Common use of The Sub-Adviser’s Representations Clause in Contracts

The Sub-Adviser’s Representations. The Sub-Adviser represents, warrants and agrees that it has all requisite power and authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement. The Sub-Adviser represents, warrants and agrees that it is registered as an adviser under the Advisers Act. The Sub-Adviser will promptly notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, will provide the Adviser and the Trust with a copy of such code of ethics. On at least an annual basis, the Sub-Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying to the Adviser that the Sub-Adviser and its access persons have complied with the Sub-Adviser’s code of ethics with respect to the Portfolio, and (ii) identifying any material violations which have occurred with respect to the Portfolio. Upon reasonable notice from and the reasonable request of the Adviser, the Sub-Adviser shall permit the Adviser, its employees and its agents to examine the reports required to be made by the Sub-Adviser pursuant to Rule 17j-1 and all other records relevant to the Sub-Adviser’s code of ethics. The Sub-Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Sub-Adviser, its employees, officers, and agents. Upon reasonable notice to and reasonable request, the Sub-Adviser shall provide the Adviser with access to the records relating to such policies and procedures as they relate to the Portfolio. The Sub-Adviser will also provide, at the reasonable request of the Adviser, periodic certifications, in a form reasonably acceptable to the Adviser, attesting to such written policies and procedures.

The Sub-Adviser’s Representations. The Sub-Adviser represents, warrants and agrees that it has all requisite power and authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement. The Sub-Adviser represents, warrants and agrees that it is registered as an investment adviser under the Advisers Act. The Sub-Adviser will promptly notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, will provide the Adviser and the Trust with a copy of such code of ethics. On at least an annual basis, the Sub-Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying to the Adviser that the Sub-Adviser and its access persons have complied with the Sub-Adviser’s code of ethics with respect to the Portfolio, and (ii) identifying any material violations of the Sub-Adviser’s code of ethics which have occurred with respect to the Portfolio. Upon reasonable notice from and the reasonable request of the Adviser, the Sub-Adviser shall permit the Adviser, its employees and its agents agent to examine the reports required to be made by the Sub-Adviser pursuant to Rule 17j-1 and all other reasonable access to the Sub-Adviser’s Chief Compliance Officer to discuss any records relevant to the Sub-Adviser’s code of ethics. The In conjunction with this discussion, Sub-Adviser has adopted and implemented written policies and procedureswill make available, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Sub-Adviser, its employees, officers, and agents. Upon upon reasonable notice to and reasonable request, the solely on Sub-Adviser shall provide Adviser’s premises, the Adviser with access to the relevant records relating to such policies and procedures as they relate to the Portfolio. The Sub-Adviser will also provide, at the reasonable request of the Adviser, periodic certifications, in a form reasonably acceptable to the Adviser, attesting to such written policies and procedures.that document:

The Sub-Adviser’s Representations. The Sub-Adviser represents, warrants and agrees that it has all requisite power and authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement. The Sub-Adviser represents, warrants and agrees that it is registered as an investment adviser under the Advisers ActAct and is registered as a commodity trading advisor with the US Commodity Futures Trading Commission (the “CFTC”) and a member of the National Futures Association (the “NFA”), and has duly claimed exemptive status pursuant to CFTC Rule 4.7 under the Commodity Exchange Act (“CEA”) with respect to its services hereunder. The Sub-Adviser will promptly notify further represents, warrants and agrees that it is duly organized and properly registered and operating under the Adviser laws of the occurrence jurisdiction of any event that would disqualify its formation with the power to own its assets and carry on its business as it is now being conducted and as proposed to be conducted under the terms of this Agreement. The information contained in the Form ADV of the Sub-Adviser from serving as an investment adviser of an investment company pursuant provided to Section 9(athe Adviser is true and complete, and also as filed with the US Securities and Exchange Commission (“SEC”), and also the disclosure document(s) of the 1940 Act or otherwise. The Sub-Adviser has adopted a written code describing the Strategy (as defined in Section 2) as provided to the Adviser, are accurate and complete in all material respects and do not omit to state any material fact necessary in order to make the statements made, in light of ethics complying with the requirements circumstances under which they were made, not misleading. As of Rule 17j-1 under the 1940 Act anddate hereof there are (a) no actions, if suits, proceedings, inquiries or investigations of any kind or nature whatsoever (other than routine audits, inspections and industry sweeps), pending or, to the best of its knowledge, threatened or contemplated against the Sub-Adviser or any of its principals or any affiliate of the Sub-Adviser, before any court, at law or in equity, arbitration panel, or before or by any federal, state, municipal, foreign or other governmental or quasi-governmental department, commission, board, bureau, agency, instrumentality, or administrative, regulatory or self-regulatory authority or any exchange or board of trade, and (b) it has not already done soreceived any notice of an investigation or warning letter from the SEC, will provide NFA or the Adviser CFTC regarding non-compliance by it with the Advisers Act, the 1940 Act, the CEA, the regulations under any such law, or the NFA rules, or any other applicable regulatory or self-regulatory authority regarding non-compliance by it with such other applicable law, in each case, where an adverse decision would reasonably be expected to materially and adversely affect the Trust with a copy Sub-Adviser’s ability to perform its obligations under this Agreement. The foregoing representations, warranties and covenants shall be continuing during the term of such code this Agreement and, if, at any time, any event has occurred which would make any of ethics. On at least an annual basisthe foregoing representations, warranties and covenants not true, misleading, incomplete or inaccurate in any material respect, the Sub-Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying to the Adviser that the Sub-Adviser and its access persons have complied with the Sub-Adviser’s code of ethics with respect to the Portfolio, and (ii) identifying any material violations which have occurred with respect to the Portfolio. Upon reasonable notice from and the reasonable request of promptly in writing notify the Adviser, the Sub-Adviser shall permit the Adviser, its employees and its agents to examine the reports required to be made by the Sub-Adviser pursuant to Rule 17j-1 and all other records relevant to the Sub-Adviser’s code of ethics. The Sub-Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Sub-Adviser, its employees, officers, and agents. Upon reasonable notice to and reasonable request, the Sub-Adviser shall provide the Adviser with access to the records relating to such policies and procedures as they relate to the Portfolio. The Sub-Adviser will also provide, at the reasonable request of the Adviser, periodic certifications, in a form reasonably acceptable to the Adviser, attesting to such written policies and procedures.

The Sub-Adviser’s Representations. The Sub-Adviser represents, warrants and agrees that it that: (i) It has all requisite power and authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement. The Sub-Adviser represents, warrants and agrees that it ; (ii) It is registered as an investment adviser under the Advisers Act. The Sub-Adviser Act and will promptly notify continue to be so registered during the Adviser term of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(athis Agreement; (iii) of the 1940 Act or otherwise. The Sub-Adviser It has adopted and implemented a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act (the “Code of Ethics”) and, if it has not already done so, will provide the Adviser and the Trust with a copy of such code Code of ethics. On at least an annual basis, the Sub-Adviser will comply with the reporting requirements of Rule 17j-1, which may include Ethics and any amendments thereto; (iiv) certifying to the Adviser that the Sub-Adviser and its access persons have complied with the Sub-Adviser’s code of ethics with respect to the Portfolio, and (ii) identifying any material violations which have occurred with respect to the Portfolio. Upon reasonable notice from and the reasonable request of the Adviser, the Sub-Adviser shall permit the Adviser, its employees and its agents to examine the reports required to be made by the Sub-Adviser pursuant to Rule 17j-1 and all other records relevant to the Sub-Adviser’s code of ethics. The Sub-Adviser It has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Sub-Adviser, its employees, officers, and agents. Upon reasonable notice agents (“Compliance Procedures”) and, if it has not already done so, will provide the Adviser and the Trust with a copy of the Compliance Procedures and any amendments thereto; (v) It has delivered to the Adviser copies of its Form ADV as most recently filed with the SEC and reasonable request, will provide the Adviser and the Trust with a copy of any future filings of Form ADV or any amendments thereto; (vi) It is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement and will promptly notify the Adviser and the Trust of the occurrence of any event that would disqualify the Sub-Adviser shall provide from serving as an investment adviser to a Fund pursuant to Section 9(a) of the Adviser with access 1940 Act or other applicable law, rule or regulation; (vii) It has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal, state or foreign requirements, or the records relating applicable requirements of any self-regulatory agency, necessary to such policies and procedures as they relate to be met by the Portfolio. The Sub-Adviser in order to perform its services contemplated by this Agreement; and (viii) This Agreement, when executed and delivered, will also provideconstitute a legal, at the reasonable request valid and binding obligation of the Sub-Adviser, periodic certificationsenforceable against the Sub-Adviser in accordance with its terms, in a form reasonably acceptable subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the Adviser, attesting to such written policies rights and proceduresremedies of creditors and secured parties.

The Sub-Adviser’s Representations. The Sub-Adviser represents, warrants and agrees that it has all requisite power and authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement. The Sub-Adviser represents, warrants and agrees that it is registered as an adviser under authorized and regulated by the Advisers ActFinancial Conduct Authority of the United Kingdom (the “UK FCA”) for the purposes of carrying on the business of managing investments. The Sub-Adviser will promptly notify the Adviser of the occurrence of any event further represents, warrants and agrees that would disqualify the Sub-Adviser from serving it is registered as an investment adviser under the Advisers Act and is registered as a commodity trading advisor with the US Commodity Futures Trading Commission (the “CFTC”) and a member of an investment company the National Futures Association (the “NFA”), and has duly claimed exemptive status pursuant to Section 9(aCFTC Rule 4.7 under the Commodity Exchange Act (“CEA”) of the 1940 Act or otherwisewith respect to its services hereunder. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act andfurther represents, if it has not already done so, will provide the Adviser warrants and the Trust with a copy of such code of ethics. On at least an annual basis, the Sub-Adviser will comply with the reporting requirements of Rule 17j-1, which may include agrees that (i) certifying to it is duly organized and properly registered and operating under the Adviser that laws of the Sub-Adviser and jurisdiction of its access persons have complied formation with the Sub-Adviser’s code power to own its assets and carry on its business as it is now being conducted and as proposed to be conducted under the terms of ethics with respect to the Portfolio, this Agreement; and (ii) identifying any material violations which have occurred this Agreement is binding upon it and enforceable in accordance with respect its terms except insofar as enforcement may be limited by bankruptcy, insolvency or other laws relating to the Portfolio. Upon reasonable notice from and the reasonable request or affecting enforcement of the Adviser, the Sub-Adviser shall permit the Adviser, its employees and its agents to examine the reports required to be made by the Sub-Adviser pursuant to Rule 17j-1 and all other records relevant to the Sub-Adviser’s code creditors’ rights or general principles of ethicsequity. The Sub-Adviser confirms that the information contained in the Form ADV of the Sub-Adviser as filed with the US Securities and Exchange Commission (“SEC”) (a copy of which has adopted been provided to the Adviser), is accurate and implemented written policies complete in all material respects and proceduresdoes not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. As of the date hereof there are (a) no actions, suits, proceedings or inquiries of any kind or nature whatsoever, pending or, to the best of its knowledge, threatened against the Sub-Adviser or any of its principals or any Affiliated Company (as required by Rule 206(4)-7 under defined in the Advisers Act, which are reasonably designed to prevent violations UK FCA Rules (as defined below)) of federal securities laws by the Sub-Adviser, its employees, officers, and agents. Upon reasonable notice to and reasonable request, the Sub-Adviser shall provide the Adviser with access to the records relating to such policies and procedures as they relate to the Portfolio. The Sub-Adviser will also providebefore any court, at the reasonable request of the Adviserlaw or in equity, periodic certificationsarbitration panel, in a form reasonably acceptable to the Adviseror before or by any federal, attesting to such written policies and procedures.state, municipal, foreign or