amount reasonably acceptable to the Investment Adviser and the Board. (vi) The Subadviser agrees to comply with the requirements of the 1940 Act, the Advisers Act, the Securities Act of 1933, the Securities Exchange Act of 1934, the Commodity Exchange Act and the respective rules and regulations thereunder, as applicable, as well as with respect to all other applicable federal and state laws, rules, regulations and case law that relate to the services and relationships described in this Agreement and to the conduct of its business as a registered investment adviser. (vii) The Subadviser agrees to notify promptly the Investment Adviser and the Trust in writing of the occurrence of any event which could have a material impact on the performance of its duties under this Agreement, including but not limited to: (a) the occurrence of any event that could disqualify the Subadviser from serving as an investment adviser pursuant to Section 9 of the 1940 Act; (b) any material change to the Subadviser’s business activities that could have a material impact on the performance of its duties under this Agreement; (c) any event that would constitute a change of control of the Subadviser; (d) any change changes in the persons required to be identified as portfolio manager or portfolio management teammanagers in the Fund’s Registration Statement; (e) the existence of any pending or threatened audit, investigation, examination, complaint or other inquiry (other than routine audits or regulatory examinations or inspections) material relating to the Subadviser’s services to the Fund; and (f) any material violation of the Subadviser’s code of ethics related relating to the Subadviser’s services to the Fund. (viii) Each of the parties to this Agreement agrees to cooperate with each other party to the extent permitted by applicable laws, regulations or orders in connection with any investigation or inquiry relating to this Agreement or the Trust. (ix) Each of the Subadviser and Investment Adviser hereby represents and warrants to the other that it has obtained all applicable licenses, permits, registrations and approvals that may be required in order to serve in its designated capacities with respect to the Fund, and shall continue to keep current such licenses, permits, registrations and approvals for so long as this Agreement is in effect. (x) The Investment Adviser represents and warrants that it has received a copy of the Subadviser’s Advanced Disclosure Statement (“Form ADV”) at least 48 hours prior to the execution of this Agreement and has delivered a copy of the same to the Trust, as required by applicable law.

Other Representations and Agreements. (i) Each of the parties hereto represents that the Agreement has been duly authorized, executed and delivered by all required corporate action. (ii) Each of the Subadviser and the Investment Adviser represents and warrants that it is an investment adviser duly registered with the Securities and Exchange Commission under the Advisers Act and a duly registered investment adviser in all jurisdictions in which it is required to be so registered, and will continue to be so registered for so long as this Agreement remains in effect. (iii) The Subadviser represents that it has adopted and implemented and shall maintain written policies and procedures with respect to its services pursuant to this Agreement that are reasonably designed to prevent violation of the Federal Securities Laws (as defined in Rule 38a-1 under the 1000 0000 Xxx) and the Advisers Act and the rules thereunder as required by Rule 206(4)-7 under the Advisers Act. (iv) The Subadviser represents that it has adopted a written code of ethics that complies with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act, which it has provided to the Trust. The Subadviser represents that it has policies and procedures regarding the detection and prevention and the misuse of material, nonpublic information, whether concerning the Fund Funds or otherwise, by the Subadviser and its employees as required by the Ixxxxxx Xxxxxxx and Securities Fraud Enforcement Act of 1988employees. (v) The Subadviser agrees to maintain for the term of this Agreement (and provide evidence thereof to the Fund Funds or the Investment Adviser upon reasonable request) a blanket fidelity bond and professional liability (error and omissions) insurance in an amount reasonably acceptable to the Investment Adviser and the Board. (vi) The Subadviser agrees to comply with the requirements of the 1940 Act, the Advisers Act, the Securities Act of 1933, the Securities Exchange Act of 1934, the Commodity Exchange Act and the respective rules and regulations thereunder, as applicable, as well as with respect to all other applicable federal and state laws, rules, regulations and case law that relate to the services and relationships described in this Agreement and to the conduct of its business as a registered investment adviser. (vii) The Subadviser agrees to notify promptly the Investment Adviser and the Trust in writing of the occurrence of any event which could is reasonably likely to have a material adverse impact on the performance of its duties under this Agreement, including but not limited to: (a) the occurrence disqualification of any event that could disqualify the Subadviser from serving as an investment adviser pursuant to Section 9 of the 1940 Act; (b) any material change to the Subadviser’s business activities that could have a material impact on the performance of its duties under this Agreement; (c) any event that would constitute a change of control of the Subadviser; (dc) any change in the portfolio manager or portfolio management team; (ed) the existence of any pending or threatened audit, investigation, examination, or complaint or other inquiry (other than routine audits or regulatory examinations or inspections) material relating to the Subadviser’s services to the FundFunds; and (fe) any material violation of the Subadviser’s code of ethics related to the Subadviser’s services to the affecting a Fund. (viii) Each of the parties to this Agreement agrees to cooperate reasonably with each other party to the extent permitted by applicable laws, regulations or orders in connection with any investigation or inquiry relating to this Agreement or the Trust. (ix) Each of the Subadviser and Investment Adviser hereby represents and warrants to the other that it has obtained all applicable licenses, permits, registrations and approvals that may be required in order to serve in its designated capacities with respect to the Fund, and shall continue to keep current such licenses, permits, registrations and approvals for so long as this Agreement is in effect. (x) The Investment Adviser represents and warrants that it has received a copy of the Subadviser’s Advanced Disclosure Statement (“Form ADV”) at least 48 hours prior to the execution of this Agreement and has delivered a copy of the same to the Trust, as required by applicable law.

Other Representations and Agreements. (i) Each of the parties hereto represents that the Agreement has been duly authorized, executed and delivered by all required corporate action. (ii) Each of the Subadviser and the Investment Adviser represents and warrants that it is an investment adviser duly registered with the Securities and Exchange Commission under the Advisers Act and a duly registered investment adviser in all jurisdictions in which it is required to be so registered, and will continue to be so registered for so long as this Agreement remains in effect. (iii) The Subadviser represents that it has adopted and implemented and shall maintain written policies and procedures with respect to its services pursuant to this Agreement that are reasonably designed to prevent violation of the Federal Securities Laws (as defined in Rule 38a-1 under the 1000 0000 Xxx) and the Advisers Act and the rules thereunder as required by Rule 206(4)-7 under the Advisers Act. (iv) The Subadviser represents that it has adopted a written code of ethics that complies with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act, which it has provided to the Trust. The Subadviser represents that it has policies and procedures regarding the detection and prevention and the misuse of material, nonpublic information, whether concerning the Fund or otherwise, by the Subadviser and its employees as required by the Ixxxxxx Xxxxxxx Xxxxxxx and Securities Fraud Enforcement Act of 1988. (v) The Subadviser agrees to maintain for the term of this Agreement (and provide evidence thereof to the Fund or the Investment Adviser upon reasonable request) a blanket fidelity bond and professional liability (error and omissions) insurance in an amount reasonably acceptable to the Investment Adviser and the Board. (vi) The Subadviser agrees to comply with the requirements of the 1940 Act, the Advisers Act, the Securities Act of 1933, the Securities Exchange Act of 1934, the Commodity Exchange Act and the respective rules and regulations thereunder, as applicableapplicable to the services provided by the Subadviser hereunder, as well as with respect to all other applicable federal and state laws, rules, regulations and case law that relate to the services and relationships described in this Agreement and to the conduct of its business as a registered investment adviser. (vii) The Subadviser agrees to notify promptly the Investment Adviser and the Trust in writing of the occurrence of any event which could have a material impact on the performance of its duties under this Agreement, including but not limited to: (a) the occurrence of any event that could disqualify the Subadviser from serving as an investment adviser pursuant to Section 9 of the 1940 Act; (b) any material change to the Subadviser’s business activities that could have a material impact on the performance of its duties under this Agreement; (c) any event that would constitute a change of control of the Subadviser; (d) any change in the portfolio manager or portfolio management team; (e) the existence of any pending or threatened audit, investigation, examination, complaint or other inquiry (other than routine audits or regulatory examinations or inspections) material relating to the Subadviser’s services to the Fund; and (f) any material violation of the Subadviser’s code of ethics related relating to the Subadviser’s services to management of the Fund. (viii) Each of the parties to this Agreement agrees to cooperate with each other party to the extent permitted by applicable laws, regulations or orders in connection with any investigation or inquiry relating to this Agreement or the Trust. (ix) Each of the Subadviser and Investment Adviser hereby represents and warrants to the other that it has obtained all applicable licenses, permits, registrations and approvals that may be required in order to serve in its designated capacities with respect to the Fund, and shall continue to keep current such licenses, permits, registrations and approvals for so long as this Agreement is in effect. (x) The Investment Adviser represents and warrants that it has received a copy of the Subadviser’s Advanced Disclosure Statement (“'s Form ADV”) at least 48 hours ADV prior to the execution of this Agreement and has delivered a copy of the same to the Trust, as required by applicable law.

Other Representations and Agreements. (i) Each of the parties hereto represents that the Agreement has been duly authorized, executed and delivered by all required corporate action. (ii) Each of the Subadviser and the Investment Adviser represents and warrants that it is an investment adviser duly registered with the Securities and Exchange Commission under the Advisers Act and a duly registered investment adviser in all jurisdictions in which it is required to be so registered, and will continue to be so registered for so long as this Agreement remains in effect. (iii) The Subadviser represents that it has adopted and implemented and shall maintain written policies and procedures with respect to its services pursuant to this Agreement that are reasonably designed to prevent violation of the Federal Securities Laws (as defined in Rule 38a-1 under the 1000 Xxx) and the Advisers Act and the rules thereunder as required by Rule 206(4)-7 under the Advisers Act. (iv) The Subadviser represents that it has adopted a written code of ethics that complies with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act, which it has provided to the Trust. The Subadviser represents that it has policies and procedures regarding the detection and prevention and the misuse of material, nonpublic information, whether concerning the Fund Funds or otherwise, by the Subadviser and its employees as required by the Ixxxxxx Xxxxxxx and Securities Fraud Enforcement Act of 1988. (v) The Subadviser agrees to maintain for the term of this Agreement (and provide evidence thereof to the Fund or the Investment Adviser upon reasonable request) a blanket fidelity bond and professional liability (error and omissions) insurance in an amount reasonably acceptable to the Investment Adviser and the Board. (vi) The Subadviser agrees to comply with the requirements of the 1940 Act, the Advisers Act, the Securities Act of 1933, the Securities Exchange Act of 1934, the Commodity Exchange Act and the respective rules and regulations thereunder, as applicable, as well as with respect to all other applicable federal and state laws, rules, regulations and case law that relate to the services and relationships described in this Agreement and to the conduct of its business as a registered investment adviser. (vii) The Subadviser agrees to notify promptly in a timely manner the Investment Adviser and the Trust in writing of the occurrence of any event which could have a material impact on the performance of its duties under this Agreement, including but not limited to: (a) the occurrence of any event that could disqualify the Subadviser from serving as an investment adviser pursuant to Section 9 of the 1940 Act; (b) any material change to the Subadviser’s business activities that could have a material impact on the performance of its duties under this Agreement; (c) any event that would constitute a change of control of the Subadviser; (d) any change in the portfolio manager or portfolio management team; (e) the existence of any pending or threatened audit, investigation, examination, complaint or other inquiry (other than routine audits or regulatory examinations or inspections) material relating to the Subadviser’s services to the Fund; and (f) any material violation of the Subadviser’s code of ethics related to the Subadviser’s services to the Fundethics. (viii) Each of the parties to this Agreement agrees to cooperate with each other party to the extent permitted by applicable laws, regulations or orders in connection with any investigation or inquiry relating to this Agreement or the Trust. (ix) Each of the Subadviser and Investment Adviser hereby represents and warrants to the other that it has obtained all applicable licenses, permits, registrations and approvals that may be required in order to serve in its designated capacities with respect to the Fund, and shall continue to keep current such licenses, permits, registrations and approvals for so long as this Agreement is in effect. (x) The Investment Adviser represents and warrants that it has received a copy of the Subadviser’s Advanced Disclosure Statement (“Form ADV”) at least 48 hours prior to the execution of this Agreement and has delivered a copy of the same to the Trust, as required by applicable law.

Other Representations and Agreements. (i) Each of the parties hereto represents that the Agreement has been duly authorized, executed and delivered by all required corporate action. (ii) Each of the Subadviser and the Investment Adviser represents and warrants that it is an investment adviser duly registered with the Securities and Exchange Commission under the Advisers Act and a duly registered investment adviser in all jurisdictions in which it is required to be so registered, and will continue to be so registered for so long as this Agreement remains in effect. (iii) The Subadviser represents that it has adopted and implemented and shall maintain written policies and procedures with respect to its services pursuant to this Agreement that are reasonably designed to prevent violation of the Federal Securities Laws (as defined in Rule 38a-1 under the 1000 0000 Xxx) and the Advisers Act and the rules thereunder as required by Rule 206(4)-7 under the Advisers Act. (iv) The Subadviser represents that it has adopted a written code of ethics that complies with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act, which it has provided to the Trust. The Subadviser represents that it has policies and procedures regarding the detection and prevention and the misuse of material, nonpublic information, whether concerning the Fund or otherwise, by the Subadviser and its employees as required by the Ixxxxxx Xxxxxxx and Securities Fraud Enforcement Act of 1988employees. (v) The Subadviser agrees to maintain for the term of this Agreement (and provide evidence thereof to the Fund or the Investment Adviser upon reasonable request) a blanket fidelity bond and professional liability (error and omissions) insurance in an amount reasonably acceptable to the Investment Adviser and the Board. (vi) The Subadviser agrees to comply with the requirements of the 1940 Act, the Advisers Act, the Securities Act of 1933, the Securities Exchange Act of 1934, the Commodity Exchange Act and the respective rules and regulations thereunder, as applicable, as well as with respect to all other applicable federal and state laws, rules, regulations and case law that relate to the services and relationships described in this Agreement and to the conduct of its business as a registered investment adviser. (vii) The Subadviser agrees to notify promptly the Investment Adviser and the Trust in writing of the occurrence of any event which could have a material impact on the performance of its duties under this Agreement, including but not limited to: (a) the occurrence disqualification of any event that could disqualify the Subadviser from serving as an investment adviser pursuant to Section 9 of the 1940 Act; (b) any material adverse change to the Subadviser’s business activities that could the Subadviser believes is likely to have a material impact on the performance of its duties under this Agreement; (c) the occurrence of any event that would constitute a change of control of the Subadviser; (d) any change in the identity of the portfolio manager or portfolio management team; (e) the existence of any pending or threatened audit, investigation, examination, complaint or other inquiry (other than routine audits or regulatory examinations or inspections) material to the Subadviser’s services to managers for the Fund; and (f) any material violation of the Subadviser’s code of ethics related to the Subadviser’s services to affecting the Fund. (viii) Each of the parties to this Agreement agrees to cooperate with each other party to the extent permitted by applicable laws, regulations or orders in connection with any investigation or inquiry relating to this Agreement or the Trust. (ix) Each of the Subadviser and Investment Adviser hereby represents and warrants to the other that it has obtained all applicable licenses, permits, registrations and approvals that may be required in order to serve in its designated capacities with respect to the Fund, and shall continue to keep current such licenses, permits, registrations and approvals for so long as this Agreement is in effect. (x) The Investment Adviser represents and warrants that it has received a copy of the Subadviser’s Advanced Disclosure Statement (“Form ADV”) at least 48 hours prior to the execution of this Agreement and has delivered a copy of the same to the Trust, as required by applicable law.

Other Representations and Agreements. (ia) Each of the parties hereto represents that the Agreement has been duly authorized, executed and delivered by all required corporate action. (ii) Each of the Subadviser and the Investment Adviser represents and warrants that it is an investment adviser duly registered with the Securities and Exchange Commission under the Advisers Act and a duly registered investment adviser in all jurisdictions in which it is required to be so registered, and will continue to be so registered for so long as this Agreement remains in effect. (iiib) The Subadviser represents that it has adopted and implemented and shall maintain written policies and procedures with respect to its services pursuant to this Agreement that are reasonably designed to prevent violation of the Federal Securities Laws (as defined in Rule 38a-1 under the 1000 0000 Xxx) and the Advisers Act and the rules thereunder as required by Rule 206(4)-7 under the Advisers Act. (ivc) The Subadviser represents that it has adopted a written code of ethics that complies with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act, which it has provided to the Trust. The Subadviser represents that it has policies and procedures regarding the detection and prevention and the misuse of material, nonpublic information, whether concerning the Fund or otherwise, by the Subadviser and its employees as required by the Ixxxxxx Xxxxxxx Xxxxxxx and Securities Fraud Enforcement Act of 1988. (vd) The Subadviser agrees to maintain for the term of this Agreement (and provide evidence thereof to the Fund or the Investment Adviser upon reasonable request) a blanket fidelity bond and professional liability (error and omissions) insurance in an amount reasonably acceptable to the Investment Adviser and the Board. (vi) The Subadviser agrees to comply with the requirements of the 1940 Act, the Advisers Act, the Securities Act of 1933, the Securities Exchange Act of 1934, the Commodity Exchange Act and the respective rules and regulations thereunder, as applicable, as well as with respect to all other applicable federal and state laws, rules, regulations and case law that relate to the services and relationships described in this Agreement and to the conduct of its business as a registered investment adviser. (viie) The Subadviser agrees to notify promptly the Investment Adviser and the Trust in writing of the occurrence of any event which could have a material impact on the performance of its duties under this Agreement, including but not limited to: (a) the occurrence of any event that could disqualify the Subadviser from serving as an investment adviser pursuant to Section 9 of the 1940 Act; (b) any material change to the Subadviser’s 's business activities that could have a material impact on the performance of its duties under this Agreement; (c) any event that would constitute a change of control of the Subadviser; (d) any change in the portfolio manager or portfolio management teammanagers for the Fund; (e) the existence of any pending or threatened audit, investigation, examination, complaint or other inquiry (other than routine audits or regulatory examinations or inspections) material relating to the Subadviser’s 's services to the Fund; and (f) any material violation of the Subadviser’s 's code of ethics related relating to the Subadviser’s 's services to the Fund. (viiif) Each of It is understood that the parties to this Agreement agrees to cooperate name "OppenheimerFunds, Inc." and "Main Street" or any derivative thereof or logo associated with each other party to those names are the extent permitted by applicable laws, regulations or orders in connection with any investigation or inquiry relating to this Agreement or the Trust. (ix) Each valuable property of the Subadviser and that the Investment Adviser hereby represents and warrants the Trust have the right to use such name (or derivative or logo), in the Trust's prospectus, SAI and registration statement or other that it has obtained all filings, forms or reports required under applicable licensesstate or federal securities, permitsinsurance, registrations and approvals that may be required in order to serve in its designated capacities with respect to the Fundor other law, and shall continue to keep current such licenses, permits, registrations and approvals for so long as this Agreement the Subadviser is in effect. (x) The a Subadviser to one or more Funds of the Trust. Neither the Trust nor the Investment Adviser represents and warrants that it has received a copy shall use the Subadviser's name or logo in promotional or sales related materials prepared by or on behalf of the Subadviser’s Advanced Disclosure Statement (“Form ADV”) at least 48 hours prior to the execution of this Agreement and has delivered a copy of the same to Investment Adviser or the Trust, without prior review and written approval by the Subadviser. Upon termination of this Agreement, the Trust and the Investment Adviser shall forthwith cease to use such name (or logo), except as required by applicable lawlaw relating to the historical relationship.

Other Representations and Agreements. (i) Each of the parties hereto represents that the Agreement has been duly authorized, executed and delivered by all required corporate action. (ii) Each of the Subadviser and the Investment Adviser represents and warrants that it is an investment adviser duly registered with the Securities and Exchange Commission under the Advisers Act and a duly registered investment adviser in all jurisdictions in which it is required to be so registered, and will continue to be so registered for so long as this Agreement remains in effect. (iii) The Subadviser represents that it has adopted and implemented and shall maintain written policies and procedures with respect to its services pursuant to this Agreement that are reasonably designed to prevent violation of the Federal Securities Laws (as defined in Rule 38a-1 under the 1000 Xxx) and the Advisers Act and the rules thereunder as required by Rule 206(4)-7 under the Advisers Act. (iv) The Subadviser represents that it has adopted a written code of ethics that complies with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act, which it has provided to the Trust. The Subadviser represents that it has policies and procedures regarding the detection and prevention and the misuse of material, nonpublic information, whether concerning the Fund or otherwise, by the Subadviser and its employees as required by the Ixxxxxx Xxxxxxx and Securities Fraud Enforcement Act of 1988. (v) The Subadviser agrees to maintain for the term of this Agreement (and provide evidence thereof to the Fund or the Investment Adviser upon reasonable request) a blanket fidelity bond and professional liability (error and omissions) insurance in an amount reasonably acceptable to the Investment Adviser and the Board. (vi) The Subadviser agrees to comply with the requirements of the 1940 Act, the Advisers Act, the Securities Act of 1933, the Securities Exchange Act of 1934, the Commodity Exchange Act and the respective rules and regulations thereunder, as applicable, as well as with respect to all other applicable federal and state laws, rules, regulations and case law that relate to the services and relationships described in this Agreement and to the conduct of its business as a registered investment adviser. (vii) The Subadviser agrees to notify promptly the Investment Adviser and the Trust in writing of the occurrence of any event which could have a material impact on the performance of its duties under this Agreement, including but not limited to: (a) the occurrence of any event that could disqualify the Subadviser from serving as an investment adviser pursuant to Section 9 of the 1940 Act; (b) any material change to the Subadviser’s business activities that could have a material impact on the performance of its duties under this Agreement; (c) any event that would constitute a change of control of the Subadviser; (d) any change in the portfolio manager or portfolio management team; (e) the existence of any pending or threatened audit, investigation, examination, complaint or other inquiry (other than routine audits or regulatory examinations or inspections) material relating to the Subadviser’s services to the Fund; and (f) any material violation of the Subadviser’s code of ethics related to the Subadviser’s services to the Fundethics. (viii) Each of the parties to this Agreement agrees to cooperate with each other party to the extent permitted by applicable laws, regulations or orders in connection with any investigation or inquiry relating to this Agreement or the Trust. (ix) Each of the Subadviser and Investment Adviser hereby represents and warrants to the other that it has obtained all applicable licenses, permits, registrations and approvals that may be required in order to serve in its designated capacities Concurrently with respect to the Fund, and shall continue to keep current such licenses, permits, registrations and approvals for so long as this Agreement is in effect. (x) The Investment Adviser represents and warrants that it has received a copy of the Subadviser’s Advanced Disclosure Statement (“Form ADV”) at least 48 hours prior to the execution of this Agreement Agreement, the Subadviser is delivering to the Adviser and has delivered the Board, on behalf of the Fund, a copy of Part II of its Form ADV, as revised, on file with the same Securities and Exchange Commission. The Adviser and the Fund acknowledge receipt of such copy. The Subadviser has also delivered to the TrustAdviser and the Board, as required by applicable lawon behalf of the Fund, a copy of its Disclosure Document dated March 1, 2006, on file with the Commodity Futures Trading Commission. The Adviser and the Fund hereby acknowledge receipt of such copy.

Other Representations and Agreements. (i) Each of the parties hereto represents that the Agreement has been duly authorized, executed and delivered by all required corporate action. (ii) Each of the Subadviser and the Investment Adviser represents and warrants that it is an investment adviser duly registered with the Securities and Exchange Commission under the Advisers Act and a duly registered investment adviser in all jurisdictions in which it is required to be so registered, and will continue to be so registered for so long as this Agreement remains in effect. (iii) The Subadviser represents that it has adopted and implemented and shall maintain written policies and procedures with respect to its services pursuant to this Agreement that are reasonably designed to prevent violation of the Federal Securities Laws (as defined in Rule 38a-1 under the 1000 0000 Xxx) and the Advisers Act and the rules thereunder as required by Rule 206(4)-7 under the Advisers Act. (iv) The Subadviser represents that it has adopted a written code of ethics that complies with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act, which it has provided to the Trust. The Subadviser represents that it has policies and procedures regarding the detection and prevention and the misuse of material, nonpublic information, whether concerning the Fund or otherwise, by the Subadviser and its employees as required by the Ixxxxxx Xxxxxxx Xxxxxxx and Securities Fraud Enforcement Act of 1988. (v) The Subadviser agrees to maintain for the term of this Agreement (and provide evidence thereof to the Fund or the Investment Adviser upon reasonable request) a blanket fidelity bond and professional liability (error and omissions) insurance in an amount reasonably acceptable to the Investment Adviser and the Board. (vi) The Subadviser agrees to comply with the requirements of the 1940 Act, the Advisers Act, the Securities Act of 1933, the Securities Exchange Act of 1934, the Commodity Exchange Act and the respective rules and regulations thereunder, as applicable, as well as with respect to all other applicable federal and state laws, rules, regulations and case law that relate to the services and relationships described in this Agreement and to the conduct of its business as a registered investment adviser. (vii) The Subadviser agrees to notify promptly the Investment Adviser and the Trust in writing of the occurrence of any event which could have a material impact on the performance of its duties under this Agreement, including but not limited to: (a) the occurrence of any event that could disqualify the Subadviser from serving as an investment adviser pursuant to Section 9 of the 1940 Act; (b) any material change to the Subadviser’s business activities that could have a material impact on the performance of its duties under this Agreement; (c) any event that would constitute a change of control of the Subadviser; (d) any change in the portfolio manager or portfolio management team; (e) the existence of any pending or threatened audit, investigation, examination, complaint or other inquiry (other than routine audits or regulatory examinations or inspections) material relating to the Subadviser’s services to the Fund; and (f) any material violation of the Subadviser’s code of ethics related to the Subadviser’s services to the Fundethics. (viii) Each of the parties to this Agreement agrees to cooperate with each other party to the extent permitted by applicable laws, regulations or orders in connection with any investigation or inquiry relating to this Agreement or the Trust. (ix) Each of the Subadviser and Investment Adviser hereby represents and warrants to the other that it has obtained all applicable licenses, permits, registrations and approvals that may be required in order to serve in its designated capacities Concurrently with respect to the Fund, and shall continue to keep current such licenses, permits, registrations and approvals for so long as this Agreement is in effect. (x) The Investment Adviser represents and warrants that it has received a copy of the Subadviser’s Advanced Disclosure Statement (“Form ADV”) at least 48 hours prior to the execution of this Agreement Agreement, the Subadviser is delivering to the Adviser and has delivered the Board, on behalf of the Fund, a copy of Part II of its Form ADV, as revised, on file with the same Securities and Exchange Commission. The Adviser and the Fund acknowledge receipt of such copy. The Subadviser has also delivered to the TrustAdviser and the Board, as required by applicable lawon behalf of the Fund, a copy of its Disclosure Document dated January 31, 2008, on file with the Commodity Futures Trading Commission. The Adviser and the Fund hereby acknowledge receipt of such copy.

Other Representations and Agreements. (i) Each of the parties hereto represents that the Agreement has been duly authorized, executed and delivered by all required corporate action. (ii) Each of the Subadviser and the Investment Adviser represents and warrants that it is an investment adviser duly registered with the Securities and Exchange Commission under the Advisers Act and a duly registered investment adviser in all jurisdictions in which it is required to be so registered, and will continue to be so registered for so long as this Agreement remains in effect. (iii) The Subadviser represents that it has adopted and implemented and shall maintain written policies and procedures with respect to its services pursuant to this Agreement that are reasonably designed to prevent violation of the Federal Securities Laws (as defined in Rule 38a-1 under the 1000 0000 Xxx) and the Advisers Act and the rules thereunder as required by Rule 206(4)-7 under the Advisers Act. (iv) The Subadviser represents that it has adopted a written code of ethics that complies with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act, which it has provided to the Trust. The Subadviser represents that it has policies and procedures regarding the detection and prevention and the misuse of material, nonpublic information, whether concerning the Fund or otherwise, by the Subadviser and its employees as required by the Ixxxxxx Xxxxxxx Xxxxxxx and Securities Fraud Enforcement Act of 1988. (v) The Subadviser agrees to maintain for the term of this Agreement (and provide evidence thereof to the Fund or the Investment Adviser upon reasonable request) a blanket fidelity bond and professional liability (error and omissions) insurance in an amount reasonably acceptable to the Investment Adviser and the Board. (vi) The Subadviser agrees to comply with the requirements of the 1940 Act, the Advisers Act, the Securities Act of 1933, the Securities Exchange Act of 1934, the Commodity Exchange Act and the respective rules and regulations thereunder, as applicable, as well as with respect to all other applicable federal and state laws, rules, regulations and case law that relate to the services and relationships described in this Agreement and to the conduct of its business as a registered investment adviser. (vii) The Subadviser agrees to notify promptly the Investment Adviser and the Trust in writing of the occurrence of any event which could have a material impact on the performance of its duties under this Agreement, including but not limited to: (a) the occurrence of any event that could disqualify the Subadviser from serving as an investment adviser pursuant to Section 9 of the 1940 Act; (b) any material change to the Subadviser’s business activities that could have a material impact on the performance of its duties under this Agreement; (c) any event that would constitute a change of control of the Subadviser; (d) any change changes in the persons required to be identified as portfolio manager or portfolio management teammanagers in the Fund’s Registration Statement; (e) the existence of any pending or threatened audit, investigation, examination, complaint or other inquiry (other than routine audits or regulatory examinations or inspections) material relating to the Subadviser’s services to the Fund; and (f) any material violation of the Subadviser’s code of ethics related relating to the Subadviser’s services to the Fund. (viii) Each of the parties to this Agreement agrees to cooperate with each other party to the extent permitted by applicable laws, regulations or orders in connection with any investigation or inquiry relating to this Agreement or the Trust. (ix) Each of the Subadviser and Investment Adviser hereby represents and warrants to the other that it has obtained all applicable licenses, permits, registrations and approvals that may be required in order to serve in its designated capacities with respect to the Fund, and shall continue to keep current such licenses, permits, registrations and approvals for so long as this Agreement is in effect. (x) The Investment Adviser represents and warrants that it has received a copy of the Subadviser’s Advanced Disclosure Statement (“Form ADV”) at least 48 hours prior to the execution of this Agreement and has delivered a copy of the same to the Trust, as required by applicable law.