Common use of Representations and Warranties of Sub-Adviser Clause in Contracts

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Trust as follows: a. The Sub-Adviser is registered with the SEC as an investment adviser under the Advisers Act and will continue to be so registered so long as this Agreement remains in effect; b. The Sub-Adviser will promptly notify the Adviser of the occurrence of any event that would substantially impair the Sub-Adviser’s ability to fulfill its commitment under this Agreement or disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act. The Sub-Adviser will also promptly notify the Trust and the Adviser if it, or any of its supervised persons (as such term is defined in the Advisers Act) receives notice of any action, suit, proceeding or investigation, at law or in equity, before or by any court, government agency, self-regulatory organization, public board or body, involving the affairs of the Fund or relating to the investment advisory services of the Sub-Adviser provided pursuant to this Agreement (other than any routine regulatory examinations); c. The Sub-Adviser will notify the Adviser promptly upon detection of (a) any material failure to manage the Fund(s) in accordance with the Fund(s)’ stated investment objectives, guidelines and policies or any applicable law or regulation; or

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents represents, warrants and warrants to the Adviser and the Trust as follows: a. The Sub-Adviser agrees that it is registered with the SEC Securities and Exchange Commission under the Advisers Act. Sub-Adviser will notify Adviser immediately if Sub-Adviser ceases to be so registered as an investment adviser adviser. Sub-Adviser: (a) is duly organized and validly existing under the laws of the state of its organization with the power to own and possess its assets and carry on its business as it is now being conducted, (b) has the authority to enter into and perform the services contemplated by this Agreement, (c) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement, (d) has met, and will continue to seek to meet for the duration of this Agreement, any other applicable federal or state requirements, and the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be so registered so long as met in order to perform its services under this Agreement remains in effect; b. The Sub-Adviser Agreement, (e) will promptly notify the Adviser Fund of the occurrence of any event that would substantially impair the Sub-Adviser’s ability to fulfill its commitment under this Agreement or disqualify the Sub-Adviser it from serving as an investment adviser of to an investment company pursuant to Section 9(a) of the 1940 Act, and (f) will notify the Fund of any change in the controlling shareholders of the Sub-Adviser, or any change in ownership constituting an “assignment” for purposes of the 1940 Company Act, within a reasonable time after such change. The In addition, Sub-Adviser represents that it has provided Adviser and the Fund with a copy of Sub-Adviser’s Form ADV Part II. Sub-Adviser will also promptly notify the Trust and the furnish Adviser from time to time with copies of all material amendments to its Form ADV, if it, or any of its supervised persons (as such term is defined in the Advisers Act) receives notice of any action, suit, proceeding or investigation, at law or in equity, before or by any court, government agency, self-regulatory organization, public board or body, involving the affairs of the Fund or relating to the investment advisory services of the Sub-Adviser provided pursuant to this Agreement (other than any routine regulatory examinations); c. The Sub-Adviser will notify the Adviser promptly upon detection of (a) any material failure to manage the Fund(s) in accordance with the Fund(s)’ stated investment objectives, guidelines and policies or any applicable law or regulation; orany.

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents hereby makes the following representations and warrants warranties to the Adviser Adviser, which representations and the Trust as follows: a. The Sub-Adviser is registered with the SEC as an investment adviser under the Advisers Act and will warranties shall continue to be so registered for so long as this Agreement remains in effect;, and if at any time any event occurs that would make any of the representations or warranties not true, the party making such representation or warranty shall promptly notify the other party in writing (including via e-mail) within ten (10) days of such event. b. (a) The Sub-Adviser is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has full power and authority to execute and perform this Agreement. The Sub-Adviser conducts its business in compliance in all material respects with the requirements of all applicable laws and regulations. (b) The Sub-Adviser has delivered to Adviser a copy of its current Form ADV and Privacy Notice. As of the date hereof, all amendments to Form ADV, which are required by the Advisers Act have been made and filed with the Securities and Exchange Commission and each applicable state’s securities law administrator. The Sub-Adviser represents that its Form ADV is, to its knowledge, true, accurate and not misleading. (c) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not violate any agreement to which the Sub-Adviser is a party or by which it is bound, or violate any law, regulation or order applicable to the Sub-Adviser. (d) The Sub-Adviser will promptly notify comply in all material respects with the Adviser requirements of the occurrence Advisers Act and any other applicable law or regulation with respect to the Client and the subject matter of, or transactions completed by, this Agreement. (e) There is no litigation or regulatory proceeding pending or, to the knowledge of any event the Sub-Adviser, threatened against the Sub-Adviser that would substantially impair could materially affect the Sub-Adviser’s ability to fulfill carry out its commitment duties under this Agreement or disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act. The Sub-Adviser will also promptly notify the Trust and the Adviser if it, or any of its supervised persons (as such term is defined in the Advisers Act) receives notice of any action, suit, proceeding or investigation, at law or in equity, before or by any court, government agency, self-regulatory organization, public board or body, involving the affairs of the Fund or relating to the investment advisory services of the Sub-Adviser provided pursuant to this Agreement (other than any routine regulatory examinations); c. The Sub-Adviser will notify the Adviser promptly upon detection of (a) any material failure to manage the Fund(s) in accordance with the Fund(s)’ stated investment objectives, guidelines and policies or any applicable law or regulation; orAgreement.

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents represents, warrants and warrants to the Adviser and the Trust agrees as follows: a. (a) The Sub-Adviser (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has full corporate power and authority to execute and deliver this Agreement and to perform the services contemplated hereunder, and (iii) has all internal approval and controls necessary to perform its obligations under, and to comply with the representations, warranties and covenants made by it, in this Agreement. (b) The Sub-Adviser is registered as an investment adviser under the Advisers Act, and will continue to be so registered while this Agreement is in effect. (c) The Sub-Adviser is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement and has met, and will continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, necessary to be met in order to perform the services contemplated by this Agreement. The Sub-Adviser will comply with all applicable state and federal laws, rules and regulations in connection with the performance of its obligations under this Agreement, including, but not limited to, any applicable U.S. sanctions laws, rules and regulations. (d) The Sub-Adviser is registered with the SEC National Futures Association as an investment a commodity trading adviser under the Advisers Act and will continue to be so registered so long as this Agreement remains in effect;commodity pool operator or is exempt from such registration. b. (e) The Sub-Adviser has provided the Adviser and the Fund with a copy of its Form ADV as most recently filed with the Commission, and will promptly notify after filing any amendment to its Form ADV with the Commission, furnish a copy of such amendment to the Adviser. (f) The Sub-Adviser maintains errors and omissions insurance coverage in an appropriate amount and shall provide prior written notice to the Adviser of and the occurrence Trust (i) of any event material changes in its insurance policies or insurance coverage or (ii) if any material claims are made on its insurance policies. (g) There is no pending, or to the best of its knowledge, threatened or contemplated inspections, notices or inquiries from any governmental or administrative body or self-regulatory agency, or actions, investigations, suits or proceedings involving or affecting, directly or indirectly, the Sub-Adviser or its affiliates, including but not limited to an investigation, administrative proceeding or enforcement action by the Commission or other regulatory authority, that would substantially reasonably might be expected to impair the Sub-Adviser’s ability to fulfill discharge its commitment obligations under this Agreement or disqualify result in a matter that would require an amendment to the Sub-Adviser’s Form ADV Part 2. (h) The Sub-Adviser has adopted a code of ethics meeting the requirements of Rule 17j-1 under the 1940 Act and the requirements of Rule 204A-1 under the Advisers Act and has provided the Adviser and the Board a copy of such code of ethics, together with evidence of its adoption, and will promptly provide copies of any changes thereto, together with evidence of their adoption. Upon request of the Adviser, but in any event no less frequently than annually, the Sub-Adviser will supply the Adviser a written report that (A) describes any issues arising under the code of ethics or procedures since the Sub-Adviser’s last report, including but not limited to material violations of the code of ethics or procedures and sanctions imposed or remedial action taken in response to the material violations; and (B) certifies that the procedures contained in the Sub-Adviser’s code of ethics are reasonably designed to prevent “access persons” from serving as an investment adviser violating the code of an investment company ethics. Upon reasonable notice from and the reasonable request of the Adviser, the Sub-Adviser shall permit the Adviser, its employees and its agents to examine the reports required to be made by the Sub-Adviser pursuant to Section 9(aRule 17j-1 and all other records relevant to the Sub-Adviser’s code of ethics. (i) The Sub-Adviser has in place and will continue to maintain compliance policies and procedures that are reasonably designed to prevent violations of the 1940 ActAdvisers Act and the rules adopted thereunder by the Sub-Adviser or any of its supervised persons. Upon request of the Adviser, but in any event no less frequently than annually, the Sub-Adviser will supply the Adviser a written report that (A) describes material amendments made to the Sub-Adviser’s policies and procedures since the Sub-Adviser’s last report; (B) describes any issues arising under the Sub-Adviser’s policies and procedures since the Sub-Adviser’s last report, including but not limited to material violations of any such policies or procedures and sanctions imposed or remedial action taken in response to the material violations; and (C) certifies that the policies and procedures are adequate in design and operation to prevent violations of the Advisers Act and the rules adopted thereunder by the Sub-Adviser or any of its supervised persons. Upon reasonable notice to and reasonable request, the Sub-Adviser shall provide the Adviser with access to the records relating to such policies and procedures as they relate to the Funds. (j) The Sub-Adviser has provided the Custodian and the Adviser with a list of individuals who are authorized to provide instructions (including verbal, written, or by way of straight-through processing) to the Funds’ Custodian to act on any matters and/or to take any actions with respect to the cash or securities of the Funds (such individuals hereinafter referred to as “authorized persons” and such list as the “authorized persons list”). Each authorized person shall have a business need to have the ability to move cash and/or securities to and from the Funds’ custody accounts within the scope of authority identified on the authorized persons list. In the event any person on the authorized persons list no longer has a business need to access the Funds’ custody accounts, whether resulting from a change in job responsibilities, a termination of employment or otherwise, the Sub-Adviser will promptly provide the Custodian and the Adviser with an updated authorized persons list reflecting the removal of such person. The Sub-Adviser will also promptly notify the Trust and shall provide the Adviser if it, or any of its supervised with an updated authorized persons (as such term is defined in list each time it amends the Advisers Act) receives notice of any action, suit, proceeding or investigation, at law or in equity, before or by any court, government agency, self-regulatory organization, public board or body, involving list to add an authorized person. Upon the affairs request of the Fund or relating to the investment advisory services of Adviser, but in any event no less frequently than annually, the Sub-Adviser will provide the Adviser with a current authorized persons list. (k) The services provided pursuant to under this Agreement (shall not violate or infringe the copyright rights, trade secret rights, trademark rights, patent rights or other than any routine regulatory examinations); c. proprietary rights of a third party. The Sub-Adviser will shall notify the Adviser promptly upon detection of (a) immediately if it becomes aware that any material failure to manage the Fund(s) in accordance with the Fund(s)’ stated investment objectives, guidelines representation and policies or any applicable law or regulation; orwarranty under this Agreement is no longer accurate.

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents represents, warrants and warrants to the Adviser and the Trust agrees as follows: a. (a) The Sub-Adviser (i) is a "bank" as defined in the Advisers Act and therefore is exempt from registration pursuant to the Advisers Act and will (y) continue to be a "bank" as defined by the Advisers Act and so exempt or (z) become a registered with the SEC as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; b. The ; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement and the execution, delivery and performance by the Sub-Adviser of this Agreement does not contravene or constitute a default under any agreement binding upon the Sub-Adviser; (v) will promptly notify the Adviser GEAM of the occurrence of any event that would substantially impair the Sub-Adviser’s ability to fulfill its commitment under this Agreement or disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act. The Sub-Act or otherwise; (vi) is registered as a Commodity Trading Adviser will also promptly notify and Commodity Pool Operator under the Trust Commodity Exchange Act with the Commodity Futures Trading Commission and the Adviser if it, or any of its supervised persons National Futures Association; and (as such term vii) is defined in duly organized and validly existing under the Advisers Act) receives notice of any action, suit, proceeding or investigation, at law or in equity, before or by any court, government agency, self-regulatory organization, public board or body, involving the affairs Laws of the Fund or relating to the investment advisory services Commonwealth of the Sub-Adviser provided pursuant to this Agreement (other than any routine regulatory examinations); c. The Sub-Adviser will notify the Adviser promptly upon detection of (a) any material failure to manage the Fund(s) in accordance Massachusetts with the Fund(s)’ stated investment objectives, guidelines power to own and policies or any applicable law or regulation; orpossess its assets and carry on its business as it is now being conducted.

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Trust Fund as follows: a. (a) The Sub-Adviser is registered with the SEC as an investment adviser under the Advisers Act and will continue to be so registered so long as this Agreement remains in effectAct; b. (b) The Sub-Adviser will promptly notify is a limited liability company duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted; (c) The execution, delivery and performance by the Sub-Adviser of the occurrence of any event that would substantially impair this Agreement are within the Sub-Adviser’s ability to fulfill its commitment under this Agreement 's powers and have been duly authorized, and no action by or disqualify in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser from serving as an investment adviser for the execution, delivery and performance by the Sub-Adviser of an investment company pursuant to Section 9(athis Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; (d) This Agreement is a valid and binding agreement of the Sub-Adviser; (e) Sub-Adviser has provided Adviser with a copy of its current Form ADV as most recently deemed to be filed with the SEC, and promptly will furnish a copy of all amendments thereto to Adviser; (f) The Sub-Adviser agrees to observe and comply with Rule 17j-1 under the 1940 ActAct and the Sub-Adviser's Code of Ethics, as may be amended from time to time. The Sub-Adviser will also promptly notify the Trust and the Adviser if itshall not be subject to any other code of ethics, or any of its supervised persons (as such term is defined in the Advisers Act) receives notice of any action, suit, proceeding or investigation, at law or in equity, before or by any court, government agency, self-regulatory organization, public board or body, involving the affairs including that of the Fund or relating to the investment advisory services of Adviser, unless specifically adopted by the Sub-Adviser provided pursuant to this Agreement (other than any routine regulatory examinations); c. The Sub-Adviser will notify the Adviser promptly upon detection of (a) any material failure to manage the Fund(s) in accordance with the Fund(s)’ stated investment objectives, guidelines and policies or any applicable law or regulation; orAdviser.

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents hereby makes the following representations and warrants warranties to the Adviser Adviser, which representations and the Trust as follows: a. The Sub-Adviser is registered with the SEC as an investment adviser under the Advisers Act and will warranties shall continue to be so registered for so long as this Agreement remains in effect;, and if at any time any event occurs that would make any of the representations or warranties not true, the party making such representation or warranty shall promptly notify the other party in writing (including via e-mail) within ten (10) days of such event. b. (a) The Sub-Adviser is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has full power and authority to execute and perform this Agreement. The Sub-Adviser conducts its business in compliance in all material respects with the requirements of all applicable laws and regulations. (b) The Sub-Adviser has delivered to Adviser a copy of its current Form ADV and Privacy Notice. As of the date hereof, all amendments to Form ADV, which are required by the Advisers Act have been made and filed with the Securities and Exchange Commission and each applicable state’s securities law administrator. The Sub-Adviser represents that its Form ADV is, to its knowledge, true, accurate and not misleading. (c) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not violate any agreement to which the Sub-Adviser is a party or by which it is bound, or violate any law, regulation or order applicable to the Sub-Adviser. (d) The Sub-Adviser will promptly notify comply in all material respects with the Adviser requirements of the occurrence Advisers Act and any other applicable law or regulation for the Client and the subject matter of, or transactions completed by, this Agreement. (e) There is no litigation or regulatory proceeding pending or, to the knowledge of any event the Sub-Adviser, threatened against the Sub-Adviser that would substantially impair could materially affect the Sub-Adviser’s ability to fulfill carry out its commitment duties under this Agreement or disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 ActAgreement. The Sub-Adviser will also promptly notify the Trust and the Adviser if it, or any of its supervised persons (as such term is defined in the Advisers Act) receives notice of any action, suit, proceeding or investigation, at law or in equity, before or by any court, government agency, self-regulatory organization, public board or body, involving the affairs of the Fund or relating to the investment advisory services of the Sub-Adviser provided pursuant to this Agreement (other than any routine regulatory examinations); c. The Sub-Adviser will notify the Adviser promptly upon detection of (a) any material failure to manage the Fund(s) in accordance with the Fund(s)’ stated investment objectives, guidelines and policies or any applicable law or regulation; or