Common use of Representations of the Adviser Clause in Contracts

Representations of the Adviser. The Adviser represents, warrants and agrees that: (a) The Adviser has been duly authorized by the Board to delegate to the Sub-Adviser the provision of investment services to the Fund Account as contemplated hereby. (b) The Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 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 remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory agency or industry self-regulatory organization necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; and (vi) will promptly notify the Sub-Adviser if any representation it has made under this Agreement becomes materially untrue.

Representations of the Adviser. The Adviser represents, warrants and agrees that: (a) The Adviser has been duly authorized by the Board to delegate to the Sub-Adviser the provision of investment services to the Fund Account as contemplated hereby. (b) The Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 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 remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory agency or industry self-regulatory organization necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; and (vi) will promptly notify the Sub-Adviser if any representation it has made under this Agreement becomes materially untrue.

Representations of the Adviser. The Adviser represents, warrants and agrees thatas follows: (a1) The Adviser has been duly authorized by the Board to delegate to the Sub-Adviser the provision of investment services to the Fund Account as contemplated hereby. in this Agreement; and (b2) The Adviser: Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) has met met, and will seek to continue to meet for so long as this Agreement remains in effect, any other all applicable federal or state requirements, or and the applicable requirements of any regulatory agency or industry self-regulatory organization agency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company to the Fund pursuant to Section 9(a) of the 1940 Act or otherwise; and (vi) will promptly notify the Sub-Adviser if any representation it has made under this Agreement becomes materially untrue.

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

Representations of the Adviser. The Adviser represents, warrants and agrees that: (a) The Adviser has been duly authorized by the Board to delegate to the Sub-Adviser the provision of investment services to the Fund Account as contemplated hereby. (b) The Adviser: Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 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 remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory agency or industry self-regulatory organization agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; and (vi) will promptly notify the Sub-Adviser if any representation it has made under this Agreement becomes materially untrue.

Representations of the Adviser. The Adviser represents, warrants and agrees that: as follows: (a1) The the Adviser has been duly authorized by the Board of Directors of a Fund to delegate to the Sub-Adviser the provision of investment services to the Fund Account as contemplated hereby. ; and (b2) The Adviser: the Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 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 remains in effect, any other applicable federal or state requirements, or the other applicable requirements of any regulatory agency or industry self-regulatory organization agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; and (vi) will promptly notify the Sub-Adviser if any representation it has made under this Agreement becomes materially untrue.

Representations of the Adviser. The Adviser represents, warrants warrants, and agrees thatas follows: (a) The Adviser has been duly authorized by the Board to delegate to the Sub-Adviser the provision of investment services to the Fund Account as contemplated hereby. (b) The Adviser: Adviser is currently in compliance and shall at all times continue to be in compliance with the requirements imposed upon the Adviser by applicable law and regulations. (c) The Adviser (i) is will be registered as an investment adviser under the Advisers Act prior to the commencement of operation of the Portfolio and thereafter will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 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 remains is in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory agency or industry self-regulatory organization agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; , and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser manager of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; and (vi) will promptly notify the Sub-Adviser if any representation it has made under this Agreement becomes materially untrue.

Representations of the Adviser. The Adviser represents, warrants and agrees that: (a) A. The Adviser has been duly authorized by the Board Trustees of the Trust to delegate to the Sub-Adviser the provision of investment services to the each Fund Account as contemplated hereby. (b) B. The Adviser: Trust has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 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 remains is in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory agency or industry self-regulatory organization agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; , and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise; and (vi) will promptly notify the . D. The Adviser acknowledges receipt of Sub-Adviser if any representation it has made Adviser’s Form ADV Part 2A at least 48 hours prior to entering into this Agreement, as required by Rule 204-3 under this Agreement becomes materially untruethe Advisers Act.

Representations of the Adviser. The Adviser represents, warrants and agrees thatas follows: (a1) The Adviser has been duly authorized by the Board Trustees to delegate to the Sub-Adviser the provision of investment services to the Fund Account Funds as contemplated hereby. in this Agreement; and (b2) The Adviser: Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) has met met, and will seek to continue to meet for so long as this Agreement remains in effect, any other all applicable federal or state requirements, or the applicable requirements of any regulatory agency or industry self-regulatory organization agency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an any investment company pursuant to Section 9(a) of the 1940 Act or otherwise; and (vi) will promptly notify the Sub-Adviser if any representation it has made under this Agreement becomes materially untrue.

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

Representations of the Adviser. The Adviser represents, warrants and agrees thatas follows: (a1) The 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 the Fund Account Funds as contemplated hereby. ; and (b2) The Adviser: Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 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 remains in effect, any other applicable federal or state requirements, or the other applicable requirements of any regulatory agency or industry self-regulatory organization agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this AgreementAgreement ; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; and (vi) will promptly notify the Sub-Adviser if any representation it has made under this Agreement becomes materially untrue.

Representations of the Adviser. The Adviser represents, warrants and agrees that: (a) The Adviser has been duly authorized by the Board to delegate to the Sub-Adviser the provision of investment services to the Fund Account as contemplated hereby. (b) The Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 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 remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory agency or industry self-regulatory organization necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; . (c) The Adviser has reviewed the registration requirements of the CEA and the National Futures Association (vi“NFA”) will promptly notify relating to commodity trading advisors and is either appropriately registered with the Sub-Adviser if any representation it has made under this Agreement becomes materially untrueCommodity Futures Trading Commission (“CFTC”) and a member of the NFA or exempt or excluded from CFTC registration requirements.

Representations of the Adviser. The Adviser represents, warrants warrants, and agrees thatas follows: (a) The Adviser has been duly authorized by the Board to delegate to the Sub-Adviser the provision of investment services to the each Fund Account as contemplated hereby. (b) The Adviser: Adviser is currently in compliance and shall at all times continue to be in compliance with the requirements imposed upon the Adviser by applicable law and regulations. (c) The Adviser (i) is will be registered as an investment adviser under the Advisers Act prior to the commencement of operation of the Portfolio and thereafter will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 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 remains is in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory agency or industry self-regulatory organization agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; , and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser manager of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; and (vi) will promptly notify the Sub-Adviser if any representation it has made under this Agreement becomes materially untrue.

Representations of the Adviser. The Adviser represents, warrants and agrees that: (a) The Adviser has been duly authorized by the Board to delegate to the Sub-Adviser the provision of investment services to the Fund Account as contemplated hereby. (b) The Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 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 remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory agency or industry self-regulatory organization necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser (x) of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; and , or (viy) will promptly notify the Sub-Adviser if any representation it has made under this Agreement becomes materially untrue.

Representations of the Adviser. The Adviser represents, warrants and agrees that: as follows: (a1) The the Adviser has been duly authorized by the Board to delegate to the Sub-Adviser the provision of investment services to the Fund Account as contemplated hereby. in this Agreement; and (b2) The Adviser: the Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) has met met, and will seek to continue to meet for so long as this Agreement remains in effect, any other all applicable federal or state requirements, or and the applicable requirements of any regulatory agency or industry self-regulatory organization agency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company to the Fund pursuant to Section 9(a) of the 1940 Act or otherwise; and (vi) will promptly notify the Sub-Adviser if any representation it has made under this Agreement becomes materially untrue.

Representations of the Adviser. The Adviser represents, warrants and agrees that: (a) The Adviser has been duly authorized by the Board to delegate to the Sub-Adviser the provision of investment services to the Fund Account as contemplated hereby. (b) The Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 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 remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory agency or industry self-regulatory organization necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; and (vi) will promptly notify the Sub-Adviser if any representation it has made under this Agreement becomes materially untrue. (c) The Adviser has reviewed the registration requirements of the CEA and the National Futures Association (“NFA”) relating to commodity pool operators and has claimed with respect to each Fund an exclusion from the definition of “commodity pool operator” under CFTC Regulation 4.5.

Representations of the Adviser. The Adviser represents, warrants and agrees that: as follows: (a) The the Adviser has been duly authorized by the Board of Directors of a Fund to delegate to the Sub-Adviser the provision of investment services to the Fund Account as contemplated hereby. ; and (b) The Adviser: the Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 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 remains in effect, any other applicable federal or state requirements, or the other applicable requirements of any regulatory agency or industry self-regulatory organization agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; and (vi) will promptly notify the Sub-Adviser if any representation it has made under this Agreement becomes materially untrue.

Representations of the Adviser. The Adviser represents, warrants and agrees thatas follows: (a) The Adviser has been duly authorized by the Board to delegate to the Sub-Adviser the provision of investment services to the each Fund Account as contemplated hereby. (b) The Adviser: Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 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 remains is in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory agency or industry self-regulatory organization agency necessary to be met in order to perform the services contemplated by this Agreement; and (iv) has the authority to enter into and perform the services contemplated by this Agreement; (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser manager of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; and (vi) will promptly notify the Sub-Adviser if any representation it has made under this Agreement becomes materially untrue.

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

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

Representations of the Adviser. The Adviser represents, warrants and agrees that: (a) The Adviser has been duly authorized by the Board to delegate to the Sub-Adviser the provision of investment services to the Fund Account as contemplated hereby. (b) The Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 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 remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory agency or industry self-regulatory organization necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; (v) will promptly notify the Sub-Adviser of any material breach of this Agreement or if any of the representations under this Section 11 becomes materially untrue; and (vi) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; and (vi) will promptly notify the Sub-Adviser if any representation it has made under this Agreement becomes materially untrue.

Representations of the Adviser. The Adviser represents, warrants warrants, and agrees that: (a) A. The Adviser has been duly authorized by the Board to delegate to the Sub-Adviser the provision of investment services with respect to the Fund Account and the investment and reinvestment of the Assets of the Fund as contemplated hereby. (b) B. The Adviser: Adviser has adopted a written code of ethics complying with the requirements of Rule 17j‑1 under the Investment Company Act and will provide Sub-Adviser with a copy of such code of ethics. C. The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; , (ii) is not prohibited by the 1940 Investment Company Act, the Advisers Act Act, or other law, regulation regulation, or order from performing the services contemplated by this Agreement; , (iii) to the best of its knowledge, has met and will seek to continue to meet for so long as this Agreement remains is in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory agency or industry self-regulatory organization 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 Adviser from serving as an investment adviser manager of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise; and (vi) will promptly notify the Sub-Adviser if any representation it has made under this Agreement becomes materially untrue.

Representations of the Adviser. The Adviser represents, warrants warrants, and agrees that: (a) A. The Adviser has been duly authorized by the Board to delegate to the Sub-Adviser the provision of investment services with respect to the Fund Account and the investment and reinvestment of the Assets of the Fund as contemplated hereby. (b) B. The Adviser: Adviser has adopted a written code of ethics complying with the requirements of Rule 17j 1 under the Investment Company Act and will provide Sub-Adviser with a copy of such code of ethics. C. The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; , (ii) is not prohibited by the 1940 Investment Company Act, the Advisers Act Act, or other law, regulation regulation, or order from performing the services contemplated by this Agreement; , (iii) to the best of its knowledge, has met and will seek to continue to meet for so long as this Agreement remains is in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory agency or industry self-regulatory organization 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 Adviser from serving as an investment adviser manager of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise; and (vi) will promptly notify the Sub-Adviser if any representation it has made under this Agreement becomes materially untrue.

Representations of the Adviser. The Adviser represents, warrants and agrees that: (a) The Adviser has been duly authorized by the Board to delegate to the Sub-Adviser the provision of investment services to the Fund Account as contemplated hereby. (b) The Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 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 remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory agency or industry self-regulatory organization necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser of the occurrence of any breach of this Agreement or the occurrence of any event that could reasonably have a materially adverse impact on the Adviser’s ability to perform its obligations under this Agreement or any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; and (vi) will promptly notify the Sub-Adviser if any representation it has made under this Agreement becomes materially untrue.

Representations of the Adviser. The Adviser represents, warrants and agrees that: (a) The Adviser has been duly authorized by the Board to delegate to the Sub-Adviser the provision of investment services to the Fund Account as contemplated hereby. (b) The Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 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 remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory agency or industry self-regulatory organization necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; and (vi) will promptly notify the Sub-Adviser if any representation it has made under this Agreement becomes materially untrue. (c) Subject to the Sub-Adviser’s provision of monthly CFTC Rule 4.5 Reports in accordance with Schedule C, the Adviser shall file with the NFA a notice of eligibility and annual notices of exemption as required under CFTC Rule 4.5(c) to claim and maintain the corresponding commodity pool operator exclusion.

Representations of the Adviser. The Adviser represents, warrants and agrees that: (a) A. The Adviser has been duly authorized by the Board Trustees of the Trust to delegate to the Sub-Sub- Adviser the provision of investment services to the each Fund Account as contemplated hereby. (b) B. The Adviser: Trust has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 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 remains is in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory agency or industry self-regulatory organization agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise; and (vi) will promptly notify the . D. The Adviser acknowledges receipt of Sub-Adviser if any representation it has made Adviser’s Form ADV Part 2A at least 48 hours prior to entering into this Agreement, as required by Rule 204-3 under this Agreement becomes materially untruethe Advisers Act.

Representations of the Adviser. The Adviser represents, warrants and agrees that: (a) The Adviser has been duly authorized by the Board to delegate to the Sub-Adviser the provision of investment services to the Fund Account as contemplated hereby. (b) The Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 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 remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory agency or industry self-regulatory organization necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; . (c) The Adviser represents and warrants that it is excluded from the definition of commodity pool operator pursuant to Commodity Futures Trading Commission (vi“CFTC”) will promptly notify Regulation 4.5 with respect to the Sub-Fund, and that the Adviser if any representation it has made under timely filed a notice of eligibility as required by CFTC Regulation 4.5 with respect to the Fund and will, during the term of this Agreement becomes materially untrueAgreement, maintain and reaffirm such notice of eligibility as required by CFTC Regulation 4.5.

Representations of the Adviser. The Adviser represents, warrants and agrees that: as follows: (a1) The the Adviser has been duly authorized by the Board to delegate to the Sub-Adviser the provision of investment services to the Fund Account Subsidiary as contemplated hereby. in this Agreement; and (b2) The Adviser: the Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the laws of the Cayman Islands, the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) has met met, and will seek to continue to meet for so long as this Agreement remains in effect, any other all applicable U.S. federal or state requirements, or and the applicable requirements of any regulatory agency or industry self-regulatory organization agency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company to the Subsidiary pursuant to Section 9(a) of the 1940 Act or otherwise; and (vi) will promptly notify the Sub-Adviser if any representation it has made under this Agreement becomes materially untrue.

Representations of the Adviser. The Adviser represents, warrants and agrees thatas follows: (a1) The Adviser has been duly authorized by the Board Trustees to delegate to the Sub-Adviser the provision of investment services to the Fund Account Funds as contemplated hereby. in this Agreement; and (b2) The Adviser: Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) has met met, and will seek to continue to meet for so long as this Agreement remains in effect, any other all applicable federal or state requirements, or and the applicable requirements of any regulatory agency or industry self-regulatory organization agency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an any investment company pursuant to Section 9(a) of the 1940 Act or otherwise; and (vi) will promptly notify the Sub-Adviser if any representation it has made under this Agreement becomes materially untrue.

Representations of the Adviser. The Adviser represents, warrants and agrees that: (a) The Adviser has been duly authorized by the Board to delegate to the Sub-Adviser the provision of investment advisory services to the Fund Account as contemplated hereby. (b) The Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 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 remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory agency or industry self-regulatory organization necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; or (v) will promptly notify the Sub-Adviser of any material breach of this Agreement, if any representation under this Agreement becomes materially untrue or the occurrence of any event that the Adviser reasonably determines could have a materially adverse impact on the Adviser’s ability to satisfy its obligations under this Agreement, or would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; and (vi) will promptly notify the Sub-Adviser if any representation it has made under this Agreement becomes materially untrue.

Representations of the Adviser. The Adviser represents, warrants and agrees that: (a) The Adviser has been duly authorized by the Board to delegate to the Sub-Adviser the provision of investment services to the Fund Account as contemplated hereby. (b) The Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 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 remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory agency or industry self-regulatory organization necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser of any material breach of this Agreement, if any representation under this Agreement becomes untrue or the occurrence of any event that would could reasonably have a materially adverse impact on the Sub-Adviser’s ability to provide services under this Agreement or disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; and (vi) will promptly notify the Sub-Adviser if any representation it has made under this Agreement becomes materially untrue.

Representations of the Adviser. The Adviser represents, warrants and agrees that: (a) The Adviser has been duly authorized by the Board to delegate to the Sub-Adviser the provision of investment services to the Fund Account as contemplated hereby. (b) The Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by contract, 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 remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory agency or industry self-regulatory organization necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; and (vi) will promptly notify the Sub-Adviser if any representation it has made under this Agreement becomes materially untrue.

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

Representations of the Adviser. The Adviser represents, warrants and agrees thatas follows: (a1) The Adviser has been duly authorized by the Board of Directors of a Fund to delegate to the Sub-Adviser the provision of investment services to the Fund Account Funds as contemplated hereby. ; and (b2) The Adviser: Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 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 remains in effect, any other applicable federal or state requirements, or the other applicable requirements of any regulatory agency or industry self-regulatory organization agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; and (vi) will promptly notify the Sub-Adviser if any representation it has made under this Agreement becomes materially untrue.

Representations of the Adviser. The Adviser represents, warrants and agrees that: (a) The Adviser has been duly authorized by the Board to delegate to the Sub-Adviser the provision of investment services to the Fund Account as contemplated hereby. (b) The Adviser: Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 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 remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory agency or industry self-regulatory organization agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. (c) The Adviser represents and warrants that the Fund is (i) a Qualified Institutional Buyer authorized to invest in restricted securities under Rule 144A of the Securities Act of 1933; and (viii) will promptly notify a “qualified eligible person” as defined in the Sub-Adviser if any representation it has made rules promulgated under this Agreement becomes materially untruethe United States Commodity Exchange Act (the “CEA”) for purposes of the CEA and the regulations thereunder.

Representations of the Adviser. The Adviser represents, warrants and agrees thatas follows: (a1) The Adviser has been duly authorized by the Board Trustees to delegate to the Sub-Sub- Adviser the provision of investment services to the Fund Account Funds as contemplated hereby. in this Agreement; and (b2) The Adviser: Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) has met met, and will seek to continue to meet for so long as this Agreement remains in effect, any other all applicable federal or state requirements, or the applicable requirements of any regulatory agency or industry self-regulatory organization agency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an any investment company pursuant to Section 9(a) of the 1940 Act or otherwise; and (vi) will promptly notify the Sub-Adviser if any representation it has made under this Agreement becomes materially untrue.

Representations of the Adviser. The Adviser represents, warrants and agrees that: as follows: (a1) The 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 the Fund Account Funds as contemplated hereby. ; and (b2) The Adviser: Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 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 remains in effect, any other applicable federal or state requirements, or the other applicable requirements of any regulatory agency or industry self-regulatory organization agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this AgreementAgreement ; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; and (vi) will promptly notify the Sub-Adviser if any representation it has made under this Agreement becomes materially untrue.

Representations of the Adviser. The Adviser represents, warrants and agrees thatas follows: (a1) The 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 the Fund Account as contemplated hereby. thereby; and (b2) The Adviser: Adviser (i) is registered as an investment adviser under the Advisers Act of 1940 (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 met, and will seek to continue to meet for so long as this Agreement remains in effect, any other all applicable federal or state requirements, or the applicable requirements of any regulatory agency or industry self-self regulatory organization agency, necessary to be met in order to perform the services 'contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; and (vi) will promptly notify the Sub-Adviser if any representation it has made under this Agreement becomes materially untrue.

Representations of the Adviser. The Adviser represents, warrants and agrees that: (a) The Adviser has been duly authorized by the Board to delegate to the Sub-Adviser the provision of investment services to the Fund Account as contemplated hereby. (b) The Adviser: Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by contract, 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 remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory agency or industry self-regulatory organization agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; and (vi) will promptly notify the Sub-Adviser if any representation it has made under this Agreement becomes materially untrue.

Representations of the Adviser. The Adviser represents, warrants and agrees thatas follows: (a) The Adviser has been duly authorized by the Board to delegate to the Sub-Sub- Adviser the provision of investment services to the each Fund Account as contemplated hereby. . (b) The Adviser: Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 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 remains is in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory agency or industry self-regulatory organization agency necessary to be met in order to perform the services contemplated by this Agreement; and (iv) has the authority to enter into and perform the services contemplated by this Agreement; (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser manager of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; and (vi) will promptly notify the Sub-Adviser if any representation it has made under this Agreement becomes materially untrue.

Representations of the Adviser. The Adviser represents, warrants and agrees thatas follows: (a1) The Adviser has been duly authorized by the Board to delegate to the Sub-Adviser the provision of investment services to the Fund Account as contemplated hereby. in this Agreement; and (b2) The Adviser: Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) has met met, and will seek to continue to meet for so long as this Agreement remains in effect, any other all applicable federal or state requirements, or and the applicable requirements of any regulatory agency or industry self-regulatory organization agency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company to the Fund pursuant to Section 9(a) of the 1940 Act or otherwise; and (vi) will promptly notify the Sub-Adviser if any representation it has made under this Agreement becomes materially untrueFund is a “qualified institutional buyer” as defined in Rule 144A of the Securities Act of 1933, as amended.

Representations of the Adviser. The Adviser represents, warrants and agrees thatas follows: (a1) The 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 the Fund Account as contemplated hereby. thereby; and (b2) The Adviser: Adviser (i) is registered as an investment adviser under the Advisers Act of 1940 (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 met, and will seek to continue to meet for so long as this Agreement remains in effect, any other all applicable federal or state requirements, or the applicable requirements of any regulatory agency or industry self-regulatory organization agency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an any investment company pursuant to Section 9(a) of the 1940 Act or otherwise; and (vi) will promptly notify the Sub-Adviser if any representation it has made under this Agreement becomes materially untrue.

Representations of the Adviser. The Adviser represents, warrants and agrees thatas follows: (a1) The Adviser has been duly authorized by the Board to delegate to the Sub-Adviser the provision of investment services to the Fund Account as contemplated hereby. in this Agreement; and (b2) The Adviser: Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) has met met, and will seek to continue to meet for so long as this Agreement remains in effect, any other all applicable federal or state requirements, or and the applicable requirements of any regulatory agency or industry self-regulatory organization agency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company to the Fund pursuant to Section 9(a) of the 1940 Act or otherwise; and (vi) will promptly notify the Sub-Adviser if of any representation it has made under this Agreement becomes materially untruechanges that impact the Sub-Adviser’s activities regarding the Trust, Fund, or Managed Portion, including, by way of example, changes to prospectuses, statements of additional information, policies and procedures.

Representations of the Adviser. The Adviser represents, warrants and agrees thatas follows: (a1) The Adviser has been duly authorized by the Fund Board and the Trust Board to delegate to the Sub-Adviser the provision of investment services to the Fund Account as contemplated hereby. in this Agreement; and (b2) The Adviser: Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) has met met, and will seek to continue to meet for so long as this Agreement remains in effect, any other all applicable federal or state requirements, or the applicable requirements of any regulatory agency or industry self-regulatory organization agency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an any investment company pursuant to Section 9(a) of the 1940 Act or otherwise; and (vi) . The Adviser has or will promptly notify furnish the Sub-Adviser if any representation it has made under with copies of each of the following prior to the commencement of the Sub-Adviser’s services: (1) the Fund’s Memorandum of Association and Articles of Association (together, the “Memorandum of Association”) and (2) resolutions of the Fund Board authorizing the appointment of the Sub-Adviser and approving this Agreement becomes materially untrueagreement. The Adviser shall promptly furnish the Sub-Adviser with copies of all amendments of or supplements to the Memorandum of Association.

Representations of the Adviser. The Adviser represents, warrants and agrees thatas follows: (a1) The Adviser has been duly authorized by the Board Tmstees to delegate to the Sub-Sub­ Adviser the provision of investment services to the Fund Account Funds as contemplated hereby. in this Agreement; and (b2) The Adviser: Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act, the Advisers Act or other law, regulation or order from performing perfonning the services contemplated by this Agreement; (iii) has met met, and will seek to continue to meet for so long as this Agreement remains in effect, any other all applicable federal or state requirements, or the applicable requirements of any regulatory agency or industry self-self­ regulatory organization agency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an any investment company pursuant to Section 9(a) of the 1940 Act or otherwise; and (vi) will promptly notify the Sub-Adviser if any representation it has made under this Agreement becomes materially untrue.

Representations of the Adviser. The Adviser represents, warrants and ------------------------------ agrees thatas follows: (a1) The 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 the Fund Account Funds as contemplated hereby. ; and (b2) The Adviser: Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 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 remains in effect, any other applicable federal or state requirements, or the other applicable requirements of any regulatory agency or industry self-regulatory organization agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this AgreementAgreement ; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; and (vi) will promptly notify the Sub-Adviser if any representation it has made under this Agreement becomes materially untrue.

Representations of the Adviser. The Adviser represents, warrants and agrees that: as follows: (a1) The the Adviser has been duly authorized by the Board to delegate to the Sub-Adviser the provision of investment services to the Fund Account as contemplated hereby. in this Agreement; (b2) The Adviser: the Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) has met met, and will seek to continue to meet for so long as this Agreement remains in effect, any other all applicable federal or state requirements, or and the applicable requirements of any regulatory agency or industry self-regulatory organization agency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company to the Fund pursuant to Section 9(a) of the 1940 Act or otherwise; and (vi3) the Adviser has filed a notice of eligibility, and will promptly notify maintain such eligibility, for exclusion from the Subdefinition of “commodity pool operator” with respect to the Fund under Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 or pursuant to CFTC no-Adviser if any representation it has made under this Agreement becomes materially untrueaction relief.

Representations of the Adviser. The Adviser represents, warrants and agrees that:as (a1) The Adviser has been duly authorized by the Board to delegate to the Sub-Adviser Sub -Adviser the provision of investment services to the Fund Account as contemplated hereby. in this Agreement; and (b2) The Adviser: Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) has met met, and will seek to continue to meet for so long as this Agreement remains in effect, any other all applicable federal or state requirements, or and the applicable requirements of any regulatory agency or industry self-regulatory organization agency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company to the Fund pursuant to Section 9(a) of the 1940 Act or otherwise; and (vi) will promptly notify the Sub-Adviser if any representation it has made under this Agreement becomes materially untrue.

Representations of the Adviser. The Adviser represents, warrants and agrees thatas follows: (a1) The Adviser has been duly authorized by the Board to delegate to the Sub-Adviser the provision of investment services to the Fund Account as contemplated hereby. in this Agreement; and (b2) The Adviser: the Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) has met met, and will seek to continue to meet for so long as this Agreement remains in effect, any other all applicable federal or state requirements, or and the applicable requirements of any regulatory agency or industry self-regulatory organization agency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company to the Fund pursuant to Section 9(a) of the 1940 Act or otherwise; and (vi) will promptly notify the Sub-Adviser if any representation it has made under this Agreement becomes materially untrue.

Representations of the Adviser. The Adviser represents, warrants and agrees thatas follows: (a1) The Adviser has been duly authorized by the Board Trustees of the Trust to delegate to the Sub-Adviser the provision of investment services to the Fund Account as contemplated hereby. ; and (b2) The Adviser: Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 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 remains in effect, any other applicable federal or state requirements, or the other applicable requirements of any regulatory agency or industry self-regulatory organization agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this AgreementAgreement ; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; and (vi) will promptly notify the Sub-Adviser if any representation it has made under this Agreement becomes materially untrue.

Representations of the Adviser. The Adviser represents, warrants and agrees that: (a) The Adviser has been duly authorized by the Board to delegate to the Sub-Adviser the provision of investment services to the Fund Account as contemplated hereby. (b) The Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 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 remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory agency or industry self-regulatory organization necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; and (vi) will promptly notify the Sub-Adviser if any representation it has made under this Agreement becomes materially untrue. (c) The Adviser represents and warrants that it is excluded from the definition of commodity pool operator pursuant to Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to the Fund, and that the Adviser has timely filed a notice of eligibility as required by CFTC Regulation 4.5 with respect to the Fund and will, during the term of this Agreement, maintain and reaffirm such notice of eligibility as required by CFTC Regulation 4.5.

Representations of the Adviser. The Adviser represents, warrants and agrees that: (a) The Adviser has been duly authorized by the Board to delegate to the Sub-Adviser the provision of investment services to the Fund Account as contemplated hereby. (b) The Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 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 remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory agency or industry self-regulatory organization necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; and (vi) will promptly notify the Sub-Adviser if any representation it has made under this Agreement becomes materially untrue.

Representations of the Adviser. The Adviser represents, warrants and agrees that: (a) The Adviser has been duly authorized by the Board to delegate to the Sub-Adviser the provision of investment services to the Fund Account as contemplated hereby. (b) The Adviser: Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 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 remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory agency or industry self-regulatory organization agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; . (c) The Adviser and (vi) will promptly notify the SubTrust have duly entered into a Management Agreement pursuant to which the Trust authorized the Adviser to delegate certain of its duties under the Management Agreement to other investment advisers, including without limitation, the appointment of a sub-Adviser if any representation it has made under adviser with respect to assets of each of the Trust’s series, including without limitation the Adviser’s entering into and performing this Agreement becomes materially untrueAgreement.

Representations of the Adviser. The Adviser represents, warrants and agrees that: (a) The 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 the Fund Account as contemplated hereby. (b) The Adviser: Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement Contract 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 AgreementContract; (iii) has met and will seek to continue to meet for so long as this Agreement Contract remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory agency or industry self-regulatory organization agency necessary to be met in order to perform the services contemplated by this AgreementContract; (iv) has the authority to enter into and perform the services contemplated by this AgreementContract; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; and (vi) will promptly notify the Sub-Adviser if any representation it has made under this Agreement becomes materially untrue.

Representations of the Adviser. The Adviser represents, warrants and agrees thatas follows: (a1) The Adviser has been duly authorized by the Board Tmstees of the Trust to delegate to the Sub-Adviser the provision of investment services to the Fund Account as contemplated hereby. ; and (b2) The Adviser: Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act, the Advisers Act 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 remains in effect, any other applicable federal or state requirements, or the other applicable requirements of any regulatory agency or industry self-regulatory organization agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this AgreementAgreement ; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the ofthe 1940 Act or otherwise; and (vi) will promptly notify the Sub-Adviser if any representation it has made under this Agreement becomes materially untrue.