Common use of REPRESENTATIONS OF THE INVESTMENT ADVISER Clause in Contracts

REPRESENTATIONS OF THE INVESTMENT ADVISER. The Investment Adviser represents, warrants and agrees that: A. The Investment Adviser has been duly authorized by the Trustees of the Trust to delegate to the Sub-Adviser the provision of investment services to each Fund as contemplated hereby. B. The Investment Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Investment 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 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement, (iii) 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 (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Investment Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. D. The Investment Adviser acknowledges receipt of Part II of the Sub-Adviser’s Form ADV at least 48 hours prior to entering into this Agreement, as required by Rule 204-3 under the Advisers Act. E. The Investment Adviser shall provide (or cause the Trust’s custodian to provide) timely information to the Sub-Adviser regarding such matters as the composition to assets in the portion of each Fund managed by the Sub-Adviser, cash requirements and cash available for investment in such portion of each such Fund, and all other information as may be reasonably necessary for the Sub-Adviser to perform its duties hereunder.

REPRESENTATIONS OF THE INVESTMENT ADVISER. The Investment Adviser represents, warrants and agrees that: A. The Investment Adviser has been duly authorized by the Trustees of the Trust to select and engage the Sub-Adviser as contemplated herein and to delegate to the Sub-Adviser the provision of investment services to each Fund Portfolio as contemplated hereby. B. The Investment Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Investment 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 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement, (iii) 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 (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Investment Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. D. The Investment Adviser acknowledges receipt of Part II 2 of the Sub-Adviser’s Form ADV at least 48 hours prior to entering into this Agreement, as required by Rule 204-3 under the Advisers Act. E. The Investment Adviser shall provide (or cause the Trust’s custodian Custodian to provide) timely information to the Sub-Adviser regarding such matters as the composition to assets in the portion of each Fund Portfolio managed by the Sub-Adviser, cash requirements and cash available for investment in such portion of each such FundPortfolio, and all other information as may be reasonably necessary for the Sub-Adviser to perform its duties hereunder.

REPRESENTATIONS OF THE INVESTMENT ADVISER. The Investment Adviser represents, warrants and agrees that: A. The Investment Adviser has been duly authorized by the Trustees of the Trust to delegate to the Sub-Adviser the provision of investment services to each Fund as contemplated hereby. B. The Investment Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Investment 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 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement, (iii) 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 (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Investment Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. D. The Investment Adviser acknowledges receipt of Part II 2 of the Sub-Adviser’s Form ADV at least 48 hours prior to entering into this Agreement, as required by Rule 204-3 under the Advisers Act. E. The Investment Adviser shall provide (or cause the Trust’s custodian to provide) timely information to the Sub-Adviser regarding such matters as the composition to of assets in the portion of each Fund managed by the Sub-Adviser, cash requirements and cash available for investment in such portion of each such Fund, and all other information as may be reasonably necessary for the Sub-Adviser to perform its duties hereunder.

REPRESENTATIONS OF THE INVESTMENT ADVISER. The Investment Adviser represents, warrants and agrees that: A. The Investment Adviser has been duly authorized by the Board of Trustees of the Trust to delegate to the Sub-Adviser the provision of investment services to each Fund as contemplated hereby. B. The Investment Adviser Trust has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Investment Adviser is currently in compliance and shall at all times continue to be in compliance with the requirements imposed upon the Investment Adviser by applicable law and regulations. D. The Investment Adviser (i) is will be registered as an investment adviser under the Advisers Act prior to the commencement of operation of the Funds and thereafter will continue to be so registered for so long as this Agreement remains in effect, ; (ii) is not prohibited by the 1940 Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement, ; (iii) 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 (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Investment Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. D. The Investment Adviser acknowledges receipt of Part II of the Sub-Adviser’s Form ADV at least 48 hours prior to entering into this Agreement, as required by Rule 204-3 under the Advisers Act. E. The Investment Adviser shall provide (or cause the Trust’s custodian to provide) timely information to the Sub-Adviser regarding such matters as the composition to assets in the portion of each Fund managed by the Sub-Adviser, cash requirements and cash available for investment in such portion of each such Fund, and all other information as may be reasonably necessary for the Sub-Adviser to perform its duties hereunder.

REPRESENTATIONS OF THE INVESTMENT ADVISER. The Investment Adviser represents, represents and warrants to the Trust and agrees thatthe Sub-Adviser as follows: A. The Investment Adviser has been duly authorized by the Board of Trustees of and the Trust’s Trust Instrument and other governing documents to delegate to the Sub-Adviser the provision of investment services to each the Fund as contemplated hereby. B. The Investment Adviser Trust has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Investment 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 1940 Act, the Advisers Act or other applicable law, regulation or order from retaining the Sub-Adviser to serve as sub-adviser to the Fund or from performing the services contemplated by this Agreement, (iii) 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 (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Investment Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. D. The Investment Adviser acknowledges receipt of Part II of the Sub-Adviser’s Form ADV at least 48 hours prior to entering into this Agreement, as required by Rule 204-3 under the Advisers Act. E. The Investment Adviser shall provide (or cause the Trust’s custodian to provide) timely information to the Sub-Adviser regarding such matters as the composition to assets in the portion of each the Fund managed by the Sub-Adviser, cash requirements and cash available for investment in such portion of each such Fund, and all other information as may be reasonably necessary for the Sub-Adviser to perform its duties hereunder. E. This Agreement is a valid and binding Agreement of the Investment Adviser, enforceable against it in accordance with the terms hereof.

REPRESENTATIONS OF THE INVESTMENT ADVISER. The Investment Adviser represents, represents and warrants to the Trust and agrees the Sub-Adviser that: A. The Investment Adviser has been duly authorized by the Trustees of the Trust to delegate to the Sub-Adviser the provision of investment services to each Fund as contemplated hereby. B. The Investment Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Investment 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 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement, (iii) 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 (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Investment Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. D. The Investment Adviser acknowledges receipt of Part II of the Sub-Adviser’s Form ADV at least 48 forty-eight (48) hours prior to entering into this Agreement, as required by Rule 204-3 under the Advisers Act. E. The Investment Adviser shall provide (or cause the Trust’s custodian to provide) timely information to the Sub-Adviser regarding such matters as the composition to of assets in the portion of each Fund managed by the Sub-Adviser, cash requirements and cash available for investment in such portion of each such Fund, and all other information as may be reasonably necessary for the Sub-Adviser to perform its duties hereunder. F. This Agreement is a valid and binding Agreement of the Investment Adviser, enforceable against it in accordance with the terms hereof.

REPRESENTATIONS OF THE INVESTMENT ADVISER. The Investment Adviser represents, warrants and agrees that: A. The Investment Adviser has been duly authorized by the Trustees Board of Directors of the Trust Corporation to delegate to the Sub-Adviser the provision of investment services to each Fund as contemplated hereby. B. The Investment Adviser Corporation has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Investment Adviser is currently in compliance and shall at all times continue to be in compliance with the requirements imposed upon the Investment Adviser by applicable law and regulations. D. The Investment Adviser (i) is will be registered as an investment adviser under the Advisers Act prior to the commencement of operation of the Funds and thereafter will continue to be so registered for so long as this Agreement remains in effect, ; (ii) is not prohibited by the 1940 Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement, ; (iii) 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 (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Investment Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. D. The Investment Adviser acknowledges receipt of Part II of the Sub-Adviser’s Form ADV at least 48 hours prior to entering into this Agreement, as required by Rule 204-3 under the Advisers Act. E. The Investment Adviser shall provide (or cause the Trust’s custodian to provide) timely information to the Sub-Adviser regarding such matters as the composition to assets in the portion of each Fund managed by the Sub-Adviser, cash requirements and cash available for investment in such portion of each such Fund, and all other information as may be reasonably necessary for the Sub-Adviser to perform its duties hereunder.

REPRESENTATIONS OF THE INVESTMENT ADVISER. The Investment Adviser represents, represents and warrants to the Trust and agrees the Sub-Adviser that: A. The Investment Adviser has been duly authorized by the Trustees of the Trust to delegate to the Sub-Adviser the provision of investment services to each Fund as contemplated hereby. B. The Investment Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Investment 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 1940 Act, the Advisers Act or other applicable law, regulation or order from performing the services contemplated by this Agreement, (iii) 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 (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Investment Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. D. The Investment Adviser acknowledges receipt of Part II 2 of the Sub-Adviser’s Form ADV at least 48 forty-eight (48) hours prior to entering into this Agreement, as required by Rule 204-3 under the Advisers Act. E. The Investment Adviser shall provide (or cause the Trust’s custodian to provide) timely information to the Sub-Adviser regarding such matters as the composition to assets in the portion of each Fund managed by the Sub-Adviser, cash requirements and cash available for investment in such portion of each such Fund, and all other information as may be reasonably necessary for the Sub-Adviser to perform its duties hereunder.

REPRESENTATIONS OF THE INVESTMENT ADVISER. The Investment Adviser represents, warrants and agrees that: A. The Investment Adviser has been duly authorized by the Trustees of the Trust to delegate to the Sub-Adviser the provision of investment services to each Fund as contemplated hereby. B. The Investment Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Investment 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 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement, (iii) 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 (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Investment Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. D. The Investment Adviser acknowledges receipt of Part II 2 of the Sub-Adviser’s Form ADV at least 48 hours prior to entering into this Agreement, as required by Rule 204-3 under the Advisers Act. E. The Investment Adviser shall provide (or cause the Trust’s custodian to provide) timely information to the Sub-Adviser regarding such matters as the composition to of assets in the portion of each Fund managed by the Sub-Adviser, cash requirements and cash available for investment in such portion of each such Fund, and all other information as may be reasonably necessary for the Sub-Adviser to perform its duties hereunder. F. Each Fund is a series of the Trust that is duly registered as an open-end investment company under the 1940 Act. G. 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 its 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 Trust of this Agreement. H. 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 Trust Instrument, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Trust. I. The Trust has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Investment Adviser and the Sub-Adviser with a copy of such code of ethics. J. This Agreement is a valid and binding Agreement of the Trust, enforceable against it in accordance with the terms hereof.

REPRESENTATIONS OF THE INVESTMENT ADVISER. The Investment Adviser represents, warrants and agrees that: A. The Investment Adviser has been duly authorized by the Trustees of the Trust to delegate to the Sub-Adviser the provision of investment services to each Fund as contemplated hereby. B. The Investment Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Investment 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 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement, (iii) 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 (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Investment Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. D. The Investment Adviser acknowledges receipt of Part II 2 of the Sub-Adviser’s Form ADV at least 48 hours prior to entering into this Agreement, as required by Rule 204-3 under the Advisers Act. E. The Investment Adviser shall provide (or cause the Trust’s custodian to provide) timely information to the Sub-Adviser regarding such matters as the composition to of assets in the portion of each Fund managed by the Sub-Adviser, cash requirements and cash available for investment in such portion of each such Fund, and all other information as may be reasonably necessary for the Sub-Adviser to perform its duties hereunder.

REPRESENTATIONS OF THE INVESTMENT ADVISER. The Investment Adviser represents, represents and warrants to the Trust and agrees the Sub-Adviser that: A. The Investment Adviser has been duly authorized by the Trustees of the Trust to delegate to the Sub-Adviser the provision of investment services to each Fund as contemplated hereby. B. The Investment Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Investment 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 1940 Act, the Advisers Act or other applicable law, regulation or order from performing the services contemplated by this Agreement, (iii) 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 (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Investment Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. D. The Investment Adviser acknowledges receipt of Part II of the Sub-Adviser’s Form ADV at least 48 forty-eight (48) hours prior to entering into this Agreement, as required by Rule 204-3 under the Advisers Act. E. The Investment Adviser shall provide (or cause the Trust’s custodian to provide) timely information to the Sub-Adviser regarding such matters as the composition to assets in the portion of each Fund managed by the Sub-Adviser, cash requirements and cash available for investment in such portion of each such Fund, and all other information as may be reasonably necessary for the Sub-Adviser to perform its duties hereunder.

REPRESENTATIONS OF THE INVESTMENT ADVISER. The Investment Adviser represents, warrants and agrees that: A. The Investment Adviser has been duly authorized by the Board of Trustees of the Trust to delegate to the Sub-Adviser the provision of investment services to each Fund as contemplated hereby. B. The Investment Adviser Trust has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Investment Adviser is currently in material compliance and shall at all times continue to be in material compliance with the requirements imposed upon the Investment Adviser by applicable law and regulations. D. The Investment Adviser (i) is will be registered as an investment adviser under the Advisers Act prior to the commencement of operation of the Funds and thereafter will continue to be so registered for so long as this Agreement remains in effect, ; (ii) is not prohibited by the 1940 Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement, ; (iii) 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 (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Investment Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. D. E. The Investment Adviser acknowledges receipt of Part II of the Sub-Adviser’s 's Form ADV at least 48 hours prior to entering into this Agreement, as required by Rule 204-3 under the Advisers Act. E. F. The Investment Adviser shall provide (or cause the Trust’s 's custodian to provide) timely information to the Sub-Adviser regarding such matters as the composition to of assets in the portion of each Fund managed by the Sub-Adviser, cash requirements and cash available for investment in such portion of each such Fund, and all other information as may be reasonably necessary for the Sub-Adviser to perform its duties hereunder.

REPRESENTATIONS OF THE INVESTMENT ADVISER. The Investment Adviser represents, warrants and agrees that: A. (a) The Investment Adviser has been duly authorized by the Board of Trustees of the Trust to delegate to the Sub-Adviser the provision of investment services to each Fund as contemplated hereby. B. (b) The Investment Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. (c) The Investment Adviser is currently in material compliance and shall at all times continue to materially comply with the requirements imposed upon the Investment Adviser by applicable law and regulations. (d) The Investment 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 1940 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 full power and authority to enter into and perform the services contemplated by this Agreement, ; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Investment Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. D. . The Investment Adviser acknowledges receipt of Part II of the Sub-Adviser’s Form ADV at least 48 hours prior to entering into this Agreement, as required by Rule 204-3 under the Advisers Act. E. The Investment Adviser shall provide (or cause the Trust’s custodian to provide) timely information to will also promptly notify the Sub-Adviser regarding such matters as 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, involving the composition affairs of the Fund(s), provided, however, that routine regulatory examinations shall not be required to assets in the portion be reported by this provision. (e) The execution, delivery and performance of each Fund managed by the Sub-Adviser, cash requirements and cash available for investment in such portion of each such Fundthis Agreement do not, and all other information as may be reasonably necessary for the Sub-will not, conflict with, or result in any violation or default under, any agreement to which Investment Adviser to perform or any of its duties hereunderaffiliates are a party.

REPRESENTATIONS OF THE INVESTMENT ADVISER. The Investment Adviser represents, warrants and agrees that: A. The Investment Adviser has been duly authorized by the Trustees Directors of the Trust Fund to delegate to the Sub-Adviser the provision of investment services to each the Fund as contemplated hereby. B. The Investment Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Investment 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 1940 Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement, (iii) 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 (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Investment Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. D. The C. Investment Adviser acknowledges receipt of Part II of the Sub-Adviser’s 's Form ADV at least 48 hours prior to entering into this Agreement, as required by Rule 204-3 under the Advisers ActADV. E. The D. Investment Adviser shall provide (or cause the Trust’s Fund's custodian to provide) timely information to the Sub-Adviser regarding such matters as the composition to assets in the portion of each Fund managed by the Sub-Adviserassets, cash requirements and cash available for investment in such portion of each such by the Fund, and all other information as may be reasonably necessary for the Sub-Adviser to perform its duties hereunder. E. The Investment Adviser will discharge its duties under this Agreement in accordance with the applicable provisions of the Investment Company Act, the Advisers Act, the rules and regulations thereunder, and any and all other applicable laws. F. The execution, delivery and performance by the Investment Adviser of this Agreement are within the Investment Adviser's powers and have been duly authorized, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Investment Adviser for the execution, delivery and performance by the Investment Adviser of this Agreement. G. The execution, delivery and performance by the Investment Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Investment Adviser's certificate of incorporation or by-laws, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Investment Adviser. H. This Agreement is a valid and binding agreement of the Investment Adviser, enforceable against it in accordance with the terms hereof.

REPRESENTATIONS OF THE INVESTMENT ADVISER. The Investment Adviser represents, warrants and agrees that: A. The Investment Adviser has been duly authorized by the Trustees of the Trust to delegate to the Sub-Adviser the provision of investment services to each Fund as contemplated hereby. B. (a) The Investment Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and and, upon written request from the Trust, will provide the Sub-Adviser Trust with a copy of such code of ethics. C. (b) The Investment Adviser is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Investment Adviser by applicable law and regulations, except to the extent that any failure to be in compliance, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Investment Adviser’s ability to perform its obligations under this Agreement. (c) The Investment 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 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, ; and (iv) has the full power and authority to enter into and perform the services contemplated by this Agreement, and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Investment Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. D. (d) The Investment Adviser acknowledges receipt has provided the Trust with a copy of Part II its Form ADV, which as of the Sub-date of this Agreement is its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments thereto to the Trust at least annually. Such amendments shall reflect all changes in the Investment Adviser’s Form ADV at least 48 hours prior to entering into this Agreementorganizational structure, professional staff or other significant developments affecting the Investment Adviser, as and to the extent required by Rule 204-3 under the Advisers Act. E. (e) The Investment Adviser shall provide maintains, and will maintain during the duration of this Agreement, errors and omissions or professional liability insurance coverage in such amounts, with such deductibles and covering such risks as are customarily carried by investment advisers engaged in similar business as the Adviser in the United States. (f) The execution, delivery and performance of this Agreement do not, and will not, conflict with, or cause the Trust’s custodian result in any violation or default under, any agreement to provide) timely information which Investment Adviser is a party, except to the Sub-Adviser regarding extent that such matters as the composition conflict or violation could not reasonably be expected to assets in the portion of each Fund managed by the Sub-have a material adverse effect on Investment Adviser, cash requirements and cash available for investment in such portion of each such Fund, and all other information as may be reasonably necessary for the Sub-Adviser ’s ability to perform its duties hereunderobligations under this Agreement.

REPRESENTATIONS OF THE INVESTMENT ADVISER. The Investment Adviser represents, represents and warrants to the Trust and agrees the Sub-Adviser that: A. The Investment Adviser has been duly authorized by the Trustees of the Trust to delegate to the Sub-Adviser the provision of investment services to each Fund as contemplated hereby. B. The Investment Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Investment 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 1940 Act, the Advisers Act or other applicable law, regulation or order from performing the services contemplated by this Agreement, (iii) 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 (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Investment Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. D. The Investment Adviser acknowledges receipt of Part II of the Sub-Adviser’s Form ADV at least 48 forty-eight (48) hours prior to entering into this Agreement, as required by Rule 204-3 under the Advisers Act. E. The Investment Adviser shall provide (or cause the Trust’s custodian to provide) timely information to the Sub-Adviser regarding such matters as the composition to assets in the portion of each Fund managed by the Sub-Adviser, cash requirements and cash available for investment in such portion of each such Fund, and all other information as may be reasonably necessary for the Sub-Adviser to perform its duties hereunder. F. This Agreement is a valid and binding Agreement of the Investment Adviser, enforceable against it in accordance with the terms hereof.

REPRESENTATIONS OF THE INVESTMENT ADVISER. The Investment Adviser represents, warrants and agrees that: A. The Investment Adviser has been duly authorized by the Trustees Directors of the Trust Fund to delegate to the Sub-Adviser the provision of investment services to each the Fund as contemplated hereby. B. The Investment Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Investment 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 1940 Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement, (iii) 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 (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Investment Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. D. The C. Investment Adviser acknowledges receipt of Part II of the Sub-Adviser’s Form ADV at least 48 hours prior to entering into this Agreement, as required by Rule 204-3 under the Advisers ActADV. E. The D. Investment Adviser shall provide (or cause the TrustFund’s custodian to provide) timely information to the Sub-Adviser regarding such matters as the composition to assets in the portion of each Fund managed by the Sub-Adviserassets, cash requirements and cash available for investment in such portion of each such by the Fund, and all other information as may be reasonably necessary for the Sub-Adviser to perform its duties hereunder. E. The Investment Adviser will discharge its duties under this Agreement in accordance with the applicable provisions of the Investment Company Act, the Advisers Act, the rules and regulations thereunder, and any and all other applicable laws. F. The execution, delivery and performance by the Investment Adviser of this Agreement are within the Investment Adviser's powers and have been duly authorized, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Investment Adviser for the execution, delivery and performance by the Investment Adviser of this Agreement. G. The execution, delivery and performance by the Investment Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Investment Adviser's certificate of incorporation or by-laws, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Investment Adviser. H. This Agreement is a valid and binding agreement of the Investment Adviser, enforceable against it in accordance with the terms hereof. I. The Investment Adviser represents on behalf of the Fund that the Fund will at all times constitute an “eligible contract participant” under Section 1a(18)(A)(iii) of the Commodity Exchange Act, as amended.

REPRESENTATIONS OF THE INVESTMENT ADVISER. The Investment Adviser represents, warrants and agrees that: A. The Investment Adviser has been duly authorized by the Trustees of the Trust to delegate to the Sub-Adviser the provision of investment services to each Fund as contemplated hereby. B. The Investment Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Investment 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 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement, (iii) 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 (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Investment Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. D. The Investment Adviser acknowledges receipt of Part II 2 of the Sub-Adviser’s Form ADV at least 48 hours prior to entering into this Agreement, as required by Rule 204-3 under the Advisers Act. E. The Investment Adviser shall provide (or cause the Trust’s custodian to provide) timely information to the Sub-Adviser regarding such matters as the composition to of assets in the portion of each Fund managed by the Sub-Adviser, cash requirements and cash available for investment in such portion of each such Fund, and all other information as may be reasonably necessary for the Sub-Adviser to perform its duties hereunder. F. Each Fund is a series of the Trust that is duly registered as an open-end investment company under the 1000 Xxx. G. 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 its 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 Trust of this Agreement. H. 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 Trust Instrument, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Trust. I. The Trust has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Investment Adviser and the Sub-Adviser with a copy of such code of ethics. J. This Agreement is a valid and binding Agreement of the Trust, enforceable against it in accordance with the terms hereof.

REPRESENTATIONS OF THE INVESTMENT ADVISER. The Investment Adviser represents, warrants and agrees that: A. The Investment Adviser has been duly authorized by the Board of Trustees of the Trust to delegate to the Sub-Adviser the provision of investment services to each Fund as contemplated hereby. B. The Investment Adviser Trust has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Investment 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 1940 Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement, ; (iii) 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 (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Investment Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. D. The Investment Adviser acknowledges receipt of Part II 2A of the Sub-Adviser’s Form ADV at least 48 hours prior to entering into this Agreement, as required by Rule 204-3 under the Advisers Act. E. The Investment Adviser shall provide (or cause direct the Trust’s custodian to provide) provide timely information to the Sub-Adviser regarding such matters as the composition to of assets in the portion of each Fund managed by the Sub-Adviser, cash requirements and cash available for investment in such portion of each such Fund, and all other information as may be reasonably necessary for the Sub-Adviser to perform its duties hereunder. F. The Investment Adviser (i) is registered with the Commodity Futures Trading Commission (“CFTC”) as a commodity pool operator (“CPO”) and will continue to be so for so long as required to operate the Funds and perform the services contemplated under this Agreement; (ii) is a member of the NFA and will continue to be so for so long as required to operate the Funds and perform the services contemplated under this Agreement; (iii) is not prohibited by the CEA or other law, regulation or order from performing the services contemplated by this Agreement; (iv) has met and will seek to continue to meet, for so long as required to operate the Funds and perform the services contemplated under this Agreement, 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 (v) has the authority to enter into and perform the services contemplated by this Agreement. The Investment Adviser has complied and will continue to comply with any applicable provisions of the CEA and the rules and regulations thereunder or exemptions thereunder as well as the rules of NFA with respect to each Fund and, to the extent required, the provision of financial statements or other disclosures to investors. G. The Investment Adviser agrees to reasonably cooperate with the Sub-Adviser in connection with the Sub-Adviser’s obligations and requirements, including any exemptions or other relief from such obligations and requirements, under the CEA, CFTC rules and NFA rules as to each Fund, and specifically the Managed Futures Strategy and Global Real Return Funds, including, without limitation, any disclosure, recordkeeping, reporting and filing requirements. H. Each of the Managed Futures Strategy and Global Real Return Funds is a “qualified eligible person” as that term is defined in Section 4.7 of the CEA, and an “accredited investor” as that term is defined in Rule 501(a) under the 1933 Act. I. Each Fund is an “eligible contract participant” as that term is defined in Section 1a of the CEA. J. The Investment Adviser consents to each Fund being treated as an exempt account under Rule 4.7 of the CFTC. K. The Investment Adviser will notify the Sub-Adviser promptly if any of the representations or warranties in this Section 6 becomes untrue or inaccurate in any material respect.

REPRESENTATIONS OF THE INVESTMENT ADVISER. The Investment Adviser represents, represents and warrants to the Trust and agrees the Sub-Adviser that: A. The Investment Adviser has been duly authorized by the Trustees of the Trust to delegate to the Sub-Adviser the provision of investment services to each Fund as contemplated hereby. B. The Investment Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Investment 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 1940 Act, the Advisers Act or other applicable law, regulation or order from performing the services contemplated by this Agreement, (iii) 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 (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Investment Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. D. The Investment Adviser acknowledges receipt of Part II 2 of the Sub-Adviser’s 's Form ADV at least 48 forty-eight (48) hours prior to entering into this Agreement, as required by Rule 204-3 under the Advisers Act. E. The Investment Adviser shall provide (or cause the Trust’s 's custodian to provide) timely information to the Sub-Adviser regarding such matters as the composition to assets in the portion p01tion of each Fund managed by the Sub-Adviser, cash requirements and cash available for investment in such portion of each such Fund, and all other information as may be reasonably necessary for the Sub-Adviser to perform its duties hereunder.

REPRESENTATIONS OF THE INVESTMENT ADVISER. The Investment Adviser represents, represents and warrants to the Trust and agrees the Sub-Adviser that: A. The Investment Adviser has been duly authorized by the Trustees of the Trust to delegate to the Sub-Adviser the provision of investment services to each Fund as contemplated hereby. B. The Investment Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Investment 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 1940 Act, the Advisers Act or other applicable law, regulation or order from performing the services contemplated by this Agreement, (iii) 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 (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Investment Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. D. The Investment Adviser acknowledges receipt of Part II of the Sub-Adviser’s Form ADV at least 48 forty-eight (48) hours prior to entering into this Agreement, as required by Rule 204-3 under the Advisers Act. E. The Investment Adviser shall provide (or cause the Trust’s custodian to provide) timely information to the Sub-Adviser regarding such matters as the composition to assets in the portion of each Fund Account managed by the Sub-Adviser, cash requirements and cash available for investment in such portion of each such FundFund Account, and all other information as may be reasonably necessary for the Sub-Adviser to perform its duties hereunder.

REPRESENTATIONS OF THE INVESTMENT ADVISER. The Investment Adviser represents, warrants and agrees that: A. The Investment Adviser has been duly authorized by the Board of Trustees of the Trust to delegate to the Sub-Adviser the provision of investment services to each Fund as contemplated hereby. B. The Investment Adviser Trust has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Investment 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 1940 Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement, ; (iii) 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 (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Investment Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. D. The Investment Adviser acknowledges receipt of Part II 2A of the Sub-Adviser’s Form ADV at least 48 hours prior to entering into this Agreement, as required by Rule 204-3 under the Advisers Act. E. The Investment Adviser shall provide (or cause direct the Trust’s custodian to provide) provide timely information to the Sub-Adviser regarding such matters as the composition to of assets in the portion of each Fund managed by the Sub-Adviser, cash requirements and cash available for investment in such portion of each such Fund, and all other information as may be reasonably necessary for the Sub-Adviser to perform its duties hereunder. F. The Investment Adviser (i) is either registered with the Commodity Futures Trading Commission ("CFTC") as a commodity pool operator ("CPO") and will continue to be so, or otherwise can appropriately claim exemption or exclusion from such registration, for so long as required to operate the Funds and perform the services contemplated under this Agreement ; (ii) is a member of the NFA to the extent applicable and will continue to be so for so long as required to operate the Funds and perform the services contemplated under this Agreement; (iii) is not prohibited by the CEA or other law, regulation or order from performing the services contemplated by this Agreement; (iv) has met and will seek to continue to meet, for so long as required to operate the Funds and perform the services contemplated under this Agreement, 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 (v) has the authority to enter into and perform the services contemplated by this Agreement. The Investment Adviser has complied and will continue to comply with any applicable provisions of the CEA and the rules and regulations thereunder or exemptions thereunder as well as the rules of NFA with respect to each Fund and, to the extent required, the provision of financial statements or other disclosures to investors. G. The Investment Adviser agrees to reasonably cooperate with the Sub-Adviser in connection with the Sub-Adviser’s obligations and requirements, including any exemptions or other relief from such obligations and requirements, under the CEA, CFTC rules and NFA rules as to each Fund, including, without limitation, any disclosure, recordkeeping, reporting and filing requirements. H. Each Fund is an “eligible contract participant” as that term is defined in Section la of the CEA. I. The Investment Adviser consents to each Fund being treated as an exempt account under Rule 4.7 of the CFTC. J. The Investment Adviser will notify the Sub-Adviser promptly if any of the representations or warranties in this Section 6 becomes untrue or inaccurate in any material respect.

REPRESENTATIONS OF THE INVESTMENT ADVISER. The Investment Adviser represents, warrants and agrees that: A. The Investment Adviser has been duly authorized by the Board of Trustees of the Trust to delegate to the Sub-Adviser the provision of investment services to each Fund as contemplated hereby. B. The Investment Adviser Trust has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Investment Adviser is currently in material compliance and shall at all times continue to be in material compliance with the requirements imposed upon the Investment Adviser by applicable law and regulations. D. The Investment Adviser (i) is will be registered as an investment adviser under the Advisers Act prior to the commencement of operation of the Funds and thereafter will continue to be so registered for so long as this Agreement remains in effect, ; (ii) is not prohibited by the 1940 Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement, ; (iii) 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 (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Investment Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. D. E. The Investment Adviser acknowledges receipt of Part II of the Sub-Adviser’s Form ADV at least 48 hours prior to entering into this Agreement, as required by Rule 204-3 under the Advisers Act. E. F. The Investment Adviser shall provide (or cause the Trust’s custodian to provide) timely information to the Sub-Adviser regarding such matters as the composition to of assets in the portion of each Fund managed by the Sub-Adviser, cash requirements and cash available for investment in such portion of each such Fund, and all other information as may be reasonably necessary for the Sub-Adviser to perform its duties hereunder.

REPRESENTATIONS OF THE INVESTMENT ADVISER. The Investment Adviser represents, warrants and agrees that: A. The Investment Adviser has been duly authorized by the Trustees of the Trust to delegate to the Sub-Adviser the provision of investment services to each Fund as contemplated hereby. B. (a) The Investment Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Sub-Adviser Trust with a copy of such code of ethics. C. (b) The Investment Adviser is currently in material compliance and shall at all times continue to materially comply with the requirements imposed upon the Investment Adviser by applicable law and regulations. (c) The Investment 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 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, ; and (iv) has the full power and authority to enter into and perform the services contemplated by this Agreement, and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Investment Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. D. (d) The Investment Adviser acknowledges receipt has provided the Trust with a copy of Part II its Form ADV, which as of the Sub-date of this Agreement is its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments to the Trust at least annually. Such amendments shall reflect all changes in the Investment Adviser’s Form ADV at least 48 hours prior to entering into this Agreementorganizational structure, professional staff or other significant developments affecting the Investment Adviser, as required by Rule 204-3 under the Advisers Act. E. (e) The Investment Adviser shall provide (or cause the Trust’s custodian to provide) timely information to the Sub-Adviser regarding such matters as the composition to assets in the portion of each Fund managed by the Sub-Adviser, cash requirements and cash available for investment in such portion of each such Fundmaintains, and all other information as may be reasonably necessary for will maintain during the Sub-duration of this Agreement, an appropriate level of errors and omissions or professional liability insurance coverage. (f) The execution, delivery and performance of this Agreement do not, and will not, conflict with, or result in any violation or default under, any agreement to which Investment Adviser to perform or any of its duties hereunderaffiliates are a party.

REPRESENTATIONS OF THE INVESTMENT ADVISER. The Investment Adviser represents, warrants and agrees that: A. The Investment Adviser has been duly authorized by the Board of Trustees of the Trust to delegate to the Sub-Adviser the provision of investment services to each Fund as contemplated hereby. B. The Investment Adviser Trust has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Investment Adviser (i) is will be registered as an investment adviser under the Advisers Act prior to the commencement of operation of the Funds and thereafter will continue to be so registered for so long as this Agreement remains in effect, ; (ii) is not prohibited by the 1940 Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement, ; (iii) 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 (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Investment Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. D. The Investment Adviser acknowledges receipt of Part II of the Sub-Adviser’s Form ADV at least 48 hours prior to entering into this Agreement, as required by Rule 204-3 under the Advisers Act. E. The Investment Adviser shall provide (or cause direct the Trust’s custodian to provide) provide timely information to the Sub-Adviser regarding such matters as the composition to of assets in the portion of each Fund managed by the Sub-Adviser, cash requirements and cash available for investment in such portion of each such Fund, and all other information as may be reasonably necessary for the Sub-Adviser to perform its duties hereunder.

REPRESENTATIONS OF THE INVESTMENT ADVISER. The Investment Adviser represents, warrants and agrees that: A. (a) The Investment Adviser has been duly authorized by the Board of Trustees of the Trust to delegate to the Sub-Adviser the provision of investment services to each Fund as contemplated hereby. B. (b) The Investment Adviser Trust has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and will provide the each Sub-Adviser with a copy of such code of ethics. C. (c) The Investment Adviser (i) is will be registered as an investment adviser under the Advisers Act prior to the commencement of operation of the Funds and thereafter will continue to be so registered for so long as this Agreement remains in effect, ; (ii) is not prohibited by the 1940 Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement, ; (iii) 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 (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Investment Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. D. (d) The Investment Adviser acknowledges receipt of Part II of the each Sub-Adviser’s Form ADV at least 48 hours prior to entering into this Agreement, as required by Rule 204-3 under the Advisers Act. E. (e) The Investment Adviser shall provide (or cause direct the Trust’s custodian to provide) provide timely information to the each Sub-Adviser regarding such matters as the composition to of assets in the portion of each Fund managed by the Sub-Adviser, cash requirements and cash available for investment in such portion of each such Fund, and all other information as may be reasonably necessary for the Sub-Adviser to perform its duties hereunder.

REPRESENTATIONS OF THE INVESTMENT ADVISER. The Investment Adviser represents, warrants and agrees that: A. The Investment Adviser has been duly authorized by the Trustees of the Trust to delegate to the Sub-Adviser the provision of investment services to each Fund as contemplated hereby. B. The Investment Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Investment 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 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement, (iii) 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 (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Investment Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. D. The Investment Adviser acknowledges receipt of Part II of the Sub-Adviser’s Form ADV at least 48 hours prior to entering into this Agreement, as to the extent required by Rule 204-3 under the Advisers Act. E. The Investment Adviser shall provide (or cause the Trust’s custodian to provide) timely information to the Sub-Adviser regarding such matters as the composition to of assets in the portion of each Fund managed by the Sub-Adviser, cash requirements and cash available for investment in such portion of each such Fund, and all other information as may be reasonably necessary for the Sub-Adviser to perform its duties hereunder.

REPRESENTATIONS OF THE INVESTMENT ADVISER. The Investment Adviser represents, warrants and agrees that: A. The Investment Adviser has been duly authorized by the Trustees of the Trust Fund to delegate to the Sub-Adviser the provision of investment services to each the Fund as contemplated hereby. B. The Investment Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Investment 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 1940 Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement, (iii) 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 (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Investment Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. D. The C. Investment Adviser acknowledges receipt of Part II of the Sub-Adviser’s Form ADV at least 48 hours prior to entering into this Agreement, as required by Rule 204-3 under the Advisers ActADV. E. The D. Investment Adviser shall provide (or cause the TrustFund’s custodian to provide) timely information to the Sub-Adviser regarding such matters as the composition to assets in the portion of each Fund managed by the Sub-Adviserassets, cash requirements and cash available for investment in such portion of each such by the Fund, and all other information as may be reasonably necessary for the Sub-Adviser to perform its duties hereunder. E. The Investment Adviser will discharge its duties under this Agreement in accordance with the applicable provisions of the Investment Company Act, the Advisers Act, the rules and regulations thereunder, and any and all other applicable laws. F. The execution, delivery and performance by the Investment Adviser of this Agreement are within the Investment Adviser's powers and have been duly authorized, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Investment Adviser for the execution, delivery and performance by the Investment Adviser of this Agreement. G. The execution, delivery and performance by the Investment Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Investment Adviser's certificate of incorporation or by-laws, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Investment Adviser. H. This Agreement is a valid and binding agreement of the Investment Adviser, enforceable against it in accordance with the terms hereof. I. The Investment Adviser represents on behalf of the Fund that the Fund will at all times constitute an “eligible contract participant” under Section 1a(18)(A)(iii) of the Commodity Exchange Act, as amended.

REPRESENTATIONS OF THE INVESTMENT ADVISER. The Investment Adviser represents, warrants and agrees that: A. The Investment Adviser has been duly authorized by the Trustees of the Trust to select and engage the Sub-Adviser as contemplated herein and to delegate to the Sub-Adviser the provision of investment services to each Fund Portfolio as contemplated hereby. B. The Investment Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Investment 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 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement, (iii) 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 (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Investment Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. D. The Investment Adviser acknowledges receipt of Part II a copy of the Sub-Adviser’s brochure (Form ADV at least 48 hours prior to entering into this AgreementADV, as required by Rule 204-3 under the Advisers Act.Part 2A) and applicable brochure supplements (Form ADV, Part 2B).. E. The Investment Adviser shall provide (or cause the Trust’s custodian Custodian to provide) timely information to the Sub-Adviser regarding such matters as the composition to assets in the portion of each Fund Portfolio managed by the Sub-Adviser, cash requirements and cash available for investment in such portion of each such Fundthe Portfolio, and all other information as may be reasonably necessary for the Sub-Adviser to perform its duties hereunder.

REPRESENTATIONS OF THE INVESTMENT ADVISER. The Investment Adviser represents, represents and warrants to the Trust and agrees the Sub-Adviser that: A. The Investment Adviser has been duly authorized by the Trustees of the Trust to delegate to the Sub-Adviser the provision of investment services to each Fund as contemplated hereby. B. The Investment Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Investment 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 1940 Act, the Advisers Act or other applicable law, regulation or order from performing the services contemplated by this Agreement, (iii) 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 (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Investment Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. D. The Investment Adviser acknowledges receipt of Part II 2 of the Sub-Sub- Adviser’s Form ADV at least 48 forty-eight (48) hours prior to entering into this Agreement, as required by Rule 204-3 under the Advisers Act. E. The Investment Adviser shall provide (or cause the Trust’s custodian to provide) timely information to the Sub-Adviser regarding such matters as the composition to assets in the portion of each Fund managed by the Sub-Adviser, cash requirements and cash available for investment in such portion of each such Fund, and all other information as may be reasonably necessary for the Sub-Adviser to perform its duties hereunder.

REPRESENTATIONS OF THE INVESTMENT ADVISER. The Investment Adviser represents, warrants and agrees that: A. The Investment Adviser has been duly authorized by the Trustees Directors of the Trust Fund to delegate to the Sub-Adviser the provision of investment services to each the Fund as contemplated hereby. B. The Investment Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Investment 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 1940 Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement, (iii) 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 (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Investment Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. D. The C. Investment Adviser acknowledges receipt of Part II of the Sub-Adviser’s Form ADV at least 48 hours prior to entering into this Agreement, as required by Rule 204-3 under the Advisers ActADV. E. The D. Investment Adviser shall provide (or cause the TrustFund’s custodian to provide) timely information to the Sub-Adviser regarding such matters as the composition to assets in the portion of each Fund managed by the Sub-Adviserassets, cash requirements and cash available for investment in such portion of each such by the Fund, and all other information as may be reasonably necessary for the Sub-Adviser to perform its duties hereunder. E. The Investment Adviser will discharge its duties under this Agreement in accordance with the applicable provisions of the Investment Company Act, the Advisers Act, the rules and regulations thereunder, and any and all other applicable laws. F. The execution, delivery and performance by the Investment Adviser of this Agreement are within the Investment Adviser's powers and have been duly authorized, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Investment Adviser for the execution, delivery and performance by the Investment Adviser of this Agreement. G. The execution, delivery and performance by the Investment Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Investment Adviser's certificate of incorporation or by-laws, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Investment Adviser. H. This Agreement is a valid and binding agreement of the Investment Adviser, enforceable against it in accordance with the terms hereof. I. The Investment Adviser represents on behalf of the Fund that the Fund will at all times constitute an "eligible contract participant" under Section 1a(18)(A)(iii) of the Commodity Exchange Act, as amended.

REPRESENTATIONS OF THE INVESTMENT ADVISER. The Investment Adviser represents, warrants and agrees that: A. The Investment Adviser has been duly authorized by the Trustees of the Trust to delegate to the Sub-Adviser the provision of investment services to each the Fund as contemplated hereby. B. The Investment Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Investment 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 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement, (iii) 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 (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Investment Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. D. The Investment Adviser acknowledges receipt of Part II 2 of the Sub-Adviser’s Form ADV at least 48 hours prior to entering into this Agreement, as required by Rule 204-3 under the Advisers Act. E. The Investment Adviser shall provide (or cause the Trust’s custodian to provide) timely information to the Sub-Adviser regarding such matters as the composition to of assets in the portion of each the Fund managed by the Sub-Adviser, cash requirements and cash available for investment in such portion of each such the Fund, and all other information as may be reasonably necessary for the Sub-Adviser to perform its duties hereunder. F. The Investment Adviser agrees that it will provide prompt notice to the Sub-Adviser in the event that: (i) it makes an assignment for the benefit of creditors, files a voluntary petition in bankruptcy, or is otherwise adjudged bankrupt or insolvent by a court of competent jurisdiction; or (ii) a material event occurs that could reasonably be expected to adversely impact the Adviser’s ability to perform this Agreement. The Investment Advisory Agreement permits the Adviser to delegate certain of its duties as investment adviser thereunder to a sub-adviser.

REPRESENTATIONS OF THE INVESTMENT ADVISER. The Investment Adviser represents, warrants and agrees that: A. (a) The Investment Adviser has been duly authorized by the Board of Trustees of the Trust to delegate to the Sub-Adviser the provision of investment services to each Fund as contemplated hereby. B. (b) The Investment Adviser Trust has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. (c) The Investment 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 1940 Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement, ; (iii) 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 (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Investment Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. D. (d) The Investment Adviser acknowledges receipt of Part II of the Sub-Adviser’s Form ADV at least 48 hours prior to entering into this Agreement, as required by Rule 204-3 under the Advisers Act. E. (e) The Investment Adviser shall provide (or cause direct the Trust’s custodian to provide) provide timely information to the Sub-Adviser regarding such matters as the composition to of assets in the portion of each Fund managed by the Sub-Adviser, cash requirements and cash available for investment in such portion of each such Fund, and all other information as may be reasonably necessary for the Sub-Adviser to perform its duties hereunder.

REPRESENTATIONS OF THE INVESTMENT ADVISER. The Investment Adviser represents, warrants and agrees that: A. The Investment Adviser has been duly authorized by the Trustees of the Trust Fund to delegate to the Sub-Adviser the provision of investment services to each the Fund as contemplated hereby. B. The Investment Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Investment 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 1940 Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement, (iii) 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 (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Investment Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. D. The C. Investment Adviser acknowledges receipt of Part II of the Sub-Adviser’s Form ADV at least 48 hours prior to entering into this Agreement, as required by Rule 204-3 under the Advisers ActADV. E. The D. Investment Adviser shall provide (or cause the TrustFund’s custodian to provide) timely information to the Sub-Adviser regarding such matters as the composition to assets in the portion of each Fund managed by the Sub-Adviserassets, cash requirements and cash available for investment in such portion of each such by the Fund, and all other information as may be reasonably necessary for the Sub-Adviser to perform its duties hereunder. E. The Investment Adviser will discharge its duties under this Agreement in accordance with the applicable provisions of the Investment Company Act, the Advisers Act, the rules and regulations thereunder, and any and all other applicable laws. F. The execution, delivery and performance by the Investment Adviser of this Agreement are within the Investment Adviser’s powers and have been duly authorized, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Investment Adviser for the execution, delivery and performance by the Investment Adviser of this Agreement. G. The execution, delivery and performance by the Investment Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Investment Adviser’s certificate of incorporation or by-laws, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Investment Adviser. H. This Agreement is a valid and binding agreement of the Investment Adviser, enforceable against it in accordance with the terms hereof. I. The Investment Adviser represents on behalf of the Fund that the Fund will at all times constitute an “eligible contract participant” under Section 1a(18)(A)(iii) of the Commodity Exchange Act, as amended.

REPRESENTATIONS OF THE INVESTMENT ADVISER. The Investment Adviser represents, warrants and agrees that: A. The Investment Adviser has been duly authorized by the Trustees of the Trust to delegate to the Sub-Adviser the provision of investment services to each Fund as contemplated hereby. B. (a) The Investment Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 17j-l under the 1940 Act and and, upon written request from the Trust, will provide the Sub-Adviser Trust with a copy of such code of ethics. C. (b) The Investment Adviser is currently in compliance and shall at all times continue· to comply with the requirements imposed upon the Investment Adviser by applicable law and regulations, except to the extent that any failure to be in compliance, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Investment Adviser’s ability to perform its obligations under this Agreement. (c) The Investment 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 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-self regulatory agency necessary to be met in order to perform the services contemplated by this Agreement, ; and (iv) has the full power and authority to enter into and perform the services contemplated by this Agreement, and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Investment Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. D. (d) The Investment Adviser acknowledges receipt has provided the Trust with a copy of Part II its Form ADV, which as of the Sub-date of this Agreement is its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments thereto to the Trust at least annually. Such amendments shall reflect all changes in the Investment Adviser’s Form ADV at least 48 hours prior to entering into this Agreementorganizational structure, professional staff or other significant developments affecting the Investment Adviser, as and to the extent required by Rule 204-3 under the Advisers Act. E. (e) The Investment Adviser shall provide maintains, and will maintain during the duration of this Agreement, errors and omissions or professional liability insurance coverage in such amounts, with such deductibles and covering such risks as are customarily carried by investment advisers engaged in similar business as the Adviser in the United States. (f) The execution, delivery and performance of this Agreement do not, and will not, conflict with, or cause the Trust’s custodian result in any violation or default under, any agreement to provide) timely information which Investment Adviser is a party, except to the Sub-Adviser regarding extent that such matters as the composition conflict or violation could not reasonably be expected to assets in the portion of each Fund managed by the Sub-have a material adverse effect on Investment Adviser, cash requirements and cash available for investment in such portion of each such Fund, and all other information as may be reasonably necessary for the Sub-Adviser ’s ability to perform its duties hereunderobligations under this Agreement.

REPRESENTATIONS OF THE INVESTMENT ADVISER. The Investment Adviser represents, represents and warrants to the Trust and agrees the Sub-Adviser that: A. The Investment Adviser has been duly authorized by the Trustees of the Trust to delegate to the Sub-Adviser the provision of investment services to each Fund as contemplated hereby. B. The Investment Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Investment 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 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement, (iii) 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 (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Investment Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. D. The Investment Adviser acknowledges receipt of Part II of the Sub-Adviser’s Form ADV, including the written disclosure statement on Form ADV at least 48 hours Part 2A (“Brochure”) and Part 2B (“Brochure Supplements”), prior to or at the time of entering into this Agreement, as required by Rule 204-3 under the Advisers Act. In an effort to provide the Investment Adviser with timely information regarding the Sub-Adviser, the Sub-Adviser will send its Form ADV, including the Brochure and Brochure Supplements and other communications (collectively the “Materials”), and any amendments thereto, to the Investment Adviser electronically, by e-mail. As such, the Investment Adviser hereby consents to the receipt of the Sub-Adviser’s Materials by e-mail at the address indicated in the Investment Adviser’s information provided to the Sub-Adviser in connection with the execution of this Agreement. The Investment Adviser acknowledges that such consent will be ongoing until such time as revoked by the Investment Adviser in writing to the Sub-Adviser. Please note, if the Investment Adviser does not consent to receipt of the Materials by e-mail, the Investment Adviser will receive paper copies by regular mail or courier. E. The Investment Adviser shall provide (or cause the Trust’s custodian to provide) timely information to the Sub-Adviser regarding such matters as the composition to of assets in the portion of each Fund Account managed by the Sub-Adviser, cash requirements and cash available for investment in such portion of each such Fundthe Fund Account, and all other information as may be reasonably necessary for the Sub-Adviser to perform its duties hereunder. F. The Investment Adviser acknowledges and agrees that (i) for new and existing client accounts the Sub-Adviser currently has a legal obligation to ask its clients for certain information to the extent necessary under applicable law, rule or regulation, including anti-money laundering rules and regulations and (ii) anti-money laundering requirements require that should any of the Investment Adviser’s, Trust’s or Fund’s institutional information change, Investment Adviser shall promptly notify the Sub-Adviser of such change(s) and provide the Sub-Adviser with relevant documentation to the extent necessary, including verifying such change(s). G. The Investment Adviser acknowledges the Sub-Adviser has not made any representation regarding the profitability of the Fund Account or its ability to avoid losses, the Sub-Adviser’s trading activities involve substantial risk of loss and the past performance of the Sub-Adviser, with regard to other accounts, is not indicative of future performance of the Fund Account. H. This Agreement is a valid and binding Agreement of the Investment Adviser, enforceable against it in accordance with the terms hereof.

REPRESENTATIONS OF THE INVESTMENT ADVISER. The Investment Adviser represents, warrants and agrees that: A. The Investment Adviser has been duly authorized by the Trustees of the Trust to delegate to the Sub-Adviser the provision of investment services to each Fund as contemplated hereby. B. The Investment Adviser Trust has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Investment 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 1940 Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement, (iii) 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 (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Investment Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. D. The Investment Adviser acknowledges receipt of Part II of the Sub-Adviser’s Form ADV at least 48 hours prior to entering into this Agreement, as required by Rule 204-3 under the Advisers Act. E. The Investment Adviser shall provide (or cause the Trust’s custodian to provide) timely information to the Sub-Adviser regarding such matters as the composition to assets in the portion of each Fund managed by the Sub-Adviser, cash requirements and cash available for investment in such portion of each such Fund, and all other information as may be reasonably necessary for the Sub-Adviser to perform its duties hereunder.

REPRESENTATIONS OF THE INVESTMENT ADVISER. The Investment Adviser represents, warrants and agrees that: A. The Investment Adviser has been duly authorized by the Trustees of the Trust to delegate to the Sub-Adviser the provision of investment services to each Fund as contemplated hereby. B. The Investment Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Investment 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 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement, (iii) 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 (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Investment Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. D. The Investment Adviser acknowledges receipt of Part II of the Sub-Adviser’s Form ADV at least 48 hours prior to entering into this Agreement, as required by Rule 204-3 under the Advisers Act. E. The Investment Adviser shall provide (or cause the Trust’s custodian to provide) timely information to the Sub-Adviser regarding such matters as the composition to assets in the portion of each Fund managed by the Sub-Adviser, cash requirements and cash available for investment in such portion of each such Fund, and all other information as may be reasonably necessary for the Sub-Adviser to perform its duties hereunder. F. The Investment Adviser is registered with the CFTC in all capacities, if any, in which the Investment Adviser is required under the CEA and the CFTC’s regulations to be so registered and is registered with the NFA if required to be a member thereof.

REPRESENTATIONS OF THE INVESTMENT ADVISER. The Investment Adviser represents, warrants and agrees that: A. The Investment Adviser has been duly authorized by the Board of Trustees of the Trust to delegate to the Sub-Adviser the provision of investment services to each Fund as contemplated hereby. B. The Investment Adviser Trust has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Investment 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 1940 Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement, ; (iii) 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 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 (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Investment Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. D. The Investment Adviser acknowledges receipt of Part II 2A of the Sub-Adviser’s Form ADV at least 48 hours prior to entering into this Agreement, as required by Rule 204-3 under the Advisers Act. E. The Investment Adviser shall provide (or cause direct the Trust’s custodian to provide) provide timely information to the Sub-Adviser regarding such matters as the composition to of assets in the portion of each Fund managed by the Sub-Adviser, cash requirements and cash available for investment in such portion of each such Fund, and all other information as may be reasonably necessary for the Sub-Adviser to perform its duties hereunder. F. The Investment Adviser (i) is registered with the CFTC as a commodity pool operator (“CPO”) and will continue to be so for so long as required to operate the Funds and perform the services contemplated under this Agreement; (ii) is a member of the NFA and will continue to be so for so long as required to operate the Funds and perform the services contemplated under this Agreement; (iii) is not prohibited by the CEA or other law, regulation or order from performing the services contemplated by this Agreement; (iv) has met and will seek to continue to meet, for so long as required to operate the Funds and perform he services contemplated under this Agreement, 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 (v) has the authority to enter into and perform the services contemplated by this Agreement. The Investment Adviser has complied and will continue to comply with any applicable provisions of the CEA and the rules and regulations thereunder or exemptions thereunder as well as the rules of NFA with respect to each Fund and, to the extent required, the provision of financial statements or other disclosures to investors. G. The Investment Adviser agrees to reasonably cooperate with the Sub-Adviser in connection with the Sub-Adviser’s obligations and requirements, including any exemptions or other relief from such obligations and requirements, under the CEA, CFTC rules and NFA rules as to each Fund, and specifically the WisdomTree Managed Futures Strategy Fund and the WisdomTree Enhanced Commodity Strategy Fund, including, without limitation, any disclosure, recordkeeping, reporting and filing requirements. H. The WisdomTree Managed Futures Strategy Fund and the WisdomTree Enhanced Commodity Strategy Fund are each a “qualified eligible person” as that term is defined in Section 4.7 of the CEA, and an “accredited investor” as that term is defined in Rule 501(a) under the 1933 Act. I. Each Fund is an “eligible contract participant” as that term is defined in Section 1a of the CEA. J. The Investment Adviser consents to each Fund being treated as an exempt account under Rule 4.7 of the CFTC. K. The Investment Adviser will notify the Sub-Adviser promptly if any of the representations or warranties in this Section 6 becomes untrue or inaccurate in any material respect.

REPRESENTATIONS OF THE INVESTMENT ADVISER. The Investment Adviser represents, warrants and agrees that: A. The Investment Adviser has been duly authorized by the Trustees of the Trust to delegate to the Sub-Adviser the provision of investment services to each Fund as contemplated hereby. B. The Investment Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Investment 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 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement, (iii) 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 (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Investment Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. D. The Investment Adviser acknowledges receipt of Part II 2 of the Sub-Adviser’s Form ADV at least 48 hours prior to entering into this Agreement, as required by Rule 204-3 under the Advisers Act. E. The Investment Adviser shall provide (or cause the Trust’s custodian to provide) timely information to the Sub-Adviser regarding such matters as the composition to of assets in the portion of each Fund managed sub-advised by the Sub-Adviser, cash requirements and cash available for investment in such portion of each such Fund, and all other information as may be reasonably necessary for the Sub-Adviser to perform its duties hereunder.

REPRESENTATIONS OF THE INVESTMENT ADVISER. The Investment Adviser represents, warrants and agrees that: A. The Investment Adviser has been duly authorized by the Trustees of the Trust Fund to delegate to the Sub-Adviser the provision of investment services to each the Fund as contemplated hereby. B. The Investment Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Investment 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 1940 Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement, (iii) 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 (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Investment Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. D. The C. Investment Adviser acknowledges receipt of Part II of the Sub-Adviser’s Form ADV at least 48 hours prior to entering into this Agreement, as required by Rule 204-3 under the Advisers ActADV. E. The D. Investment Adviser shall provide (or cause the TrustFund’s custodian to provide) timely information to the Sub-Adviser regarding such matters as the composition to assets in the portion of each Fund managed by the Sub-Adviserassets, cash requirements and cash available for investment in such portion of each such by the Fund, and all other information as may be reasonably necessary for the Sub-Adviser to perform its duties hereunder. E. The Investment Adviser will discharge its duties under this Agreement in accordance with the applicable provisions of the Investment Company Act, the Advisers Act, the rules and regulations thereunder, and any and all other applicable laws. F. The execution, delivery and performance by the Investment Adviser of this Agreement are within the Investment Adviser’s powers and have been duly authorized, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Investment Adviser for the execution, delivery and performance by the Investment Adviser of this Agreement. G. The execution, delivery and performance by the Investment Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii)the Investment Adviser’s certificate of incorporation or by-laws, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Investment Adviser. H. This Agreement is a valid and binding agreement of the Investment Adviser, enforceable against it in accordance with the terms hereof. I. The Investment Adviser represents on behalf of the Fund that the Fund will at all times constitute an “eligible contract participant” under Section 1 a( 18)(A)(iii) of the Commodity Exchange Act, as amended.

REPRESENTATIONS OF THE INVESTMENT ADVISER. The Investment Adviser represents, warrants and agrees that: A. The Investment Adviser has been duly authorized by the Board of Trustees of the Trust to delegate to the Sub-Adviser the provision of investment services to each Fund as contemplated hereby. B. The Investment Adviser Trust has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Investment Adviser (i) is will be registered as an investment adviser under the Advisers Act prior to the commencement of operation of the Funds and thereafter will continue to be so registered for so long as this Agreement remains in effect, ; (ii) is not prohibited by the 1940 Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement, ; (iii) 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 (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Investment Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. D. The Investment Adviser acknowledges receipt of Part II of the Sub-Adviser’s 's Form ADV at least 48 hours prior to entering into this Agreement, as required by Rule 204-3 under the Advisers Act. E. The Investment Adviser shall provide (or cause direct the Trust’s 's custodian to provide) provide timely information to the Sub-Adviser regarding such matters as the composition to of assets in the portion of each Fund managed by the Sub-Adviser, cash requirements and cash available for investment in such portion of each such Fund, and all other information as may be reasonably necessary for the Sub-Adviser to perform its duties hereunder.