Common use of Representations of Sub Advisor Clause in Contracts

Representations of Sub Advisor. The Sub-advisor represents, warrants and agrees that: (a) It is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) (and will continue to be so registered for so long as this Agreement remains in effect); (b) It is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (c) It is either registered as a commodity trading advisor or duly exempt from such registration with the U.S. Commodity Futures Trading Commission (“CFTC”), and will continue to be so registered or exempt for so long as this Agreement remains in effect or, alternatively, will become a commodity trading advisor duly registered with the CFTC and will be a member in good standing with the National Futures Association. (d) It has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement; (e) It will promptly notify the Advisor and the Trust of the occurrence of any event that would disqualify the Sub-advisor from serving as an investment adviser of an investment company pursuant to Section 9 of the 1940 Act or any other applicable statute or regulation; (f) It will maintain, keep current and preserve on behalf of the Fund in the manner provided by the 1940 Act all records required by the 1940 Act with respect to Sub-advisor’s activities hereunder. Sub-advisor agrees that such records are the property of the Trust and will be surrendered to the Trust promptly upon request, provided that the Sub-advisor may retain copies of such records in order to comply with applicable law; (g) It will complete such reports concerning purchases or sales of securities on behalf of the Fund as the Advisor may from time to time require to document compliance with the 1940 Act, the Advisers Act, the Internal Revenue Code and other applicable laws; and (h) After filing with the Securities and Exchange Commission any amendment to its Form ADV, Sub-advisor will promptly furnish a copy to the Advisor.

Representations of Sub Advisor. The Sub-advisor represents, warrants and agrees that: (a) It is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) (and will continue to be so registered for so long as this Agreement remains in effect)) ; (b) It is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (c) It is either registered as a commodity trading advisor or duly exempt from such registration with the U.S. Commodity Futures Trading Commission (“CFTC”), and will continue to be so registered or exempt for so long as this Agreement remains in effect or, alternatively, will become a commodity trading advisor duly registered with the CFTC and will be a member in good standing with the National Futures Association. (d) It has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any self-regulatory agency, necessary to be met in order to perform the services contemplated by this AgreementAgreement ; (ed) It will promptly notify the Advisor and the Trust of the occurrence of any event that would disqualify the Sub-advisor from serving as an investment adviser of an investment company pursuant to Section 9 of the 1940 Act or any other applicable statute or regulation; (fe) It will maintain, keep current and preserve on behalf of the Fund in the manner provided by the 1940 Act all records required by the 1940 Act with respect to Sub-advisor’s activities hereunder. Sub-advisor agrees that such records are the property of the Trust and will be surrendered to the Trust promptly upon request, provided that the Sub-advisor may retain copies of such records in order to comply with applicable law; (gf) It will complete such reports concerning purchases or sales of securities on behalf of the Fund as the Advisor may from time to time require to document compliance with the 1940 Act, the Advisers Act, the Internal Revenue Code and other applicable laws; and (hg) After filing with the Securities and Exchange Commission any amendment to its Form ADV, Sub-advisor will promptly furnish a copy to the Advisor.

Representations of Sub Advisor. The Sub-advisor represents, warrants and agrees that: (a) It is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) (and will continue to be so registered for so long as this Agreement remains in effect)) ; (b) It is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (c) It is either registered as a commodity trading advisor or duly exempt from such registration with the U.S. Commodity Futures Trading Commission (“CFTC”), and will continue to be so registered or exempt for so long as this Agreement remains in effect or, alternatively, will become a commodity trading advisor duly registered with the CFTC and will be a member in good standing with the National Futures Association. (d) It has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any self-regulatory agency, necessary to be met in order to perform the services contemplated by this AgreementAgreement ; (ed) It will promptly immediately notify the Advisor and the Trust of the occurrence of any event that would disqualify the Sub-advisor from serving as an investment adviser of an investment company pursuant to Section 9 of the 1940 Act or any other applicable statute or regulation; (fe) It will maintain, keep current and preserve on behalf of the Fund in the manner provided by the 1940 Act all records required by the 1940 Act with respect to Sub-advisor’s activities hereunder. Sub-advisor agrees that such records are the property of the Trust and will be surrendered to the Trust promptly upon request, provided that the Sub-advisor may retain copies of such records in order to comply with applicable law; (gf) It will complete such reports concerning purchases or sales of securities on behalf of the Fund as the Advisor may from time to time require to document compliance with the 1940 Act, the Advisers Act, the Internal Revenue Code and other applicable laws; and (hg) After filing with the Securities and Exchange Commission any amendment to its Form ADV, Sub-advisor will promptly furnish a copy to the Advisor.

Representations of Sub Advisor. The Sub-advisor represents, warrants and agrees that: (a) It is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) (and will continue to be so registered for so long as this Agreement remains in effect)) ; (b) It is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (c) It is either registered as a commodity trading advisor or duly exempt from such registration with the U.S. Commodity Futures Trading Commission (“CFTC”), and will continue to be so registered or exempt for so long as this Agreement remains in effect or, alternatively, will become a commodity trading advisor duly registered with the CFTC and will be a member in good standing with the National Futures Association. (d) It has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any self-regulatory agency, necessary to be met in order to perform the services contemplated by this AgreementAgreement ; (ed) It will promptly immediately notify the Advisor and the Trust of the occurrence of any event that would disqualify the Sub-advisor from serving as an investment adviser of an investment company pursuant to Section 9 of the 1940 Act or any other applicable statute or regulation; (fe) It will maintain, keep current and preserve on behalf of the Fund in the manner provided by the 1940 Act all records required by the 1940 Act with respect to Sub-advisor’s activities hereunder. Sub-advisor agrees that such records are the property of the Trust and will be surrendered to the Trust promptly upon request, provided that the Sub-advisor may retain copies of such records in order to comply with applicable law; (gf) It will complete such reports concerning purchases or sales of securities on behalf of the Fund as the Advisor may from time to time require to document compliance with the 1940 Act, the Advisers Act, the Internal Revenue Code and other applicable laws; and (hg) After filing with the Securities and Exchange Commission any amendment to its Form ADV, Sub-advisor will promptly furnish a copy to the Advisor.

Representations of Sub Advisor. The Sub-advisor represents, warrants and agrees that: (a) It is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) (and will continue to be so registered for so long as this Agreement remains in effect)) ; (b) It is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (c) It is either registered as a commodity trading advisor or duly exempt from such registration with the U.S. Commodity Futures Trading Commission (“CFTC”), and will continue to be so registered or exempt for so long as this Agreement remains in effect or, alternatively, will become a commodity trading advisor duly registered with the CFTC and will be a member in good standing with the National Futures Association. (d) It has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any self-regulatory agency, necessary to be met in order to perform the services contemplated by this AgreementAgreement ; (ed) It will promptly immediately notify the Advisor and the Trust of the occurrence of any event that would disqualify the Sub-advisor from serving as an investment adviser of an investment company pursuant to Section 9 of the 1940 Act or any other applicable statute or regulation; (fe) It will maintain, keep current and preserve on behalf of the Fund in the manner provided by the 1940 Act all records required by the 1940 Act with respect to Sub-advisor’s activities hereunder. Sub-advisor agrees that such records are the property of the Trust and will be surrendered to the Trust promptly upon request, provided that the Sub-advisor may retain copies of such records in order to comply with applicable law; (gf) It will complete such reports concerning purchases or sales of securities on behalf of the Fund as the Advisor may from time to time require to document compliance with the 1940 Act, the Advisers Act, the Internal Revenue Code and other applicable laws; and; (hg) After filing with the Securities and Exchange Commission any amendment to its Form ADV, Sub-advisor will promptly furnish a copy to the Advisor; and (i) Although registered as a commodity trading advisor, the Sub-Advisor is exempt from registration as a CTA under CFTC Regulation 4.14(a)(8) with respect to the Fund, has filed notice required under CFTC Regulation 4.14(a)(8) and shall reaffirm such notice annually as required; and (ii) the Sub-Advisor agrees to notify the Advisor promptly in writing if the above representation and warranty ceases to be accurate in any respect with respect to the Fund.

Representations of Sub Advisor. The Sub-advisor represents, warrants and agrees that: (a) It is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) (and will continue to be so registered for so long as this Agreement remains in effect); (b) It is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (c) It is either registered as a commodity trading advisor or duly exempt from such registration with the U.S. Commodity Futures Trading Commission (“CFTC”), and will continue to be so registered or exempt for so long as this Agreement remains in effect or, alternatively, will become a commodity trading advisor duly registered with the CFTC and will be a member in good standing with the National Futures Association. (d) It has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement; (ed) It will promptly immediately notify the Advisor and the Trust of the occurrence of any event that would disqualify the Sub-advisor from serving as an investment adviser of an investment company pursuant to Section 9 of the 1940 Act or any other applicable statute or regulation; (fe) It will maintain, keep current and preserve on behalf of the Fund in the manner provided by the 1940 Act all records required by the 1940 Act with respect to Sub-advisor’s activities hereunder. Sub-advisor agrees that such records are the property of the Trust and will be surrendered to the Trust promptly upon request, provided that the Sub-advisor may retain copies of such records in order to comply with applicable law; (gf) It will complete such reports concerning purchases or sales of securities on behalf of the Fund as the Advisor may from time to time require to document compliance with the 1940 Act, the Advisers Act, the Internal Revenue Code and other applicable laws; and (hg) After filing with the Securities and Exchange Commission any amendment to its Form ADV, Sub-advisor will promptly furnish a copy to the Advisor.

Representations of Sub Advisor. The Sub-advisor Advisor represents, warrants warrants, and agrees thatas follows: A. The Sub-Advisor: (ai) It is registered as an investment adviser Advisor under the Investment Advisers Advisors Act of 1940, as amended (the “Advisers Act”) (and will continue to be so registered for so long as this Agreement remains in effect); ; (bii) It is not prohibited by the 1940 Act or the Advisers Advisors Act from performing the services contemplated by this Agreement; ; (ciii) It is either registered as a commodity trading advisor or duly exempt from such registration with the U.S. Commodity Futures Trading Commission (“CFTC”), and will continue to be so registered or exempt for so long as this Agreement remains in effect or, alternatively, will become a commodity trading advisor duly registered with the CFTC and will be a member in good standing with the National Futures Association. (d) It has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement; ; (eiv) It has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly immediately notify the Investment Advisor and the Trust of the occurrence of any event that would disqualify the Sub-advisor Advisor from serving as an investment adviser advisor of an investment company pursuant to Section 9 9(a) of the 1940 Act or any other applicable statute or regulation;otherwise. (f) It will maintain, keep current and preserve on behalf B. The Sub-Advisor has adopted a written code of ethics complying with the Fund in the manner provided by requirements of Rule 17j-1 under the 1940 Act all records required by and, if it has not already done so, will provide the 1940 Act Investment Advisor and the Trust with respect to a copy of such code of ethics, together with evidence of its adoption. C. The Sub-advisor’s activities hereunder. Sub-advisor agrees that such records are Advisor has provided the property of Investment Advisor and the Trust and will be surrendered to the Trust promptly upon request, provided that the Sub-advisor may retain copies with a copy of such records in order to comply with applicable law; (g) It will complete such reports concerning purchases or sales of securities on behalf of the Fund its Form ADV as the Advisor may from time to time require to document compliance most recently filed with the 1940 ActSEC and will, the Advisers Act, the Internal Revenue Code and other applicable laws; and (h) After promptly after filing with the Securities and Exchange Commission any amendment to its Form ADVADV with the SEC, Sub-advisor will promptly furnish a copy of such amendment to the Investment Advisor.