Common use of Representations and Warranties of the Trust Clause in Contracts

Representations and Warranties of the Trust. The Trust represents and warrants to the Adviser and the Subadviser as follows: (a) The Trust is a statutory trust duly formed and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder; (b) The Trust is registered as an investment company under the 1940 Act and has elected to qualify and has qualified, together with the Fund, as a regulated investment company under the Code, and the Fund’s shares are registered under the Securities Act; (c) The execution, delivery and performance by the Trust of this Agreement are within the Trust’s powers and have been duly authorized by all necessary action on the part of the Trust and its Board of Trustees, and no action by, or in respect of, or filing with, any governmental body, agency or official is required on the part of the Trust for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Trust of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Trust’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Trust; and (d) The Trust acknowledges that it received a copy of the Subadviser’s Form ADV prior to the execution of this Agreement.

Representations and Warranties of the Trust. The Trust represents and warrants to the Adviser and the Subadviser as follows: (a) The Trust is a statutory trust duly formed and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder; (b) The Trust is registered as an investment company under the 1940 Act and has elected to qualify and has qualified, together with the Fund, as a regulated investment company under the Code, and the Fund’s shares are registered under the Securities Act; (c) The execution, delivery and performance by the Trust of this Agreement are within the Trust’s powers and have been duly authorized by all necessary action on the part of the Trust and its Board of Trustees, and no action by, or in respect of, or filing with, any governmental body, agency or official is required on the part of the Trust for the execution, delivery and performance by the Adviser Trust of this Agreement, and the execution, delivery and performance by the Trust of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Trust’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Trust; and (d) The Trust acknowledges that it received a copy of the Subadviser’s Form ADV prior to the execution of this Agreement.

Representations and Warranties of the Trust. The Trust represents and warrants to the Adviser and the Subadviser as follows: (a) The Trust is a statutory trust duly formed and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder; (b) The Trust is registered as an investment company under the 1940 Act and has elected to qualify and has qualified, together with the Fund, as a regulated investment company under the Code, and the Fund’s 's shares are registered under the Securities Act; (c) The execution, delivery and performance by the Trust of this Agreement are within the Trust’s 's powers and have been duly authorized by all necessary action on the part of the Trust and its Board of Trustees, and no action by, or in respect of, or filing with, any governmental body, agency or official is required on the part of the Trust for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Trust of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Trust’s 's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Trust; and (d) The Trust acknowledges that it received a copy of the Subadviser’s 's Form ADV prior to the execution of this Agreement.

Representations and Warranties of the Trust. The Trust represents and warrants to the Adviser and the Subadviser as follows: (a) The Trust is a statutory trust duly formed and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder; (b) The Trust is registered as an investment company under the 1940 Act and has elected to qualify and has qualified, or will qualify upon commencement of operations, together with the Fund, as a regulated investment company under the Code, and the Fund’s shares are are, or will be prior to commencement of operations, registered under the Securities Act; (c) The execution, delivery and performance by the Trust of this Agreement are within the Trust’s powers and have been duly authorized by all necessary action on the part of the Trust and its Board of Trustees, and no action by, or in respect of, or filing with, any governmental body, agency or official is required on the part of the Trust for the execution, delivery and performance by the Adviser Trust of this Agreement, and the execution, delivery and performance by the Trust of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Trust’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Trust; and (d) The Trust acknowledges that it received a copy of the Subadviser’s Form ADV prior to the execution of this Agreement.

Representations and Warranties of the Trust. The Trust represents and warrants to the Adviser and the Subadviser as follows: (a) a. The Trust is a statutory trust duly formed and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder; (b) b. The Trust is registered as an investment company under the 1940 Act and has elected to qualify and has qualified, together with the Fund, as a regulated investment company under the Code, and the Fund’s 's shares are registered under the Securities Act; (c) c. The execution, delivery and performance by the Trust of this Agreement are within the Trust’s 's powers and have been duly authorized by all necessary action on the part of the Trust and its Board of Trustees, and no action by, or in respect of, or filing with, any governmental body, agency or official is required on the part of the Trust for the execution, delivery and performance by the Adviser Trust of this Agreement, and the execution, delivery and performance by the Trust of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Trust’s 's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Trust; and (d) d. The Trust acknowledges that it received a copy of the Subadviser’s 's Form ADV prior to the execution of this Agreement.

Representations and Warranties of the Trust. The Trust represents and warrants to the Adviser and the Subadviser as follows: (a) The Trust is a statutory trust duly formed and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder; (b) The Trust is registered as an investment company under the 1940 Act and has elected to qualify and has qualified, together with the Fund, as a regulated investment company under the Code, and the Fund’s shares are registered under the Securities Act; (c) The execution, delivery and performance by the Trust of this Agreement are within the Trust’s powers and have been duly authorized by all necessary action on the part of the Trust and its Board of Trustees, and no action by, or in respect of, or filing with, any governmental body, agency or official is required on the part of the Trust for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Trust of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Trust’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Trust; and (d) The Trust acknowledges that it received a copy of the Subadviser’s Form ADV at least 48 hours prior to the execution of this Agreement. (e) On the date of this Agreement the Trust is a “qualified institutional buyer” as that term is defined in Rule 144A of the Securities Act and shall inform Subadviser promptly if the Trust loses its status as a qualified institutional buyer.

Representations and Warranties of the Trust. The Trust represents and warrants to the Adviser and the Subadviser as follows: (a) The Trust is a statutory trust duly formed and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder; (b) The Trust is registered as an investment company under the 1940 Act and has elected to qualify and has qualified, together with the Fund, as a regulated investment company under the Code, and the Fund’s shares are registered under the Securities Act; (c) The execution, delivery and performance by the Trust of this Agreement are within the Trust’s powers and have been duly authorized by all necessary action on the part of the Trust and its Board of Trustees, and no action by, or in respect of, or filing with, any governmental body, agency or official is required on the part of the Trust for the execution, delivery and performance by the Adviser Trust of this Agreement, and the execution, delivery and performance by the Trust of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Trust’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Trust; and (d) The Trust acknowledges that it received a copy of the Subadviser’s Form ADV prior to the execution of this Agreement.. October 2013 9

Representations and Warranties of the Trust. The Trust represents and warrants to the Adviser and the Subadviser as follows: (a) The Trust is a statutory trust duly formed and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder; (b) The Trust is registered as an investment company under the 1940 Act and has elected to qualify and has qualified, together with the Fund, as a regulated investment company under the Code, and the Fund’s 's shares are registered under the Securities Act; (c) The execution, delivery and performance by the Trust of this Agreement are within the Trust’s 's powers and have been duly authorized by all necessary action on the part of the Trust and its Board of Trustees, 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 Trust for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Trust of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Trust’s 's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Trust; and (d) The Trust acknowledges that it received a copy of the Subadviser’s 's Form ADV prior to the execution of this Agreement.

Representations and Warranties of the Trust. The Trust represents and warrants to the Adviser and the Subadviser as follows: (a) a. The Trust is a statutory trust duly formed and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder; (b) b. The Trust is registered as an investment company under the 1940 Act and has elected to qualify and has qualified, together with the Fund, as a regulated investment company under the Code, and the Fund’s shares are registered under the Securities Act; (c) c. The execution, delivery and performance by the Trust of this Agreement are within the Trust’s powers and have been duly authorized by all necessary action on the part of the Trust and its Board of Trustees, and no action by, or in respect of, or filing with, any governmental body, agency or official is required on the part of the Trust for the execution, delivery and performance by the Adviser Trust of this Agreement, and the execution, delivery and performance by the Trust of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Trust’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Trust; and (d) d. The Trust acknowledges that it received a copy of the Subadviser’s Form ADV prior to the execution of this Agreement.

Representations and Warranties of the Trust. The Trust represents and warrants to the Adviser and the Subadviser as follows: (a) The Trust is a statutory business trust duly formed organized and validly existing under the laws of the State Commonwealth of Delaware Massachusetts with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder; (b) The Trust is registered as an investment company under the 1940 Act and has elected to qualify and has qualified, together with the Fund, as a regulated investment company under the Code, and the Fund’s 's shares are registered under the Securities Act; (c) The execution, delivery and performance by the Trust of this Agreement are within the Trust’s 's powers and have been duly authorized by all necessary action on the part of the Trust and its Board of Trustees, 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 Trust for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Trust of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Trust’s 's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Trust; and (d) The Trust acknowledges that it received a copy of the Subadviser’s 's Form ADV prior to the execution of this Agreement.

Representations and Warranties of the Trust. The Trust represents and warrants to the Adviser and the Subadviser as follows: (a) a. The Trust is a statutory trust duly formed and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder; (b) b. The Trust is registered as an investment company under the 1940 Act and has elected to qualify and has qualified, together with the Fund, as a regulated investment company under the Code, and the Fund’s shares are registered under the Securities Act; (c) c. The execution, delivery and performance by the Trust of this Agreement are within the Trust’s powers and have been duly authorized by all necessary action on the part of the Trust and its Board of Trustees, and no action by, or in respect of, or filing with, any governmental body, agency or official is required on the part of the Trust or the Fund for the execution, delivery and performance by the Adviser Trust of this Agreement, and the execution, delivery and performance by the Trust of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Trust’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the TrustTrust or the Fund; and (d) d. The Trust acknowledges that it received a copy of the Subadviser’s Form ADV prior to the execution of this Agreement.

Representations and Warranties of the Trust. The Trust represents and warrants to the Adviser and the Subadviser as follows: (a) The Trust is a statutory trust duly formed and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder; (b) The Trust is registered as an investment company under the 1940 Act and has elected to qualify and has qualified, together with the Fund, as a regulated investment company under the Code, and the Fund’s shares are registered under the Securities ActAct pursuant to an effective Registration Statement on Form N-1A filed with the SEC; (c) The execution, delivery and performance by the Trust of this Agreement are within the Trust’s powers and have been duly authorized by all necessary action on the part of the Trust and its Board of Trustees, and no action by, or in respect of, or filing with, any governmental body, agency or official is required on the part of the Trust for the execution, delivery and performance by the Adviser Trust of this Agreement, and the execution, delivery and performance by the Trust of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Trust’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Trust; and (d) The Trust acknowledges that it received a copy of the Subadviser’s Form ADV ADV, including Parts 2A and 2B thereof, prior to the execution of this Agreement.

Representations and Warranties of the Trust. The Trust represents and warrants to the Adviser and the Subadviser as follows: (a) The Trust is a statutory trust duly formed and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder; (b) The Trust is registered as an investment company under the 1940 Act and has elected to qualify and has qualified, together with the Fund, as a regulated investment company under the Code, and the Fund’s shares are registered under the Securities Act; (c) The execution, delivery and performance by the Trust of this Agreement are within the Trust’s powers and have been duly authorized by all necessary action on the part of the Trust and its Board of Trustees, and no action by, or in respect of, or filing with, any governmental body, agency or official is required on the part of the Trust for the execution, delivery and performance by the Adviser Trust of this Agreement, and the execution, delivery and performance by the Trust of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Trust’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Trust; and (d) The Trust acknowledges that it received a copy of the Subadviser’s Form ADV prior to the execution of this Agreement.. February 2013 9

Representations and Warranties of the Trust. The Trust represents and warrants to the Adviser and the Subadviser as follows: (a) The Trust is a statutory trust duly formed and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder; (b) The Trust is registered as an investment company under the 1940 Act and has elected to qualify and has qualified, together with the Fund, as a regulated investment company under the Code, Code and the Fund’s 's shares are registered under the Securities Act;; and (c) The execution, delivery and performance by the Trust of this Agreement are within the Trust’s 's powers and have been duly authorized by all necessary action on the part of the Trust and its Board of Trustees, 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 Trust for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Trust of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Trust’s 's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Trust; and. (d) The Trust acknowledges that it received a copy of the Subadviser’s 's Form ADV prior to the execution of this Agreement.

Representations and Warranties of the Trust. The Trust represents and warrants to the Adviser and the Subadviser as follows: (a) The Trust is a statutory trust duly formed and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder; (b) The Trust is registered as an investment company under the 1940 Act and has elected to qualify and has qualified, together with the Fund, as a regulated investment company under the Code, and the Fund’s shares are registered under the Securities Act; (c) The execution, delivery and performance by the Trust of this Agreement are within the Trust’s powers and have been duly authorized by all necessary action on the part of the Trust and its Board of Trustees, and no action by, or in respect of, or filing with, any governmental body, agency or official is required on the part of the Trust for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Trust of this Agreement do not contravene or February 2010 constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Trust’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Trust; and (d) The Trust acknowledges that it received a copy of the Subadviser’s Form ADV prior to the execution of this Agreement.

Representations and Warranties of the Trust. The Trust represents and warrants to the Adviser and the Subadviser as follows: (a) The Trust is a statutory trust duly formed and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder; (b) The Trust is registered as an investment company under the 1940 Act and has elected to qualify and has qualified, together with the FundFunds, as a regulated investment company under the Code, and the Fund’s shares are registered under the Securities Act; (c) The execution, delivery and performance by the Trust of this Agreement are within the Trust’s powers and have been duly authorized by all necessary action on the part of the Trust and its Board of Trustees, and no action by, or in respect of, or filing with, any governmental body, agency or official is required on the part of the Trust for the execution, delivery and performance by the Adviser Trust of this Agreement, and the execution, delivery and performance by the Trust of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Trust’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Trust; and (d) The Trust acknowledges that it received a copy of the Subadviser’s Form ADV prior to the execution of this Agreement.

Representations and Warranties of the Trust. The Trust represents and warrants to the Adviser and the Subadviser as follows: (a) a. The Trust is a statutory trust duly formed and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder; (b) b. The Trust is registered as an investment company under the 1940 Act and has elected to qualify and has qualified, together with the Fund, as a regulated investment company under the Code, and the Fund’s shares are registered under the Securities Act; (c) c. The execution, delivery and performance by the Trust of this Agreement are within the Trust’s powers and have been duly authorized by all necessary action on the part of the Trust and its Board of Trustees, and no action by, or in respect of, or filing February 2013 with, any governmental body, agency or official is required on the part of the Trust or the Fund for the execution, delivery and performance by the Adviser Trust of this Agreement, and the execution, delivery and performance by the Trust of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Trust’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the TrustTrust or the Fund; and (d) d. The Trust acknowledges that it received a copy of the Subadviser’s Form ADV prior to the execution of this Agreement.

Representations and Warranties of the Trust. The Trust represents and warrants to the Adviser and the Subadviser as follows: (a) The Trust is a statutory trust duly formed and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder; (b) The Trust is registered as an investment company under the 1940 Act and has elected to qualify and has qualified, together with the Fund, as a regulated investment company under the Code, and the Fund’s shares are registered under the Securities Act; (c) The execution, delivery and performance by the Trust of this Agreement are within the Trust’s powers and have been duly authorized by all necessary action on the part of the Trust and its Board of Trustees, and no action by, or in respect of, or filing Execution Version with, any governmental body, agency or official is required on the part of the Trust for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Trust of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Trust’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Trust; and (d) The Trust acknowledges that it received a copy of the Subadviser’s Form ADV prior to the execution of this Agreement.

Representations and Warranties of the Trust. The Trust represents and warrants to the Adviser and the Subadviser as follows: (a) The Trust is a statutory trust duly formed and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder; (b) The Trust is registered as an investment company under the 1940 Act and has elected to qualify and has qualified, together with the Fund, as a regulated investment company under the Code, and the Fund’s shares are registered under the Securities Act; (c) The execution, delivery and performance by the Trust of this Agreement are within the Trust’s powers and have been duly authorized by all necessary action on the part of the Trust and its Board of Trustees, and no action by, or in respect of, or filing with, any governmental body, agency or official is required on the part of the Trust for the execution, delivery and performance by the Adviser Trust of this Agreement, and the execution, delivery and performance by the Trust of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Trust’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Trust; and (d) The Trust acknowledges that it received a copy of the Subadviser’s Form ADV prior to the execution of this Agreement.. February 2013

Representations and Warranties of the Trust. The Trust represents and warrants to the Adviser and the Subadviser as follows: (a) The Trust is a statutory trust duly formed and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder; (b) The Trust is registered as an investment company under the 1940 Act and has elected to qualify and has qualified, together with the Fund, as a regulated investment company under the Code, and the Fund’s shares are registered under the Securities ActAct pursuant to an effective Registration Statement on Form N-1A filed with the SEC; (c) The execution, delivery and performance by the Trust of this Agreement are within the Trust’s powers and have been duly authorized by all necessary action on the part of the Trust and its Board of Trustees, and no action by, or in respect of, or filing with, any governmental body, agency or official is required on the part of the Trust for February 2013 the execution, delivery and performance by the Adviser Trust of this Agreement, and the execution, delivery and performance by the Trust of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Trust’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Trust; and (d) The Trust acknowledges that it received a copy of the Subadviser’s Form ADV ADV, including Parts 2A and 2B thereof, prior to the execution of this Agreement.

Representations and Warranties of the Trust. The Trust represents and warrants to the Adviser and the Subadviser as follows: (a) The Trust is a statutory trust duly formed and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder; (b) The Trust is registered as an investment company under the 1940 Act and has elected to qualify and has qualified, together with the Fund, as a regulated investment company under the Code, and the Fund’s shares are registered under the Securities Act; (c) The execution, delivery and performance by the Trust of this Agreement are within the Trust’s powers and have been duly authorized by all necessary action on the part of the Trust and its Board of Trustees, and no action by, or in respect of, or October 2017 10 filing with, any governmental body, agency or official is required on the part of the Trust for the execution, delivery and performance by the Adviser Trust of this Agreement, and the execution, delivery and performance by the Trust of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Trust’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Trust; and (d) The Trust acknowledges that it received a copy of the Subadviser’s Form ADV prior to the execution of this Agreement.

Representations and Warranties of the Trust. The Trust represents and warrants to the Adviser and the Subadviser as follows: (a) The Trust is a statutory trust duly formed and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder; (b) The Trust is registered as an investment company under the 1940 Act and has elected to qualify and has qualified, together with the Fund, as a regulated investment company under the Code, and the Fund’s shares are registered under the Securities ActAct pursuant to an effective Registration Statement on Form N-1A filed with the SEC; (c) The execution, delivery and performance by the Trust of this Agreement are within the Trust’s powers and have been duly authorized by all necessary action on the part of the Trust and its Board of Trustees, and no action by, or in respect of, or filing with, any governmental body, agency or official is required on the part of the Trust for February 2013 9 the execution, delivery and performance by the Adviser Trust of this Agreement, and the execution, delivery and performance by the Trust of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Trust’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Trust; and (d) The Trust acknowledges that it received a copy of the Subadviser’s Form ADV ADV, including Parts 2A and 2B thereof, prior to the execution of this Agreement.

Representations and Warranties of the Trust. The Trust represents and warrants to the Adviser and the Subadviser as follows: (a) The Trust is a statutory trust duly formed and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder; (b) The Trust is registered as an investment company under the 1940 Act and has elected to qualify and has qualified, together with the Fund, as a regulated investment company under the Code, and the Fund’s shares are registered under the Securities Act; (c) The execution, delivery and performance by the Trust of this Agreement are within the Trust’s powers and have been duly authorized by all necessary action on the part of the Trust and its Board of Trustees, and no action by, or in respect of, or filing with, any governmental body, agency or official is required on the part of the Trust for the execution, delivery and performance by the Adviser Trust of this Agreement, and the execution, delivery and performance by the Trust of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Trust’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Trust; and (d) The Trust acknowledges that it received a copy of the Subadviser’s Form ADV prior to the execution of this Agreement.. October 2018 10

Representations and Warranties of the Trust. The Trust represents and warrants to the Adviser and the Subadviser as follows: (a) The Trust is a statutory trust duly formed and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder; (b) The Trust is registered as an investment company under the 1940 Act and has elected to qualify and has qualified, together with the Fund, as a regulated investment company under the Code, and the Fund’s shares are registered under the Securities Act; (c) The execution, delivery and performance by the Trust of this Agreement are within the Trust’s powers and have been duly authorized by all necessary action on the part of the Trust and its Board of Trustees, and no action by, or in respect of, or filing with, any governmental body, agency or official is required on the part of the Trust for the execution, delivery and performance by the Adviser Trust of this Agreement, and the execution, delivery and performance by the Trust of this Agreement do not contravene or February 2013 constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Trust’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Trust; and (d) The Trust acknowledges that it received a copy of the Subadviser’s Form ADV prior to the execution of this Agreement.

Representations and Warranties of the Trust. The Trust represents and warrants to the Adviser and the Subadviser as follows: (a) The Trust is a statutory trust duly formed and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder; (b) The Trust is registered as an investment company under the 1940 Act and has elected to qualify and has qualified, together with the Fund, as a regulated investment company under the Code, and the Fund’s shares are registered under the Securities Act; (c) The execution, delivery and performance by the Trust of this Agreement are within the Trust’s powers and have been duly authorized by all necessary action on the part of the Trust and its Board of Trustees, and no action by, or in respect of, or filing with, any governmental body, agency or official is required on the part of the Trust for the execution, delivery and performance by the Adviser Trust of this Agreement, and the October 2018 10 execution, delivery and performance by the Trust of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Trust’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Trust; and (d) The Trust acknowledges that it received a copy of the Subadviser’s Form ADV prior to the execution of this Agreement.

Representations and Warranties of the Trust. The Trust represents and warrants to the Adviser and the Subadviser as follows: (a) The Trust is a statutory trust duly formed and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder; (b) The Trust is registered as an investment company under the 1940 Act and has elected to qualify and has qualified, together with the Fund, as a regulated investment company under the Code, and the Fund’s shares are registered under the Securities Act; (c) The execution, delivery and performance by the Trust of this Agreement are within the Trust’s powers and have been duly authorized by all necessary action on the part of the Trust and its Board of Trustees, and no action by, or in respect of, or filing with, any governmental body, agency or official is required on the part of the Trust for the execution, delivery and performance by the Adviser Trust of this Agreement, and the execution, delivery and performance by the Trust of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Trust’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Trust; and (d) The Trust acknowledges that it received a copy of the Subadviser’s Form ADV prior to the execution of this Agreement. (e) The Fund listed in Exhibit A is a “qualified eligible person” as defined in CFTC Rule 4.7.

Representations and Warranties of the Trust. The Trust represents and warrants to the Adviser and the Subadviser as follows: (a) The Trust is a statutory trust duly formed and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder; (b) The Trust is registered as an investment company under the 1940 Act and has elected to qualify and has qualified, together with the Fund, as a regulated investment company under the Code, and the Fund’s shares are registered under the Securities Act; (c) The execution, delivery and performance by the Trust of this Agreement are within the Trust’s powers and have been duly authorized by all necessary action on the part of the Trust and its Board of Trustees, and no action by, or in respect of, or filing with, any governmental body, agency or official is required on the part of the Trust for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Trust of this Agreement do not contravene or December 2011 constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Trust’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Trust; and (d) The Trust acknowledges that it received a copy of the Subadviser’s Form ADV prior to the execution of this Agreement.

Representations and Warranties of the Trust. The Trust represents and warrants to the Adviser and the Subadviser as follows: (a) The Trust is a statutory trust duly formed and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder; (b) The Trust is registered as an investment company under the 1940 Act and has elected to qualify and has qualified, together with the Fund, as a regulated investment company under the Code, and the Fund’s 's shares are registered under the Securities Act; (c) The execution, delivery and performance by the Trust of this Agreement are within the Trust’s 's powers and have been duly authorized by all necessary action on the part of the Trust and its Board of Trustees, and no action by, or in respect of, or filing with, any governmental body, agency or official is required on the part of the Trust for the execution, delivery and performance by the Adviser Trust of this Agreement, and the execution, delivery and performance by the Trust of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Trust’s 's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Trust; and (d) The Trust acknowledges that it received a copy of the Subadviser’s 's Form ADV prior to the execution of this Agreement.

Representations and Warranties of the Trust. The Trust represents and warrants to the Adviser and the Subadviser as follows: (a) The Trust is a statutory trust duly formed and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder; (b) The Trust is registered as an investment company under the 1940 Act and has elected to qualify and has qualified, together with the Fund, as a regulated investment company under the Code, and the Fund’s shares are registered under the Securities Act; (c) The execution, delivery and performance by the Trust of this Agreement are within the Trust’s powers and have been duly authorized by all necessary action on the part of the Trust and its Board of Trustees, and no action by, or in respect of, or filing with, any governmental body, agency or official is required on the part of the Trust for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Trust of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Trust’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Trust; and (d) The Trust acknowledges that it received a copy of the Subadviser’s Form ADV at least 48 hours prior to the execution of this Agreement.

Representations and Warranties of the Trust. The Trust represents and warrants to the Adviser and the Subadviser as follows: (a) The Trust is a statutory business trust duly formed organized and validly existing under the laws of the State of Delaware Ohio with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder; (b) The Trust is registered as an investment company under the 1940 Act and has elected to qualify and has qualified, together with the Fund, as a regulated investment company under the Code, and the Fund’s 's shares are registered under the Securities Act; (c) The execution, delivery and performance by the Trust of this Agreement are within the Trust’s 's powers and have been duly authorized by all necessary action on the part of the Trust and its Board of Trustees, 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 Trust for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Trust of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Trust’s 's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Trust; and (d) The Trust acknowledges that it received a copy of the Subadviser’s 's Form ADV prior to the execution of this Agreement.

Representations and Warranties of the Trust. The Trust represents and warrants to the Adviser and the Subadviser as follows: (a) The Trust is a statutory trust duly formed and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder; (b) The Trust is registered as an investment company under the 1940 Act and has elected to qualify and has qualified, together with the Fund, as a regulated investment company under the Code, and the Fund’s 's shares are registered under the Securities Act; (c) The execution, delivery and performance by the Trust of this Agreement are within the Trust’s 's powers and have been duly authorized by all necessary action on the part of the Trust and its Board of Trustees, and no action by, or in respect of, or filing with, any governmental body, agency or official is required on the part of the Trust for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Trust of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Trust’s 's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Trust; and (d) The Trust acknowledges that it received a copy of the Subadviser’s 's Form ADV at least 48 hours prior to the execution of this Agreement.