Common use of Representations of the Adviser Clause in Contracts

Representations of the Adviser. The Adviser represents, warrants and agrees that: (a) The Adviser has been duly authorized by the Board to delegate to the Sub-Adviser the provision of investment services to each Fund as contemplated hereby. (b) The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) to the best of its knowledge, has met and will seek to continue to meet for so long as this Agreement is 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; and (iv) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. The Adviser will also promptly notify the Sub-Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, regulatory agency, involving the affairs of the Fund(s), provided, however, that routine regulatory examinations shall not be required to be reported by this provision.

Representations of the Adviser. The Adviser represents, warrants warrants, and agrees thatas follows: (a) The Adviser has been duly authorized by the Board to delegate to the Sub-Adviser the provision of investment services to each the Fund as contemplated hereby. (b) The Adviser is currently in compliance and shall at all times continue to be in compliance with the requirements imposed upon the Adviser by applicable law and regulations. (c) The Adviser (i) is will be registered as an investment adviser under the Advisers Act prior to the commencement of operation of the Portfolio and thereafter will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) to the best of its knowledge, has met and will seek to continue to meet for so long as this Agreement is in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement, and (ivv) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the Investment Company 1940 Act or otherwise. The Adviser will also promptly notify the Sub-Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, regulatory agency, involving the affairs of the Fund(s), provided, however, that routine regulatory examinations shall not be required to be reported by this provision.

Representations of the Adviser. The Adviser represents, warrants and agrees that: (a) A. The Adviser has been duly authorized by the Board Trustees of the Trust to delegate to the Sub-Adviser the provision of investment services to each Fund as contemplated hereby. (b) B. The Trust has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) to the best of its knowledge, has met and will seek to continue to meet for so long as this Agreement is in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement, and (ivv) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as investment manager adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. . D. The Adviser will also promptly notify the acknowledges receipt of Sub-Adviser if it is served or otherwise receives notice of any actionAdviser’s Form ADV Part 2A at least 48 hours prior to entering into this Agreement, suit, proceeding, inquiry or investigation, at law or in equity, before or as required by any court, public board or body, regulatory agency, involving Rule 204-3 under the affairs of the Fund(s), provided, however, that routine regulatory examinations shall not be required to be reported by this provisionAdvisers Act.

Representations of the Adviser. The Adviser represents, warrants warrants, and agrees thatas follows: (a) The Adviser has been duly authorized by the Board to delegate to the Sub-Adviser the provision of investment services to each Fund as contemplated hereby. (b) The Adviser is currently in compliance and shall at all times continue to be in compliance with the requirements imposed upon the Adviser by applicable law and regulations. (c) The Adviser (i) is will be registered as an investment adviser under the Advisers Act prior to the commencement of operation of the Portfolio and thereafter will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) to the best of its knowledge, has met and will seek to continue to meet for so long as this Agreement is in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement, and (ivv) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the Investment Company 1940 Act or otherwise. The Adviser will also promptly notify the Sub-Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, regulatory agency, involving the affairs of the Fund(s), provided, however, that routine regulatory examinations shall not be required to be reported by this provision.

Representations of the Adviser. The Adviser represents, warrants and agrees that: (a) The Adviser has been duly authorized by the Board to delegate to the Sub-Adviser the provision of investment services to each Fund the Portfolio as contemplated hereby. (b) The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) to the best of its knowledge, has met and will seek to continue to meet for so long as this Agreement is 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; and (iv) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as an investment manager of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. The Adviser will also promptly notify the Sub-Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, or regulatory agency, involving the affairs of the Fund(s)Fund, provided, however, that routine regulatory examinations shall not be required to be reported by this provision.

Representations of the Adviser. The Adviser represents, warrants and agrees that: (a) The Adviser has been duly authorized by the Board to delegate to the Sub-Adviser the provision of investment services to each the Fund Account as contemplated hereby. (b) The Adviser Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) to the best of its knowledge, has met and will seek to continue to meet for so long as this Agreement is remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory agency or industry self-regulatory agency organization necessary to be met in order to perform the services contemplated by this Agreement; and (iv) has the authority to enter into and perform the services contemplated by this Agreement; (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as an investment manager adviser of an investment company pursuant to Section 9(a) of the Investment Company 1940 Act or otherwise. The Adviser ; and (vi) will also promptly notify the Sub-Adviser if any representation it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, regulatory agency, involving has made under this Agreement becomes materially untrue. (c) The Adviser has reviewed the affairs registration requirements of the Fund(s), provided, however, that routine regulatory examinations shall not be required CEA and the National Futures Association (“NFA”) relating to be reported by this provisioncommodity pool operators and has claimed with respect to each Fund an exclusion from the definition of “commodity pool operator” under CFTC Regulation 4.5.

Representations of the Adviser. The Adviser represents, warrants and agrees that: (a) The Adviser has been duly authorized by the Board to delegate to the Sub-Adviser the provision of investment services to each Fund Portfolio as contemplated hereby. (b) The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) to the best of its knowledge, has met and will seek to continue to meet for so long as this Agreement is 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; and (iv) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. The Adviser will also promptly notify the Sub-Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, regulatory agency, involving the affairs of the Fund(sPortfolio(s), provided, however, that routine regulatory examinations shall not be required to be reported by this provision.

Representations of the Adviser. The Adviser represents, warrants and agrees that: (a) The Adviser has been duly authorized by the Board to delegate to the Sub-Adviser the provision of investment services to each the Fund Account as contemplated hereby. (b) The Adviser Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) to the best of its knowledge, has met and will seek to continue to meet for so long as this Agreement is remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency organization necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (ivv) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as an investment manager adviser of an investment company pursuant to Section 9(a) of the Investment Company 1940 Act or otherwise. . (c) The Adviser will also promptly notify the Sub-Adviser if represents and warrants that it is served or otherwise receives excluded from the definition of commodity pool operator pursuant to Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to the Fund, and that the Adviser has timely filed a notice of any actioneligibility as required by CFTC Regulation 4.5 with respect to the Fund and will, suitduring the term of this Agreement, proceeding, inquiry or investigation, at law or in equity, before or maintain and reaffirm such notice of eligibility as required by any court, public board or body, regulatory agency, involving the affairs of the Fund(s), provided, however, that routine regulatory examinations shall not be required to be reported by this provisionCFTC Regulation 4.5.

Representations of the Adviser. The Adviser represents, warrants and agrees that: (a) The Adviser has been duly authorized by the Board to delegate to the Sub-Adviser the provision of investment advisory services to each the Fund Account as contemplated hereby. (b) The Adviser Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) to the best of its knowledge, has met and will seek to continue to meet for so long as this Agreement is remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory agency or industry self-regulatory agency organization necessary to be met in order to perform the services contemplated by this Agreement; and (iv) has the authority to enter into and perform the services contemplated by this Agreement; or (v) will promptly notify the Sub-Adviser of any material breach of this Agreement, if any representation under this Agreement becomes materially untrue or the occurrence of any event that the Adviser reasonably determines could have a materially adverse impact on the Adviser’s ability to satisfy its obligations under this Agreement, or would disqualify the Adviser from serving as an investment manager adviser of an investment company pursuant to Section 9(a) of the Investment Company 1940 Act or otherwise. The Adviser will also promptly notify the Sub-Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, regulatory agency, involving the affairs of the Fund(s), provided, however, that routine regulatory examinations shall not be required to be reported by this provision.

Representations of the Adviser. The Adviser represents, warrants and agrees that: (a) The Adviser has been duly authorized by the Board to delegate to the Sub-Adviser the provision of investment services to each the Fund Account as contemplated hereby. (b) The Adviser Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) to the best of its knowledge, has met and will seek to continue to meet for so long as this Agreement is remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory agency or industry self-regulatory agency organization necessary to be met in order to perform the services contemplated by this Agreement; and (iv) has the authority to enter into and perform the services contemplated by this Agreement; (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as an investment manager adviser of an investment company pursuant to Section 9(a) of the Investment Company 1940 Act or otherwise; and (vi) will promptly notify the Sub-Adviser if any representation it has made under this Agreement becomes materially untrue. The To the extent permitted by law, the Adviser will also promptly notify the Sub-Adviser if it is served or otherwise receives notice of any material action, suit, proceeding, inquiry or investigation, at law or in equity, or any threat thereof, before or by any court, public board or body, regulatory agency, directly involving the affairs of the Fund(s), provided, however, that routine regulatory examinations shall not be required to be reported by this provisionFund Account.

Representations of the Adviser. The Adviser represents, warrants warrants, and agrees that: (a) A. The Adviser has been duly authorized by the Board to delegate to the Sub-Adviser the provision of services with respect to the Fund and the investment services to each and reinvestment of the Assets of the Fund as contemplated hereby. (b) B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j‑1 under the Investment Company Act and will provide Sub-Adviser with a copy of such code of ethics. C. The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; , (ii) is not prohibited by the Investment Company Act, the Advisers Act Act, or other law, regulation regulation, or order from performing the services contemplated by this Agreement; , (iii) to the best of its knowledge, has met and will seek to continue to meet for so long as this Agreement is in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; , (iv) has the full power and authority to enter into and perform the services contemplated by this Agreement, and (ivv) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. The Adviser will also promptly notify the Sub-Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, regulatory agency, involving the affairs of the Fund(s), provided, however, that routine regulatory examinations shall not be required to be reported by this provision.

Representations of the Adviser. The Adviser represents, warrants and agrees that: (a) A. The Adviser has been duly authorized by the Board Trustees of the Trust to delegate to the Sub-Sub- Adviser the provision of investment services to each Fund as contemplated hereby. (b) B. The Trust has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) to the best of its knowledge, has met and will seek to continue to meet for so long as this Agreement is in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (ivv) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as investment manager adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. . D. The Adviser will also promptly notify the acknowledges receipt of Sub-Adviser if it is served or otherwise receives notice of any actionAdviser’s Form ADV Part 2A at least 48 hours prior to entering into this Agreement, suit, proceeding, inquiry or investigation, at law or in equity, before or as required by any court, public board or body, regulatory agency, involving Rule 204-3 under the affairs of the Fund(s), provided, however, that routine regulatory examinations shall not be required to be reported by this provisionAdvisers Act.

Representations of the Adviser. The Adviser represents, warrants warrants, and agrees that: (a) A. The Adviser has been duly authorized by the Board to delegate to the Sub-Adviser the provision of services with respect to the Fund and the investment services to each and reinvestment of the Assets of the Fund as contemplated hereby. (b) B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j 1 under the Investment Company Act and will provide Sub-Adviser with a copy of such code of ethics. C. The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; , (ii) is not prohibited by the Investment Company Act, the Advisers Act Act, or other law, regulation regulation, or order from performing the services contemplated by this Agreement; , (iii) to the best of its knowledge, has met and will seek to continue to meet for so long as this Agreement is in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; , (iv) has the full power and authority to enter into and perform the services contemplated by this Agreement, and (ivv) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. The Adviser will also promptly notify the Sub-Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, regulatory agency, involving the affairs of the Fund(s), provided, however, that routine regulatory examinations shall not be required to be reported by this provision.

Representations of the Adviser. The Adviser represents, warrants and agrees that: (a) The Adviser has been duly authorized by the Board to delegate to the Sub-Adviser the provision of investment services to each the Fund as contemplated hereby. (b) The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) to the best of its knowledge, has met and will seek to continue to meet for so long as this Agreement is 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; and (iv) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as an investment manager of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. The Adviser will also promptly notify the Sub-Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, or regulatory agency, involving the affairs of the Fund(s)Fund, provided, however, that routine regulatory examinations shall not be required to be reported by this provision.

Representations of the Adviser. The Adviser represents, warrants and agrees thatas follows: (a1) The Adviser has been duly authorized by the Fund Board and the Trust Board to delegate to the Sub-Adviser the provision of investment services to each the Fund as contemplated hereby. in this Agreement; and (b2) The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) to the best of its knowledgehas met, has met and will seek to continue to meet for so long as this Agreement is remains in effect, any other all applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency agency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (ivv) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as an investment manager adviser of an any investment company pursuant to Section 9(a) of the Investment Company 1940 Act or otherwise. The Adviser has or will also promptly notify furnish the Sub-Adviser if it is served or otherwise receives notice with copies of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, regulatory agency, involving the affairs each of the Fund(s)following prior to the commencement of the Sub-Adviser’s services: (1) the Fund’s Memorandum of Association and Articles of Association (together, provided, however, that routine regulatory examinations the “Memorandum of Association”) and (2) resolutions of the Fund Board authorizing the appointment of the Sub-Adviser and approving this agreement. The Adviser shall not be required promptly furnish the Sub-Adviser with copies of all amendments of or supplements to be reported by this provisionthe Memorandum of Association.