Common use of Representations and Warranties of Subadviser Clause in Contracts

Representations and Warranties of Subadviser. The SubAdviser represents and warrants to the Adviser and the Fund as follows: (a) The SubAdviser is registered with the SEC as an investment adviser under the Advisers Act; (b) The SubAdviser is or will be registered as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) under the Commodity Exchange Act (the “CEA”) with the Commodity Futures Trading Commission (the “CFTC”) and the National Futures Association (“NFA”), or is not required to register pursuant to an applicable exemption; (c) The SubAdviser is a corporation duly organized and properly registered and operating under the laws of the State of Colorado with the power to own and possess its assets, perform its obligations under this Agreement, and to carry on its business as it is now being, and to be, conducted; (d) The execution, delivery and performance by the SubAdviser of this Agreement are within the SubAdviser's powers and have been duly authorized by all necessary action and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the SubAdviser for the execution, delivery and performance by the SubAdviser of this Agreement, and the execution, delivery and performance by the SubAdviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the SubAdviser's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviser; (e) The Form ADV of the SubAdviser previously provided to the Adviser and all amendments to the SubAdviser’s Form ADV to be provided to Adviser is or will be a true and complete copy of the form as currently filed or as then filed with the SEC and the 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 the circumstances under which they were made, not misleading.

Representations and Warranties of Subadviser. The SubAdviser Subadviser represents and warrants to the Adviser and the Fund Trust as follows: (a) The SubAdviser Subadviser is registered with the SEC as an investment adviser under the Advisers Act; (b) The SubAdviser Subadviser is or will be registered as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) under the Commodity Exchange Act Act, as amended (the “CEA”) ), with the Commodity Futures Trading Commission (the “CFTC”) and the National Futures Association (“NFA”), or is not required to register pursuant to an applicable exemptionfile such registration; (c) The SubAdviser Subadviser is a corporation duly organized and properly registered and operating under the laws of the State of Colorado Delaware with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, being conducted and as proposed to be, conductedbe conducted hereunder; (d) The execution, delivery and performance by the SubAdviser Subadviser of this Agreement are within the SubAdviser's Subadviser’s powers and have been duly authorized by all necessary action actions of its directors 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 SubAdviser Subadviser for the execution, delivery and performance by the SubAdviser Subadviser of this Agreement, and the execution, delivery and performance by the SubAdviser Subadviser 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 SubAdviser's Subadviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviser;Subadviser; and (e) The Form ADV of the SubAdviser Subadviser previously provided to the Adviser and all amendments to the SubAdviser’s Form ADV to be provided to Adviser Trust is or will be a true and complete copy of the form as currently filed form, including that part or as then parts of the Form ADV filed with the SEC SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the 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 the circumstances under which they were made, not misleading.

Representations and Warranties of Subadviser. The SubAdviser Subadviser represents and warrants to the Adviser and the Fund Trust as follows: (a) The SubAdviser Subadviser is registered with the SEC as an investment adviser under the Advisers Act; (b) The SubAdviser is or will be registered as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) under the Commodity Exchange Act (the “CEA”) with the Commodity Futures Trading Commission (the “CFTC”) and the National Futures Association (“NFA”), or is not required to register pursuant to an applicable exemption; (c) The SubAdviser Subadviser is a corporation duly organized and properly registered and operating under the laws of the State of Colorado Delaware with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, being conducted and as proposed to be, conductedbe conducted hereunder; (dc) The execution, delivery and performance by the SubAdviser Subadviser of this Agreement are within the SubAdviser's Subadviser’s powers and have been duly authorized by all necessary action actions of its directors 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 SubAdviser Subadviser for the execution, delivery and performance by the SubAdviser Subadviser of this Agreement, and the execution, delivery and performance by the SubAdviser Subadviser 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 SubAdviser's Subadviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviser;Subadviser; and (ed) The Form ADV of the SubAdviser previously Subadviser provided to the Adviser and all amendments to the SubAdviser’s Form ADV to be provided to Adviser Trust is or will be a true and complete copy of the form as currently filed form, including that part or as then parts of the Form ADV filed with the SEC SEC, that part or parts maintained in the records of the Subadviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the 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 the circumstances under which they were made, not misleading.

Representations and Warranties of Subadviser. The SubAdviser Subadviser represents and warrants to the Adviser and the Fund Trust as follows: (a) The SubAdviser Subadviser is registered with the SEC as an investment adviser under the Advisers Act; (b) The SubAdviser Subadviser is or will be registered as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) under the Commodity Exchange Act Act, as amended (the “CEA”) ), with the Commodity Futures Trading Commission (the “CFTC”) and the National Futures Association (“NFA”), or is not required to register pursuant to an applicable exemptionfile such registration; (c) The SubAdviser Subadviser is a corporation limited liability company duly organized and properly registered and operating under the laws of the State of Colorado Delaware with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, being conducted and as proposed to be, conductedbe conducted hereunder; (d) The execution, delivery and performance by the SubAdviser Subadviser of this Agreement are within the SubAdviser's Subadviser’s powers and have been duly authorized by all necessary action actions of its directors 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 SubAdviser Subadviser for the execution, delivery and performance by the SubAdviser Subadviser of this Agreement, and the execution, delivery and performance by the SubAdviser Subadviser 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 SubAdviser's Subadviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviser;Subadviser; and (e) The Form ADV of the SubAdviser Subadviser previously provided to the Adviser and all amendments to the SubAdviser’s Form ADV to be provided to Adviser Trust is or will be a true and complete copy of the form as currently filed form, including that part or as then parts of the Form ADV filed with the SEC SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the 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 the circumstances under which they were made, not misleading.

Representations and Warranties of Subadviser. The SubAdviser Subadviser represents and warrants to the Adviser and the Fund Trust as follows: (a) The SubAdviser Subadviser is registered with the SEC as an investment adviser under the Advisers Act; (b) The SubAdviser is or will be registered as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) under the Commodity Exchange Act (the “CEA”) with the Commodity Futures Trading Commission (the “CFTC”) and the National Futures Association (“NFA”), or is not required to register pursuant to an applicable exemption; (c) The SubAdviser Subadviser is a corporation limited liability company duly organized and properly registered and operating under the laws of the State of Colorado Delaware with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, being conducted and as proposed to be, conductedbe conducted hereunder; (dc) The execution, delivery and performance by the SubAdviser Subadviser of this Agreement are within the SubAdviser's Subadviser’s powers and have been duly authorized by all necessary action actions of its directors 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 SubAdviser Subadviser for the execution, delivery and performance by the SubAdviser Subadviser of this Agreement, and the execution, delivery and performance by the SubAdviser Subadviser 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 SubAdviser's Subadviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviser;Subadviser; and (ed) The Form ADV of the SubAdviser previously Subadviser provided to the Adviser and all amendments to the SubAdviser’s Form ADV to be provided to Adviser Trust is or will be a true and complete copy of the form as currently filed form, including that part or as then parts of the Form ADV filed with the SEC SEC, that part or parts maintained in the records of the Subadviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the 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 the circumstances under which they were made, not misleading.

Representations and Warranties of Subadviser. The SubAdviser represents and warrants to the Adviser and the Fund Sub-SubAdviser as follows: (a) The SubAdviser is registered with the SEC as an investment adviser under the Advisers Act; (b) The SubAdviser is or will be registered under the CEA as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) under the and Commodity Exchange Act (the “CEA”) Trading Adviser with the Commodity Futures Trading Commission (the “CFTC”) CFTC and the National Futures Association (“NFA”), or it is not required to register pursuant to an applicable exemption; (c) The SubAdviser is a corporation duly organized and properly registered and operating validly existing under the laws of the State of Colorado with the power to own and possess its assets, perform its obligations under this Agreement, and to carry on its business as it is now being, and to be, conducted; (d) The execution, delivery and performance by the SubAdviser of this Agreement are within the SubAdviser's powers and have been duly authorized by all necessary action action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the SubAdviser for the execution, delivery and performance by the SubAdviser of this Agreement, and the execution, delivery and performance by the SubAdviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the SubAdviser's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviser; (e) The Form ADV of the SubAdviser previously provided to the Adviser and all amendments to the SubAdviser’s Form ADV to be provided to Adviser is or will be acknowledges that it received a true and complete copy of the form as currently filed or as then filed with Sub-SubAdviser's Form ADV prior to the SEC execution of this Agreement; and (f) The SubAdviser and the information contained therein is accurate and complete in all material respects and does not omit Adviser have duly entered into the SubAdvisory Agreement pursuant to state any material fact necessary in order which the Adviser authorized the SubAdviser to make the statements made, in light of the circumstances under which they were made, not misleading.enter into this Agreement; and

Representations and Warranties of Subadviser. The SubAdviser Subadviser represents and warrants to the Adviser and the Fund Trust as follows: (a) The SubAdviser Subadviser is registered with the SEC as an investment adviser under the Advisers Act; (b) The SubAdviser Subadviser is or will be registered as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) under the Commodity Exchange Act Act, as amended (the “CEA”) ), with the Commodity Futures Trading Commission (the “CFTC”) and the National Futures Association (“NFA”), or is not required to register pursuant to an applicable exemptionfile such registration; (c) The SubAdviser Subadviser is a corporation limited partnership duly organized and properly registered and operating under the laws of the State of Colorado Delaware with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, being conducted and as proposed to be, conductedbe conducted hereunder; (d) The execution, delivery and performance by the SubAdviser Subadviser of this Agreement are within the SubAdviser's Subadviser’s powers and have been duly authorized by all necessary action actions of its directors 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 SubAdviser Subadviser for the execution, delivery and performance by the SubAdviser Subadviser of this Agreement, and the execution, delivery and performance by the SubAdviser Subadviser 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 SubAdviser's Subadviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviser;Subadviser; and (e) The Form ADV of the SubAdviser Subadviser previously provided to the Adviser and all amendments to the SubAdviser’s Form ADV to be provided to Adviser Trust is or will be a true and complete copy of the form as currently filed form, including that part or as then parts of the Form ADV filed with the SEC SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the 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 the circumstances under which they were made, not misleading.

Representations and Warranties of Subadviser. The SubAdviser Subadviser represents and warrants to the Adviser and the Fund Trust as follows: (a) The SubAdviser Subadviser is registered with the SEC as an investment adviser under the Advisers Act; (b) The SubAdviser Subadviser is or will be registered as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) under the Commodity Exchange Act Act, as amended (the “CEA”) ), with the Commodity Futures Trading Commission (the “CFTC”) and the National Futures Association (“NFA”), or is not required to register pursuant to an applicable exemptionfile such registration; (c) The SubAdviser Subadviser is a corporation duly organized and properly registered and operating under the laws of the State of Colorado United Kingdom with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, being conducted and as proposed to be, conductedbe conducted hereunder; (d) The execution, delivery and performance by the SubAdviser Subadviser of this Agreement are within the SubAdviser's Subadviser’s powers and have been duly authorized by all necessary action actions of its directors 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 SubAdviser Subadviser for the execution, delivery and performance by the SubAdviser Subadviser of this Agreement, and the execution, delivery and performance by the SubAdviser Subadviser 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 SubAdviser's Subadviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviser;Subadviser; and (e) The Form ADV of the SubAdviser previously Subadviser provided to the Adviser and all amendments to the SubAdviser’s Form ADV to be provided to Adviser Trust is or will be a true and complete copy of the form as currently filed form, including that part or as then parts of the Form ADV filed with the SEC SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the 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 the circumstances under which they were made, not misleading.

Representations and Warranties of Subadviser. The SubAdviser Subadviser represents and warrants to the Adviser and the Fund as follows: (a) The SubAdviser Subadviser is registered with the SEC as an investment adviser under the Advisers ActAct and maintains compliance policies and procedures consistent with Rule 206(4)-7 under the Advisers Act and Rule 38a-1 under the 1940 Act (to the extent applicable); (b) The SubAdviser is or will be registered as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) under the Commodity Exchange Act (the “CEA”) with the Commodity Futures Trading Commission (the “CFTC”) and the National Futures Association (“NFA”), or is not required to register pursuant to an applicable exemption; (c) The SubAdviser Subadviser is a corporation duly organized and properly registered and operating under the laws of the State of Colorado Michigan with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, being conducted and as proposed to be, conductedbe conducted hereunder; (dc) The execution, delivery and performance by the SubAdviser Subadviser of this Agreement are within the SubAdviserSubadviser's powers and have been duly authorized by all necessary action actions of its directors 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 SubAdviser Subadviser for the execution, delivery and performance by the SubAdviser Subadviser of this Agreement, and the execution, delivery and performance by the SubAdviser Subadviser 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 SubAdviserSubadviser's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviser;Subadviser; and (ed) The Form ADV of the SubAdviser previously Subadviser provided to the Adviser and all amendments to the SubAdviser’s Form ADV to be provided to Adviser Fund is or will be a true and complete copy of the form as currently filed form, including that part or as then parts of the Form ADV filed with the SEC SEC, that part or parts maintained in the records of the Subadviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the 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 the circumstances under which they were made, not misleading.

Representations and Warranties of Subadviser. The SubAdviser Subadviser represents and warrants to the Adviser and the Fund Trust as follows: (a) The SubAdviser Subadviser is registered with the SEC as an investment adviser under the Advisers ActAct and maintains compliance policies and procedures consistent with Rule 206(4)-7 under the Advisers Act and Rule 38a-1 under the 1940 Act (to the extent applicable); (b) The SubAdviser is or will be registered as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) under the Commodity Exchange Act (the “CEA”) with the Commodity Futures Trading Commission (the “CFTC”) and the National Futures Association (“NFA”), or is not required to register pursuant to an applicable exemption; (c) The SubAdviser Subadviser is a corporation duly organized and properly registered and operating under the laws of the State of Colorado Michigan with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, being conducted and as proposed to be, conductedbe conducted hereunder; (dc) The execution, delivery and performance by the SubAdviser Subadviser of this Agreement are within the SubAdviserSubadviser's powers and have been duly authorized by all necessary action actions of its directors 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 SubAdviser Subadviser for the execution, delivery and performance by the SubAdviser Subadviser of this Agreement, and the execution, delivery and performance by the SubAdviser Subadviser 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 SubAdviserSubadviser's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviser;Subadviser; and (ed) The Form ADV of the SubAdviser previously Subadviser provided to the Adviser and all amendments to the SubAdviser’s Form ADV to be provided to Adviser Trust is or will be a true and complete copy of the form as currently filed form, including that part or as then parts of the Form ADV filed with the SEC SEC, that part or parts maintained in the records of the Subadviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the 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 the circumstances under which they were made, not misleading.

Representations and Warranties of Subadviser. The SubAdviser Subadviser represents and warrants to the Adviser and the Fund Trust as follows: (a) The SubAdviser Subadviser is registered with the SEC as an investment adviser under the Advisers Act; (b) The SubAdviser If the Subadviser Assets contain commodity futures, the Subadviser is or will be registered as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) under the Commodity Exchange Act Act, as amended (the “CEA”) ), with the Commodity Futures Trading Commission (the “CFTC”) and is a member in good standing of the National Futures Association (“NFA”), or is not required to register pursuant file such registration with the CFTC or to an applicable exemptionbe a member of the NFA; (c) The SubAdviser Subadviser is a corporation limited liability company duly organized and properly registered and operating under the laws of the State of Colorado Delaware with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, being conducted and as proposed to be, conductedbe conducted hereunder; (d) The execution, delivery and performance by the SubAdviser Subadviser of this Agreement are within the SubAdviser's Subadviser’s powers and have been duly authorized by all necessary action actions of its directors (or equivalent governing body) or shareholders, and when executed and delivered by Subadviser, this Agreement will be a legal, valid and binding obligation of Subadviser; (e) The Subadviser is duly registered and/or licensed with all regulatory bodies necessary or appropriate to perform its obligations under this Agreement 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 SubAdviser Subadviser for the execution, delivery and performance by the SubAdviser Subadviser of this Agreement, and the ; (f) The execution, delivery and performance by the SubAdviser Subadviser 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 SubAdviser's Subadviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviser;Subadviser, whether arising by contract, operation of law or otherwise; and (eg) The Form ADV of the SubAdviser Subadviser previously provided to the Adviser and all amendments to the SubAdviser’s Form ADV to be provided to Adviser Trust is or will be a true and complete copy of the form as currently filed form, including that part or as then parts of the Form ADV filed with the SEC SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the 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 the circumstances under which they were made, not misleading.

Representations and Warranties of Subadviser. The SubAdviser Subadviser represents and warrants to the Adviser and the Fund Funds as follows: (a) The SubAdviser Subadviser is registered with a bank within the SEC as an investment adviser under meaning of Section 2(a)(5) of the Investment Company Act and Section 202(a)(2) of the Investment Advisers Act; (b) The SubAdviser Subadviser will immediately notify the Adviser of the occurrence of any event that would disqualify the Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act; (c) The Subadviser is or will be registered as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) under the Commodity Exchange Act (the “CEA”) not required to register with the Commodity Futures Trading Commission (the “"CFTC”") and the National Futures Association (“NFA”), or is not required to register as a commodity trading advisor pursuant to an applicable exemptionSection 1a(5)(B) or 4m of the CEA; (cd) The SubAdviser Subadviser is a corporation duly organized and properly registered and operating validly existing under the laws of the State of Colorado New York with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, and to be, being conducted; (de) The execution, delivery and performance by the SubAdviser Subadviser of this Agreement are within the SubAdviserSubadviser's powers and have been duly authorized 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 SubAdviser Subadviser for the execution, delivery and performance by the SubAdviser Subadviser of this Agreement, and the execution, delivery and performance by the SubAdviser Subadviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the SubAdviserSubadviser's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviserSubadviser; (ef) The Form ADV This Agreement is a valid and binding agreement of the SubAdviser previously provided to the Adviser and all amendments to the SubAdviser’s Form ADV to be provided to Adviser is or will be a true and complete copy of the form as currently filed or as then filed with the SEC and the 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 the circumstances under which they were made, not misleading.Subadviser;

Representations and Warranties of Subadviser. The SubAdviser Subadviser represents and warrants to the Adviser and the Fund as follows: (a) The SubAdviser Subadviser is registered with the SEC as an investment adviser under the Investment Advisers Act; (b) The SubAdviser is Subadviser shall immediately notify the Adviser of the existence or will be registered occurrence of any event that would disqualify the Subadviser from serving as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) under the Commodity Exchange Act (the “CEA”) with the Commodity Futures Trading Commission (the “CFTC”) and the National Futures Association (“NFA”), or is not required to register an investment adviser of an investment company pursuant to an applicable exemptionSection 9(a) of the Investment Company Act; (c) The SubAdviser Subadviser is fully authorized under all applicable law to serve as Subadviser to the Funds and to perform the services described under this Agreement; (d) The Subadviser is a corporation limited liability company duly organized and properly registered and operating validly existing under the laws of the State of Colorado Kentucky with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, and to be, being conducted; (de) The execution, delivery and performance by the SubAdviser Subadviser of this Agreement are within the SubAdviserSubadviser's powers and have been duly authorized by all necessary action of the members, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the SubAdviser Subadviser for the execution, delivery and performance by the SubAdviser Subadviser of this Agreement, and the execution, delivery and performance by the SubAdviser Subadviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the SubAdviserSubadviser's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviserSubadviser; (ef) This Agreement is a valid and binding agreement of the Subadviser; and (g) The Form ADV of the SubAdviser Subadviser previously provided to the Adviser and all amendments to the SubAdviser’s Form ADV to be provided to Adviser is or will be a true and complete copy of the form as currently filed or as then filed with the SEC and the information contained therein is accurate and complete in all material respects respects, and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

Representations and Warranties of Subadviser. The SubAdviser Subadviser represents and warrants to the Adviser and the Fund Trust as follows: (a) The SubAdviser Subadviser is registered with the SEC as an investment adviser under the Advisers Act;Advisers (b) The SubAdviser Subadviser is or will be registered as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) under the Commodity Exchange Act Act, as amended (the “"CEA”) "), with the Commodity Futures Trading Commission (the “"CFTC”) and the National Futures Association (“NFA”"), or is not required to register pursuant to an applicable exemptionfile such registration; (c) The SubAdviser Subadviser is a corporation duly organized and properly registered and operating under the laws of the State of Colorado Illinois with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, being conducted and as proposed to be, conductedbe conducted hereunder; (d) The execution, delivery and performance by the SubAdviser Subadviser of this Agreement are within the SubAdviserSubadviser's powers and have been duly authorized by all necessary action actions of its directors 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 SubAdviser Subadviser for the execution, delivery and performance by the SubAdviser Subadviser of this Agreement, and the execution, delivery and performance by the SubAdviser Subadviser 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 SubAdviserSubadviser's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviser;Subadviser; and (e) The Form ADV of the SubAdviser previously Subadviser provided to the Adviser and all amendments to the SubAdviser’s Form ADV to be provided to Adviser Trust is or will be a true and complete copy of the form as currently filed form, including that part or as then parts of the Form ADV filed with the SEC SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the 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 the circumstances under which they were made, not misleading.

Representations and Warranties of Subadviser. The SubAdviser Subadviser represents and warrants to the Adviser and the Fund Trust as follows: (a) The SubAdviser Subadviser is registered with the SEC as an investment adviser under the Advisers Act; (b) The SubAdviser Subadviser is or will be registered as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) under the Commodity Exchange Act Act, as amended (the “"CEA”) "), with the Commodity Futures Trading Commission (the “"CFTC”) and the National Futures Association (“NFA”"), or is not required to register pursuant to an applicable exemptionfile such registration; (c) The SubAdviser Subadviser is a corporation partnership duly organized and properly registered and operating under the laws of the State of Colorado Delaware with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, being conducted and as proposed to be, conductedbe conducted hereunder; (d) The execution, delivery and performance by the SubAdviser Subadviser of this Agreement are within the SubAdviserSubadviser's powers and have been duly authorized by all necessary action actions of its directors 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 SubAdviser Subadviser for the execution, delivery and performance by the SubAdviser Subadviser of this Agreement, and the execution, delivery and performance by the SubAdviser Subadviser 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 SubAdviserSubadviser's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviser;Subadviser; and (e) The Form ADV of the SubAdviser previously Subadviser provided to the Adviser and all amendments to the SubAdviser’s Form ADV to be provided to Adviser Trust is or will be a true and complete copy of the form as currently filed form, including that part or as then parts of the Form ADV filed with the SEC SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the 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 the circumstances under which they were made, not misleading.

Representations and Warranties of Subadviser. The SubAdviser Subadviser represents and warrants to the Adviser and the Fund Trust as follows: (a) The SubAdviser Subadviser is registered with the SEC as an investment adviser under the Advisers Act; (b) The SubAdviser Subadviser is or will be registered as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) under the Commodity Exchange Act Act, as amended (the “CEA”) ), with the Commodity Futures Trading Commission (the “CFTC”) and the National Futures Association (“NFA”), or is not required to register pursuant to an applicable exemptionfile such registration; (c) The SubAdviser Subadviser is a corporation duly organized and properly registered and operating under the laws of the State of Colorado Ohio with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, being conducted and as proposed to be, conductedbe conducted hereunder; (d) The execution, delivery and performance by the SubAdviser Subadviser of this Agreement are within the SubAdviser's Subadviser’s powers and have been duly authorized by all necessary action actions of its directors 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 SubAdviser Subadviser for the execution, delivery and performance by the SubAdviser Subadviser of this Agreement, and the execution, delivery and performance by the SubAdviser Subadviser 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 SubAdviser's Subadviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviser;Subadviser; and (e) The Form ADV of the SubAdviser Subadviser previously provided to the Adviser and all amendments to the SubAdviser’s Form ADV to be provided to Adviser Trust is or will be a true and complete copy of the form as currently filed form, including that part or as then parts of the Form ADV filed with the SEC SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the 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 the circumstances under which they were made, not misleading.

Representations and Warranties of Subadviser. The SubAdviser represents and warrants to the Adviser and the Fund as follows: (a) The SubAdviser is registered with the SEC as an investment adviser under the Advisers Act; (b) The SubAdviser is or will be registered as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) under the Commodity Exchange Act (the “CEA”) with the Commodity Futures Trading Commission (the “CFTC”) and the National Futures Association (“NFA”), or is not required to register pursuant to an applicable exemption; (c) The SubAdviser is a corporation duly organized and properly registered and operating under the laws of the State of Colorado with the power to own and possess its assets, perform its obligations under this Agreement, and to carry on its business as it is now being, and to be, conducted; (d) The execution, delivery and performance by the SubAdviser of this Agreement are within the SubAdviser's ’s powers and have been duly authorized by all necessary action and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the SubAdviser for the execution, delivery and performance by the SubAdviser of this Agreement, and the execution, delivery and performance by the SubAdviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the SubAdviser's ’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviser; (e) The Form ADV of the SubAdviser previously provided to the Adviser and all amendments to the SubAdviser’s Form ADV to be provided to Adviser is or will be a true and complete copy of the form as currently filed or as then filed with the SEC and the 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 the circumstances under which they were made, not misleading.

Representations and Warranties of Subadviser. The SubAdviser Subadviser represents and warrants to the Adviser and the Fund Trust as follows: (a) The SubAdviser Subadviser is registered with the SEC as an investment adviser under the Advisers Act; (b) The SubAdviser is or will be registered as Subadviser has filed a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) notice of exemption pursuant to Section 4.14 under the Commodity Exchange Act Act, as amended (the “"CEA”) "), with the Commodity Futures Trading Commission (the “"CFTC”") and the National Futures Association (“"NFA”"), or is not required to register pursuant to an applicable file such exemption; (c) The SubAdviser Subadviser is a corporation partnership duly organized and properly registered and operating validly existing under the laws of the State of Colorado Delaware with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, and to be, being conducted; (d) The execution, delivery and performance by the SubAdviser Subadviser of this Agreement are within the SubAdviserSubadviser's powers and have been duly authorized by all necessary action by the Subadvisers 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 SubAdviser Subadviser for the execution, delivery and performance by the SubAdviser Subadviser of this Agreement, and the execution, delivery and performance by the SubAdviser Subadviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the SubAdviserSubadviser's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviser;Subadviser; and (e) The Form ADV of the SubAdviser previously Subadviser provided to the Adviser and all amendments to the SubAdviser’s Form ADV to be provided to Adviser is or will be a true and complete copy of the form as currently filed form, including that part or as then parts of the Form ADV filed with the SEC SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the 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 the circumstances under which they were made, not misleading. In addition, the Subadviser agrees to promptly provide the Trust with updates of its Form ADV.

Representations and Warranties of Subadviser. The SubAdviser Subadviser represents and warrants to the Adviser and the Fund as follows: (a) The SubAdviser Subadviser is registered with the SEC as an investment adviser under the Advisers Act; (b) The SubAdviser Subadviser is or will be registered as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) under the Commodity Exchange Act Act, as amended (the “"CEA”) "), with the Commodity Futures Trading Commission (the “"CFTC”) and the National Futures Association (“NFA”"), or is not required to register pursuant to an applicable exemption; (c) The SubAdviser Subadviser is a corporation duly organized and properly registered and operating validly existing under the laws of the State of Colorado Delaware with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, and to be, being conducted; (d) The execution, delivery and performance by the SubAdviser Subadviser of this Agreement are within the SubAdviserSubadviser's powers and have been duly authorized by all necessary action on the part of its Board of Directors 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 SubAdviser Subadviser for the execution, delivery and performance by the SubAdviser Subadviser of this Agreement, and the execution, delivery and performance by the SubAdviser Subadviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the SubAdviserSubadviser's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviser;Subadviser; and (e) The Form ADV of the SubAdviser previously Subadviser provided to the Adviser and all amendments to the SubAdviser’s Form ADV to be provided to Adviser is or will be a true and complete copy of the form as currently filed form, including that part or as then parts of the Form ADV filed with the SEC SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the 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 the circumstances under which they were made, not misleading. In addition, the Subadviser agrees to promptly provide the Trust with updates of its Form ADV.

Representations and Warranties of Subadviser. The SubAdviser Subadviser represents and warrants to the Adviser and the Fund Trust as follows: (a) The SubAdviser Subadviser is registered with the SEC as an investment adviser under the Advisers Act; (b) The SubAdviser Subadviser is or will be registered as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) under the Commodity Exchange Act Act, as amended (the “CEA”) ), with the Commodity Futures Trading Commission (the “CFTC”) and the National Futures Association (“NFA”), or is not required to register pursuant to an applicable exemptionfile such registration; (c) The SubAdviser Subadviser is a corporation limited liability company duly organized and properly registered and operating under the laws of the State of Colorado Delaware with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, being conducted and as proposed to be, conductedbe conducted hereunder; (d) The execution, delivery and performance by the SubAdviser Subadviser of this Agreement are within the SubAdviser's Subadviser’s powers and have been duly authorized by all necessary action actions of its directors 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 SubAdviser Subadviser for the execution, delivery and performance by the SubAdviser Subadviser of this Agreement, and the execution, delivery and performance by the SubAdviser Subadviser 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 SubAdviser's Subadviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviser;Subadviser; and (e) The Form ADV of the SubAdviser previously Subadviser provided to the Adviser and all amendments to the SubAdviser’s Form ADV to be provided to Adviser Trust is or will be a true and complete copy of the form as currently filed form, including that part or as then parts of the Form ADV filed with the SEC SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the 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 the circumstances under which they were made, not misleading.

Representations and Warranties of Subadviser. The SubAdviser Subadviser represents and warrants to the Adviser and the Fund as follows: (a) The SubAdviser Subadviser is registered with the SEC as an investment adviser under the Advisers Act; (b) The SubAdviser Subadviser is or will be registered as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) under the Commodity Exchange Act Act, as amended (the “"CEA”) "), with the Commodity Futures Trading Commission (the “"CFTC”) and the National Futures Association (“NFA”"), or is not required to register pursuant to an applicable exemption; (c) The SubAdviser Subadviser is a corporation duly organized and properly registered and operating under the laws of the State of Colorado Delaware with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, and to be, being conducted; (d) The execution, delivery and performance by the SubAdviser Subadviser of this Agreement are within the SubAdviserSubadviser's powers and have been duly authorized by all necessary action and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the SubAdviser Subadviser for the execution, delivery and performance by the SubAdviser Subadviser of this Agreement, and the execution, delivery and performance by the SubAdviser Subadviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the SubAdviserSubadviser's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviserSubadviser; (e) The Form ADV of the SubAdviser previously Subadviser provided to the Adviser and all amendments to the SubAdviser’s Form ADV to be provided to Adviser is or will be a true and complete copy of the form as currently filed form, including that part or as then parts of the Form ADV filed with the SEC SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the 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 the circumstances under which they were made, not misleading. In addition, the Subadviser agrees to promptly provide the Trust with updates of its Form ADV.

Representations and Warranties of Subadviser. The SubAdviser Subadviser represents and warrants to the Adviser and the Fund Trust as follows: (a) The SubAdviser Subadviser is registered with the SEC as an investment adviser under the Advisers Act; (b) The SubAdviser Subadviser is or will be registered as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) under the Commodity Exchange Act Act, as amended (the “CEA”) ), with the Commodity Futures Trading Commission (the “CFTC”) and the National Futures Association (“NFA”), or is not required to register pursuant to an applicable exemptionfile such registration; (c) The SubAdviser Subadviser is a corporation duly organized and properly registered and operating under the laws of the State of Colorado Oregon with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, being conducted and as proposed to be, conductedbe conducted hereunder; (d) The execution, delivery and performance by the SubAdviser Subadviser of this Agreement are within the SubAdviser's Subadviser’s powers and have been duly authorized by all necessary action actions of its directors 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 SubAdviser Subadviser for the execution, delivery and performance by the SubAdviser Subadviser of this Agreement, and the execution, delivery and performance by the SubAdviser Subadviser 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 SubAdviser's Subadviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviser;Subadviser; and (e) The Form ADV of the SubAdviser Subadviser previously provided to the Adviser and all amendments to the SubAdviser’s Form ADV to be provided to Adviser Trust is or will be a true and complete copy of the form as currently filed form, including that part or as then parts of the Form ADV filed with the SEC SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the 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 the circumstances under which they were made, not misleading.

Representations and Warranties of Subadviser. The SubAdviser Subadviser represents and warrants to the Adviser and the Fund Trust as follows: (a) a. The SubAdviser Subadviser is registered with the SEC as an investment adviser under the Advisers Act; (b) b. The SubAdviser Subadviser is or will be registered as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) under the Commodity Exchange Act Act, as amended (the “"CEA”) "), with the Commodity Futures Trading Commission (the “"CFTC”) and the National Futures Association (“NFA”"), or is not required to register pursuant to an applicable exemptionfile such registration; (c) c. The SubAdviser Subadviser is a corporation limited liability company duly organized and properly registered and operating under the laws of the State of Colorado Delaware with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, being conducted and as proposed to be, conductedbe conducted hereunder; (d) d. The execution, delivery and performance by the SubAdviser Subadviser of this Agreement are within the SubAdviserSubadviser's powers and have been duly authorized by all necessary action actions of its directors 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 SubAdviser Subadviser for the execution, delivery and performance by the SubAdviser Subadviser of this Agreement, and the execution, delivery and performance by the SubAdviser Subadviser 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 SubAdviserSubadviser's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviser;Subadviser; and (e) e. The Form ADV of the SubAdviser previously Subadviser provided to the Adviser and all amendments to the SubAdviser’s Form ADV to be provided to Adviser Trust is or will be a true and complete copy of the form as currently filed form, including that part or as then parts of the Form ADV filed with the SEC SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the 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 the circumstances under which they were made, not misleading.

Representations and Warranties of Subadviser. The SubAdviser Subadviser represents and warrants to the Adviser and the Fund Trust as follows: (a) The SubAdviser Subadviser is registered with the SEC as an investment adviser under the Advisers Act; (b) The SubAdviser Subadviser is or will be registered as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) under the Commodity Exchange Act Act, as amended (the “"CEA”) "), with the Commodity Futures Trading Commission (the “"CFTC”) and the National Futures Association (“NFA”"), or is not required to register pursuant to an applicable file such exemption; (c) The SubAdviser Subadviser is a corporation partnership duly organized and properly registered and operating under the laws of the State of Colorado Kansas with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, and to be, being conducted; (d) The execution, delivery and performance by the SubAdviser Subadviser of this Agreement are within the SubAdviserSubadviser's powers and have been duly authorized by all necessary action and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the SubAdviser Subadvisers for the execution, delivery and performance by the SubAdviser Subadviser of this Agreement, and the execution, delivery and performance by the SubAdviser Subadviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the SubAdviserSubadviser's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviser;Subadviser; and (e) The Form ADV of the SubAdviser previously Subadviser provided to the Adviser and all amendments to the SubAdviser’s Form ADV to be provided to Adviser is or will be a true and complete copy of the form as currently filed form, including that part or as then parts of the Form ADV filed with the SEC SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the 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 the circumstances under which they were made, not misleading. In addition, the Subadviser agrees to promptly provide the Trust with updates of its Form ADV.

Representations and Warranties of Subadviser. The SubAdviser Subadviser represents and warrants to the Adviser and the Fund Funds as follows: (a) The SubAdviser Subadviser is registered with the SEC as an investment adviser under the Investment Advisers Act; (b) The SubAdviser is or Subadviser will be registered immediately notify the Adviser of the occurrence of any event that would disqualify the Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act; (c) The Subadviser has filed a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) notice of exemption pursuant to Rule 4.14 under the Commodity Exchange Act (the “CEA”) CEA with the Commodity Futures Trading Commission (the “"CFTC”") and the National Futures Association (“NFA”), or is not required to register pursuant to an applicable exemptionAssociation; (cd) The SubAdviser Subadviser is authorized under the corporate laws of the State of New York and under the Investment Company Act and the Investment Advisers Act to serve as Subadviser to the Fund and to perform the services described under this Agreement; (e) The Subadviser is a corporation duly organized and properly registered and operating validly existing under the laws of the State state of Colorado New York with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, and to be, being conducted; (df) The execution, delivery and performance by the SubAdviser Subadviser of this Agreement are within the SubAdviserSubadviser's powers and have been duly authorized by all necessary corporate action by the Subadviser, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the SubAdviser Subadviser for the execution, delivery and performance by the SubAdviser Subadviser of this Agreement, and the execution, delivery and performance by the SubAdviser Subadviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the SubAdviserSubadviser's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviserSubadviser; (eg) This Agreement is a valid and binding agreement of the Subadviser; (h) The Form ADV of the SubAdviser Subadviser previously provided to the Adviser and all amendments to the SubAdviser’s Form ADV to be provided to Adviser is or will be a true and complete copy of the form as currently filed or as then filed with the SEC Commission and the information contained therein is accurate and complete in all material respects as of its filing date, and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.;

Representations and Warranties of Subadviser. The SubAdviser Subadviser represents and warrants to the Adviser and the Fund Trust as follows: (a) The SubAdviser Subadviser is registered with the SEC as an investment adviser under the Advisers Act; (b) The SubAdviser is or will be registered as Subadviser has filed a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) notice of exemption pursuant to Rule 4.14 under the Commodity Exchange Act Act, as amended (the “CEA”) ), with the Commodity Futures Trading Commission (the “CFTC”) and the National Futures Association (“NFA”), or is not required to register pursuant to an applicable file such exemption; (c) The SubAdviser Subadviser is a corporation Delaware statutory trust duly organized and properly registered and operating validly existing under the laws of the State of Colorado Delaware with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, being conducted and as proposed to be, conductedbe conducted hereunder; (d) The execution, delivery and performance by the SubAdviser Subadviser of this Agreement are within the SubAdviser's Subadviser’s powers and have been duly authorized by all necessary action actions of its trustees 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 SubAdviser Subadviser for the execution, delivery and performance by the SubAdviser Subadviser of this Agreement, and the execution, delivery and performance by the SubAdviser Subadviser of this Agreement do not contravene or constitute a material violation of, or a material default under under, (i) any provision of applicable law, rule or regulation, (ii) the SubAdviser's Subadviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviser;Subadviser; and (e) The Form ADV of the SubAdviser previously Subadviser provided to the Adviser and all amendments to the SubAdviser’s Form ADV to be provided to Adviser Trust in connection with the execution of this Agreement is or will be a true and complete copy of the form as currently filed form, including that part or as then parts of the Form ADV filed with the SEC SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the 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 mademade therein, in light of the circumstances under which they were made, not misleading.

Representations and Warranties of Subadviser. The SubAdviser Subadviser represents and warrants to the Adviser and the Fund Trust as follows: (a) The SubAdviser Subadviser is registered with the SEC as an investment adviser under the Advisers Act; (b) The SubAdviser Subadviser is or will be registered as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) under the Commodity Exchange Act Act, as amended (the “CEA”) ), with the Commodity Futures Trading Commission (the “CFTC”) and the National Futures Association (“NFA”), or is not required to register pursuant to an applicable exemptionfile such registration; (c) The SubAdviser Subadviser is a corporation limited liability company duly organized and properly registered and operating under the laws of the State of Colorado California with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, being conducted and as proposed to be, conductedbe conducted hereunder; (d) The execution, delivery and performance by the SubAdviser Subadviser of this Agreement are within the SubAdviser's Subadviser’s powers and have been duly authorized by all necessary action actions of its directors 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 SubAdviser Subadviser for the execution, delivery and performance by the SubAdviser Subadviser of this Agreement, and the execution, delivery and performance by the SubAdviser Subadviser 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 SubAdviser's Subadviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviser;Subadviser; and (e) The Form ADV of the SubAdviser Subadviser previously provided to the Adviser and all amendments to the SubAdviser’s Form ADV to be provided to Adviser Trust is or will be a true and complete copy of the form as currently filed form, including that part or as then parts of the Form ADV filed with the SEC SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the 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 the circumstances under which they were made, not misleading.

Representations and Warranties of Subadviser. The SubAdviser Subadviser represents and warrants to the Adviser and the Fund Trust as follows: (a) The SubAdviser Subadviser is registered with the SEC as an investment adviser under the Advisers Act; (b) The SubAdviser Subadviser is or will be registered as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) under the Commodity Exchange Act Act, as amended (the “CEA”) ), with the Commodity Futures Trading Commission (the “CFTC”) and the National Futures Association (“NFA”), or is not required to register pursuant to an applicable exemptionfile such registration; (c) The SubAdviser Subadviser is a corporation duly organized and properly registered and operating under the laws of the State of Colorado with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, being conducted and as proposed to be, conductedbe conducted hereunder; (d) The execution, delivery and performance by the SubAdviser Subadviser of this Agreement are within the SubAdviser's Subadviser’s powers and have been duly authorized by all necessary action actions of its directors 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 SubAdviser Subadviser for the execution, delivery and performance by the SubAdviser Subadviser of this Agreement, and the execution, delivery and performance by the SubAdviser Subadviser 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 SubAdviser's Subadviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviser;Subadviser; and (e) The Form ADV of the SubAdviser Subadviser previously provided to the Adviser and all amendments to the SubAdviser’s Form ADV to be provided to Adviser Trust is or will be a true and complete copy of the form as currently filed form, including that part or as then parts of the Form ADV filed with the SEC SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the 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 the circumstances under which they were made, not misleading.

Representations and Warranties of Subadviser. The SubAdviser Subadviser represents and warrants to the Adviser and the Fund Funds as follows: (a) The SubAdviser Subadviser is registered with the SEC as an investment adviser under the Investment Advisers Act; (b) The SubAdviser is or Subadviser will be registered immediately notify the Adviser of the occurrence of any event that would disqualify the Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act; (c) The Subadviser has filed a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) notice of exemption pursuant to Rule 4.14 under the Commodity Exchange Act (the “CEA”) CEA with the Commodity Futures Trading Commission (the “"CFTC”") and the National Futures Association (“NFA”), or is not required to register pursuant to an applicable exemptionAssociation; (cd) The SubAdviser Subadviser is a corporation duly organized and properly registered and operating validly existing under the laws of the State of Colorado Wisconsin with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, and to be, being conducted; (de) The execution, delivery and performance by the SubAdviser Subadviser of this Agreement are within the SubAdviserSubadviser's powers and have been duly authorized 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 SubAdviser Subadviser for the execution, delivery and performance by the SubAdviser Subadviser of this Agreement, and the execution, delivery and performance by the SubAdviser Subadviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the SubAdviserSubadviser's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviserSubadviser; (ef) This Agreement is a valid and binding agreement of the Subadviser; (g) The Form ADV of the SubAdviser Subadviser previously provided to the Adviser and all amendments to the SubAdviser’s Form ADV to be provided to Adviser is or will be a true and complete copy of the form as currently filed or as then filed with the SEC Commission and the 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 the circumstances under which they were made, not misleading.;

Representations and Warranties of Subadviser. The SubAdviser Subadviser represents and warrants to the Adviser and the Fund Trust as follows: (a) The SubAdviser Subadviser is registered with the SEC as an investment adviser under the Advisers Act; (b) The SubAdviser Subadviser is or will be registered as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) under the Commodity Exchange Act Act, as amended (the “"CEA”) "), with the Commodity Futures Trading Commission (the “"CFTC”) and the National Futures Association (“NFA”"), or is not required to register pursuant to an applicable exemptionfile such registration; (c) The SubAdviser Subadviser is a corporation duly organized and properly registered and operating under the laws of the State of Colorado New York with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, being conducted and as proposed to be, conductedbe conducted hereunder; (d) The execution, delivery and performance by the SubAdviser Subadviser of this Agreement are within the SubAdviserSubadviser's powers and have been duly authorized by all necessary action actions of its directors 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 SubAdviser Subadviser for the execution, delivery and performance by the SubAdviser Subadviser of this Agreement, and the execution, delivery and performance by the SubAdviser Subadviser 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 SubAdviserSubadviser's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviser;Subadviser; and (e) The Form ADV of the SubAdviser previously Subadviser provided to the Adviser and all amendments to the SubAdviser’s Form ADV to be provided to Adviser Trust is or will be a true and complete copy of the form as currently filed form, including that part or as then parts of the Form ADV filed with the SEC SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the 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 the circumstances under which they were made, not misleading.

Representations and Warranties of Subadviser. The SubAdviser Subadviser represents and warrants to the Adviser and the Fund as follows: (a) The SubAdviser Subadviser is registered with the SEC as an investment adviser under the Investment Advisers Act; (b) The SubAdviser is Subadviser shall immediately notify the Adviser of the existence or will be registered occurrence of any event that would disqualify the Subadviser from serving as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) under the Commodity Exchange Act (the “CEA”) with the Commodity Futures Trading Commission (the “CFTC”) and the National Futures Association (“NFA”), or is not required to register an investment adviser of an investment company pursuant to an applicable exemptionSection 9(a) of the Investment Company Act; (c) The SubAdviser Subadviser is fully authorized under all applicable law to serve as Subadviser to the Funds and to perform the services described under this Agreement; (d) The Subadviser is a corporation limited liability company duly organized and properly registered and operating validly existing under the laws of the State of Colorado Kentucky with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, and to be, being conducted; (de) The execution, delivery and performance by the SubAdviser Subadviser of this Agreement are within the SubAdviser's Subadviser’s powers and have been duly authorized by all necessary action of the members, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the SubAdviser Subadviser for the execution, delivery and performance by the SubAdviser Subadviser of this Agreement, and the execution, delivery and performance by the SubAdviser Subadviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the SubAdviser's Subadviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviserSubadviser; (ef) This Agreement is a valid and binding agreement of the Subadviser; and (g) The Form ADV of the SubAdviser Subadviser previously provided to the Adviser and all amendments to the SubAdviser’s Form ADV to be provided to Adviser is or will be a true and complete copy of the form as currently filed or as then filed with the SEC and the information contained therein is accurate and complete in all material respects respects, and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

Representations and Warranties of Subadviser. The SubAdviser Subadviser represents and warrants to the Adviser and the Fund Trust as follows: (a) The SubAdviser Subadviser is registered with the SEC as an investment adviser under the Advisers Act; (b) The SubAdviser Subadviser is or will be registered as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) under the Commodity Exchange Act Act, as amended (the “CEA”) ), with the Commodity Futures Trading Commission (the “CFTC”) and the National Futures Association (“NFA”), or is not required to register pursuant to an applicable exemptionfile such registration; (c) The SubAdviser Subadviser is a corporation duly organized and properly registered and operating under the laws of the State of Colorado California with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, being conducted and as proposed to be, conductedbe conducted hereunder; (d) The execution, delivery and performance by the SubAdviser Subadviser of this Agreement are within the SubAdviser's Subadviser’s powers and have been duly authorized by all necessary action actions of its directors 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 SubAdviser Subadviser for the execution, delivery and performance by the SubAdviser Subadviser of this Agreement, and the execution, delivery and performance by the SubAdviser Subadviser 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 SubAdviser's Subadviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviser;Subadviser; and (e) The Form ADV of the SubAdviser Subadviser previously provided to the Adviser and all amendments to the SubAdviser’s Form ADV to be provided to Adviser Trust is or will be a true and complete copy of the form as currently filed form, including that part or as then parts of the Form ADV filed with the SEC SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the 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 the circumstances under which they were made, not misleading.

Representations and Warranties of Subadviser. The SubAdviser Subadviser represents and warrants to the Adviser and the Fund Trust as follows: (a) The SubAdviser Subadviser is registered with the SEC as an investment adviser under the Advisers Act; (b) The SubAdviser Subadviser is or will be registered as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) under the Commodity Exchange Act (the “"CEA”") with the Commodity Futures Trading Commission (the “"CFTC”) and the National Futures Association (“NFA”"), or is not required to register pursuant to an applicable file such exemption; (c) The SubAdviser Subadviser is a corporation partnership duly organized and properly registered and operating under the laws of the State of Colorado Kansas with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, and to be, being conducted; (d) The execution, delivery and performance by the SubAdviser Subadviser of this Agreement are within the SubAdviserSubadviser's powers and have been duly authorized by all necessary action and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the SubAdviser Subadvisers for the execution, delivery and performance by the SubAdviser Subadviser of this Agreement, and the execution, delivery and performance by the SubAdviser Subadviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the SubAdviserSubadviser's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviser;Subadviser; and (e) The Form ADV of the SubAdviser Subadviser previously provided to the Adviser and all amendments to the SubAdviser’s Form ADV to be provided to Adviser is or will be a true and complete copy of the form as currently filed or as then filed with the SEC and the 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 the circumstances under which they were made, not misleading.

Representations and Warranties of Subadviser. The SubAdviser Subadviser represents and warrants to the Adviser and the Fund as follows: (a) The SubAdviser Subadviser is registered with the SEC as an investment adviser under the Advisers Act; (b) The SubAdviser is or will be registered as Subadviser has filed a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) notice of exemption pursuant to Rule 4.14 under the Commodity Exchange Act (the “"CEA”") with the Commodity Futures Trading Commission (the “"CFTC”") and the National Futures Association (“"NFA”"), or is not required to register pursuant to an applicable file such exemption; (c) The SubAdviser Subadviser is a corporation duly organized and properly registered and operating validly existing under the laws of the State of Colorado New York with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, and to be, being conducted; (d) The execution, delivery and performance by the SubAdviser Subadviser of this Agreement are within the SubAdviserSubadviser's powers and have been duly authorized 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 SubAdviser Subadviser for the execution, delivery and performance by the SubAdviser Subadviser of this Agreement, and the execution, delivery and performance by the SubAdviser Subadviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the SubAdviserSubadviser's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviser;Subadviser; and (e) The Form ADV of the SubAdviser Subadviser previously provided to the Adviser and all amendments to the SubAdviser’s Form ADV to be provided to Adviser is or will be a true and complete copy of the form as currently filed or as then filed with the SEC and the 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 the circumstances under which they were made, not misleading.

Representations and Warranties of Subadviser. The SubAdviser Subadviser represents and warrants to the Adviser and the Fund Trust as follows: (a) The SubAdviser Subadviser is registered with the SEC as an investment adviser under the Advisers Act; (b) The SubAdviser Subadviser is or will be registered as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) under the Commodity Exchange Act Act, as amended (the “"CEA”) "), with the Commodity Futures Trading Commission (the “"CFTC”) and the National Futures Association (“NFA”"), or is not required to register pursuant to an applicable exemptionfile such registration; (c) The SubAdviser Subadviser is a corporation duly organized and properly registered and operating under the laws of the State of Colorado Delaware with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, and to be, being conducted; (d) The execution, delivery and performance by the SubAdviser Subadviser of this Agreement are within the SubAdviserSubadviser's powers and have been duly authorized by all necessary action and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the SubAdviser Subadvisers for the execution, delivery and performance by the SubAdviser Subadviser of this Agreement, and the execution, delivery and performance by the SubAdviser Subadviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the SubAdviserSubadviser's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviser;Subadviser; and (e) The Form ADV of the SubAdviser previously Subadviser provided to the Adviser and all amendments to the SubAdviser’s Form ADV to be provided to Adviser is or will be a true and complete copy of the form as currently filed form, including that part or as then parts of the Form ADV filed with the SEC SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the 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 the circumstances under which they were made, not misleading. In addition, the Subadviser agrees to promptly provide the Trust with updates of its Form ADV.

Representations and Warranties of Subadviser. The SubAdviser Subadviser represents and warrants to the Adviser and the Fund Trust as follows: (a) The SubAdviser Subadviser is registered with the SEC as an investment adviser under the Advisers Act; (b) The SubAdviser Subadviser is or will be registered as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) under the Commodity Exchange Act Act, as amended (the “CEA”) ), with the Commodity Futures Trading Commission (the “CFTC”) and the National Futures Association (“NFA”), or is not required to register pursuant to an applicable exemptionfile such registration; (c) The SubAdviser Subadviser is a corporation limited liability company duly organized and properly registered and operating under the laws of the State of Colorado _____ with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, being conducted and as proposed to be, conductedbe conducted hereunder; (d) The execution, delivery and performance by the SubAdviser Subadviser of this Agreement are within the SubAdviser's Subadviser’s powers and have been duly authorized by all necessary action actions of its directors 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 SubAdviser Subadviser for the execution, delivery and performance by the SubAdviser Subadviser of this Agreement, and the execution, delivery and performance by the SubAdviser Subadviser 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 SubAdviser's Subadviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviser;Subadviser; and (e) The Form ADV of the SubAdviser Subadviser previously provided to the Adviser and all amendments to the SubAdviser’s Form ADV to be provided to Adviser Trust is or will be a true and complete copy of the form as currently filed form, including that part or as then parts of the Form ADV filed with the SEC SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the 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 the circumstances under which they were made, not misleading.

Representations and Warranties of Subadviser. The SubAdviser Subadviser represents and warrants to the Adviser and the Fund Trust as follows: (a) The SubAdviser Subadviser is registered with the SEC as an investment adviser under the Advisers Act; (b) The SubAdviser If the Subadviser Assets contain commodity futures, the Subadviser is or will be registered as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) under the Commodity Exchange Act Act, as amended (the “CEA”) ), with the Commodity Futures Trading Commission (the “CFTC”) and is a member in good standing of the National Futures Association (“NFA”), or is not required to register pursuant file such registration with the CFTC or to an applicable exemptionbe a member of the NFA; (c) The SubAdviser Subadviser is a corporation duly organized and properly registered and operating under the laws of the State of Colorado California with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, being conducted and as proposed to be, conductedbe conducted hereunder; (d) The execution, delivery and performance by the SubAdviser Subadviser of this Agreement are within the SubAdviser's Subadviser’s powers and have been duly authorized by all necessary action actions of its directors (or equivalent governing body) or shareholders, and when executed and delivered by Subadviser, this Agreement will be a legal, valid and binding obligation of Subadviser; (e) The Subadviser is duly registered and/or licensed with all regulatory bodies necessary or appropriate to perform its obligations under this Agreement 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 SubAdviser Subadviser for the execution, delivery and performance by the SubAdviser Subadviser of this Agreement, and the ; (f) The execution, delivery and performance by the SubAdviser Subadviser 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 SubAdviser's Subadviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviser;Subadviser, whether arising by contract, operation of law or otherwise; and (eg) The Form ADV of the SubAdviser Subadviser previously provided to the Adviser and all amendments to the SubAdviser’s Form ADV to be provided to Adviser Trust is or will be a true and complete copy of the form as currently filed form, including that part or as then parts of the Form ADV filed with the SEC SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the 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 the circumstances under which they were made, not misleading.

Representations and Warranties of Subadviser. The SubAdviser Subadviser represents and warrants to the Adviser and the Fund Trust as follows: (a) The SubAdviser Subadviser is registered with the SEC as an investment adviser under the Advisers Act; (b) The SubAdviser If the Subadviser Assets contain commodity futures, the Subadviser is or will be registered as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) under the Commodity Exchange Act Act, as amended (the “CEA”) ), with the Commodity Futures Trading Commission (the “CFTC”) and is a member in good standing of the National Futures Association (“NFA”), or is not required to register pursuant file such registration with the CFTC or to an applicable exemptionbe a member of the NFA; (c) The SubAdviser Subadviser is a corporation Limited liability company duly organized and properly registered and operating under the laws of the State of Colorado Delaware with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, being conducted and as proposed to be, conductedbe conducted hereunder; (d) The execution, delivery and performance by the SubAdviser Subadviser of this Agreement are within the SubAdviser's Subadviser’s powers and have been duly authorized by all necessary action actions of its directors (or equivalent governing body) or shareholders, and when executed and delivered by Subadviser, this Agreement will be a legal, valid and binding obligation of Subadviser; (e) The Subadviser is duly registered and/or licensed with all regulatory bodies necessary or appropriate to perform its obligations under this Agreement 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 SubAdviser Subadviser for the execution, delivery and performance by the SubAdviser Subadviser of this Agreement, and the ; (f) The execution, delivery and performance by the SubAdviser Subadviser 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 SubAdviser's Subadviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviser;Subadviser, whether arising by contract, operation of law or otherwise; and (eg) The Form ADV of the SubAdviser Subadviser previously provided to the Adviser and all amendments to the SubAdviser’s Form ADV to be provided to Adviser Trust is or will be a true and complete copy of the form as currently filed form, including that part or as then parts of the Form ADV filed with the SEC SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the 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 the circumstances under which they were made, not misleading.

Representations and Warranties of Subadviser. The SubAdviser Subadviser represents and warrants to the Adviser and the Fund Trust as follows: (a) The SubAdviser Subadviser is registered with the SEC as an investment adviser under the Advisers Act; (b) The SubAdviser If the Subadviser Assets contain commodity futures, the Subadviser is or will be registered as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) under the Commodity Exchange Act Act, as amended (the “CEA”) ), with the Commodity Futures Trading Commission (the “CFTC”) and is a member in good standing of the National Futures Association (“NFA”), or is not required to register pursuant file such registration with the CFTC or to an applicable exemptionbe a member of the NFA; (c) The SubAdviser Subadviser is a corporation S-Corporation duly organized and properly registered and operating under the laws of the State of Colorado New York with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, being conducted and as proposed to be, conductedbe conducted hereunder; (d) The execution, delivery and performance by the SubAdviser Subadviser of this Agreement are within the SubAdviser's Subadviser’s powers and have been duly authorized by all necessary action actions of its directors (or equivalent governing body) or shareholders, and when executed and delivered by Subadviser, this Agreement will be a legal, valid and binding obligation of Subadviser; (e) The Subadviser is duly registered and/or licensed with all regulatory bodies necessary or appropriate to perform its obligations under this Agreement 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 SubAdviser Subadviser for the execution, delivery and performance by the SubAdviser Subadviser of this Agreement, and the ; (f) The execution, delivery and performance by the SubAdviser Subadviser 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 SubAdviser's Subadviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviser;Subadviser, whether arising by contract, operation of law or otherwise; and (eg) The Form ADV of the SubAdviser Subadviser previously provided to the Adviser and all amendments to the SubAdviser’s Form ADV to be provided to Adviser Trust is or will be a true and complete copy of the form as currently filed form, including that part or as then parts of the Form ADV filed with the SEC SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the 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 the circumstances under which they were made, not misleading.

Representations and Warranties of Subadviser. The SubAdviser Subadviser represents and warrants to the Adviser and the Fund Trust as follows: (a) The SubAdviser Subadviser is registered with the SEC as an investment adviser under the Advisers Act; (b) The SubAdviser Subadviser is or will be registered as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) under the Commodity Exchange Act Act, as amended (the “CEA”) ), with the Commodity Futures Trading Commission (the “CFTC”) and the National Futures Association (“NFA”), or is not required to register pursuant to an applicable exemptionfile such registration; (c) The SubAdviser Subadviser is a corporation duly organized and properly registered and operating under the laws of the State of Colorado New York with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, being conducted and as proposed to be, conductedbe conducted hereunder; (d) The execution, delivery and performance by the SubAdviser Subadviser of this Agreement are within the SubAdviser's Subadviser’s powers and have been duly authorized by all necessary action actions of its directors 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 SubAdviser Subadviser for the execution, delivery and performance by the SubAdviser Subadviser of this Agreement, and the execution, delivery and performance by the SubAdviser Subadviser 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 SubAdviser's Subadviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviser;Subadviser; and (e) The Form ADV of the SubAdviser Subadviser previously provided to the Adviser and all amendments to the SubAdviser’s Form ADV to be provided to Adviser Trust is or will be a true and complete copy of the form as currently filed form, including that part or as then parts of the Form ADV filed with the SEC SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder. The Subadviser represents that its Form ADV provided to the information contained therein is accurate and complete Adviser complies in all material materials respects and does not omit to state any material fact necessary in order to make with the statements made, in light requirements of the circumstances under which they were made, not misleadingAdvisers Act to the extent it relates to the Subadviser’s services hereunder.

Representations and Warranties of Subadviser. The SubAdviser Subadviser represents and warrants to the Adviser and the Fund Trust as follows: (a) The SubAdviser Subadviser is registered with the SEC as an investment adviser under the Advisers Act; (b) The SubAdviser If the Subadviser Assets contain commodity futures, the Subadviser is or will be registered as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) under the Commodity Exchange Act Act, as amended (the “CEA”) ), with the Commodity Futures Trading Commission (the “CFTC”) and is a member in good standing of the National Futures Association (“NFA”), or is not required to register pursuant file such registration with the CFTC or to an applicable exemptionbe a member of the NFA; (c) The SubAdviser Subadviser is a corporation C-Corporation duly organized and properly registered and operating under the laws of the State of Colorado California with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, being conducted and as proposed to be, conductedbe conducted hereunder; (d) The execution, delivery and performance by the SubAdviser Subadviser of this Agreement are within the SubAdviser's Subadviser’s powers and have been duly authorized by all necessary action actions of its directors (or equivalent governing body) or shareholders, and when executed and delivered by Subadviser, this Agreement will be a legal, valid and binding obligation of Subadviser; (e) The Subadviser is duly registered and/or licensed with all regulatory bodies necessary or appropriate to perform its obligations under this Agreement 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 SubAdviser Subadviser for the execution, delivery and performance by the SubAdviser Subadviser of this Agreement, and the ; (f) The execution, delivery and performance by the SubAdviser Subadviser 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 SubAdviser's Subadviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviser;Subadviser, whether arising by contract, operation of law or otherwise; and (eg) The Form ADV of the SubAdviser Subadviser previously provided to the Adviser and all amendments to the SubAdviser’s Form ADV to be provided to Adviser Trust is or will be a true and complete copy of the form as currently filed form, including that part or as then parts of the Form ADV filed with the SEC SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the 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 the circumstances under which they were made, not misleading.

Representations and Warranties of Subadviser. The SubAdviser Subadviser represents and warrants to the Adviser and the Fund Trust as follows: (a) The SubAdviser Subadviser is registered with the SEC as an investment adviser under the Advisers Act; (b) The SubAdviser Subadviser is or will be registered as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) under the Commodity Exchange Act Act, as amended (the “CEA”) ), with the Commodity Futures Trading Commission (the “CFTC”) and the National Futures Association (“NFA”), or is not required to register pursuant to an applicable exemptionfile such registration; (c) The SubAdviser Subadviser is a corporation company duly organized and properly registered and operating under the laws of the State of Colorado with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, being conducted and as proposed to be, conductedbe conducted hereunder; (d) The execution, delivery and performance by the SubAdviser Subadviser of this Agreement are within the SubAdviser's Subadviser’s powers and have been duly authorized by all necessary action actions of its directors 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 SubAdviser Subadviser for the execution, delivery and performance by the SubAdviser Subadviser of this Agreement, and the execution, delivery and performance by the SubAdviser Subadviser 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 SubAdviser's Subadviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviser;Subadviser; and (e) The Form ADV of the SubAdviser Subadviser previously provided to the Adviser and all amendments to the SubAdviser’s Form ADV to be provided to Adviser Trust is or will be a true and complete copy of the form as currently filed form, including that part or as then parts of the Form ADV filed with the SEC SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the 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 the circumstances under which they were made, not misleading.

Representations and Warranties of Subadviser. The SubAdviser Subadviser represents and warrants to the Adviser and the Fund Trust as follows:: February 2013 (a) a. The SubAdviser Subadviser is registered with the SEC as an investment adviser under the Advisers Act; (b) b. The SubAdviser Subadviser is or will be registered as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) under the Commodity Exchange Act Act, as amended (the “CEA”) ), with the Commodity Futures Trading Commission (the “CFTC”) and the National Futures Association (“NFA”), or is not required to register pursuant to an applicable exemptionfile such registration; (c) c. The SubAdviser Subadviser is a California corporation duly organized and properly registered and operating under the laws of the State of Colorado California with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, being conducted and as proposed to be, conductedbe conducted hereunder; (d) d. The execution, delivery and performance by the SubAdviser Subadviser of this Agreement are within the SubAdviser's Subadviser’s powers and have been duly authorized by all necessary action actions of its directors 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 SubAdviser Subadviser for the execution, delivery and performance by the SubAdviser Subadviser of this Agreement, and the execution, delivery and performance by the SubAdviser Subadviser 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 SubAdviser's Subadviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviser;Subadviser; and (e) e. The Form ADV of the SubAdviser Subadviser previously provided to the Adviser and all amendments to the SubAdviser’s Form ADV to be provided to Adviser Trust is or will be a true and complete copy of the form as currently filed form, including that part or as then parts of the Form ADV filed with the SEC SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the 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 the circumstances under which they were made, not misleading.

Representations and Warranties of Subadviser. The SubAdviser Subadviser represents and warrants to the Adviser and the Fund as follows: (a) The SubAdviser Subadviser is registered with the SEC as an investment adviser under the Advisers Act; (b) The SubAdviser is or will be registered as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) under the Commodity Exchange Act (the “CEA”) with the Commodity Futures Trading Commission (the “CFTC”) and the National Futures Association (“NFA”), or is not required to register pursuant to an applicable exemption; (c) The SubAdviser Subadviser is a corporation limited liability company duly organized and properly registered and operating under the laws of the State of Colorado Delaware with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, being conducted and as proposed to be, conductedbe conducted hereunder; (dc) The execution, delivery and performance by the SubAdviser Subadviser of this Agreement are within the SubAdviser's Subadviser’s powers and have been duly authorized by all necessary action actions of its managers or members, 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 SubAdviser Subadviser for the execution, delivery and performance by the SubAdviser Subadviser of this Agreement, and the execution, delivery and performance by the SubAdviser Subadviser 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 SubAdviser's Subadviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviserSubadviser; (d) None of the Subadviser, its principals and employees has been the subject of any order or injunction issued by the SEC or any other relevant securities self-regulatory organization, that none of them has been convicted of any felony or misdemeanor related to securities, investment, commodities, or futures activities in any jurisdiction, whether foreign or domestic, and that none has been found to have violated any foreign or domestic federal or state securities law or any rules and/or regulations put forth by any regulatory body charged with the regulation and/or oversight of securities, investment, commodities, or futures activities; and (e) The Form ADV Subadviser represents that no action, suit or proceeding is pending or, to the knowledge of Subadviser, threatened against Subadviser or its principals, employees or affiliates before or by any court, regulatory agency or other governmental authority that brings into question the validity of the SubAdviser previously provided to transactions contemplated by this Agreement or that could impair the Adviser and all amendments to consummation by Subadviser of this Agreement or the SubAdviser’s Form ADV to be provided to Adviser is or will be a true and complete copy of the form as currently filed or as then filed with the SEC and the 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 the circumstances under which they were made, not misleadingtransactions contemplated hereby.

Representations and Warranties of Subadviser. The SubAdviser Subadviser represents and warrants to the Adviser and the Fund Trust as follows: (a) The SubAdviser Subadviser is registered with the SEC as an investment adviser under the Advisers Act; (b) The SubAdviser Subadviser is or will be registered as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) under the Commodity Exchange Act Act, as amended (the “"CEA”) "), with the Commodity Futures Trading Commission (the “"CFTC”) and the National Futures Association (“NFA”"), or is not required to register pursuant to an applicable exemptionfile such registration; (c) The SubAdviser Subadviser is a corporation duly organized and properly registered and operating under the laws of the State of Colorado Delaware with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, being conducted and as proposed to be, conductedbe conducted hereunder; (d) The execution, delivery and performance by the SubAdviser Subadviser of this Agreement are within the SubAdviserSubadviser's powers and have been duly authorized by all necessary action actions of its 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 SubAdviser Subadviser for the execution, delivery and performance by the SubAdviser Subadviser of this Agreement, and the execution, delivery and performance by the SubAdviser Subadviser of this Agreement do not contravene or constitute a violation of or a material default under (i) any provision of applicable law, rule or regulation, (ii) the SubAdviserSubadviser's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviser;Subadviser; and (e) The Form ADV of the SubAdviser previously Subadviser provided to the Adviser and all amendments to the SubAdviser’s Form ADV to be provided to Adviser Trust is or will be a true and complete copy of the form as currently filed form, including that part or as then parts of the Form ADV filed with the SEC SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the 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 the circumstances under which they were made, not misleading.

Representations and Warranties of Subadviser. The SubAdviser Subadviser represents and warrants to the Adviser and the Fund Trust as follows: (a) The SubAdviser Subadviser is registered with the SEC as an investment adviser under the Advisers Act; (b) The SubAdviser Subadviser is or will be registered as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) under the Commodity Exchange Act Act, as amended (the “CEA”) ), with the Commodity Futures Trading Commission (the “CFTC”) and the National Futures Association (“NFA”), or is not required to register pursuant to an applicable exemptionfile such registration; (c) The SubAdviser Subadviser is a corporation limited liability company duly organized and properly registered and operating under the laws of the State of Colorado Ohio with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, being conducted and as proposed to be, conductedbe conducted hereunder; (d) The execution, delivery and performance by the SubAdviser Subadviser of this Agreement are within the SubAdviser's Subadviser’s powers and have been duly authorized by all necessary action actions of its directors 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 SubAdviser Subadviser for the execution, delivery and performance by the SubAdviser Subadviser of this Agreement, and the execution, delivery and performance by the SubAdviser Subadviser 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 SubAdviser's Subadviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviser;Subadviser; and (e) The Form ADV of the SubAdviser Subadviser previously provided to the Adviser and all amendments to the SubAdviser’s Form ADV to be provided to Adviser Trust is or will be a true and complete copy of the form as currently filed form, including that part or as then parts of the Form ADV filed with the SEC SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the 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 the circumstances under which they were made, not misleading.

Representations and Warranties of Subadviser. The SubAdviser Subadviser represents and warrants to the Adviser and the Fund Trust as follows: (a) The SubAdviser Subadviser is registered with the SEC as an investment adviser under the Advisers Act; (b) The SubAdviser Subadviser is or will be registered as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) under the Commodity Exchange Act Act, as amended (the “CEA”) ), with the Commodity Futures Trading Commission (the “CFTC”) and the National Futures Association (“NFA”), or is not required to register pursuant to an applicable exemptionfile such registration; (c) The SubAdviser Subadviser is a corporation limited liability company duly organized and properly registered and operating under the laws of the State of Colorado Minnesota with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, being conducted and as proposed to be, conductedbe conducted hereunder; (d) The execution, delivery and performance by the SubAdviser Subadviser of this Agreement are within the SubAdviser's Subadviser’s powers and have been duly authorized by all necessary action actions of its directors 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 SubAdviser Subadviser for the execution, delivery and performance by the SubAdviser Subadviser of this Agreement, and the execution, delivery and performance by the SubAdviser Subadviser 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 SubAdviser's Subadviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviser;Subadviser; and (e) The Form ADV of the SubAdviser Subadviser previously provided to the Adviser and all amendments to the SubAdviser’s Form ADV to be provided to Adviser Trust is or will be a true and complete copy of the form as currently filed form, including that part or as then parts of the Form ADV filed with the SEC SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the 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 the circumstances under which they were made, not misleading.

Representations and Warranties of Subadviser. The SubAdviser Subadviser represents and warrants to the Adviser and the Fund as follows: (a) The SubAdviser Subadviser is registered with the SEC as an investment adviser under the Investment Advisers Act; (b) The SubAdviser is or Subadviser will be registered immediately notify the Adviser of the occurrence of any event that would disqualify the Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act; (c) The Subadviser has filed a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) notice of exemption pursuant to Rule 4.14 under the Commodity Exchange Act (the “CEA”) CEA with the Commodity Futures Trading Commission (the “"CFTC”") and the National Futures Association (“NFA”), or is not required to register pursuant to an applicable exemptionAssociation; (cd) The SubAdviser Subadviser is a corporation duly organized and properly registered and operating validly existing under the laws of the State of Colorado Wisconsin with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, and to be, being conducted; (de) The execution, delivery and performance by the SubAdviser Subadviser of this Agreement are within the SubAdviserSubadviser's powers and have been duly authorized 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 SubAdviser Subadviser for the execution, delivery and performance by the SubAdviser Subadviser of this Agreement, and the execution, delivery and performance by the SubAdviser Subadviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the SubAdviserSubadviser's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviserSubadviser; (ef) This Agreement is a valid and binding agreement of the Subadviser; and (g) The Form ADV of the SubAdviser Subadviser previously provided to the Adviser and all amendments to the SubAdviser’s Form ADV to be provided to Adviser is or will be a true and complete copy of the form as currently filed or as then filed with the SEC Commission and the 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 the circumstances under which they were made, not misleading.

Representations and Warranties of Subadviser. The SubAdviser Subadviser represents and warrants to the Adviser and the Fund Trust as follows: (a) The SubAdviser Subadviser is registered with the SEC as an investment adviser under the Advisers Act; (b) The SubAdviser If the Subadviser Assets contain commodity futures, the Subadviser is or will be registered as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) under the Commodity Exchange Act Act, as amended (the “CEA”) ), with the Commodity Futures Trading Commission (the “CFTC”) and is a member in good standing of the National Futures Association (“NFA”), or is not required to register pursuant file such registration with the CFTC or to an applicable exemptionbe a member of the NFA; (c) The SubAdviser Subadviser is a corporation an S-Corporation duly organized and properly registered and operating under the laws of the State of Colorado California with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, being conducted and as proposed to be, conductedbe conducted hereunder; (d) The execution, delivery and performance by the SubAdviser Subadviser of this Agreement are within the SubAdviser's Subadviser’s powers and have been duly authorized by all necessary action actions of its directors (or equivalent governing body) or shareholders, and when executed and delivered by Subadviser, this Agreement will be a legal, valid and binding obligation of Subadviser; (e) The Subadviser is duly registered and/or licensed with all regulatory bodies necessary or appropriate to perform its obligations under this Agreement 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 SubAdviser Subadviser for the execution, delivery and performance by the SubAdviser Subadviser of this Agreement, and the ; (f) The execution, delivery and performance by the SubAdviser Subadviser 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 SubAdviser's Subadviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviser;Subadviser, whether arising by contract, operation of law or otherwise; and (eg) The Form ADV of the SubAdviser Subadviser previously provided to the Adviser and all amendments to the SubAdviser’s Form ADV to be provided to Adviser Trust is or will be a true and complete copy of the form as currently filed form, including that part or as then parts of the Form ADV filed with the SEC SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the 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 the circumstances under which they were made, not misleading.

Representations and Warranties of Subadviser. The SubAdviser Subadviser represents and warrants to the Adviser and the Fund Funds as follows: (a) The SubAdviser Subadviser is registered with the SEC as an investment adviser under the Investment Advisers Act; (b) The SubAdviser is or Subadviser will be registered immediately notify the Adviser of the occurrence of any event that would disqualify the Subadviser from serving as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) under the Commodity Exchange Act (the “CEA”) with the Commodity Futures Trading Commission (the “CFTC”) and the National Futures Association (“NFA”), or is not required to register an investment adviser of an investment company pursuant to an applicable exemptionSection 9(a) of the Investment Company Act; (c) The SubAdviser Subadviser has filed a notice of exemption pursuant to Rule 4.14 under the CEA with the Commodity and Futures Trading Commission (the "CFTC") and the National Futures Association; (d) The Subadviser is fully authorized under all applicable law to serve as Subadviser to the Funds and to perform the services described under this Agreement; (e) The Subadviser is a corporation limited liability company duly organized and properly registered and operating validly existing under the laws of the State of Colorado Kansas with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, and to be, being conducted; (df) The execution, delivery and performance by the SubAdviser Subadviser of this Agreement are within the SubAdviserSubadviser's powers and have been duly authorized 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 SubAdviser Subadviser for the execution, delivery and performance by the SubAdviser Subadviser of this Agreement, and the execution, delivery and performance by the SubAdviser Subadviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the SubAdviserSubadviser's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviserSubadviser; (eg) This Agreement is a valid and binding agreement of the Subadviser; and (h) The Form ADV of the SubAdviser Subadviser previously provided to the Adviser and all amendments to the SubAdviser’s Form ADV to be provided to Adviser is or will be a true and complete copy of the form as currently filed or as then filed with the SEC Commission and the 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 the circumstances under which they were made, not misleading; (i) The Subadviser has adopted compliance policies and procedures reasonably designed to prevent violations of the Investment Advisers Act and the rules thereunder, has provided the Adviser with a copy of such compliance policies and procedures (and will provide them with any amendments thereto), and agrees to assist the Funds in complying with the Funds' compliance program adopted pursuant to Rule 38a-1 under the Investment Company Act, to the extent applicable. The Subadviser understands that the Board of Trustees of the Funds is required to approve the Subadviser's compliance policies and procedures and acknowledges that this Agreement is conditioned upon such Board approval; and (j) The Subadviser shall not divert any Fund's portfolio securities transactions to a broker or dealer in consideration of such broker or dealer's promotion or sales of shares of the Funds, any other series of RSF, or any other registered investment company.

Representations and Warranties of Subadviser. The SubAdviser Subadviser represents and warrants to the Adviser and the Fund Funds as follows: (a) The SubAdviser Subadviser is registered with the SEC as an investment adviser under the Investment Advisers Act; (b) The SubAdviser is or Subadviser will be registered immediately notify the Adviser of the occurrence of any event that would disqualify the Subadviser from serving as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) under the Commodity Exchange Act (the “CEA”) with the Commodity Futures Trading Commission (the “CFTC”) and the National Futures Association (“NFA”), or is not required to register an investment adviser of an investment company pursuant to an applicable exemptionSection 9(a) of the Investment Company Act; (c) The SubAdviser Subadviser is fully authorized to serve as Subadviser to the Funds and to perform the services described under this Agreement.; (d) The Subadviser is a corporation limited liability partnership duly organized and properly registered and operating validly existing under the laws of the State Commonwealth of Colorado Massachusetts with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, and to be, being conducted; (de) The execution, delivery and performance by the SubAdviser Subadviser of this Agreement are within the SubAdviserSubadviser's powers and have been duly authorized 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 SubAdviser Subadviser for the execution, delivery and performance by the SubAdviser Subadviser of this Agreement, and the execution, delivery and performance by the SubAdviser Subadviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the SubAdviserSubadviser's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviserSubadviser; (ef) This Agreement is a valid and binding agreement of the Subadviser; (g) The Form ADV of the SubAdviser Subadviser previously provided to the Adviser and all amendments to the SubAdviser’s Form ADV to be provided to Adviser is or will be a true and complete copy of the form as currently filed or as then filed with the SEC Commission and the information contained therein is accurate and complete in all material respects as of its filing date, and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.;

Representations and Warranties of Subadviser. The SubAdviser Subadviser represents and warrants to the Adviser and the Fund Funds as follows: (a) The SubAdviser Subadviser is registered with the SEC as an investment adviser under the Investment Advisers Act; (b) The SubAdviser is or Subadviser will be registered immediately notify the Adviser of the occurrence of any event that would disqualify the Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act; (c) The Subadviser has filed a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) notice of exemption pursuant to Rule 4.14 under the Commodity Exchange Act (the “CEA”) CEA with the Commodity Futures Trading Commission (the “"CFTC”") and the National Futures Association (“NFA”), or is not required to register pursuant to an applicable exemptionAssociation; (cd) The SubAdviser Subadviser is fully authorized under all applicable law to serve as Subadviser to the Funds and to perform the services described under this Agreement; (e) The Subadviser is a corporation limited liability company duly organized and properly registered and operating validly existing under the laws of the State state of Colorado Kansas with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, and to be, being conducted; (df) The execution, delivery and performance by the SubAdviser Subadviser of this Agreement are within the SubAdviserSubadviser's powers and have been duly authorized by all necessary action on the part of its members, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the SubAdviser Subadviser for the execution, delivery and performance by the SubAdviser Subadviser of this Agreement, and the execution, delivery and performance by the SubAdviser Subadviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the SubAdviserSubadviser's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviserSubadviser; (eg) This Agreement is a valid and binding agreement of the Subadviser; (h) The Form ADV of the SubAdviser Subadviser previously provided to the Adviser and all amendments to the SubAdviser’s Form ADV to be provided to Adviser is or will be a true and complete copy of the form as currently filed or as then filed with the SEC Commission and the information contained therein is accurate and complete in all material respects as of its filing date, and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; (i) The Subadviser has adopted compliance policies and procedures reasonably designed to prevent violations of the Investment Advisers Act and the rules thereunder, has provided the Adviser with a copy of such compliance policies and procedures (and will provide them with any amendments thereto), and agrees to assist the Funds in complying with the Funds' compliance program adopted pursuant to Rule 38a-1 under the Investment Company Act, to the extent applicable. The Subadviser understands that the Boards of Directors of the Funds are required to approve the Subadviser's compliance policies and procedures and acknowledges that this Agreement is conditioned upon such Board approval; and (j) The Subadviser shall not divert any Fund's portfolio securities transactions to a broker or dealer in consideration of such broker or dealer's promotion or sales of shares of the Fund, any other series of Security Equity Fund or SBL Fund, or any other registered investment company.

Representations and Warranties of Subadviser. The SubAdviser Subadviser represents and warrants to the Adviser and the Fund as follows: (a) The SubAdviser Subadviser is registered with a bank within the SEC as an investment adviser under meaning of Section 2(a)(5) of the Investment Company Act and Section 202(a)(2) of the Investment Advisers Act; (b) The SubAdviser Subadviser will immediately notify the Adviser of the occurrence of any event that would disqualify the Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act; (c) The Subadviser is or will be registered as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) under the Commodity Exchange Act (the “CEA”) not required to register with the Commodity Futures Trading Commission (the “"CFTC”") and the National Futures Association (“NFA”), or is not required to register as a commodity trading advisor pursuant to an applicable exemptionSection 1a(5)(B) or 4m of the CEA; (cd) The SubAdviser Subadviser is a corporation duly organized and properly registered and operating validly existing under the laws of the State of Colorado New York with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, and to be, being conducted; (de) The execution, delivery and performance by the SubAdviser Subadviser of this Agreement are within the SubAdviserSubadviser's powers and have been duly authorized 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 SubAdviser Subadviser for the execution, delivery and performance by the SubAdviser Subadviser of this Agreement, and the execution, delivery and performance by the SubAdviser Subadviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the SubAdviserSubadviser's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviserSubadviser; (ef) The Form ADV This Agreement is a valid and binding agreement of the SubAdviser previously provided to the Adviser and all amendments to the SubAdviser’s Form ADV to be provided to Adviser is or will be a true and complete copy of the form as currently filed or as then filed with the SEC and the 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 the circumstances under which they were made, not misleading.Subadviser;

Representations and Warranties of Subadviser. The SubAdviser Subadviser represents and warrants to the Adviser and the Fund Trust as follows: (a) The SubAdviser Subadviser is registered with the SEC as an investment adviser under the Advisers Act; (b) The SubAdviser Subadviser is or will be registered as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) under the Commodity Exchange Act Act, as amended (the “CEA”) ), with the Commodity Futures Trading Commission (the “CFTC”) and the National Futures Association (“NFA”), has filed a notice of exemption with the CFTC under the CEA or is not required to register pursuant to an applicable file such registration or exemption; (c) The SubAdviser Subadviser is a corporation duly organized and properly registered and operating under the laws of the State of Colorado Delaware with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, being conducted and as proposed to be, conductedbe conducted hereunder; (d) The execution, delivery and performance by the SubAdviser Subadviser of this Agreement are within the SubAdviser's Subadviser’s powers and have been duly authorized by all necessary action actions of its directors 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 SubAdviser Subadviser for the execution, delivery and performance by the SubAdviser Subadviser of this Agreement, and the execution, delivery and performance by the SubAdviser Subadviser 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 SubAdviser's Subadviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviser;Subadviser; and (e) The Form ADV of the SubAdviser Subadviser previously provided to the Adviser and all amendments to the SubAdviser’s Form ADV to be provided to Adviser Trust is or will be a true and complete copy of the form as currently filed form, including that part or as then parts of the Form ADV filed with the SEC SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the 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 the circumstances under which they were made, not misleading.

Representations and Warranties of Subadviser. The SubAdviser Subadviser represents and warrants to the Adviser and the Fund Trust as follows: (a) The SubAdviser Subadviser is registered with the SEC as an investment adviser under the Advisers ActAdvisers; (b) The SubAdviser Subadviser is or will be registered as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) under the Commodity Exchange Act Act, as amended (the “"CEA”) "), with the Commodity Futures Trading Commission (the “"CFTC”) and the National Futures Association (“NFA”"), or is not required to register pursuant to an applicable exemptionfile such registration; (c) The SubAdviser Subadviser is a corporation duly organized and properly registered and operating under the laws of the State of Colorado Illinois with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, being conducted and as proposed to be, conductedbe conducted hereunder; (d) The execution, delivery and performance by the SubAdviser Subadviser of this Agreement are within the SubAdviserSubadviser's powers and have been duly authorized by all necessary action actions of its directors 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 SubAdviser Subadviser for the execution, delivery and performance by the SubAdviser Subadviser of this Agreement, and the execution, delivery and performance by the SubAdviser Subadviser 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 SubAdviserSubadviser's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviser;Subadviser; and (e) The Form ADV of the SubAdviser previously Subadviser provided to the Adviser and all amendments to the SubAdviser’s Form ADV to be provided to Adviser Trust is or will be a true and complete copy of the form as currently filed form, including that part or as then parts of the Form ADV filed with the SEC SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the 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 the circumstances under which they were made, not misleading.

Representations and Warranties of Subadviser. The SubAdviser Subadviser represents and warrants to the Adviser and the Fund Trust as follows: (a) The SubAdviser Subadviser is registered with the SEC as an investment adviser under the Advisers Act; (b) The SubAdviser Subadviser is or will be registered as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) under the Commodity Exchange Act Act, as amended (the “CEA”) ), with the Commodity Futures Trading Commission (the “CFTC”) and the National Futures Association (“NFA”), or is not required to register pursuant to an applicable exemptionbe so registered; (c) The SubAdviser Subadviser is a corporation limited liability company duly organized and properly registered and operating under the laws of the State of Colorado Delaware with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, being conducted and as proposed to be, conductedbe conducted hereunder; (d) The execution, delivery and performance by the SubAdviser Subadviser of this Agreement are within the SubAdviser's Subadviser’s powers and have been duly authorized by all necessary action actions of its directors 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 SubAdviser Subadviser for the execution, delivery and performance by the SubAdviser Subadviser of this Agreement, and the execution, delivery and performance by the SubAdviser Subadviser 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 SubAdviser's Subadviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviser;Subadviser; and (e) The Form ADV of the SubAdviser Subadviser previously provided to the Adviser and all amendments to the SubAdviser’s Form ADV to be provided to Adviser Trust is or will be a true and complete copy of the form as currently filed form, including that part or as then parts of the Form ADV filed with the SEC SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the 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 the circumstances under which they were made, not misleading.

Representations and Warranties of Subadviser. The SubAdviser Subadviser represents and warrants to the Adviser and the Fund Trust as follows: (a) a. The SubAdviser Subadviser is registered with the SEC as an investment adviser under the Advisers Act; (b) b. The SubAdviser Subadviser is or will be registered as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) under the Commodity Exchange Act Act, as amended (the “"CEA”) "), with the Commodity Futures Trading Commission (the “"CFTC”) and the National Futures Association (“NFA”"), or is not required to register pursuant to an applicable exemptionfile such registration; (c) c. The SubAdviser Subadviser is a corporation duly organized and properly registered and operating under the laws of the State of Colorado Oregon with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, being conducted and as proposed to be, conductedbe conducted hereunder; (d) d. The execution, delivery and performance by the SubAdviser Subadviser of this Agreement are within the SubAdviserSubadviser's powers and have been duly authorized by all necessary action actions of its directors 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 SubAdviser Subadviser for the execution, delivery and performance by the SubAdviser Subadviser of this Agreement, and the execution, delivery and performance by the SubAdviser Subadviser 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 SubAdviserSubadviser's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviser;Subadviser; and (e) e. The Form ADV of the SubAdviser Subadviser previously provided to the Adviser and all amendments to the SubAdviser’s Form ADV to be provided to Adviser Trust is or will be a true and complete copy of the form as currently filed form, including that part or as then parts of the Form ADV filed with the SEC SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the 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 the circumstances under which they were made, not misleading.

Representations and Warranties of Subadviser. The SubAdviser Subadviser represents and warrants to the Adviser and the Fund Trust as follows: (a) The SubAdviser Subadviser is registered with the SEC as an investment adviser under the Advisers Act; (b) The SubAdviser Subadviser is or will be registered as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) under the Commodity Exchange Act Act, as amended (the “"CEA”) "), with the Commodity Futures Trading Commission (the “"CFTC”) and the National Futures Association (“NFA”"), or is not required to register pursuant to an applicable exemptionfile such registration; (c) The SubAdviser Subadviser is a corporation duly organized and properly registered and operating under the laws of the State of Colorado Illinois with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, being conducted and as proposed to be, conductedbe conducted hereunder; (d) The execution, delivery and performance by the SubAdviser Subadviser of this Agreement are within the SubAdviserSubadviser's powers and have been duly authorized by all necessary action actions of its 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 SubAdviser Subadviser for the execution, delivery and performance by the SubAdviser Subadviser of this Agreement, and the execution, delivery and performance by the SubAdviser Subadviser of this Agreement do not contravene or constitute a violation of or a material default under (i) any provision of applicable law, rule or regulation, (ii) the SubAdviserSubadviser's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviser;Subadviser; and (e) The Form ADV of the SubAdviser previously Subadviser provided to the Adviser and all amendments to the SubAdviser’s Form ADV to be provided to Adviser Trust is or will be a true and complete copy of the form as currently filed form, including that part or as then parts of the Form ADV filed with the SEC SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the 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 the circumstances under which they were made, not misleading.

Representations and Warranties of Subadviser. The SubAdviser Subadviser represents and warrants to the Adviser and the Fund Trust as follows: (a) The SubAdviser Subadviser is registered with the SEC as an investment adviser under the Advisers Act; (b) The SubAdviser Subadviser is or will be not registered as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) under the Commodity Exchange Act Act, as amended (the “CEA”) ), with the Commodity Futures Trading Commission (the “CFTC”) and the National Futures Association (“NFA”), or and is not required to register pursuant to an applicable exemptionfile such registration; (c) The SubAdviser Subadviser is a corporation duly organized and properly registered and operating under the laws of the State of Colorado Singapore with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, being conducted and as proposed to be, conductedbe conducted hereunder; (d) The execution, delivery and performance by the SubAdviser Subadviser of this Agreement are within the SubAdviser's Subadviser’s powers and have been duly authorized by all necessary action actions of its directors 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 SubAdviser Subadviser for the execution, delivery and performance by the SubAdviser Subadviser of this Agreement, and the execution, delivery and performance by the SubAdviser Subadviser 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 SubAdviser's Subadviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviser;Subadviser; and (e) The Form ADV of the SubAdviser previously Subadviser provided to the Adviser and all amendments to the SubAdviser’s Form ADV to be provided to Adviser Trust is or will be a true and complete copy of the form as currently filed form, including that part or as then parts of the Form ADV filed with the SEC SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the 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 the circumstances under which they were made, not misleading.

Representations and Warranties of Subadviser. The SubAdviser Subadviser represents and warrants to the Adviser and the Fund as follows: (a) The SubAdviser Subadviser is registered with the SEC as an investment adviser under the Advisers Act; (b) The SubAdviser is or will be registered as Subadviser has filed a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) notice of exemption pursuant to Rule 4.14 under the Commodity Exchange Act Act, as amended (the “CEA”) ), with the Commodity Futures Trading Commission (the “CFTC”) and the National Futures Association (the “NFA”), or is not required to register pursuant to an applicable file such exemption; (c) The SubAdviser Subadviser is a corporation limited liability company, duly organized and properly registered and operating validly existing under the laws of the State of Colorado Ohio with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, and to be, being conducted; (d) The execution, delivery and performance by the SubAdviser Subadviser of this Agreement are within the SubAdviser's Subadviser’s powers and have been duly authorized by all necessary action on the part of its Board of Managers, and no action by by, or in respect of, of or filing with, any governmental body, agency or official is required on the part of the SubAdviser Subadviser for the execution, delivery and performance by the SubAdviser Subadviser of this Agreement, and the execution, delivery and performance by the SubAdviser Subadviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the SubAdviser's Subadviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviserSubadviser; (e) The Form ADV of the SubAdviser previously Subadviser provided to the Adviser and all amendments to the SubAdviser’s Form ADV to be provided to Adviser is or will be a true and complete copy of the form as currently filed form, including that part or as then parts of the Form ADV filed with the SEC SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the 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 the circumstances under which they were made, not misleading. In addition, the Subadviser agrees to promptly provide the Trust with updates of its Form ADV.

Representations and Warranties of Subadviser. The SubAdviser Subadviser represents and warrants to the Adviser and the Fund Trust as follows: (a) The SubAdviser Subadviser is registered with the SEC as an investment adviser under the Advisers Act; (b) The SubAdviser Subadviser is or will be registered as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) under the Commodity Exchange Act Act, as amended (the “"CEA”) "), with the Commodity Futures Trading Commission (the “"CFTC”) and the National Futures Association (“NFA”"), or is not required to register pursuant to an applicable exemptionfile such registration; (c) The SubAdviser Subadviser is a corporation duly organized and properly registered and operating under the laws of the State of Colorado Illinois with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, being conducted and as proposed to be, conductedbe conducted hereunder; (d) The execution, delivery and performance by the SubAdviser Subadviser of this Agreement are within the SubAdviserSubadviser's powers and have been duly authorized by all necessary action actions of its directors 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 SubAdviser Subadviser for the execution, delivery and performance by the SubAdviser Subadviser of this Agreement, and the execution, delivery and performance by the SubAdviser Subadviser 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 SubAdviserSubadviser's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviser;Subadviser; and (e) The Form ADV of the SubAdviser previously Subadviser provided to the Adviser and all amendments to the SubAdviser’s Form ADV to be provided to Adviser Trust is or will be a true and complete copy of the form as currently filed form, including that part or as then parts of the Form ADV filed with the SEC SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the 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 the circumstances under which they were made, not misleading.

Representations and Warranties of Subadviser. The SubAdviser Subadviser represents and warrants to the Adviser and the Fund Trust as follows: (a) The SubAdviser Subadviser is registered with the SEC as an investment adviser under the Advisers ActAct and maintains compliance policies and procedures consistent with Rule 206(4)-7 under the Advisers Act and Rule 38a-1 under the 1940 Act (to the extent applicable); (b) The SubAdviser is or will be registered as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) under the Commodity Exchange Act (the “CEA”) with the Commodity Futures Trading Commission (the “CFTC”) and the National Futures Association (“NFA”), or is not required to register pursuant to an applicable exemption; (c) The SubAdviser Subadviser is a corporation limited liability company duly organized and properly registered and operating under the laws of the State of Colorado Texas with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, being conducted and as proposed to be, conductedbe conducted hereunder; (dc) The execution, delivery and performance by the SubAdviser Subadviser of this Agreement are within the SubAdviserSubadviser's powers and have been duly authorized by all necessary action actions of its directors 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 SubAdviser Subadviser for the execution, delivery and performance by the SubAdviser Subadviser of this Agreement, and the execution, delivery and performance by the SubAdviser Subadviser 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 SubAdviserSubadviser's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviser;Subadviser; and (ed) The Form ADV of the SubAdviser previously Subadviser provided to the Adviser and all amendments to the SubAdviser’s Form ADV to be provided to Adviser Trust is or will be a true and complete copy of the form as currently filed form, including that part or as then parts of the Form ADV filed with the SEC SEC, that part or parts maintained in the records of the Subadviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the 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 the circumstances under which they were made, not misleading.

Representations and Warranties of Subadviser. The SubAdviser Subadviser represents and warrants to the Adviser and the Fund 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 SubAdviser Subadviser 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) it: (a) is registered with the SEC as an investment adviser under the Advisers Act; (b) The SubAdviser is or will be Act and registered as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) under the Commodity Exchange Act (the “CEA”) with the Commodity Futures Trading Commission (the “CFTC”) as a commodity trading advisor and that it is a member of the National Futures Association in such capacity, and in each case will continue to be so registered for so long as this Agreement remains in effect; (“NFA”), or b) is not required to register pursuant to an applicable exemption; prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (c) The SubAdviser 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, in each case with which the failure to comply would reasonably be expected to result in a material adverse effect on the Subadviser’s ability to fulfill its obligations hereunder; and (e) will promptly notify the Adviser of the occurrence of any event that would disqualify the Subadviser from serving as investment adviser of a registered investment company pursuant to Section 9(a) of the 1940 Act. (d) to the best of its 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 and properly registered and operating under 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 laws Subadviser’s ability to provide services to the Fund, nor has the Subadviser 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 State of Colorado with Subadviser’s ability to provide services to the power Fund, or a material adverse change in the Subadviser’s financial or business prospects that would reasonably be expected to own and possess its assets, perform materially impair the Subadviser’s ability to discharge its obligations under this Agreement. (e) it has all governmental, regulatory, self-regulatory, and exchange licenses, registrations, memberships, and approvals required to carry on its business act as investment adviser to the Fund and it will obtain and maintain any such required licenses, registrations, memberships, and approval. (f) it shall promptly notify the Adviser of any changes in the key personnel who are either the portfolio manager(s) responsible for the Fund or the principal executive officers of the Subadviser. It shall promptly notify the Adviser and the Fund of any event that could reasonably be deemed, once consummated, to result in a change in control of the Subadviser as such term is defined under the 1940 Act as soon as it is now being, and to be, conducted;reasonably becomes aware of such potential change in control. (dg) The execution, delivery and performance the information provided by the SubAdviser of this Agreement are within Subadviser to the SubAdviser's powers and have been duly authorized by all necessary action and no action by or Adviser in respect ofwriting shall not, or filing with, any governmental body, agency or official is required on to the part knowledge of the SubAdviser for Subadviser, contain an untrue statement of a material fact or omit to state a material fact necessary to make the executioninformation not misleading. (h) if, delivery and performance by at any time during the SubAdviser 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 the execution, delivery and performance by the SubAdviser of warranties in this Agreement do not contravene inaccurate or constitute a default under (i) incomplete in any provision of applicable lawmaterial respect, rule or regulation, (ii) the SubAdviser's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviser; (e) The Form ADV of the SubAdviser previously provided it will provide prompt written notification to the Adviser of such fact, omission, event, or change of circumstance, and all amendments the facts related thereto, and it is agreed that the failure to provide such notification of the SubAdviser’s Form ADV failure to continue to be provided to Adviser is or will be a true and complete copy of the form as currently filed or as then filed in compliance with the SEC foregoing representations and the information contained therein is accurate and complete in all warranties shall be deemed a material respects and does not omit to state any material fact necessary in order to make the statements made, in light breach of the circumstances under which they were made, not misleadingthis Agreement.

Representations and Warranties of Subadviser. The SubAdviser Subadviser represents and warrants to the Adviser and the Fund as follows: (a) The SubAdviser Subadviser is registered with the SEC as an investment adviser under the Advisers Act; (b) The SubAdviser Subadviser is or will be registered as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) under the Commodity Exchange Act Act, as amended (the “CEA”) ), with the Commodity Futures Trading Commission (the “CFTC”) and the National Futures Association (“NFA”), or is not required to register pursuant to an applicable exemption; (c) The SubAdviser Subadviser is a corporation duly organized and properly registered and operating under the laws of the State of Colorado Scotland with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, being conducted and as proposed to be, conductedbe conducted hereunder; (d) The execution, delivery and performance by the SubAdviser Subadviser of this Agreement are within the SubAdviser's Subadviser’s powers and have been duly authorized by all necessary action actions of its directors 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 SubAdviser Subadviser for the execution, delivery and performance by the SubAdviser Subadviser of this Agreement, and the execution, delivery and performance by the SubAdviser Subadviser 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 SubAdviser's Subadviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviser;Subadviser; and (e) The Form ADV of the SubAdviser previously Subadviser provided to the Adviser and all amendments to the SubAdviser’s Form ADV to be provided to Adviser Fund is or will be a true and complete copy of the form as currently filed form, including that part or as then parts of the Form ADV filed with the SEC SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the 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 the circumstances under which they were made, not misleading.

Representations and Warranties of Subadviser. The SubAdviser Subadviser represents and warrants to the Adviser and the Fund Trust as follows: (a) The SubAdviser Subadviser is registered with the SEC as an investment adviser under the Advisers Act; (b) The SubAdviser If the Subadviser Assets contain commodity futures, the Subadviser is or will be registered as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) under the Commodity Exchange Act Act, as amended (the “CEA”) ), with the Commodity Futures Trading Commission (the “CFTC”) and is a member in good standing of the National Futures Association (“NFA”), or is not required to register pursuant file such registration with the CFTC or to an applicable exemptionbe a member of the NFA; (c) The SubAdviser Subadviser is a corporation Limited Partnership duly organized and properly registered and operating under the laws of the State of Colorado Delaware with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, being conducted and as proposed to be, conductedbe conducted hereunder; (d) The execution, delivery and performance by the SubAdviser Subadviser of this Agreement are within the SubAdviser's Subadviser’s powers and have been duly authorized by all necessary action actions of its directors (or equivalent governing body) or shareholders, and when executed and delivered by Subadviser, this Agreement will be a legal, valid and binding obligation of Subadviser; (e) The Subadviser is duly registered and/or licensed with all regulatory bodies necessary or appropriate to perform its obligations under this Agreement 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 SubAdviser Subadviser for the execution, delivery and performance by the SubAdviser Subadviser of this Agreement, and the ; (f) The execution, delivery and performance by the SubAdviser Subadviser 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 SubAdviser's Subadviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviser;Subadviser, whether arising by contract, operation of law or otherwise; and (eg) The Form ADV of the SubAdviser Subadviser previously provided to the Adviser and all amendments to the SubAdviser’s Form ADV to be provided to Adviser Trust is or will be a true and complete copy of the form as currently filed form, including that part or as then parts of the Form ADV filed with the SEC SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the 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 the circumstances under which they were made, not misleading.

Representations and Warranties of Subadviser. The SubAdviser Subadviser represents and warrants to the Adviser and the Fund Trust as follows: (a) The SubAdviser Subadviser is registered with the SEC as an investment adviser under the Advisers Act; (b) The SubAdviser Subadviser is or will be registered as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) under the Commodity Exchange Act Act, as amended (the “CEA”) ), with the Commodity Futures Trading Commission (the “CFTC”) and the National Futures Association (“NFA”), or is not required to register pursuant to an applicable exemptionfile such registration; (c) The SubAdviser Subadviser is a corporation limited liability company duly organized and properly registered and operating under the laws of the State of Colorado New York with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, being conducted and as proposed to be, conductedbe conducted hereunder; (d) The execution, delivery and performance by the SubAdviser Subadviser of this Agreement are within the SubAdviser's Subadviser’s powers and have been duly authorized by all necessary action actions of its directors 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 SubAdviser Subadviser for the execution, delivery and performance by the SubAdviser Subadviser of this Agreement, and the execution, delivery and performance by the SubAdviser Subadviser 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 SubAdviser's Subadviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviser;Subadviser; and (e) The Form ADV of the SubAdviser Subadviser previously provided to the Adviser and all amendments to the SubAdviser’s Form ADV to be provided to Adviser Trust is or will be a true and complete copy of the form as currently filed form, including that part or as then parts of the Form ADV filed with the SEC SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the 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 the circumstances under which they were made, not misleading.

Representations and Warranties of Subadviser. The SubAdviser Subadviser represents and warrants to the Adviser and the Fund Trust as follows: (a) The SubAdviser Subadviser is registered with the SEC as an investment adviser under the Advisers Act; (b) The SubAdviser Subadviser is or will be registered as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) under the Commodity Exchange Act Act, as amended (the “"CEA”) "), with the Commodity Futures Trading Commission (the “"CFTC”) and the National Futures Association (“NFA”"), or is not required to register pursuant to an applicable exemptionfile such registration; (c) The SubAdviser Subadviser is a limited liability corporation duly organized and properly registered and operating under the laws of the State of Colorado Delaware with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, being conducted and as proposed to be, conductedbe conducted hereunder; (d) The execution, delivery and performance by the SubAdviser Subadviser of this Agreement are within the SubAdviserSubadviser's powers and have been duly authorized by all necessary action actions of its directors 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 SubAdviser Subadviser for the execution, delivery and performance by the SubAdviser Subadviser of this Agreement, and the execution, delivery and performance by the SubAdviser Subadviser 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 SubAdviserSubadviser's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviser;Subadviser; and (e) The Form ADV of the SubAdviser previously Subadviser provided to the Adviser and all amendments to the SubAdviser’s Form ADV to be provided to Adviser Trust is or will be a true and complete copy of the form as currently filed form, including that part or as then parts of the Form ADV filed with the SEC SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the 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 the circumstances under which they were made, not misleading.

Representations and Warranties of Subadviser. The SubAdviser Subadviser represents and warrants to the Adviser and the Fund as follows: (a) The SubAdviser Subadviser is registered with the SEC as an investment adviser under the Advisers Act; (b) The SubAdviser is or will be registered as Subadviser has filed a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) notice of exemption pursuant to Rule 4.14 under the Commodity Exchange Act (the “"CEA”") with the Commodity Futures Trading Commission (the “"CFTC”") and the National Futures Association (“"NFA”"), or is not required to register pursuant to an applicable file such exemption; (c) The SubAdviser Subadviser is a corporation duly organized and properly registered and operating validly existing under the laws of the State of Colorado Wisconsin with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, and to be, being conducted; (d) The execution, delivery and performance by the SubAdviser Subadviser of this Agreement are within the SubAdviserSubadviser's powers and have been duly authorized by all necessary action corporate action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the SubAdviser Subadviser for the execution, delivery and performance by the SubAdviser Subadviser of this Agreement, and the execution, delivery and performance by the SubAdviser Subadviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the SubAdviserSubadviser's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviser;Subadviser; and (e) The Form ADV of the SubAdviser Subadviser previously provided to the Adviser and all amendments to the SubAdviser’s Form ADV to be provided to Adviser is or will be a true and complete copy of the form as currently filed or as then filed with the SEC and the 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 the circumstances under which they were made, not misleading. In addition, the Subadviser agrees to use its best efforts to promptly provide the Trust with updates of its Form ADV.

Representations and Warranties of Subadviser. The SubAdviser represents and warrants to the Adviser and the Fund as follows: (a) The SubAdviser is registered with the SEC as an investment adviser under the Advisers Act; (b) The SubAdviser is or will be registered as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) under the Commodity Exchange Act (the “CEA”) with the Commodity Futures Trading Commission (the “CFTC”) and the National Futures Association (“NFA”), or is not required to register pursuant to an applicable exemption; (c) The SubAdviser is a corporation duly organized and properly registered and operating under the laws of the State of Colorado with the power to own and possess its assets, perform its obligations under this Agreement, and to carry on its business as it is now being, and to be, conducted; (d) The execution, delivery and performance by the SubAdviser of this Agreement are within the SubAdviser's powers and have been duly authorized by all necessary action and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the SubAdviser for the execution, delivery and performance by the SubAdviser of this Agreement, and the execution, delivery and performance by the SubAdviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the SubAdviser's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviser;; and (e) The Form ADV of the SubAdviser previously provided to the Adviser and all amendments to the SubAdviser’s Form ADV to be provided to Adviser is or will be a true and complete copy of the form as currently filed or as then filed with the SEC and the 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 the circumstances under which they were made, not misleading.

Representations and Warranties of Subadviser. The SubAdviser Subadviser represents and warrants to the Adviser and the Fund Trust as follows: (a) The SubAdviser Subadviser is registered with the SEC as an investment adviser under the Advisers Act; (b) The SubAdviser Subadviser is or will be registered as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) under the Commodity Exchange Act Act, as amended (the “CEA”) ), with the Commodity Futures Trading Commission (the “CFTC”) and the National Futures Association (“NFA”), or is not required to register pursuant to an applicable exemptionfile such registration; (c) The SubAdviser Subadviser is a corporation duly organized and properly registered and operating under the laws of the State of Colorado New York with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, being conducted and as proposed to be, conductedbe conducted hereunder; (d) The execution, delivery and performance by the SubAdviser Subadviser of this Agreement are within the SubAdviser's Subadviser’s powers and have been duly authorized by all necessary action actions of its directors 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 SubAdviser Subadviser for the execution, delivery and performance by the SubAdviser Subadviser of this Agreement, and the execution, delivery and performance by the SubAdviser Subadviser 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 SubAdviser's Subadviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviser;Subadviser; and (e) The Form ADV of the SubAdviser Subadviser previously provided to the Adviser and all amendments to the SubAdviser’s Form ADV to be provided to Adviser Trust is or will be a true and complete copy of the form as currently filed form, including that part or as then parts of the Form ADV filed with the SEC SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the 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 the circumstances under which they were made, not misleading.

Representations and Warranties of Subadviser. The SubAdviser Subadviser represents and warrants to the Adviser and the Fund as follows: (a) The SubAdviser Subadviser is registered with the SEC as an investment adviser under the Advisers Act; (b) The SubAdviser Subadviser is or will be registered as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) under the Commodity Exchange Act Act, as amended (the “CEA”) ), with the Commodity Futures Trading Commission (the “CFTC”) and the National Futures Association (“NFA”), or is not required to register pursuant to an applicable exemption; (c) The SubAdviser Subadviser is a corporation duly organized and properly registered and operating validly existing under the laws of the State of Colorado Delaware with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, and to be, being conducted; (d) The execution, delivery and performance by the SubAdviser Subadviser of this Agreement are within the SubAdviser's Subadviser’s powers and have been duly authorized by all necessary action on the part of its Board of Directors 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 SubAdviser Subadviser for the execution, delivery and performance by the SubAdviser Subadviser of this Agreement, and the execution, delivery and performance by the SubAdviser Subadviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the SubAdviser's Subadviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviser;Subadviser; and (e) The Form ADV of the SubAdviser previously Subadviser provided to the Adviser and all amendments to the SubAdviser’s Form ADV to be provided to Adviser is or will be a true and complete copy of the form as currently filed form, including that part or as then parts of the Form ADV filed with the SEC SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the 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 the circumstances under which they were made, not misleading. In addition, the Subadviser agrees to promptly provide the Trust with updates of its Form ADV.

Representations and Warranties of Subadviser. The SubAdviser represents and warrants to the Adviser and the Fund Sub-SubAdviser as follows: (a) The SubAdviser is registered with the SEC as an investment adviser under the Advisers ActAct and is registered or licensed as an investment adviser under the laws of all jurisdictions in which its activities require it to be so registered or licensed and will continue to be so registered for so long as this Agreement remains in effect; (b) The SubAdviser is or will be registered under the CEA as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) under the and Commodity Exchange Act (the “CEA”) Trading Adviser with the Commodity Futures Trading Commission (the “CFTC”) CFTC and the National Futures Association (“NFA”), or it is not required to register pursuant to an applicable exemption; (c) The SubAdviser is a corporation duly organized and properly registered and operating validly existing under the laws of the State of Colorado with the power to own and possess its assets, perform its obligations under this Agreement, and to carry on its business as it is now being, and to be, conducted; (d) The execution, delivery and performance by the SubAdviser of this Agreement are within the SubAdviser's powers and have been duly authorized by all necessary action action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the SubAdviser for the execution, delivery and performance by the SubAdviser of this Agreement, and the execution, delivery and performance by the SubAdviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the SubAdviser's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviser; (e) The SubAdviser acknowledges that it received a copy of the Sub-SubAdviser's Form ADV prior to the execution of this Agreement; (f) The SubAdviser and the Adviser have duly entered into the SubAdvisory Agreement pursuant to which the Adviser authorized the SubAdviser to enter into this Agreement; (g) To the extent that the CEA and the CFTC regulations require (A) registration by such party as a CPO or CTA and/or membership with NFA with respect to the Fund, (B) specific disclosure, as applicable to the investors in the Fund, or (C) filing of reports and other documents with respect to the Fund, the SubAdviser shall promptly and fully comply, or take reasonable steps to cause the Fund to comply, with all such requirements; (h) The SubAdviser has adopted and implemented the Code of Ethics complying with the requirements of Rule 17j-1 under the 1940 Act; (i) The SubAdviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the SubAdviser, its employees, officers and agents (“Compliance Procedures”); (j) The SubAdviser has policies and procedures reasonably designed to ensure compliance in all material respects with all applicable laws, rules and regulations, including without limitation, economic sanctions programs, such as those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the European Union and the United Nations Security Council; (k) The Form ADV of the SubAdviser previously provided to the Adviser Sub-SubAdviser is and all amendments and annual updates to the SubAdviser’s 's Form ADV to be provided to Adviser is or Sub-SubAdviser will be a true and complete copy of the form as currently filed or as then filed with the SEC and the 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 the circumstances under which they were made, not misleading; (l) The SubAdviser agrees that it will maintain at all times during the course of this Agreement and for the period thereafter in which indemnification obligations thereto could be triggered a commercially reasonable level of errors and omissions and/or professional liability insurance coverage, taking into account the aggregate amount that it could potentially be required to pay based on actual or potential liabilities in connection with its obligations under this Agreement. ; (m) The SubAdviser has in place, and shall have in place during the entire term of this Agreement, a business continuity plan, which may be updated from time to time, that governs the SubAdviser’s treatment of (i) material data processed by the SubAdviser’s computer system in the performance of its duties hereunder and the retrieval of any such material data from the SubAdviser’s back-up facilities and (ii) the performance of its duties under this Agreement relating to contingency planning, disaster recovery, back-up processing, recovery time objective, resumption operating capacities, escalation, activation and crisis management procedures; (n) The SubAdviser has in place, and shall have in place during the entire term of this Agreement, a cybersecurity program, which may be updated from time to time, and which is reasonably designed to monitor for and protect against cybersecurity-related breaches or incidents, and it conducts regular testing of such cybersecurity program; and (o) This Agreement is enforceable against the SubAdviser in accordance with its terms, subject as to enforcement to bankruptcy, insolvency, reorganization, arrangement, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Each party agrees to notify the other promptly in writing if any of the representations and warranties herein ceases to be accurate in any material respect with respect to the SubAdviser, the Sub-SubAdviser or the Fund.

Representations and Warranties of Subadviser. The SubAdviser Subadviser represents and warrants to the Adviser and the Fund Trust as follows: (a) The SubAdviser Subadviser is registered with the SEC as an investment adviser under the Advisers Act; (b) The SubAdviser Subadviser is or will be registered as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) under the Commodity Exchange Act Act, as amended (the “"CEA”) "), with the Commodity Futures Trading Commission (the “"CFTC”) and the National Futures Association (“NFA”"), or is not required to register pursuant to an applicable exemptionfile such registration; (c) The SubAdviser Subadviser is a corporation duly organized and properly registered and operating under the laws of the State of Colorado New York with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, being conducted and as proposed to be, conductedbe conducted hereunder; (d) The execution, delivery and performance by the SubAdviser Subadviser of this Agreement are within the SubAdviserSubadviser's powers and have been duly authorized by all necessary action actions of its 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 SubAdviser Subadviser for the execution, delivery and performance by the SubAdviser Subadviser of this Agreement, and the execution, delivery and performance by the SubAdviser Subadviser of this Agreement do not contravene or constitute a violation of or a material default under (i) any provision of applicable law, rule or regulation, (ii) the SubAdviserSubadviser's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviser;Subadviser, and (e) The Form ADV of the SubAdviser previously Subadviser provided to the Adviser and all amendments to the SubAdviser’s Form ADV to be provided to Adviser Trust is or will be a true and complete copy of the form as currently filed form, including that part or as then parts of the Form ADV filed with the SEC SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the 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 the circumstances under which they were made, not misleading.

Representations and Warranties of Subadviser. The SubAdviser Subadviser represents and warrants to the Adviser and the Fund Trust as follows: (a) The SubAdviser Subadviser is registered with the SEC as an investment adviser under the Advisers Act;Advisers (b) The SubAdviser Subadviser is or will be registered as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) under the Commodity Exchange Act Act, as amended (the “"CEA”) "), with the Commodity Futures Trading Commission (the “"CFTC”) and the National Futures Association (“NFA”"), or is not required to register pursuant to an applicable exemptionfile such registration; (c) The SubAdviser Subadviser is a corporation duly organized and properly registered and operating under the laws of the State of Colorado Illinois with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, being conducted and as proposed to be, conductedbe conducted hereunder; (d) The execution, delivery and performance by the SubAdviser Subadviser of this Agreement are within the SubAdviserSubadviser's powers and have been duly authorized by all necessary action actions of its directors 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 SubAdviser Subadviser for the execution, delivery and performance by the SubAdviser Subadviser of this Agreement, and the execution, delivery and performance by the SubAdviser Subadviser 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 SubAdviserSubadviser's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviser;Subadviser; and (e) The Form ADV of the SubAdviser Subadviser previously provided to the Adviser and all amendments to the SubAdviser’s Form ADV to be provided to Adviser Trust is or will be a true and complete copy of the form as currently filed form, including that part or as then parts of the Form ADV filed with the SEC SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the 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 the circumstances under which they were made, not misleading.

Representations and Warranties of Subadviser. The SubAdviser Subadviser represents and warrants to the Adviser and the Fund as follows: (a) The SubAdviser Subadviser is registered with the SEC as an investment adviser under the Advisers Act; (b) The SubAdviser is or will be registered as Subadviser has filed a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) notice of exemption pursuant to Rule 4.14 under the Commodity Exchange Act Act, as amended (the “"CEA”) "), with the Commodity Futures Trading Commission (the “"CFTC”") and the National Futures Association (“the "NFA”"), or is not required to register pursuant to an applicable file such exemption; (c) The SubAdviser Subadviser is a corporation limited partnership, duly organized and properly registered and operating validly existing under the laws of the State of Colorado Delaware with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, and to be, being conducted; (d) The execution, delivery and performance by the SubAdviser Subadviser of this Agreement are within the SubAdviserSubadviser's powers and have been duly authorized by all necessary action on the part of its General Partner, and no action by by, or in respect of, of or filing with, any governmental body, agency or official is required on the part of the SubAdviser Subadviser for the execution, delivery and performance by the SubAdviser Subadviser of this Agreement, and the execution, delivery and performance by the SubAdviser Subadviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the SubAdviserSubadviser's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviserSubadviser; (e) The Form ADV of the SubAdviser previously Subadviser provided to the Adviser and all amendments to the SubAdviser’s Form ADV to be provided to Adviser is or will be a true and complete copy of the form as currently filed form, including that part or as then parts of the Form ADV filed with the SEC SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the 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 the circumstances under which they were made, not misleading. In addition, the Subadviser agrees to promptly provide the Trust with updates of its Form ADV.

Representations and Warranties of Subadviser. The SubAdviser Subadviser represents and warrants to the Adviser and the Fund Trust as follows: (a) The SubAdviser Subadviser is registered with the SEC as an investment adviser under the Advisers Act; (b) The SubAdviser Subadviser is or will be registered as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) under the Commodity Exchange Act Act, as amended (the “CEA”) ), with the Commodity Futures Trading Commission (the “CFTC”) and the National Futures Association (“NFA”), or is not required to register pursuant to an applicable exemptionfile such registration; (c) The SubAdviser Subadviser is a corporation limited company duly organized and properly registered and operating under the laws of the State of Colorado Scotland with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, being conducted and as proposed to be, conductedbe conducted hereunder; (d) The execution, delivery and performance by the SubAdviser Subadviser of this Agreement are within the SubAdviser's Subadviser’s powers and have been duly authorized by all necessary action actions of its directors 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 SubAdviser Subadviser for the execution, delivery and performance by the SubAdviser Subadviser of this Agreement, and the execution, delivery and performance by the SubAdviser Subadviser 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 SubAdviser's Subadviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviser;Subadviser; and (e) The Form ADV of the SubAdviser Subadviser previously provided to the Adviser and all amendments to the SubAdviser’s Form ADV to be provided to Adviser Trust is or will be a true and complete copy of the form as currently filed form, including that part or as then parts of the Form ADV filed with the SEC SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the 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 the circumstances under which they were made, not misleading.

Representations and Warranties of Subadviser. The SubAdviser Subadviser represents and warrants to the Adviser and the Fund Trust as follows: (a) The SubAdviser Subadviser is registered with the SEC as an investment adviser under the Advisers ActAct and maintains compliance policies and procedures consistent with Rule 206(4)-7 under the Advisers Act and Rule 38a-1 under the 1940 Act (to the extent applicable); (b) The SubAdviser is or will be registered as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) under the Commodity Exchange Act (the “CEA”) with the Commodity Futures Trading Commission (the “CFTC”) and the National Futures Association (“NFA”), or is not required to register pursuant to an applicable exemption; (c) The SubAdviser Subadviser is a corporation duly organized and properly registered and operating under the laws of the State Commonwealth of Colorado with Virginiawith the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, being conducted and as proposed to be, conductedbe conducted hereunder; (dc) The execution, delivery and performance by the SubAdviser Subadviser of this Agreement are within the SubAdviser's Subadviser’s powers and have been duly authorized by all necessary action actions of its directors 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 SubAdviser Subadviser for the execution, delivery and performance by the SubAdviser Subadviser of this Agreement, and the execution, delivery and performance by the SubAdviser Subadviser 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 SubAdviser's Subadviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviser;Subadviser; and (ed) The Form ADV of the SubAdviser previously Subadviser provided to the Adviser and all amendments to the SubAdviser’s Form ADV to be provided to Adviser Trust is or will be a true and complete copy of the form as currently filed form, including that part or as then parts of the Form ADV filed with the SEC SEC, that part or parts maintained in the records of the Subadviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the 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 the circumstances under which they were made, not misleading.

Representations and Warranties of Subadviser. The SubAdviser represents and warrants to the Adviser and the Fund as follows: (a) The SubAdviser is registered with the SEC as an investment adviser under the Advisers Act; (b) The SubAdviser is or will be registered as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) Adviser under the Commodity Exchange Act (the “"CEA”") with the Commodity Futures Trading Commission (the “"CFTC”) and the National Futures Association (“NFA”"), or is not required to register pursuant to an applicable exemption; (c) The SubAdviser is a corporation duly organized and properly registered and operating under the laws of the State Commonwealth of Colorado Massachusetts with the power to own and possess its assets, perform its obligations under this Agreement, and to carry on its business as it is now being, and to be, conducted; (d) The execution, delivery and performance by the SubAdviser of this Agreement are within the SubAdviser's powers and have been duly authorized by all necessary action and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the SubAdviser for the execution, delivery and performance by the SubAdviser of this Agreement, and the execution, delivery and performance by the SubAdviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the SubAdviser's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviser; (e) The Form ADV of the SubAdviser previously provided to the Adviser and all amendments to the SubAdviser’s 's Form ADV to ADV, which will be provided by the SubAdviser to the Adviser upon request, is or will be a true and complete copy of the form as currently filed or as then filed with the SEC and the 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 the circumstances under which they were made, not misleading. (f) The Prospectus, with respect to information relating to and provided by the SubAdviser and its relationship to, and actions for, the Fund, contains as of the date hereof or will contain as of the date of effectiveness of any future Registration Statement filed by the Fund or any supplement thereto, no untrue statement of any material fact and does not omit any statement of a material fact which was required to be stated therein or necessary to make the statements contained therein not misleading.

Representations and Warranties of Subadviser. The SubAdviser Subadviser represents and warrants to the Adviser and the Fund Trust as follows:: February 2010 (a) The SubAdviser Subadviser is registered with the SEC as an investment adviser under the Advisers ActAct and is authorized and regulated by the Financial Services Authority (the “FSA”) of the United Kingdom for investment and asset management business and is bound by the rules of the FSA; (b) The SubAdviser Subadviser is or will be registered as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) under the Commodity Exchange Act Act, as amended (the “CEA”) ), with the Commodity Futures Trading Commission (the “CFTC”) and the National Futures Association (“NFA”), or is not required to register pursuant to an applicable exemptionfile such registration; (c) The SubAdviser Subadviser is a corporation limited liability company duly organized and properly registered and operating under the laws of the State of Colorado United Kingdom with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, being conducted and as proposed to be, conductedbe conducted hereunder; (d) The execution, delivery and performance by the SubAdviser Subadviser of this Agreement are within the SubAdviser's Subadviser’s powers and have been duly authorized by all necessary action actions of its directors 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 SubAdviser Subadviser for the execution, delivery and performance by the SubAdviser Subadviser of this Agreement, and the execution, delivery and performance by the SubAdviser Subadviser 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 SubAdviser's Subadviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviser;Subadviser; and (e) The Form ADV of the SubAdviser Subadviser previously provided to the Adviser and all amendments to the SubAdviser’s Form ADV to be provided to Adviser Trust is or will be a true and complete copy of the form as currently filed form, including that part or as then parts of the Form ADV filed with the SEC SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the 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 the circumstances under which they were made, not misleading.

Representations and Warranties of Subadviser. The SubAdviser Subadviser represents and warrants to the Adviser and the Fund as follows: (a) The SubAdviser Subadviser is registered with the SEC as an investment adviser under the Advisers Act; (b) The SubAdviser Subadviser is or will be registered as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) under the Commodity Exchange Act (the “"CEA”") with the Commodity Futures Trading Commission (the “"CFTC”) and the National Futures Association (“NFA”"), or is not required to register pursuant to an applicable exemption; (c) The SubAdviser Subadviser is a corporation duly organized and properly registered and operating validly existing under the laws of the State of Colorado Delaware with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, and to be, being conducted; (d) The execution, delivery and performance by the SubAdviser Subadviser of this Agreement are within the SubAdviserSubadviser's powers and have been duly authorized by all necessary action on the part of its Board of 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 SubAdviser Subadviser for the execution, delivery and performance by the SubAdviser Subadviser of this Agreement, and the execution, delivery and performance by the SubAdviser Subadviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the SubAdviserSubadviser's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviserSubadviser; (e) The Form ADV of the SubAdviser Subadviser previously provided to the Adviser and all amendments to the SubAdviser’s Form ADV to be provided to Adviser is or will be a true and complete copy of the form as currently filed or as then filed with the SEC and the 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 the circumstances under which they were made, not misleading. The Subadviser will promptly provide the Adviser and the Trust with a complete copy of all subsequent amendments to its Form ADV.

Representations and Warranties of Subadviser. The SubAdviser Subadviser represents and warrants to the Adviser and the Fund Funds as follows: (a) The SubAdviser Subadviser is registered with the SEC as an investment adviser under the Investment Advisers Act; (b) The SubAdviser is or Subadviser will be registered immediately notify the Adviser of the occurrence of any event that would disqualify the Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act; (c) The Subadviser has filed a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) notice of exemption pursuant to Rule 4.14 under the Commodity Exchange Act (the “CEA”) CEA with the Commodity Futures Trading Commission (the “"CFTC”") and the National Futures Association (“NFA”), or is not required to register pursuant to an applicable exemptionAssociation; (cd) The SubAdviser Subadviser is fully authorized under all applicable law to serve as Subadviser to the Funds and to perform the services described under this Agreement; (e) The Subadviser is a corporation limited liability company duly organized and properly registered and operating validly existing under the laws of the State state of Colorado Kansas with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, and to be, being conducted; (df) The execution, delivery and performance by the SubAdviser Subadviser of this Agreement are within the SubAdviserSubadviser's powers and have been duly authorized by all necessary action on the part of its members, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the SubAdviser Subadviser for the execution, delivery and performance by the SubAdviser Subadviser of this Agreement, and the execution, delivery and performance by the SubAdviser Subadviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the SubAdviserSubadviser's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviserSubadviser; (eg) This Agreement is a valid and binding agreement of the Subadviser; (h) The Form ADV of the SubAdviser Subadviser previously provided to the Adviser and all amendments to the SubAdviser’s Form ADV to be provided to Adviser is or will be a true and complete copy of the form as currently filed or as then filed with the SEC Commission and the information contained therein is accurate and complete in all material respects as of its filing date, and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; (i) The Subadviser has adopted compliance policies and procedures reasonably designed to prevent violations of the Investment Advisers Act and the rules thereunder, has provided the Adviser with a copy of such compliance policies and procedures (and will provide them with any amendments thereto), and agrees to assist the Fund in complying with the Funds' compliance program adopted pursuant to Rule 38a-1 under the Investment Company Act, to the extent applicable. The Subadviser understands that the Boards of Trustees of the Funds are required to approve the Subadviser's compliance policies and procedures and acknowledges that this Agreement is conditioned upon such Board approval; and (j) The Subadviser shall not divert any Funds' portfolio securities transactions to a broker or dealer in consideration of such broker or dealer's promotion or sales of shares of such Fund, any other series of the Trust, or any other registered investment company.

Representations and Warranties of Subadviser. The SubAdviser represents and warrants to the Adviser and the Fund as follows: (a) The SubAdviser is registered with the SEC as an investment adviser under the Advisers Act; (b) The SubAdviser is or will be registered as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) Adviser under the Commodity Exchange Act (the “"CEA”") with the Commodity Futures Trading Commission (the “"CFTC”) and the National Futures Association (“NFA”"), or is not required to register pursuant to an applicable exemption; (c) The SubAdviser is a corporation limited liability company duly organized and properly registered and operating under the laws of the State of Colorado Delaware with the power to own and possess its assets, perform its obligations under this Agreement, and to carry on its business as it is now being, and to be, conducted; (d) The execution, delivery and performance by the SubAdviser of this Agreement are within the SubAdviser's powers and have been duly authorized by all necessary action and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the SubAdviser for the execution, delivery and performance by the SubAdviser of this Agreement, and the execution, delivery and performance by the SubAdviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the SubAdviser's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviser; (e) The Form ADV of the SubAdviser previously provided to the Adviser and all amendments to the SubAdviser’s 's Form ADV to be provided to Adviser is or will be a true and complete copy of the form as currently filed or as then filed with the SEC and the 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 the circumstances under which they were made, not misleading.

Representations and Warranties of Subadviser. The SubAdviser Subadviser represents and warrants to the Adviser and the Fund Trust as follows: (a) The SubAdviser Subadviser is registered with the SEC as an investment adviser under the Advisers Act; (b) The SubAdviser Subadviser is or will be registered as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) under the Commodity Exchange Act Act, as amended (the “CEA”) ), with the Commodity Futures Trading Commission (the “CFTC”) and the National Futures Association (“NFA”), or is not required to register pursuant to an applicable exemptionfile such registration; (c) The SubAdviser Subadviser is a corporation limited liability company duly organized and properly registered and operating under the laws of the State of Colorado Delaware with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, being conducted and as proposed to be, conductedbe conducted hereunder; (d) The execution, delivery and performance by the SubAdviser Subadviser of this Agreement are within the SubAdviser's Subadviser’s powers and have been duly authorized by all necessary action actions of its directors 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 SubAdviser Subadviser for the execution, delivery and performance by the SubAdviser Subadviser of this Agreement, and the execution, delivery and performance by the SubAdviser Subadviser 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 SubAdviser's Subadviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviser;Subadviser; and (e) The Form ADV of the SubAdviser Subadviser previously provided to the Adviser and all amendments to the SubAdviser’s Form ADV to be provided to Adviser Trust is or will be a true and complete copy of the form as currently filed form, including that part or as then parts of the Form ADV filed with the SEC SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder. The Subadviser represents that its Form ADV provided to the information contained therein is accurate and complete Adviser complies in all material materials respects and does not omit to state any material fact necessary in order to make with the statements made, in light requirements of the circumstances under which they were made, not misleadingAdvisers Act to the extent it relates to the Subadviser’s services hereunder.

Representations and Warranties of Subadviser. The SubAdviser Subadviser represents and warrants to the Adviser and the Fund Trust as follows: (a) The SubAdviser Subadviser is registered with the SEC as an investment adviser under the Advisers Act; (b) The SubAdviser Subadviser is or will be registered as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) under the Commodity Exchange Act Act, as amended (the “CEA”) ), with the Commodity Futures Trading Commission (the “CFTC”) and the National Futures Association (“NFA”), or is not required to register pursuant to an applicable exemptionfile such registration; (c) The SubAdviser Subadviser is a corporation limited liability company duly organized and properly registered and operating under the laws of the State of Colorado California with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, being conducted and as proposed to be, conductedbe conducted hereunder; (d) The execution, delivery and performance by the SubAdviser Subadviser of this Agreement are within the SubAdviser's Subadviser’s powers and have been duly authorized by all necessary action actions of its directors 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 SubAdviser Subadviser for the execution, delivery and performance by the SubAdviser Subadviser of this Agreement, and the execution, delivery and performance by the SubAdviser Subadviser 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 SubAdviser's Subadviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviser;Subadviser; and (e) The Form ADV of the SubAdviser Subadviser previously provided to the Adviser and all amendments to the SubAdviser’s Form ADV to be provided to Adviser Trust is or will be a true and complete copy of the form as currently filed form, including that part or as then parts of the Form ADV filed with the SEC SEC, that part or parts maintained in the records of the Subadviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the 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 the circumstances under which they were made, not misleading.

Representations and Warranties of Subadviser. The SubAdviser Subadviser represents and warrants to the Adviser and the Fund as follows: (a) The SubAdviser Subadviser is registered with the SEC as an investment adviser under the Investment Advisers Act; (b) The SubAdviser is or Subadviser will be immediately notify the Adviser of the occurrence of any event that would disqualify the Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act; (c) The Subadviser has registered as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) commodities trading advisor under the Commodity Exchange Act (the “CEA”) CEA with the Commodity Futures Trading Commission (the “"CFTC”) and the National Futures Association (“NFA”"), or is not required to register pursuant to an applicable exemption; (cd) The SubAdviser Subadviser is a corporation duly organized and properly registered and operating validly existing under the laws of the State of Colorado with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, and to be, being conducted; (de) The execution, delivery and performance by the SubAdviser Subadviser of this Agreement are within the SubAdviserSubadviser's powers and have been duly authorized 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 SubAdviser Subadviser for the execution, delivery and performance by the SubAdviser Subadviser of this Agreement, and the execution, delivery and performance by the SubAdviser Subadviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the SubAdviserSubadviser's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviserSubadviser; (ef) This Agreement is a valid and binding agreement of the Subadviser; (g) The Form ADV of the SubAdviser Subadviser previously provided to the Adviser and all amendments to the SubAdviser’s Form ADV to be provided to Adviser is or will be a true and complete copy of the form as currently filed or as then filed with the SEC Commission and the information contained therein is accurate and complete in all material respects as of its filing date, and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.;

Representations and Warranties of Subadviser. The SubAdviser Subadviser represents and warrants to the Adviser and the Fund Trust as follows: (a) The SubAdviser Subadviser is registered with the SEC as an investment adviser under the Advisers ActAct and will continue to be so registered for so long as this Agreement remains in effect; (b) The SubAdviser Subadviser is or will be registered as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) under the Commodity Exchange Act Act, as amended (the “CEA”) ), with the Commodity Futures Trading Commission (the “CFTC”) and the National Futures Association (“NFA”), or is not required to register pursuant to an applicable exemptionfile such registration; (c) The SubAdviser Subadviser is a corporation limited liability company duly organized and properly registered and operating under the laws of the State of Colorado Delaware with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, being conducted and as proposed to be, conductedbe conducted hereunder; (d) The execution, delivery and performance by the SubAdviser Subadviser of this Agreement are within the SubAdviser's Subadviser’s powers and have been duly authorized by all necessary action actions of its directors 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 SubAdviser Subadviser for the execution, delivery and performance by the SubAdviser Subadviser of this Agreement, and the execution, delivery and performance by the SubAdviser Subadviser 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 SubAdviser's Subadviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviserSubadviser; (e) The Form ADV of the SubAdviser Subadviser previously provided to the Adviser and all amendments to the SubAdviser’s Form ADV to be provided to Adviser Trust is or will be a true and complete copy of the form as currently filed form, including that part or as then parts of the Form ADV filed with the SEC SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the 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 the circumstances under which they were made, not misleading; and (f) The Subadviser shall notify the Adviser before or promptly after the occurrence, or if it knows or has reason to know of the occurrence or likelihood of the occurrence, of any event which causes a change in (or other breach of) any of the representations and warranties under this Agreement, or which would operate to limit, suspend or terminate the authority of the Subadviser.

Representations and Warranties of Subadviser. The SubAdviser Subadviser represents and warrants to the Adviser and the Fund Trust as follows: (a) The SubAdviser Subadviser is registered with the SEC as an investment adviser under the Advisers Act; (b) The SubAdviser If the Subadviser Assets contain commodity futures, the Subadviser is or will be registered as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) under the Commodity Exchange Act Act, as amended (the “CEA”) ), with the Commodity Futures Trading Commission (the “CFTC”) and is a member in good standing of the National Futures Association (“NFA”), or is not required to register pursuant file such registration with the CFTC or to an applicable exemptionbe a member of the NFA; (c) The SubAdviser Subadviser is a corporation limited partnership duly organized and properly registered and operating under the laws of the State of Colorado Delaware with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, being conducted and as proposed to be, conductedbe conducted hereunder; (d) The execution, delivery and performance by the SubAdviser Subadviser of this Agreement are within the SubAdviser's Subadviser’s powers and have been duly authorized by all necessary action actions of its directors (or equivalent governing body) or shareholders, and when executed and delivered by Subadviser, this Agreement will be a legal, valid and binding obligation of Subadviser; (e) The Subadviser is duly registered and/or licensed with all regulatory bodies necessary or appropriate to perform its obligations under this Agreement 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 SubAdviser Subadviser for the execution, delivery and performance by the SubAdviser Subadviser of this Agreement, and the ; (f) The execution, delivery and performance by the SubAdviser Subadviser 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 SubAdviser's Subadviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviser;Subadviser, whether arising by contract, operation of law or otherwise; and (eg) The Form ADV of the SubAdviser Subadviser previously provided to the Adviser and all amendments to the SubAdviser’s Form ADV to be provided to Adviser Trust is or will be a true and complete copy of the form as currently filed form, including that part or as then parts of the Form ADV filed with the SEC SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the 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 the circumstances under which they were made, not misleading.

Representations and Warranties of Subadviser. The SubAdviser Subadviser represents and warrants to the Adviser and the Fund Trust as follows: (a) The SubAdviser Subadviser is registered with the SEC as an investment adviser under the Advisers Act; (b) The SubAdviser Subadviser is or will be registered as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) under the Commodity Exchange Act Act, as amended (the “CEA”) ), with the Commodity Futures Trading Commission (the “CFTC”) and the National Futures Association (“NFA”), or is not required to register pursuant to an applicable exemptionfile such registration; (c) The SubAdviser Subadviser is a corporation limited partnership duly organized and properly registered and operating under the laws of the State Commonwealth of Colorado Pennsylvania with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, being conducted and as proposed to be, conductedbe conducted hereunder; (d) The execution, delivery and performance by the SubAdviser Subadviser of this Agreement are within the SubAdviser's Subadviser’s powers and have been duly authorized by all necessary action actions of its directors 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 SubAdviser Subadviser for the execution, delivery and performance by the SubAdviser Subadviser of this Agreement, and the execution, delivery and performance by the SubAdviser Subadviser 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 SubAdviser's Subadviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviser;Subadviser; and (e) The Form ADV of the SubAdviser Subadviser previously provided to the Adviser and all amendments to the SubAdviser’s Form ADV to be provided to Adviser Trust is or will be a true and complete copy of the form as currently filed form, including that part or as then parts of the Form ADV filed with the SEC SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the 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 the circumstances under which they were made, not misleading.

Representations and Warranties of Subadviser. The SubAdviser Subadviser represents and warrants to the Adviser and the Fund Trust as follows: (a) The SubAdviser Subadviser is registered with the SEC as an investment adviser under the Advisers Act; (b) The SubAdviser Subadviser is or will be registered as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) under the Commodity Exchange Act Act, as amended (the “CEA”) ), with the Commodity Futures Trading Commission (the “CFTC”) and the National Futures Association (“NFA”), or is not required to register pursuant to an applicable exemptionfile such registration; (c) The SubAdviser Subadviser is a corporation limited liability company duly organized and properly registered and operating under the laws of the State of Colorado with Marylandwith the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, being conducted and as proposed to be, conductedbe conducted hereunder; (d) The execution, delivery and performance by the SubAdviser Subadviser of this Agreement are within the SubAdviser's Subadviser’s powers and have been duly authorized by all necessary action actions of its directors 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 SubAdviser Subadviser for the execution, delivery and performance by the SubAdviser Subadviser of this Agreement, and the execution, delivery and performance by the SubAdviser Subadviser 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 SubAdviser's Subadviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviser;Subadviser; and (e) The Form ADV of the SubAdviser Subadviser previously provided to the Adviser and all amendments to the SubAdviser’s Form ADV to be provided to Adviser Trust is or will be a true and complete copy of the form as currently filed form, including that part or as then parts of the Form ADV filed with the SEC SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the 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 the circumstances under which they were made, not misleading.

Representations and Warranties of Subadviser. The SubAdviser Subadviser represents and warrants to the Adviser and the Fund Trust as follows: (a) The SubAdviser Subadviser is registered with the SEC as an investment adviser under the Advisers Act; (b) The SubAdviser Subadviser is or will be registered as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) under the Commodity Exchange Act Act, as amended (the “CEA”) ), with the Commodity Futures Trading Commission (the “CFTC”) and the National Futures Association (“NFA”), or is not required to register pursuant to an applicable exemptionfile such registration; (c) The SubAdviser Subadviser is a corporation limited liability partnership duly organized and properly registered and operating under the laws of the State of Colorado Delaware with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, being conducted and as proposed to be, conductedbe conducted hereunder; (d) The execution, delivery and performance by the SubAdviser Subadviser of this Agreement are within the SubAdviser's Subadviser’s powers and have been duly authorized by all necessary action actions of its directors 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 SubAdviser Subadviser for the execution, delivery and performance by the SubAdviser Subadviser of this Agreement, and the execution, delivery and performance by the SubAdviser Subadviser 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 SubAdviser's Subadviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviser;Subadviser; and (e) The Form ADV of the SubAdviser Subadviser previously provided to the Adviser and all amendments to the SubAdviser’s Form ADV to be provided to Adviser Trust is or will be a true and complete copy of the form as currently filed form, including that part or as then parts of the Form ADV filed with the SEC SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the 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 the circumstances under which they were made, not misleading.

Representations and Warranties of Subadviser. The SubAdviser Subadviser represents and warrants to the Adviser and the Fund Funds as follows: (a) The SubAdviser Subadviser is registered with the SEC as an investment adviser under the Investment Advisers Act; (b) The SubAdviser is or Subadviser will be registered immediately notify the Adviser of the occurrence of any event that would disqualify the Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act; (c) The Subadviser has filed a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) notice of exemption pursuant to Rule 4.14 under the Commodity Exchange Act (the “CEA”) CEA with the Commodity Futures Trading Commission (the “"CFTC”") and the National Futures Association (“NFA”), or is not required to register pursuant to an applicable exemptionAssociation; (cd) The SubAdviser Subadviser is fully authorized under all applicable law to serve as Subadviser to the Funds and to perform the services described under this Agreement; (e) The Subadviser is a corporation limited liability company duly organized and properly registered and operating validly existing under the laws of the State state of Colorado Kansas with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, and to be, being conducted; (df) The execution, delivery and performance by the SubAdviser Subadviser of this Agreement are within the SubAdviserSubadviser's powers and have been duly authorized by all necessary action on the part of its members, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the SubAdviser Subadviser for the execution, delivery and performance by the SubAdviser Subadviser of this Agreement, and the execution, delivery and performance by the SubAdviser Subadviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the SubAdviserSubadviser's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviserSubadviser; (eg) This Agreement is a valid and binding agreement of the Subadviser; (h) The Form ADV of the SubAdviser Subadviser previously provided to the Adviser and all amendments to the SubAdviser’s Form ADV to be provided to Adviser is or will be a true and complete copy of the form as currently filed or as then filed with the SEC Commission and the information contained therein is accurate and complete in all material respects as of its filing date, and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.;

Representations and Warranties of Subadviser. The SubAdviser represents and warrants to the Adviser and the Fund as follows: (a) The SubAdviser is registered with the SEC as an investment adviser under the Advisers Act; (b) The SubAdviser is or will be registered as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) Adviser under the Commodity Exchange Act (the “"CEA”") with the Commodity Futures Trading Commission (the “"CFTC”) and the National Futures Association (“NFA”"), or is not required to register pursuant to an applicable exemption; (c) The SubAdviser is a corporation duly organized and properly registered and operating under the laws of the State of Colorado Delaware with the power to own and possess its assets, perform its obligations under this Agreement, and to carry on its business as it is now being, and to be, conducted; (d) The execution, delivery and performance by the SubAdviser of this Agreement are within the SubAdviser's powers and have been duly authorized by all necessary action and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the SubAdviser for the execution, delivery and performance by the SubAdviser of this Agreement, and the execution, delivery and performance by the SubAdviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the SubAdviser's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviser; (e) The Form ADV of the SubAdviser previously provided to the Adviser and all amendments to the SubAdviser’s 's Form ADV to be provided to Adviser is or will be a true and complete copy of the form as currently filed or as then filed with the SEC and the 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 the circumstances under which they were made, not misleading.

Representations and Warranties of Subadviser. The SubAdviser Subadviser represents and warrants to the Adviser and the Fund Trust 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 SubAdviser Subadviser 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) it: (a) is registered with the SEC as an investment adviser under the Advisers Act; (b) The SubAdviser is or will be Act and registered as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) under the Commodity Exchange Act (the “CEA”) with the Commodity Futures Trading Commission (the “CFTC”) as a commodity trading advisor and that it is a member of the National Futures Association in such capacity, and in each case will continue to be so registered for so long as this Agreement remains in effect; (“NFA”), or b) is not required to register pursuant to an applicable exemption; prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (c) The SubAdviser 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, in each case with which the failure to comply would reasonably be expected to result in a material adverse effect on the Subadviser’s ability to fulfill its obligations hereunder; and (e) will promptly notify the Adviser of the occurrence of any event that would disqualify the Subadviser from serving as investment adviser of a registered investment company pursuant to Section 9(a) of the 1940 Act. (d) to the best of its 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 and properly registered and operating under 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 laws Subadviser’s ability to provide services to the Fund, nor has the Subadviser 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 State of Colorado with Subadviser’s ability to provide services to the power Fund, or a material adverse change in the Subadviser’s financial or business prospects that would reasonably be expected to own and possess its assets, perform materially impair the Subadviser’s ability to discharge its obligations under this Agreement. (e) it has all governmental, regulatory, self-regulatory, and exchange licenses, registrations, memberships, and approvals required to carry on its business act as investment adviser to the Fund and it will obtain and maintain any such required licenses, registrations, memberships, and approval. (f) it shall promptly notify the Adviser of any changes in the key personnel who are either the portfolio manager(s) responsible for the Fund or the principal executive officers of the Subadviser. It shall promptly notify the Adviser and the Trust of any event that could reasonably be deemed, once consummated, to result in a change in control of the Subadviser as such term is defined under the 1940 Act as soon as it is now being, and to be, conducted;reasonably becomes aware of such potential change in control. (dg) The execution, delivery and performance the information provided by the SubAdviser of this Agreement are within Subadviser to the SubAdviser's powers and have been duly authorized by all necessary action and no action by or Adviser in respect ofwriting shall not, or filing with, any governmental body, agency or official is required on to the part knowledge of the SubAdviser for Subadviser, contain an untrue statement of a material fact or omit to state a material fact necessary to make the executioninformation not misleading. (h) if, delivery and performance by at any time during the SubAdviser 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 the execution, delivery and performance by the SubAdviser of warranties in this Agreement do not contravene inaccurate or constitute a default under (i) incomplete in any provision of applicable lawmaterial respect, rule or regulation, (ii) the SubAdviser's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviser; (e) The Form ADV of the SubAdviser previously provided it will provide prompt written notification to the Adviser of such fact, omission, event, or change of circumstance, and all amendments the facts related thereto, and it is agreed that the failure to provide such notification of the SubAdviser’s Form ADV failure to continue to be provided to Adviser is or will be a true and complete copy of the form as currently filed or as then filed in compliance with the SEC foregoing representations and the information contained therein is accurate and complete in all warranties shall be deemed a material respects and does not omit to state any material fact necessary in order to make the statements made, in light breach of the circumstances under which they were made, not misleadingthis Agreement.

Representations and Warranties of Subadviser. The SubAdviser Subadviser represents and warrants to the Adviser and the Fund as follows: (a) The SubAdviser Subadviser is registered with the SEC as an investment adviser under the Advisers Act; (b) The SubAdviser is or will be registered as Subadviser has filed a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) notice of exemption pursuant to Rule 4.14 under the Commodity Exchange Act (the “CEA”) CEA with the Commodity Futures Trading Commission (the “"CFTC”") and the National Futures Association (“the "NFA”"), or is not required to register pursuant to an applicable exemptionif applicable; (c) The SubAdviser Subadviser is a corporation duly organized and properly registered and operating validly existing under the laws of the State of Colorado Delaware with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, and to be, being conducted; (d) The execution, delivery and performance by the SubAdviser Subadviser of this Agreement are within the SubAdviserSubadviser's powers and have been duly authorized 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 SubAdviser Subadviser for the execution, delivery and performance by the SubAdviser Subadviser of this Agreement, and the execution, delivery and performance by the SubAdviser Subadviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the SubAdviserSubadviser's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviserSubadviser; (e) This Agreement is a valid and binding agreement of the Subadviser; (f) The Subadviser and any affiliated person of the Subadviser have not: (i) within 10 years from the date hereof been convicted of any felony or misdemeanor involving the purchase or sale of any securities or arising out of the conduct as an underwriter, broker, dealer, investment adviser, municipal securities dealer, government securities broker, government securities dealer, transfer agent, or entity or person required to be registered under the CEA, or as an affiliated person, salesman, or employee of any investment company, bank, insurance company, or entity or person required to be registered under the CEA; or (ii) by reason of any misconduct, been permanently or temporarily enjoined by an order, judgment or decree of any court of competent jurisdiction or other governmental authority from acting as an underwriter, broker, dealer, investment adviser, municipal securities dealer, government securities broker, government securities dealer, transfer agent, or entity or person required to be registered under the CEA, or an affiliated person, salesman, or employee of any investment company, bank, insurance company, or entity or person required to be registered under the CEA or from engaging in or continuing any conduct or practice in connection with any such activity or in connection with the purchase or sale of any security; or (iii) been a party to litigation or other adversarial proceedings involving any former or current client that is material to the Subadviser's business; (g) The Form ADV of the SubAdviser previously provided to the Adviser and all amendments to the SubAdviser’s Form ADV to be provided to Adviser Subadviser attached hereto as Exhibit A is or will be a true and complete copy of the form as currently filed or as then filed with the SEC Commission and the 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 the circumstances under which they were made, not misleading; (h) The Subadviser's unaudited balance sheet dated January 31, 1999 attached hereto as Exhibit B is a true and complete copy of the Subadviser's balance sheet, 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 the circumstances under which they were made, not misleading; (i) The Subadviser's Code of Ethics attached hereto as Exhibit C has been duly adopted by the Subadviser, meets the requirements of Rule 17j-1 under the Investment Company Act and such code has been complied with and no violation has occurred.

Representations and Warranties of Subadviser. The SubAdviser Subadviser represents and warrants to Adviser, the Adviser Corporation, and the Fund as follows: (a) The SubAdviser Subadviser is registered with the SEC as an investment adviser under the Advisers Act; (b) The SubAdviser is Subadviser will not engage in any futures transactions or will be registered as options thereon on behalf of the Fund prior to Subadviser filing a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) notice of exemption pursuant to Rule 4.14 under the Commodity Exchange Act (the “CEA”) CEA with the Commodity Futures Trading Commission (the “CFTC”) and the National Futures Association (“NFA”), or is not required becoming otherwise qualified to register pursuant to an applicable exemptionact as a commodity trading advisor under the CEA; (c) The SubAdviser Subadviser is a corporation limited liability partnership company duly organized and properly registered and operating validly existing under the laws of the State of Colorado Scotland with the power to own and possess its assets, perform its obligations under this Agreement, and to carry on its business as it is now being, and to be, being conducted; (d) The execution, delivery and performance by the SubAdviser Subadviser of this Agreement are within the SubAdviser's its powers and have been duly authorized by all necessary action on the part of its members, 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 SubAdviser for the execution, delivery and performance by the SubAdviser of this Agreement, and the execution, delivery and performance by the SubAdviser Subadviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the SubAdviser's Subadviser governing instruments, instruments or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviserSubadviser; (e) The Form ADV This Agreement is a valid and binding agreement of the SubAdviser previously Subadviser; (f) Subadviser has provided to the Adviser its current (and will provide all amendments to the SubAdviser’s thereto) Form ADV to be Adviser, and each Form ADV provided to Adviser is or and will be a true and complete copy of the form as currently filed or as then filed with the SEC and, to the best of Subadviser’s knowledge and belief, the 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 the circumstances under which they were made, not misleading; (g) Subadviser has provided its Code of Ethics to Adviser along with the certification required by Rule 17j-1(c)(1)(ii) under the 1940 Act. In accordance with Rule 17j-1, the Subadviser will submit any material changes to such Code of Ethics to the Corporation’s Board of Directors for approval no later than six months after its adoption of the material changes. During the term of this Agreement, Subadviser will annually certify to the Corporation’s Board of Directors that it has adopted procedures reasonably necessary to prevent access persons from violating the Code of Ethics, and will describe in a written report any issues arising under the Code regarding material violations of the Code and sanctions imposed in response thereto; (h) Subadviser will provide a back-up certification in a form reasonably satisfactory to each party relating to each annual and semi-annual report filed on Form N-CSR by the Corporation; (i) Subadviser has adopted, maintains and implements written policies and procedures with regard to the protection of customer records and information, as required by Regulation S-P; and (j) Subadviser has adopted proxy voting policies which comply in all material respects with the requirements of the 1940 Act. (k) The Subadviser shall exercise sole investment discretion over the Fund for purposes of all applicable filing requirements under the Securities Exchange Act of 1934, as amended, including without limitation Sections 13(d), (g) and (f).

Representations and Warranties of Subadviser. The SubAdviser Subadviser represents and warrants to the Adviser and the Fund Trust as follows: (a) The SubAdviser Subadviser is registered with the SEC as an investment adviser under the Advisers Act; (b) The SubAdviser Subadviser is or will be registered as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) under the Commodity Exchange Act Act, as amended (the “CEA”) ), with the Commodity Futures Trading Commission (the “CFTC”) and the National Futures Association (“NFA”), or is not required to register pursuant to an applicable exemptionfile such registration; (c) The SubAdviser Subadviser is a corporation limited partnership duly organized and properly registered and operating under the laws of the State of Colorado Delaware with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, being conducted and as proposed to be, conducted;be conducted hereunder; October 2018 8 (d) The execution, delivery and performance by the SubAdviser Subadviser of this Agreement are within the SubAdviser's Subadviser’s powers and have been duly authorized by all necessary action actions, if any, of its general partner or limited partners, 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 SubAdviser Subadviser for the execution, delivery and performance by the SubAdviser Subadviser of this Agreement, and the execution, delivery and performance by the SubAdviser Subadviser 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 SubAdviser's Subadviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviser;Subadviser; and (e) The Form ADV of the SubAdviser Subadviser, including the part or parts previously provided to the Adviser and all amendments the Trust and the part or parts filed with the SEC, maintained in the records of the Adviser and/or provided or offered to clients, in each case as required under the SubAdviser’s Form ADV to be provided to Adviser Advisers Act and rules thereunder, is or will be a true and complete copy of the form as currently filed or as then filed with the SEC and the 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 the circumstances under which they were made, not misleading.

Representations and Warranties of Subadviser. The SubAdviser Subadviser represents and warrants to the Adviser and the Fund Trust as follows: (a) The SubAdviser Subadviser is registered with the SEC as an investment adviser under the Advisers Act; (b) The SubAdviser Subadviser is or will be registered as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) under the Commodity Exchange Act Act, as amended (the “CEA”) ), with the Commodity Futures Trading Commission (the “CFTC”) and the National Futures Association (“NFA”), or is not required to register pursuant to an applicable exemptionfile such registration; (c) The SubAdviser Subadviser is a corporation duly organized and properly registered and operating under the laws of the State of Colorado California with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, being conducted and as proposed to be, conductedbe conducted hereunder; (d) The execution, delivery and performance by the SubAdviser Subadviser of this Agreement are within the SubAdviser's Subadviser’s powers and have been duly authorized by all necessary action actions of its directors 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 SubAdviser Subadviser for the execution, delivery and performance by the SubAdviser Subadviser of this Agreement, and the execution, delivery and performance by the SubAdviser Subadviser 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 SubAdviser's Subadviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviser;Subadviser; and (e) The Form ADV of the SubAdviser Subadviser previously provided to the Adviser and all amendments to the SubAdviser’s Form ADV to be provided to Adviser Trust is or will be a true and complete copy of the form as currently filed form, including that part or as then parts of the Form ADV filed with the SEC SEC, that part or parts maintained in the records of the Adviser, October 2017 8 and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the 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 the circumstances under which they were made, not misleading.

Representations and Warranties of Subadviser. The SubAdviser Subadviser represents and warrants to the Adviser and the Fund as follows: (a) The SubAdviser Subadviser is registered with the SEC as an investment adviser under the Advisers Act; (b) The SubAdviser is or will be registered as Subadviser has filed a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) notice of exemption pursuant to Rule 4.14 under the Commodity Exchange Act (the “CEA”) CEA with the Commodity Futures Trading Commission (the “"CFTC”") and the National Futures Association (“the "NFA”"), or is not required to register pursuant to an applicable exemptionif applicable; (c) The SubAdviser Subadviser is a corporation duly organized and properly registered and operating validly existing under the laws of the State of Colorado Delaware with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, and to be, being conducted; (d) The execution, delivery and performance by the SubAdviser Subadviser of this Agreement are within the SubAdviserSubadviser's powers and have been duly authorized 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 SubAdviser Subadviser for the execution, delivery and performance by the SubAdviser Subadviser of this Agreement, and the execution, delivery and performance by the SubAdviser Subadviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the SubAdviserSubadviser's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviserSubadviser; (e) This Agreement is a valid and binding agreement of the Subadviser; (f) The Subadviser and any affiliated person of the Subadviser have not: (i) within 10 years from the date hereof been convicted of any felony or misdemeanor involving the purchase or sale of any securities or arising out of the conduct as an underwriter, broker, dealer, investment adviser, municipal securities dealer, government securities broker, government securities dealer, transfer agent, or entity or person required to be registered under the CEA, or as an affiliated person, salesman, or employee of any investment company, bank, insurance company, or entity or person required to be registered under the CEA; or (ii) by reason of any misconduct, been permanently or temporarily enjoined by an order, judgment or decree of any court of competent jurisdiction or other governmental authority from acting as an underwriter, broker, dealer, investment adviser, municipal securities dealer, government securities broker, government securities dealer, transfer agent, or entity or person required to be registered under the CEA, or an affiliated person, salesman, or employee of any investment company, bank, insurance company, or entity or person required to be registered under the CEA or from engaging in or continuing any conduct or practice in connection with any such activity or in connection with the purchase or sale of any security; or (iii) been a party to litigation or other adversarial proceedings involving any former or current client that is material to the Subadviser's business; (g) The Form ADV of the SubAdviser previously provided to the Adviser and all amendments to the SubAdviser’s Form ADV to be provided to Adviser Subadviser attached hereto as Exhibit A is or will be a true and complete copy of the form as currently filed or as then filed with the SEC Commission and the 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 the circumstances under which they were made, not misleading; (h) The Subadviser's audited financial statements attached hereto as Exhibit B for the fiscal years ended November 30, 2001, 2000, and 1999 are true and complete copies of the Subadviser's financial statements, are accurate and complete in all material respects and do not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; (i) The Subadviser's Code of Ethics attached hereto as Exhibit C has been duly adopted by the Subadviser, meets the requirements of Rule 17j-1 under the Investment Company Act and such code has been complied with and no violation has occurred.

Representations and Warranties of Subadviser. The SubAdviser Subadviser represents and warrants to Adviser, the Adviser Corporation, and the Fund as follows: (a) The SubAdviser Subadviser is registered with the SEC as an investment adviser under the Advisers Act; (b) The SubAdviser is Subadviser will not engage in any futures transactions or will be registered as options thereon on behalf of the Fund prior to Subadviser filing a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) notice of exemption pursuant to Rule 4.14 under the Commodity Exchange Act (the “CEA”) with the Commodity Futures Trading Commission (the “CFTC”) and the National Futures Association (“NFA”), or is not required becoming otherwise qualified to register pursuant to an applicable exemptionact as a commodity trading advisor under the CEA; (c) The SubAdviser Subadviser is a corporation duly organized and properly registered and operating validly existing under the laws of the State of Colorado Ontario, Canada with the power to own and possess its assets, perform its obligations under this Agreement, and to carry on its business as it is now being, and to be, being conducted; (d) The execution, delivery and performance by the SubAdviser Subadviser of this Agreement are within the SubAdviser's its powers and have been duly authorized by all necessary action action, 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 SubAdviser for the execution, delivery and performance by the SubAdviser of this Agreement, and the execution, delivery and performance by the SubAdviser Subadviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the SubAdviser's Subadviser governing instruments, instruments or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviserSubadviser; (e) The This Agreement is a valid and binding agreement of Subadviser; (f) Subadviser has provided its current (and will promptly provide all amendments thereto) Form ADV of the SubAdviser previously provided (Parts 1 and II) to the Adviser Adviser, and all amendments to the SubAdviser’s each Form ADV to be provided to Adviser is or and will be a true and complete copy of Subadviser’s Form ADV and, to the form as currently filed or as then filed with the SEC best of Subadviser’s knowledge and belief, the 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 the circumstances under which they were made, not misleading; and (g) Subadviser has provided its Code of Ethics complying with Rule 204A-1 of the Advisers Act and Rule 17j-1(c) of the 1940 Act to Adviser along with the certification required by Rule 17j-1(c)(1)(ii) under the 1940 Act. In accordance with Rule 17j-1, the Subadviser will submit any material changes to such Code of Ethics to the Corporation’s Board of Directors for approval no later than six months after its adoption of the material changes. During the term of this Agreement, Subadviser will annually certify to the Corporation’s Board of Directors that it has adopted procedures reasonably necessary to prevent persons subject to such Code from violating the Code of Ethics, and will describe in a written report any issues arising under the Code regarding material violations of the Code and sanctions imposed in response thereto. (h) Subadviser has adopted, maintains and implements written policies and procedures with regard to the protection of customer records and information, as required by Regulation S-P. (i) Subadviser has adopted proxy voting policies which comply in all material respects with the requirements of the 1940 Act. (j) Subadviser represents, warrants and agrees that it has adopted and implemented, and will maintain throughout the term of this Agreement, policies and procedures, as required by Rule 206(4)-7 under the Advisers Act. Subadviser has provided the Fund with true and complete copies of such policies and procedures (or summaries thereof).

Representations and Warranties of Subadviser. The SubAdviser Subadviser represents and warrants to the Adviser and the Fund Trust as follows: (a) The SubAdviser Subadviser is registered with the SEC as an investment adviser under the Advisers Act; (b) The SubAdviser Subadviser is or will be registered as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) under the Commodity Exchange Act Act, as amended (the “CEA”) ), with the Commodity Futures Trading Commission (the “CFTC”) and the National Futures Association (“NFA”), or is not required to register pursuant to an applicable exemptionfile such registration; (c) The SubAdviser Subadviser is a corporation limited liability company duly organized and properly registered and operating under the laws of the State of Colorado Delaware with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, being conducted and as proposed to be, conductedbe conducted hereunder; (d) The execution, delivery and performance by the SubAdviser Subadviser of this Agreement are within the SubAdviser's Subadviser’s powers and have been duly authorized by all necessary action actions of its directors 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 SubAdviser Subadviser for the execution, delivery and performance by the SubAdviser Subadviser of this Agreement, and the execution, delivery and performance by the SubAdviser Subadviser 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 SubAdviser's Subadviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviser;Subadviser; and (e) The Form ADV of the SubAdviser Subadviser previously provided to the Adviser and all amendments to the SubAdviser’s Form ADV to be provided to Adviser Trust is or will be a true and complete copy of the form as currently filed form, including that part or as then parts of the Form ADV filed with the SEC SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the 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 the circumstances under which they were made, not misleading.