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 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 statutory 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 '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 '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 Subadviser as follows: (a) it is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation, and is qualified in each jurisdiction in which failure to be so qualified would reasonably be expected to have a material adverse effect upon it. (b) it has all requisite power and authority to enter into and perform its obligations under this Agreement and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement. The Adviser further represents that this Agreement has been duly and validly executed and delivered by it and is enforceable against it in accordance with its terms. (c) the investments contemplated under this Agreement do not violate, and are consistent in all material respects with, the investment management agreement(s) and any investment guidelines, objectives, restrictions, policies, procedures and any and all laws applicable to the Adviser (or any of its officials in their respective capacities as such), and its property (including any restrictions on leverage or speculation, if applicable) including, without limitation, the 1940 Act and the Advisers Act. (d) it has all governmental, regulatory, self-regulatory, and exchange licenses, registrations, memberships, and approvals required to act as investment adviser to the Fund and it will obtain and maintain any such required licenses, registrations, memberships, and approval. (e) it is registered as an investment adviser under the Advisers Act. (f) it is registered with the CFTC as a commodity pool operator and that it is a member of the National Futures Association in such capacity. The Adviser represents, warrants and agrees that it will operate the Fund in compliance with CFTC Rule 4.12(c)(3) and it will operate the Subsidiary in compliance with CFTC Rule 4.7. The Adviser represents and warrants that the Fund is a “qualified eligible person” as defined in CFTC Rule 4.7 and that the Adviser and the Fund consent to the Subadviser Assets being treated as an exempt account under CFTC Rule 4.7. The Adviser further represents that the Fund is an “eligible contract participant” as defined Section 1a(18) of the Commodity Exchange Act and in CFTC Rule 1.3(m). (g) it: (a) will continue to be registered in accordance with (v) and (vi), above, for so long as this Agreement remains in effect; (b) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (c) has appointed a Chief Compliance Officer under Rule 206(4)-7 under the Advisers Act; (d) has met and will seek to continue to meet for so long as this Agreement remains in effect, any applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, with which the failure to comply would reasonably be expected to result in a material adverse effect on the Adviser’s ability to provide services to the Fund; and (e) will promptly notify the Sub-Adviser Subadviser of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an a registered investment company pursuant to Section 9(a) of the 1940 Act or otherwise;Act. (bh) The Fund is registered as an investment company it has the authority under the 1940 Act Advisory Agreement to appoint the Subadviser. (i) it has received a copy of Parts 2A and shall maintain such registration in good standing throughout 2B of the term Subadviser’s Form ADV prior to the execution of this Agreement. (cj) The Adviser to the best of the Adviser’s knowledge, there are no material pending, threatened, or contemplated actions, suits, proceedings, or investigations before or by any court, governmental, administrative or self-regulatory body, board of trade, exchange, or arbitration panel to which it or any of its directors, officers, employees, partners, shareholders, members or principals, or any of its affiliates is a corporation duly organized party or to which it or its affiliates or any of its or its affiliates’ assets are subject which would in each case reasonably be expected to result in a material adverse effect on the Adviser’s ability to provide services to the Fund, nor has the Adviser or any of its affiliates received any notice of an investigation, inquiry, or dispute by any court, governmental, administrative, or self-regulatory body, board of trade, exchange, or arbitration panel regarding any of its or their activities which in each case would reasonably be expected to result in a material adverse effect on the Adviser’s ability to provide services to the Fund, or a material adverse change in the Adviser’s financial or business prospects that would reasonably be expected to materially impair the Adviser’s ability to discharge its obligations under this Agreement. (k) it shall promptly notify the Subadviser of any changes in the key personnel who are the principal executive officers of the Adviser. It shall promptly notify the Subadviser and validly existing the Trust of any event that could reasonably be deemed, once consummated, to result in a change in control of the Adviser as such term is defined under the laws of the State of Ohio with the power to own and possess its assets and carry on its business 1940 Act as soon as it is now being conducted;reasonably becomes aware of such potential change in control. (dl) The execution, delivery and performance the information provided by the Adviser to the Subadviser in writing shall not, to the knowledge of this Agreement are within the Adviser’s powers and have been duly authorized, and no action by contain an untrue statement of a material fact or in respect ofomit to state a material fact necessary to make the information not misleading. (m) if, or filing with, at any governmental body, agency or official is required on time during the part of the Adviser for the execution, delivery and performance by the Adviser term of this Agreement, it discovers any fact or omission, or any event or change of circumstances has occurred, which would make any of its representations and warranties in this Agreement inaccurate or incomplete in any material respect, it will provide prompt written notification to the Subadviser of such fact, omission, event, or change of circumstance, and the executionfacts related thereto, delivery and performance by it is agreed that the Adviser failure to provide such notification of the failure to continue to be in compliance with the foregoing representations and warranties shall be deemed a material breach 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 timeAgreement.

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 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

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 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 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 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.