Common use of Representations and Warranties of Adviser Clause in Contracts

Representations and Warranties of Adviser. The Adviser represents and warrants to the Sub-Adviser as follows: (a) The Adviser is registered as an investment adviser under the Advisers Act and will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; (b) The Fund is registered as an investment company under the 1940 Act and shall maintain such registration in good standing throughout the term of this Agreement. (c) The Adviser is a corporation duly organized and validly existing under the laws of the State of Ohio with the power to own and possess its assets and carry on its business as it is now being conducted; (d) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorized, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; (e) This Agreement is a valid and binding agreement of the Adviser; (f) The Adviser agrees to observe and comply with Rule 17j-1 under the 1940 Act and the Adviser’s Code of Ethics as may be amended from time to time.

Representations and Warranties of Adviser. The Adviser represents and warrants to the Sub-Adviser as follows: (a) The Adviser is registered as an investment adviser under the Advisers Act and will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; (b) The Fund is registered as an investment company under the 1940 Act and shall maintain such registration in good standing throughout the term of this Agreement. (c) The Adviser is a corporation duly organized and validly existing under the laws of the State of Ohio with the power to own and possess its assets and carry on its business as it is now being conducted; (d) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s 's powers and have been duly authorized, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s 's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; (e) This Agreement is a valid and binding agreement of the Adviser; (f) The Adviser agrees to observe and comply with Rule 17j-1 under the 1940 Act and the Adviser’s 's Code of Ethics as may be amended from time to time.

Representations and Warranties of Adviser. The Adviser represents and warrants to the Sub-Adviser Subadviser as follows: (a) The Adviser is registered as an investment adviser under the Advisers Act and will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwiseAct; (b) The Fund is registered as an investment company under the 1940 Act and shall maintain such registration in good standing throughout the term of this Agreement. (c) The Adviser is a corporation limited liability company duly organized and validly existing under the laws of the State of Ohio New York with the power to own and possess its assets and carry on its business as it is now being conductedconducted and as proposed to be conducted hereunder; (dc) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorizedauthorized by all necessary action on the part of its directors, shareholders or managing unitholder, and no action by by, or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a violation of, or a material default under under, (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; (e) This Agreement is a valid and binding agreement of the Adviser; (fd) The Adviser agrees acknowledges that it received a copy of the Subadviser’s Form ADV prior to observe the execution of this Agreement; and (e) The Adviser and comply the Fund have duly entered into the Advisory Agreement in accordance with Rule 17j-1 under the requirements of Section 15 of the 1940 Act and pursuant to which the Fund authorized the Adviser to delegate certain of its duties under the Advisory Agreement to other investment advisers, including without limitation, the appointment of a subadviser with respect to assets of the Fund, including without limitation the Adviser’s Code of Ethics as may be amended from time to timeentering into and performing this Agreement.

Representations and Warranties of Adviser. The Adviser represents and warrants to the Sub-Adviser Subadviser as follows: (a) The Adviser is registered as an investment adviser under the Advisers Act and will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwiseAct; (b) The Fund is registered as an investment company under the 1940 Act and shall maintain such registration in good standing throughout the term of this Agreement. (c) The Adviser is a corporation limited liability company duly organized and validly existing under the laws of the State of Ohio Delaware with the power to own and possess its assets and carry on its business as it is now being conductedconducted and as proposed to be conducted hereunder; (dc) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorizedauthorized by all necessary action on the part of its members or shareholders, and no action by by, or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a violation of, or a material default under under, (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; (d) It received a copy of the Subadviser’s Form ADV at least 48 hours prior to the execution of this Agreement; (e) This The Adviser and the Trust have duly entered into the Management Agreement is pursuant to which the Trust authorized the Adviser to delegate certain of its duties under the Management Agreement to other investment advisers, including without limitation, the appointment of a valid and binding agreement subadviser with respect to assets of the Fund and the Adviser;’s entering into and performing this Agreement; and (f) The Adviser agrees to observe and comply with Fund is a “qualified institutional buyer” as defined in Rule 17j-1 144A under the 1940 Securities Act and the Adviser’s Code by virtue of Ethics being a member of a “family of funds” as may be amended from time to time.defined in Rule 144A.

Representations and Warranties of Adviser. The Adviser represents and warrants to the Sub-Adviser Trust as follows: (a) : The Adviser is registered as an investment adviser under the Advisers Act and will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; (b) The Fund is registered as an investment company under the 1940 Act and shall maintain such registration in good standing throughout the term of this Agreement. (c) Act; The Adviser is a corporation business trust duly organized and organized, validly existing and in good standing under the laws of the State of Ohio Delaware with the power to own and possess its assets and carry on its business as it is now being conducted; (d) ; The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorizedauthorized by all necessary action on the part of its shareholders and/or trustees, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; (e) This Agreement ; The Form ADV of the Adviser provided to the Trust is a valid true and binding agreement complete copy of the form, including that part or parts of the Form ADV filed with the SEC, that part or parts maintained in the records of the Adviser; (f) The Adviser agrees , and/or that part or parts provided or offered to observe and comply with Rule 17j-1 clients, in each case as required under the 1940 Advisers Act and rules thereunder, and the Adviser’s Code information contained in such Form ADV is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of Ethics as may be amended from time to timethe circumstances under which they were made, not misleading.

Representations and Warranties of Adviser. The Adviser represents and warrants to the Sub-Adviser Trust as follows: (a) The Adviser is registered as an investment adviser under the Advisers Act and will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwiseAct; (b) The Fund is registered as an investment company under the 1940 Act and shall maintain such registration in good standing throughout the term of this Agreement. (c) The Adviser is a corporation duly organized and validly existing under the laws of the State of Ohio with the power to own and possess its assets and carry on its business as it is now being conducted; (dc) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s 's powers and have been duly authorizedauthorized by all necessary action on the part of its shareholders, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s 's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; (ed) This Agreement The Form ADV of the Adviser previously provided to the Trust is a valid true and binding agreement complete copy of the Adviser; (f) The Adviser agrees to observe and comply form filed with Rule 17j-1 under the 1940 Act SEC and the Adviser’s Code information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of Ethics as may be amended from time to timethe circumstances under which they were made, not misleading.

Representations and Warranties of Adviser. The Adviser represents and warrants to the Sub-Adviser Subadviser as follows: (a) The Adviser is registered as an investment adviser under the Advisers Act and will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwiseAct; (b) The Fund is registered as an investment company Adviser has filed a notice of exemption pursuant to Section 4.14 under the 1940 Act CEA with the CFTC and shall maintain such registration in good standing throughout the term of this Agreement.National Futures Association; (c) The Adviser is a corporation duly organized and validly existing under the laws of the State of Ohio with the power to own and possess its assets and carry on its business as it is now being conducted; (d) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s 's powers and have been duly authorizedauthorized by all necessary action on the part of its shareholders or directors, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s 's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; (e) This Agreement The Form ADV of the Adviser previously provided to the Subadviser is a valid true and binding agreement complete copy of the Adviser; (f) The Adviser agrees to observe and comply form filed with Rule 17j-1 under the 1940 Act SEC and the Adviser’s Code of Ethics as may be amended from time information contained therein is accurate and complete in all material respects and does not omit to time.state any material fact

Representations and Warranties of Adviser. The Adviser represents and warrants to the Sub-Adviser Subadviser, as follows: (a) The Adviser is registered as an investment adviser under the Advisers Act and will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwiseAct; (b) The Fund is registered as an investment company under the 1940 Act and shall maintain such registration in good standing throughout the term of this Agreement. (c) The Adviser is a corporation duly organized and validly existing under the laws of the State of Ohio Illinois with the power to own and possess its assets and carry on its business as it is now being conducted; (dc) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s its powers and have been duly authorizedauthorized by all necessary action, and Adviser has caused to be taken all necessary action under the Advisory Agreement and the 1940 Act to authorize the retention of Subadviser under this Agreement, and no action by or in respect of, or filing with, with any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, Agreement and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision provisions of applicable law, rule or regulation, (ii) the Adviser’s Adviser governing instruments, instruments or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; (ed) This Agreement is a valid and binding agreement of the Adviser;; and (fe) The Adviser has provided to Subadviser the Corporation’s current Registration Statement on Form N-1A relating to the Fund, and agrees to observe promptly provide Subadviser with all supplements or amendments thereto relating to the Fund and comply with Rule 17j-1 under to advise Subadviser promptly in writing of any changes in the 1940 Act and the AdviserFund’s Code of Ethics as may be amended from time to timeinvestment policies or restrictions.

Representations and Warranties of Adviser. The Adviser represents and warrants to the Sub-Adviser Subadviser as follows: (a) The Adviser is registered as an investment adviser under the Advisers Act and will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwiseAct; (b) The Fund is registered as an investment company under the 1940 Act and shall maintain such registration in good standing throughout the term of this Agreement. (c) The Adviser is a corporation limited liability company duly organized and validly existing under the laws of the State of Ohio Delaware with the power to own and possess its assets and carry on its business as it is now being conductedconducted and as proposed to be conducted hereunder; (dc) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorizedauthorized by all necessary action on the part of its directors, shareholders or managing unitholder, and no action by by, or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a violation of, or a material default under under, (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; (e) This Agreement is a valid and binding agreement of the Adviser; (fd) The Adviser agrees acknowledges that it received a copy of the Subadviser’s Form ADV prior to observe the execution of this Agreement; and (e) The Adviser and comply the Fund have duly entered into the Interim Advisory Agreement in accordance with Rule 17j-1 under the requirements of Section 15 of the 1940 Act and pursuant to which the Fund authorized the Adviser to delegate certain of its duties under the Interim Advisory Agreement to other investment advisers, including without limitation, the appointment of a subadviser with respect to assets of the Fund, including without limitation the Adviser’s Code of Ethics as may be amended from time to timeentering into and performing this Agreement.

Representations and Warranties of Adviser. The Adviser represents and warrants to the Sub-Adviser Subadviser as follows: (a) The Adviser is registered as an investment adviser under the Advisers Act and will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwiseAct; (b) The Fund is registered as an investment company Adviser has filed a notice of exemption pursuant to Rule 4.14 under the 1940 Act CEA with the CFTC and shall maintain the NFA or is not required to file such registration in good standing throughout the term of this Agreement.exemption; (c) The Adviser is a corporation duly organized and validly existing under the laws of the State of Ohio with the power to own and possess its assets and carry on its business as it is now being conducted; (d) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s 's powers and have been duly authorizedauthorized by all necessary action on the part of its shareholders or directors, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s 's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; (e) This Agreement The Form ADV of the Adviser previously provided to the Subadviser is a valid true and binding agreement complete copy of the Adviser; (f) The Adviser agrees to observe and comply form filed with Rule 17j-1 under the 1940 Act SEC and the Adviser’s Code of Ethics as may be amended from time information contained therein is accurate and complete in all material respects and does not omit to time.state any material fact

Representations and Warranties of Adviser. The Adviser represents and warrants to the Sub-Adviser Subadviser as follows: (a) The Adviser is registered as an investment adviser under the Advisers Act and will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwiseAct; (b) The Fund is registered as an investment company under the 1940 Act and shall maintain such registration in good standing throughout the term of this Agreement. (c) The Adviser is a corporation limited liability company duly organized and validly existing under the laws of the State of Ohio Delaware with the power to own and possess its assets and carry on its business as it is now being conductedconducted and as proposed to be conducted hereunder; (dc) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorizedauthorized by all necessary action on the part of its directors, shareholders or managing unitholder, and no action by by, or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a violation of, or a material default under under, (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; (e) This Agreement is a valid and binding agreement of the Adviser; (fd) The Adviser agrees acknowledges that it received a copy of the Subadviser’s Form ADV prior to observe the execution of this Agreement; and (e) The Adviser and comply the Fund have duly entered into the Advisory Agreement in accordance with Rule 17j-1 under the requirements of Section 15 of the 1940 Act and pursuant to which the Fund authorized the Adviser to delegate certain of its duties under the Advisory Agreement to other investment advisers, including without limitation, the appointment of a subadviser with respect to assets of the Fund, including without limitation the Adviser’s Code of Ethics as may be amended from time to timeentering into and performing this Agreement.

Representations and Warranties of Adviser. The Adviser represents and warrants to the Sub-Adviser Subadviser as follows: (a) The Adviser is registered as an investment adviser under the Advisers Act and will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwiseAct; (b) The Fund is registered as an investment company Adviser has filed a notice of exemption pursuant to Rule 4.14 under the 1940 Act CEA with the CFTC and shall maintain such registration in good standing throughout the term of this Agreement.National Futures Association; (c) The Adviser is a corporation duly organized and validly existing under the laws of the State of Ohio with the power to own and possess its assets and carry on its business as it is now being conducted; (d) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s 's powers and have been duly authorizedauthorized by all necessary action on the part of its shareholders or directors, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s 's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; (e) This Agreement The Form ADV of the Adviser previously provided to the Subadviser is a valid true and binding agreement complete copy of the Adviser; (f) The Adviser agrees to observe and comply form filed with Rule 17j-1 under the 1940 Act SEC and the Adviser’s Code of Ethics as may be amended from time information contained therein is accurate and complete in all material respects and does not omit to time.state any material fact

Representations and Warranties of Adviser. The Adviser ----------------------------------------- represents and warrants to the Sub-Adviser Subadviser as follows: (a) The Adviser is registered as an investment adviser under the Advisers Act and will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwiseAct; (b) The Fund is registered as an investment company under the 1940 Act and shall maintain such registration in good standing throughout the term of this Agreement. (c) The Adviser is a corporation duly organized and validly existing under the laws of the State of Ohio Delaware with the power to own and possess its assets and carry on its business as it is now being conducted; (dc) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s 's powers and have been duly authorizedauthorized by its Board of Directors or shareholders, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s 's governing instruments, or (iii) any material agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; (d) The Form ADV of the Adviser previously provided to the Subadviser is a true and complete copy of the form filed with the SEC and the information contained therein is accurate and complete in all material respects; (e) This Agreement is The Adviser acknowledges that it has received a valid and binding agreement copy of the AdviserSubadviser's Form ADV prior to the execution of this Agreement; (f) The Adviser agrees Trust is in compliance in all material respects, and during the term of this Agreement will remain in compliance in all material respects, with all federal and state laws, rules and regulations applicable to observe and comply with Rule 17j-1 under the 1940 Act Trust and the Adviser’s Code operation of Ethics as may be amended from time its business (other than those related to time.investment objectives, policies and restrictions over which the Subadviser has discretion pursuant to the terms hereof), including, without limitation, applicable disclosure and filing obligations for prospectuses, statements of additional information, registration statements, periodic reports to shareholders and regulatory bodies, proxy statements and promotional materials and advertisements; and