Common use of Representations and Warranties of the Sub-Adviser Clause in Contracts

Representations and Warranties of the Sub-Adviser. The Sub-Adviser represents, warrants and agrees as follows: A. The Sub-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 or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement, (iv) has the full power and authority to enter into and perform the services contemplated by this Agreement, and (v) will promptly notify the Investment 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. B. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Trust with a copy of such code of ethics. Within forty­ five (45) days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the Sub-Adviser shall certify to the Investment Adviser and the Trust that the Sub-Adviser has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of the Sub-Adviser's code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Investment Adviser or the Trust, the Sub­ Adviser shall provide reasonable periodic certifications regarding compliance with its Code, and annually will provide copies of internal or external assessments that include descriptions of testing of, and Sub-adviser's compliance with its, Code of Ethics, including the Sub-Adviser's Chief Compliance Officer's ("CCO") annual report required under the Advisers Act. C. Upon written request, the Sub-Adviser shall provide a certification to the Fund to the effect that the Sub-Adviser has adopted and implemented policies and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons of the Advisers Act. D. The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. E. The Sub-Adviser acknowledges that the Investment Adviser and the Trust intend to rely on Rule 17a-10, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the 1940 Act, and the Sub-Adviser agrees not to consult with (i) other sub-advisers to a Fund, if any, (ii) other sub­ advisers to any other fund of the Trust, or (iii) other sub-advisers to an investment company under common control with any Fund, concerning transactions for a Fund in securities or other assets. F. This Agreement is a valid and binding Agreement of the Sub-Adviser, enforceable against it in accordance with the terms hereof. G. The Sub-Adviser is registered with the CFTC in all capacities, if any, in which the Sub-Adviser is required under the CEA and the CFTC's regulations to be so registered and is registered with the NFA if required to be a member thereof.

Representations and Warranties of the Sub-Adviser. The Sub-Adviser represents, hereby represents and warrants to the Fund and agrees as followsMassMutual that: A. The Sub-Adviser (ia) It is registered as an “investment adviser advisor” under the Investment Advisers Act of 1940 (“Advisers Act”). (b) It will maintain the records and will continue information required by Rule 31a-1 under the 1940 Act respecting its activities with respect to be so registered for so long as the Series, and such other records with respect thereto relating to the services the Subadviser provides under this Agreement remains as may be required in effectfuture by applicable SEC rules, (ii) is not prohibited and shall retain such information for such times and in such manner as required by applicable rules, including Rule 31a-2 under 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 or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement, (iv) has the full power and authority to enter into and perform the services contemplated by this Agreement, and (v) will promptly notify the Investment 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. B. The Sub-Adviser (c) It has adopted a written code of ethics complying with the requirements of Rule 17j-1 17j-l under the 1940 Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Trust Advisor with a copy of such the code of ethicsethics and evidence of its adoption. Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the Fund (the “Code of Ethics”). Within forty­ five (45) 10 days of the end of the last each calendar quarter of each year that while this Agreement is in effect, and as otherwise requested, a duly authorized compliance officer of the Sub-Adviser Subadviser shall certify to the Investment Adviser Fund and to the Trust Advisor that the Sub-Adviser Subadviser has complied with the requirements of Rule 17j-1 and Rule 204A-1 17j-l during the previous year calendar quarter and that there has been no material violation of the Sub-Adviser's its code of ethics orethics, or the Code of Ethics, or if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon The Subadviser shall permit the written request Fund and Advisor to examine the reports required to be made by the Subadviser under Rule 17j-l(c)(1) and this subparagraph. (d) It will use all necessary efforts to manage the Series so that the Fund will qualify as a regulated investment company under Subchapter M of the Investment Internal Revenue Code. (e) It will furnish the Advisor a copy of its Form ADV as filed with the Securities and Exchange Commission. (f) The Sub-Adviser has obtained all required governmental and regulatory licenses, registrations and approvals required by law as may be necessary to perform its obligations under this Sub-Advisory Agreement and to act as contemplated by the Trust Documents and the Disclosure Documents, including without limitation registration as an investment adviser under the Advisers Act, as applicable, and will maintain, obtain and/or renew any required licenses, registrations, approvals and memberships during the term of this Sub-Advisory Agreement. (g) Except as described in Section 6(c), there is no pending, or to the best of its knowledge, threatened or contemplated action, suit or proceeding before or by any court, governmental, administrative or self-regulatory body or arbitration panel to which the Sub-Adviser or any of its principals or affiliates is a party, or to which any of the Trust, assets of the Sub­ Adviser shall provide reasonable periodic certifications regarding compliance with its Code, and annually will provide copies of internal or external assessments that include descriptions of testing of, and Sub-adviser's compliance with itsAdviser is subject, Code of Ethics, including which reasonably might be expected to (i) result in any material adverse change in the Sub-Adviser's Chief Compliance Officer's ’s condition ("CCO"financial or otherwise), business or prospects, (ii) annual report required under the Advisers Act. C. Upon written request, affect adversely in any material respect any of the Sub-Adviser shall provide a certification Adviser’s assets or (iii) materially impair the Sub-Adviser’s ability to the Fund to the effect that discharge its obligations under this Sub-Advisory Agreement; and the Sub-Adviser has adopted not received any notice of an investigation by the Securities and implemented policies and procedures reasonably designed to prevent violation by Exchange Commission or any state regarding U.S. federal or state securities laws, regulations or rules. (h) All references in the Disclosure Documents concerning the Sub-Adviser and its supervised persons affiliates and the controlling persons, affiliates, stockholders, directors, officers and employees of any of the Advisers Actforegoing are accurate in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make such information not misleading. D. The (i) Subject to adequate assurances of confidentiality, the Sub-Adviser agrees has supplied or will supply to, or has made or will make available for review by, MassMutual (and if requested by MassMutual to maintain an appropriate level of errors its designated auditor) all documents, statements and omissions or professional liability insurance coverage. E. The Sub-Adviser acknowledges that workpapers reasonably requested by it relating to the Investment Adviser and the Trust intend to rely on Rule 17a-10, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the 1940 Act, Fund and the Sub-Adviser agrees not to consult with (i) other sub-advisers to a Fund, if any, (ii) other sub­ advisers to Adviser’s performance results. Notwithstanding the foregoing or any other fund provision herein, no provision of this Sub-Advisory Agreement shall require Sub-Adviser to breach the Trust, terms of any agreement or (iii) agreements with its other sub-advisers to an investment company under common control with any Fund, concerning transactions for a Fund in securities or other assets. F. This Agreement is a valid and binding Agreement of the clients regarding confidentiality. Upon Sub-Adviser’s provision to MassMutual of reasonable evidence that provision of the information identified under this Section would breach such confidentiality provisions, enforceable against it in accordance with the terms hereof. G. The MassMutual shall not require Sub-Adviser is registered with to produce such information. The foregoing representations and warranties shall be continuing during the CFTC in all capacities, if any, in which the term of this Sub-Adviser is required under the CEA and the CFTC's regulations to be so registered and is registered with the NFA if required to be a member thereofAdvisory Agreement.

Representations and Warranties of the Sub-Adviser. The Sub-Adviser represents, represents and warrants and agrees as followsthat the Sub-Adviser: A. The a. is registered with the U.S. Securities and Exchange Commission under the Advisers Act. Sub-Adviser (i) is shall remain so registered throughout the term of this Agreement and shall notify Adviser immediately if Sub-Adviser ceases to be so registered as an investment adviser adviser. b. is duly organized and validly existing under the Advisers Act laws of the State of Delaware with the power to own and will continue possess its assets and carry on its business as it is now being conducted. c. has the authority to be so registered for so long as enter into and perform the services contemplated by this Agreement remains in effect, (ii) Agreement. d. is not prohibited by the 1940 Act, Act or the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement. e. has met, (iii) has met and will continue to seek to continue to meet for so long as the duration of this Agreement remains in effectAgreement, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency agency, necessary to be met in order to perform the services contemplated by in this Agreement, (iv) has the full power and authority to enter into and perform the services contemplated by this Agreement, and (v) . f. will promptly notify the Investment Adviser of the occurrence of any event that would disqualify the Sub-Adviser it from serving as an investment adviser of advisor to an investment company pursuant to Section 9(a) of the 1940 Act or otherwiseAct. B. The Sub-Adviser g. has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Trust with a copy of such code that code, together with evidence of ethicsits adoption. Within forty­ five (45) days of Promptly following the end of the last each calendar quarter of each year that during which this Agreement is remains in effect, and as otherwise requested, the Sub-Adviser shall certify to the Investment Adviser and or the Trust that the Sub-Adviser either (i) it and with respect to its Access Persons (as defined in subsection (e) of Rule 17j-1 under the 1▇▇▇ ▇▇▇) has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year quarter and that there has have been no material violation violations of Sub-Adviser’s code of ethics with respect to the Funds, or (ii) identify any material violations which have occurred with respect to the Funds. Upon reasonable written request of Adviser or the Trust, Sub-Adviser shall permit representatives of Adviser or the Trust to examine the reports (or summaries of the reports) required to be made to Sub-Adviser by Rule 17j-1(c)(1) and other records evidencing enforcement of the code of ethics. h. Will promptly notify the Adviser of any changes of control of the Sub-Adviser's code of ethics or, if such a material violation has occurredprovided that, that appropriate action was taken in response to such violation. Upon the written request of the Investment Adviser or the Trust, the Sub­ Adviser shall provide reasonable periodic certifications regarding compliance with its Code, and annually will provide copies of internal or external assessments that include descriptions of testing of, and Sub-adviser's compliance with its, Code of Ethics, including the Sub-Adviser's Chief Compliance Officer's ("CCO") annual report extent required under by the Advisers Act. C. Upon written requestAct and interpretations thereunder, the Sub-Adviser shall provide a certification to will notify the Fund to Adviser promptly in the effect that event of any change in the membership of the Sub-Adviser has adopted Adviser’s partnership, and implemented policies and procedures reasonably designed to prevent violation by any changes in the composition of the Sub-Adviser and its supervised persons of the Advisers ActAdviser’s Investment Committee. D. The Sub-Adviser agrees i. will seek to maintain an appropriate level of errors and omissions or professional liability insurance coveragecoverage equal to not less than $5,000,000, provided that such insurance can obtained at a commercially reasonable rate. E. The Sub-Adviser acknowledges that the Investment Adviser and the Trust intend to rely on Rule 17a-10, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the 1940 Act, and the Sub-Adviser agrees not to consult with (i) other sub-advisers to a Fund, if any, (ii) other sub­ advisers to any other fund of the Trust, or (iii) other sub-advisers to an investment company under common control with any Fund, concerning transactions for a Fund in securities or other assets. F. This Agreement is a valid and binding Agreement of the Sub-Adviser, enforceable against it in accordance with the terms hereof. G. The Sub-Adviser is registered with the CFTC in all capacities, if any, in which the Sub-Adviser is required under the CEA and the CFTC's regulations to be so registered and is registered with the NFA if required to be a member thereof.

Representations and Warranties of the Sub-Adviser. The Sub-Adviser represents, represents and warrants and agrees as followsthat the Sub-Adviser: A. The a. is registered with the U.S. Securities and Exchange Commission under the Advisers Act. Sub-Adviser (i) is shall remain so registered throughout the term of this Agreement and shall notify Adviser immediately if Sub-Adviser ceases to be so registered as an investment adviser adviser. b. is duly organized and validly existing under the Advisers Act laws of the State of Delaware with the power to own and will continue possess its assets and carry on its business as it is now being conducted. c. has the authority to be so registered for so long as enter into and perform the services contemplated by this Agreement remains in effect, (ii) Agreement. d. is not prohibited by the 1940 Act, Act or the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement. e. has met, (iii) has met and will continue to seek to continue to meet for so long as the duration of this Agreement remains in effectAgreement, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency agency, necessary to be met in order to perform the services contemplated by in 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 Investment Adviser of the occurrence of any event that would disqualify the Sub-Adviser . it from serving as an investment adviser of advisor to an investment company pursuant to Section 9(a) of the ofthe 1940 Act or otherwiseAct. B. The Sub-Adviser g. has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Trust with a copy of such code that code, together with evidence of ethicsits adoption. Within forty­ five (45) 20 days of the end of the last each calendar quarter of each year that during which this Agreement is remains in effect, and as otherwise requested, the president or a vice president of Sub-Adviser shall certify to the Investment Adviser and or the Trust that the Sub-Sub Adviser has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year quarter and that there has have been no material violation violations of the Sub-Adviser's code of ethics or, if such a material violation has occurred, that appropriate action was has been taken in response to such violation. Upon the written request of the Investment Adviser or the Trust, the Sub­ Sub-Adviser shall provide reasonable periodic certifications regarding compliance with its Code, and annually will provide copies permit representatives of internal Adviser or external assessments that include descriptions the Trust to examine the repmis (or summaries of testing of, and the reports) required to be made to Sub-adviser's compliance with its, Code Adviser by Rule 17j-1(c)(1) and other records evidencing enforcement of Ethics, including the code of ethics. h. will notify the Adviser of any changes of control of the Sub-Adviser's Chief Compliance Officer's ("CCO", including any change of its general partners, controlling persons, or 25% shareholders, as applicable, and any changes in the key personnel who are either the portfolio manager(s) annual report required under of the Advisers Act. C. Upon written requestFund or senior management of the Sub-Adviser, in each case prior to such change if the Sub-Adviser shall provide a certification to the Fund to the effect that the Sub-Adviser has adopted and implemented policies and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons is aware of the Advisers Act. D. such change, but, in any event, not later than promptly after such change. The Sub-Adviser agrees to bear all reasonable expenses of the Trust and the Adviser, if any, arising out of such change. 1. will maintain an appropriate level of errors and omissions or professional liability insurance msurance coverage. E. The Sub-Adviser acknowledges that the Investment Adviser and the Trust intend to rely on Rule 17a-10, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the 1940 Act, and the Sub-Adviser agrees not to consult with (i) other sub-advisers to a Fund, if any, (ii) other sub­ advisers to any other fund of the Trust, or (iii) other sub-advisers to an investment company under common control with any Fund, concerning transactions for a Fund in securities or other assets. F. This Agreement is a valid and binding Agreement of the Sub-Adviser, enforceable against it in accordance with the terms hereof. G. The Sub-Adviser is registered with the CFTC in all capacities, if any, in which the Sub-Adviser is required under the CEA and the CFTC's regulations to be so registered and is registered with the NFA if required to be a member thereof.

Representations and Warranties of the Sub-Adviser. The Sub-Adviser represents, represents and warrants and agrees as followsthat the Sub-Adviser: A. The a. is registered with the U.S. Securities and Exchange Commission under the Advisers Act. Sub-Adviser (i) is shall remain so registered throughout the term of this Agreement and shall notify Adviser immediately if Sub-Adviser ceases to be so registered as an investment adviser adviser. b. is duly organized and validly existing under the Advisers Act laws of the State of Washington with the power to own and will continue possess its assets and carry on its business as it is now being conducted. c. has the authority to be so registered for so long as enter into and perform the services contemplated by this Agreement remains in effect, (ii) Agreement. d. is not prohibited by the 1940 Act, Act or the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement. e. has met, (iii) has met and will continue to seek to continue to meet for so long as the duration of this Agreement remains in effectAgreement, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency agency, necessary to be met in order to perform the services contemplated by in this Agreement, (iv) has the full power and authority to enter into and perform the services contemplated by this Agreement, and (v) . f. will promptly notify the Investment Adviser of the occurrence of any event that would disqualify the Sub-Adviser it from serving as an investment adviser of advisor to an investment company pursuant to Section 9(a) of the 1940 Act or otherwise1▇▇▇ ▇▇▇. B. The Sub-Adviser g. has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Trust with a copy of such code that code, together with evidence of ethicsits adoption. Within forty­ five (45) 20 days of the end of the last each calendar quarter of each year that during which this Agreement is remains in effect, and as otherwise requested, the Sub-Adviser Adviser’s compliance officer shall certify to the Investment Adviser and or the Trust that the Sub-Adviser has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year quarter and that there has have been no material violation violations of the Sub-Adviser's ’s code of ethics or, if such a material violation has occurred, that appropriate action was has been taken in response to such violation. Upon the written request of the Investment Adviser or the Trust, the Sub­ Sub-Adviser shall provide reasonable periodic certifications regarding compliance with its Code, and annually will provide copies permit representatives of internal Adviser or external assessments that include descriptions the Trust to examine the reports (or summaries of testing of, and the reports) required to be made by Sub-adviser's compliance with its, Code Adviser by Rule 17j-1(c)(2)(ii) and other records evidencing enforcement of Ethics, including the Sub-Adviser's Chief Compliance Officer's ("CCO") annual report required under the Advisers Actcode of ethics. C. Upon written request, h. will notify the Adviser of any changes in the portfolio manager(s) of the Fund prior to such change if the Sub-Adviser shall provide a certification to the Fund to the effect that the Sub-Adviser has adopted is aware of such change and implemented policies is not prevented by applicable law and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons of the Advisers Actrelated regulations from disclosing such change, but, in any event, not later than promptly after such change. D. The Sub-Adviser agrees to i. will maintain an appropriate level of errors and omissions or professional liability insurance coveragecoverage equal to not less than $5,000,000. E. The Sub-Adviser acknowledges that the Investment Adviser and the Trust intend to rely on Rule 17a-10, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the 1940 Act, and the Sub-Adviser agrees not to consult with (i) other sub-advisers to a Fund, if any, (ii) other sub­ advisers to any other fund of the Trust, or (iii) other sub-advisers to an investment company under common control with any Fund, concerning transactions for a Fund in securities or other assets. F. This Agreement is a valid and binding Agreement of the Sub-Adviser, enforceable against it in accordance with the terms hereof. G. The Sub-Adviser is registered with the CFTC in all capacities, if any, in which the Sub-Adviser is required under the CEA and the CFTC's regulations to be so registered and is registered with the NFA if required to be a member thereof.

Representations and Warranties of the Sub-Adviser. The Sub-Adviser represents, represents and warrants and agrees as followsthat the Sub-Adviser: A. The a. is registered with the U.S. Securities and Exchange Commission under the Advisers Act. Sub-Adviser (i) is shall remain so registered throughout the term of this Agreement and shall notify Adviser immediately if Sub-Adviser ceases to be so registered as an investment adviser adviser. b. is duly organized and validly existing under the Advisers Act laws of the State of Illinois with the power to own and will continue possess its assets and carry on its business as it is now being conducted. c. has the authority to be so registered for so long as enter into and perform the services contemplated by this Agreement remains in effect, (ii) Agreement. d. is not prohibited by the 1940 Act, Act or the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement. e. has met, (iii) has met and will continue to seek to continue to meet for so long as the duration of this Agreement remains in effectAgreement, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency agency, necessary to be met in order to perform the services contemplated by in this Agreement, (iv) has the full power and authority to enter into and perform the services contemplated by this Agreement, and (v) . f. will promptly notify the Investment Adviser of the occurrence of any event that would disqualify the Sub-Adviser it from serving as an investment adviser of advisor to an investment company pursuant to Section 9(a) of the 1940 Act or otherwiseAct. B. The Sub-Adviser g. has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Trust with a copy of such code that code, together with evidence of ethicsits adoption. Within forty­ five (45) 20 days of the end of the last each calendar quarter of each year that during which this Agreement is remains in effect, and as otherwise requested, the president or a vice president of Sub-Adviser shall certify to the Investment Adviser and or the Trust that the Sub-Adviser has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year quarter and that there has have been no material violation violations of the Sub-Adviser's ’s code of ethics or, if such a material violation has occurred, that appropriate action was has been taken in response to such violation. Upon the written request of the Investment Adviser or the Trust, the Sub­ Sub-Adviser shall provide reasonable periodic certifications regarding compliance with its Code, and annually will provide copies permit representatives of internal Adviser or external assessments that include descriptions the Trust to examine the reports (or summaries of testing of, and the reports) required to be made to Sub-adviser's compliance with its, Code Adviser by Rule 17j-1(c)(1) and other records evidencing enforcement of Ethics, including the code of ethics. h. will notify the Adviser of any changes of control of the Sub-Adviser's Chief Compliance Officer's ("CCO", including any change of its general partners, controlling persons, or 25% shareholders, as applicable, and any changes in the key personnel who are either the portfolio manager(s) annual report required under of the Advisers Act. C. Upon written requestFund or senior management of the Sub-Adviser, in each case prior to such change if the Sub-Adviser shall provide a certification to the Fund to the effect that the Sub-Adviser has adopted and implemented policies and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons is aware of the Advisers Act. D. such change, but, in any event, not later than promptly after such change. The Sub-Adviser agrees to bear all reasonable expenses of the Trust and the Adviser, if any, arising out of such change to the extent related to seeking Trust board and shareholder approval each as may be required by law or regulation as well as reflecting that change in Trust disclosure documents.. i. will maintain an appropriate level of errors and omissions or professional liability insurance coveragecoverage equal to not less than $5,000,000. E. The Sub-Adviser acknowledges that the Investment Adviser and the Trust intend to rely on Rule 17a-10, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the 1940 Act, and the Sub-Adviser agrees not to consult with (i) other sub-advisers to a Fund, if any, (ii) other sub­ advisers to any other fund of the Trust, or (iii) other sub-advisers to an investment company under common control with any Fund, concerning transactions for a Fund in securities or other assets. F. This Agreement is a valid and binding Agreement of the Sub-Adviser, enforceable against it in accordance with the terms hereof. G. The Sub-Adviser is registered with the CFTC in all capacities, if any, in which the Sub-Adviser is required under the CEA and the CFTC's regulations to be so registered and is registered with the NFA if required to be a member thereof.

Representations and Warranties of the Sub-Adviser. The Sub-Adviser represents, represents and warrants and agrees as followsthat the Sub-Adviser: A. The a. is registered with the U.S. Securities and Exchange Commission under the Advisers Act. Sub-Adviser (i) is shall remain so registered throughout the term of this Agreement and shall notify Adviser immediately if Sub-Adviser ceases to be so registered as an investment adviser adviser. b. is duly organized and validly existing under the Advisers Act laws of the State of [ ] with the power to own and will continue possess its assets and carry on its business as it is now being conducted. c. has the authority to be so registered for so long as enter into and perform the services contemplated by this Agreement remains in effect, (ii) Agreement. d. is not prohibited by the 1940 Act, Act or the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement. e. has met, (iii) has met and will continue to seek to continue to meet for so long as the duration of this Agreement remains in effectAgreement, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency agency, necessary to be met in order to perform the services contemplated by in this Agreement, (iv) has the full power and authority to enter into and perform the services contemplated by this Agreement, and (v) . f. will promptly notify the Investment Adviser of the occurrence of any event that would disqualify the Sub-Adviser it from serving as an investment adviser of advisor to an investment company pursuant to Section 9(a) of the 1940 Act or otherwiseAct. B. The Sub-Adviser g. has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Trust with a copy of such code that code, together with evidence of ethicsits adoption. Within forty­ five (45) 20 days of the end of the last each calendar quarter of each year that during which this Agreement is remains in effect, and as otherwise requested, the president or a vice president of Sub-Adviser shall certify to the Investment Adviser and or the Trust that the Sub-Adviser has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year quarter and that there has have been no material violation violations of the Sub-Adviser's ’s code of ethics or, if such a material violation has occurred, that appropriate action was has been taken in response to such violation. Upon the written request of the Investment Adviser or the Trust, the Sub­ Sub-Adviser shall provide reasonable periodic certifications regarding compliance with its Code, and annually will provide copies permit representatives of internal Adviser or external assessments that include descriptions the Trust to examine the reports (or summaries of testing of, and the reports) required to be made to Sub-adviser's compliance with its, Code Adviser by Rule 17j-1(c)(1) and other records evidencing enforcement of Ethics, including the code of ethics. h. will notify the Adviser of any changes of control of the Sub-Adviser's Chief Compliance Officer's ("CCO", including any change of its general partners, controlling persons, or 25% shareholders, as applicable, and any changes in the key personnel who are either the portfolio manager(s) annual report required under of the Advisers Act. C. Upon written requestFund or senior management of the Sub-Adviser, in each case prior to such change if the Sub-Adviser shall provide a certification to the Fund to the effect that the Sub-Adviser has adopted and implemented policies and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons is aware of the Advisers Act. D. such change, but, in any event, not later than promptly after such change. The Sub-Adviser agrees to bear all reasonable expenses of the Trust and the Adviser, if any, arising out of such change. i. will maintain an appropriate level of errors and omissions or professional liability insurance coverage. E. The Sub-Adviser acknowledges that the Investment Adviser and the Trust intend to rely on Rule 17a-10, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the 1940 Act, and the Sub-Adviser agrees not to consult with (i) other sub-advisers to a Fund, if any, (ii) other sub­ advisers to any other fund of the Trust, or (iii) other sub-advisers to an investment company under common control with any Fund, concerning transactions for a Fund in securities or other assets. F. This Agreement is a valid and binding Agreement of the Sub-Adviser, enforceable against it in accordance with the terms hereof. G. The Sub-Adviser is registered with the CFTC in all capacities, if any, in which the Sub-Adviser is required under the CEA and the CFTC's regulations to be so registered and is registered with the NFA if required to be a member thereof.

Representations and Warranties of the Sub-Adviser. The Sub-Adviser represents, represents and warrants and agrees as followsthat the Sub-Adviser: A. The a. is registered with the U.S. Securities and Exchange Commission under the Advisers Act. Sub-Adviser (i) is shall remain so registered throughout the term of this Agreement and shall notify Adviser immediately if Sub-Adviser ceases to be so registered as an investment adviser adviser. b. is duly organized and validly existing under the Advisers Act laws of the State of [ ] with the power to own and will continue possess its assets and carry on its business as it is now being conducted. c. has the authority to be so registered for so long as enter into and perform the services contemplated by this Agreement remains in effect, (ii) Agreement. d. is not prohibited by the 1940 Act, Act or the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement. e. has met, (iii) has met and will continue to seek to continue to meet for so long as the duration of this Agreement remains in effectAgreement, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency agency, necessary to be met in order to perform the services contemplated by in 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 Investment Adviser of the occurrence of any event that would disqualify the Sub-Adviser . it from serving as an investment adviser of advisor to an investment company pursuant to Section 9(a) of the ofthe 1940 Act or otherwiseAct. B. The Sub-Adviser g. has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Trust with a copy of such code that code, together with evidence of ethicsits adoption. Within forty­ five (45) 20 days of the end of the last each calendar quarter of each year that during which this Agreement is remains in effect, and as otherwise requested, the president or a vice president of Sub-Adviser shall certify to the Investment Adviser and or the Trust that the Sub-Sub Adviser has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year quarter and that there has have been no material violation violations of the Sub-Adviser's code of ethics or, if such a material violation has occurred, that appropriate action was has been taken in response to such violation. Upon the written request of the Investment Adviser or the Trust, the Sub­ Sub-Adviser shall provide reasonable periodic certifications regarding compliance with its Code, and annually will provide copies permit representatives of internal Adviser or external assessments that include descriptions the Trust to examine the reports (or summaries of testing of, and the reports) required to be made to Sub-adviser's compliance with its, Code Adviser by Rule 17j-1(c)(l) and other records evidencing enforcement of Ethics, including the code of ethics. h. will notify the Adviser of any changes of control of the Sub-Adviser's Chief Compliance Officer's ("CCO", including any change of its general partners, controlling persons, or 25% shareholders, as applicable, and any changes in the key personnel who are either the portfolio manager(s) annual report required under of the Advisers Act. C. Upon written requestFund or senior management of the Sub-Adviser, in each case prior to such change if the Sub-Adviser shall provide a certification to the Fund to the effect that the Sub-Adviser has adopted and implemented policies and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons is aware of the Advisers Act. D. such change, but, in any event, not later than promptly after such change. The Sub-Adviser agrees to bear all reasonable expenses of the Trust and the Adviser, if any, arising out of such change. i. will maintain an appropriate level of errors and omissions or professional liability insurance coverage. E. The Sub-Adviser acknowledges that the Investment Adviser and the Trust intend to rely on Rule 17a-10, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the 1940 Act, and the Sub-Adviser agrees not to consult with (i) other sub-advisers to a Fund, if any, (ii) other sub­ advisers to any other fund of the Trust, or (iii) other sub-advisers to an investment company under common control with any Fund, concerning transactions for a Fund in securities or other assets. F. This Agreement is a valid and binding Agreement of the Sub-Adviser, enforceable against it in accordance with the terms hereof. G. The Sub-Adviser is registered with the CFTC in all capacities, if any, in which the Sub-Adviser is required under the CEA and the CFTC's regulations to be so registered and is registered with the NFA if required to be a member thereof.

Representations and Warranties of the Sub-Adviser. The Sub-Adviser represents, hereby represents and warrants to the Adviser and agrees the Fund as follows: A. The : (i) the Sub-Adviser is a limited liability company duly organized and in good standing under the laws of the State of Illinois and is fully authorized to enter into this Agreement and carry out its duties and obligations hereunder; (iii) the Sub-Adviser is registered as an investment adviser with the SEC under the Advisers Act Act, and will continue to be so registered for so long as shall maintain such registration in effect at all times during the term of this Agreement remains in effect, Agreement; (iiiii) the Sub-Adviser is not prohibited by the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by its obligations under this Agreement; (iv) the Sub-Adviser has met, (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 or industry self-regulatory agency agency, necessary to be met in order to perform the services contemplated by its obligations under this Agreement, ; (ivv) the Sub-Adviser has the full power and authority to enter into and perform the services contemplated by its obligations under this Agreement, and ; (vvi) the Sub-Adviser will promptly notify the Investment Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an the investment adviser or sub-adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. B. The ; (vii) the Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Trust with a copy of such code of ethics. Within forty­ five ; and (45viii) days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the Sub-Adviser shall certify to will promptly notify the Investment Adviser and if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the Trust that the Sub-Adviser has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation affairs of the Sub-Fund or otherwise affecting the Adviser's code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Investment Adviser or the Trust, the Sub­ Adviser shall provide reasonable periodic certifications regarding compliance with its Code, and annually will provide copies of internal or external assessments that include descriptions of testing of, and Sub-adviser's compliance with its, Code of Ethics, including the Sub-Adviser's Chief Compliance Officer's ("CCO") annual report required under the Advisers Act. C. Upon written request, the Sub-Adviser shall provide a certification to the Fund to the effect that the Sub-Adviser has adopted and implemented policies and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons of the Advisers Act. D. The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. E. The Sub-Adviser acknowledges that the Investment Adviser and the Trust intend to rely on Rule 17a-10, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the 1940 Act, and the Sub-Adviser agrees not to consult with (i) other sub-advisers to a Fund, if any, (ii) other sub­ advisers to any other fund of the Trust, or (iii) other sub-advisers to an investment company under common control with any Fund, concerning transactions for a Fund in securities or other assets. F. This Agreement is a valid and binding Agreement of the Sub-Adviser, enforceable against it in accordance with the terms hereof. G. The Sub-Adviser is registered with the CFTC in all capacities, if any, in which the Sub-Adviser is required under the CEA and the CFTC's regulations to be so registered and is registered with the NFA if required to be a member thereof.

Representations and Warranties of the Sub-Adviser. The Sub-Adviser represents, represents and warrants and agrees as followsthat the Sub-Adviser: A. The a. is registered with the U.S. Securities and Exchange Commission under the Advisers Act. Sub-Adviser (i) is shall remain so registered throughout the term of this Agreement and shall notify Adviser immediately if Sub-Adviser ceases to be so registered as an investment adviser adviser. b. is duly organized and validly existing under the Advisers Act laws of the State of Delaware with the power to own and will continue possess its assets and carry on its business as it is now being conducted. c. has the authority to be so registered for so long as enter into and perform the services contemplated by this Agreement remains in effect, (ii) Agreement. d. is not prohibited by the 1940 Act, Act or the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement. e. has met, (iii) has met and will continue to seek to continue to meet for so long as the duration of this Agreement remains in effectAgreement, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency agency, necessary to be met in order to perform the services contemplated by in this Agreement, (iv) has the full power and authority to enter into and perform the services contemplated by this Agreement, and (v) . f. will promptly notify the Investment Adviser of the occurrence of any event that would disqualify the Sub-Adviser it from serving as an investment adviser of advisor to an investment company pursuant to Section 9(a) of the 1940 Act or otherwiseAct. B. The Sub-Adviser g. has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Trust with a copy of such code that code, together with evidence of ethicsits adoption. Within forty­ five (45) 20 days of the end of the last each calendar quarter of each year that during which this Agreement is remains in effect, and as otherwise requested, the president or a vice president of Sub-Adviser shall certify to the Investment Adviser and or the Trust that the Sub-Adviser has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year quarter and that there has have been no material violation violations of the Sub-Adviser's ’s code of ethics or, if such a material violation has occurred, that appropriate action was has been taken in response to such violation. Upon the written request of the Investment Adviser or the Trust, the Sub­ Sub-Adviser shall provide reasonable periodic certifications regarding compliance with its Code, and annually will provide copies permit representatives of internal Adviser or external assessments that include descriptions the Trust to examine the reports (or summaries of testing of, and the reports) required to be made to Sub-adviser's compliance with its, Code Adviser by Rule 17j-1(c)(1) and other records evidencing enforcement of Ethics, including the code of ethics. h. will notify the Adviser of any changes of control of the Sub-Adviser's Chief Compliance Officer's ("CCO", including any change of its general partners, controlling persons, or 25% shareholders, as applicable, and any changes in the key personnel who are either the portfolio manager(s) annual report required under of either Fund or senior management of the Advisers Act. C. Upon written requestSub-Adviser, in each case prior to such change if the Sub-Adviser shall provide a certification to the Fund to the effect that the Sub-Adviser has adopted and implemented policies and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons is aware of the Advisers Act. D. such change, but, in any event, not later than promptly after such change. The Sub-Adviser agrees to bear all reasonable expenses of the Trust and the Adviser, if any, arising out of such change to the extent related to seeking Trust board and shareholder approval each as may be required by law or regulation as well as reflecting that change in Trust disclosure documents. i. will maintain an appropriate level of errors and omissions or professional liability insurance coveragecoverage equal to not less than $5,000,000. E. The Sub-Adviser acknowledges that the Investment Adviser and the Trust intend to rely on Rule 17a-10, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the 1940 Act, and the Sub-Adviser agrees not to consult with (i) other sub-advisers to a Fund, if any, (ii) other sub­ advisers to any other fund of the Trust, or (iii) other sub-advisers to an investment company under common control with any Fund, concerning transactions for a Fund in securities or other assets. F. This Agreement is a valid and binding Agreement of the Sub-Adviser, enforceable against it in accordance with the terms hereof. G. The Sub-Adviser is registered with the CFTC in all capacities, if any, in which the Sub-Adviser is required under the CEA and the CFTC's regulations to be so registered and is registered with the NFA if required to be a member thereof.

Representations and Warranties of the Sub-Adviser. (a) The Sub-Adviser represents, warrants and agrees as follows: A. The Sub-Adviser (i) represents that it is duly registered as an investment adviser under the Investment Advisers Act of 1940 (“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, Act or the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; has met, (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 or industry self-regulatory agency 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 immediately notify the Investment Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company performing pursuant to Section 9(a) of the 1940 Act or otherwisethis Agreement. B. (b) The Sub-Adviser represents that it has adopted and maintains a written code of ethics complying with the requirements of as required by Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Trust with a copy of such code of ethics. Within forty­ five (45) days of the end of the last calendar quarter of each year that this Agreement is in effectAct, and as otherwise requested, the Sub-Adviser shall certify to the Investment Adviser and the Trust that the Sub-Adviser has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of the Sub-Adviser's code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Investment Adviser or the Trust, the Sub­ Adviser shall provide reasonable periodic certifications regarding compliance with its Code, and annually will provide copies of internal or external assessments that include descriptions of testing of, and Sub-adviser's compliance with its, Code of Ethics, including the Sub-Adviser's Chief Compliance Officer's ("CCO") annual report required under the Advisers Act. C. Upon written request, the Sub-Adviser shall provide a certification to the Fund to the effect that the Sub-Adviser has adopted and implemented policies and procedures reasonably designed to prevent violation regarding the detection and prevention of the misuse of material, non-public information by the Sub-Adviser and its supervised persons employees and policies and procedures that are reasonably designed to prevent a violation of the Advisers Act. D. The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. E. The Sub-Adviser acknowledges that the Investment Adviser and the Trust intend to rely on federal securities laws as defined in Rule 17a-10, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 38a-1 under the 1940 Act, and the Sub-Adviser will provide such code of ethics and policies and procedures, including any amendments thereto, to the Adviser. (c) The Sub-Adviser has provided the Adviser with a copy of its Form ADV and agrees not to consult with provide to the Adviser any amendments thereto. (id) other subThe Sub-advisers Adviser represents that it has read and understands the Trust’s registration statement and warrants that it will use all reasonable efforts to adhere to the investment objective(s), policies, strategies and restrictions contained therein when investing a Fund, if any, (ii) other sub­ advisers to any other fund of the Trust, or (iii) other sub-advisers to an investment company under common control with any Fund, concerning transactions for a Fund in securities or other ’s assets. F. This Agreement (e) The Adviser shall provide and the Sub-Adviser represents and warrants that it has reviewed any disclosure set forth in the Fund’s regulatory documents or sales literature about the Sub-Adviser or its management of the Fund and such disclosure is accurate and does not contain any untrue statement of material fact or any omission of a valid material fact which is required to make the statement contained therein not misleading. The Sub-Adviser agrees to notify the Adviser and binding Agreement the Trust if any such disclosure becomes untrue, inaccurate or incomplete in any material respect or the Sub-Adviser undergoes any reorganization, including a change in its ownership or a change of portfolio managers to a Fund who are employees of the Sub-Adviser, enforceable against it in accordance with the terms hereof. G. The Sub-Adviser is registered with the CFTC in all capacities, if any, in which the Sub-Adviser is required under the CEA and the CFTC's regulations to be so registered and is registered with the NFA if required to be a member thereof.

Representations and Warranties of the Sub-Adviser. The Sub-Adviser represents, warrants and agrees as follows: A. The Sub-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 or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement, (iv) has the full power and authority to enter into and perform the services contemplated by this Agreement, and (v) will promptly notify the Investment 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. B. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Trust with a copy of such code of ethics. Within forty­ forty-five (45) days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the Sub-Adviser shall certify to the Investment Adviser and the Trust that the Sub-Adviser has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of the Sub-Adviser's ’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Investment Adviser or the Trust, the Sub­ Sub-Adviser shall provide reasonable periodic certifications regarding compliance with its Code, and annually will provide copies of internal or external assessments that include descriptions of testing of, and Sub-adviser's ’s compliance with its, Code of Ethics, including the Sub-Adviser's ’s Chief Compliance Officer's ’s ("“CCO"”) annual report required under the Advisers Act. C. Upon written request, the Sub-Adviser shall provide a certification to the Fund to the effect that the Sub-Adviser has adopted and implemented policies and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons of the Advisers Act. D. The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. E. The Sub-Adviser acknowledges that the Investment Adviser and the Trust intend to rely on Rule 17a-10, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the 1940 Act, and the Sub-Adviser agrees not to consult with (i) other sub-advisers to a Fund, if any, (ii) other sub­ sub-advisers to any other fund of the Trust, or (iii) other sub-advisers to an investment company under common control with any Fund, concerning transactions for a Fund in securities or other assets. F. This Agreement is a valid and binding Agreement of the Sub-Adviser, enforceable against it in accordance with the terms hereof. G. The Sub-Adviser is registered with the CFTC in all capacities, if any, in which the Sub-Adviser is required under the CEA and the CFTC's ’s regulations to be so registered and is registered with the NFA if required to be a member thereof.