Common use of Representations and Warranties of Sub-Advisor Clause in Contracts

Representations and Warranties of Sub-Advisor. The Sub-Advisor represents and warrants to the Advisor and the Fund as follows: a. The Sub-Advisor is registered as an investment advisor under the Advisers Act and is registered or licensed as an investment advisor under the laws of all jurisdictions in which its activities require it to be so registered or licensed and will continue to be so registered for so long as this Agreement remains in effect; b. The Sub-Advisor is duly organized and properly registered and operating under the laws of the State of Delaware with the power to own and possess its assets, perform its obligations under this Agreement, and to carry on its business as it is now being, and to be, conducted; c. The execution, delivery and performance by the Sub-Advisor of this Agreement are within the Sub-Advisor’s powers and have been duly authorized by all necessary action and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Advisor for the execution, delivery and performance by the Sub-Advisor of this Agreement, and the execution, delivery and performance by the Sub-Advisor of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Advisor’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Advisor; and d. The Sub-Advisor has reviewed the registration requirements of the CEA and the NFA relating to commodity trading advisors and is either appropriately registered with the CFTC and a member of the NFA or exempt or excluded from CFTC registration requirements and has provided the Advisor and the Fund with a copy of any document evidencing its application for or receipt of such exemption or exclusion, and any amendments thereto; e. The Sub-Advisor has adopted and implemented a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act (the “Code of Ethics”) and has provided the Advisor and the Fund with a copy of such Code of Ethics and any amendments thereto; f. The Sub-Advisor has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Sub-Advisor, its employees and officers (“Compliance Procedures”) and has provided the Advisor and the Fund with a copy of such Compliance Procedures and any amendments thereto; g. The Sub-Advisor is in compliance with all applicable laws, rules and regulations, including, without limitation, applicable anti-corruption, anti-bribery, anti-money laundering and data privacy laws, and has policies and procedures to ensure compliance with all such laws, rules and regulations; h. The Form ADV of the Sub-Advisor provided to the Advisor is and all amendments and annual updates to the Sub-Advisor’s Form ADV to be provided to the Advisor shall be a true and complete copy of the form as currently in effect and to the extent required, filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; i. The Sub-Advisor has reviewed the Prospectus, and represents and warrants that, with respect to the disclosure about the Sub-Advisor or information relating to the Sub-Advisor, such Prospectus contains, as of the date hereof, no untrue statement of any material fact and does not omit any statement of material fact necessary to make the statements contained therein not misleading; j. The Sub-Advisor has in place, and shall have in place during the entire term of this Agreement, a business continuity plan, which may be updated from time to time, that governs the Sub-Advisor’s treatment of (i) material data processed by the Sub-Advisor’s computer system in the performance of its duties hereunder and the retrieval of any such material data from the Sub-Advisor’s back-up facilities and (ii) the performance of its duties under this Agreement relating to contingency planning, disaster recovery, back-up processing, recovery time objective, resumption operating capacities, escalation, activation and crisis management procedures; and k. This Agreement is enforceable against the Sub-Advisor in accordance with its terms, subject as to enforcement to bankruptcy, insolvency, reorganization, arrangement, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

Representations and Warranties of Sub-Advisor. The Sub-Advisor represents and warrants to the Advisor and the Fund as follows: a. (a) The Sub-Advisor is registered as an investment advisor adviser under the Investment Advisers Act and is registered or licensed as an investment advisor under the laws of all jurisdictions in which its activities require it to be so registered or licensed and will continue to be so registered for so long as this Agreement remains in effectAct; b. (b) The Sub-Advisor is a limited partnership duly organized and properly registered and operating validly existing under the laws of the State of Delaware with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, being conducted and as proposed to be, conductedbe conducted hereunder; c. (c) The execution, delivery and performance by the Sub-Advisor of this Agreement are within the Sub-Advisor’s powers and have been duly authorized by all necessary action on the part of its directors, shareholders or partners, and no action by or in respect of, or and no filing with, any governmental body, agency or official is required on the part of the Sub-Advisor for the execution, delivery and performance by the Sub-Advisor of this Agreement, and the execution, delivery and performance by the Sub-Advisor of this Agreement do not contravene or constitute a violation of, or a material default under under, (i) any provision of applicable law, rule or regulation, (ii) the Sub-Advisor’s governing instruments, or (iii) any agreement, any actual or reasonably likely judgment, injunction, order, order or decree or any other instrument binding upon the Sub-Advisor; and d. The Sub-Advisor has reviewed the registration requirements of the CEA and the NFA relating to commodity trading advisors and is either appropriately registered with the CFTC and a member of the NFA or exempt or excluded from CFTC registration requirements and has provided the Advisor and the Fund with a copy of any document evidencing its application for or receipt of such exemption or exclusion, and any amendments thereto; e. The Sub-Advisor has adopted and implemented a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act (the “Code of Ethics”d) and has provided the Advisor and the Fund with a copy of such Code of Ethics and any amendments thereto; f. The Sub-Advisor has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Sub-Advisor, its employees and officers (“Compliance Procedures”) and has provided the Advisor and the Fund with a copy of such Compliance Procedures and any amendments thereto; g. The Sub-Advisor is in compliance with all applicable laws, rules and regulations, including, without limitation, applicable anti-corruption, anti-bribery, anti-money laundering and data privacy laws, and has policies and procedures to ensure compliance with all such laws, rules and regulations; h. The Form ADV of the Sub-Advisor provided to the Advisor and the Trust is and all amendments and annual updates to the Sub-Advisor’s Form ADV to be provided to the Advisor shall be a true and complete copy of the form as currently in effect and to form, including that part or parts of the extent required, Form ADV filed with the SEC, that part or parts maintained in the records of the Sub-Advisor, and/or that part or parts provided or offered to clients, in each case as required under the Investment Advisers Act and rules thereunder, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; i. (e) The Sub-Advisor has reviewed shall maintain all licenses and registrations necessary to perform its duties hereunder in good order; (f) The Sub-Advisor shall conduct its operations at all times in conformance with the ProspectusInvestment Advisers Act, the Investment Company Act and any other applicable state and/or self-regulatory organization regulations; (g) The Sub-Advisor shall be covered by errors and omissions insurance. The company self-retention or deductible shall not exceed reasonable and customary standards, and represents and warrants that, with respect to the disclosure about the Sub-Advisor or information relating agrees to notify the Sub-Advisor, Advisor in the event the aggregate coverage of such Prospectus contains, as of the date hereof, no untrue statement of insurance in any material fact and does not omit any statement of material fact necessary to make the statements contained therein not misleading;annual period is reduced below $10,000,000; and j. (h) The Sub-Advisor has in place, represents and shall have in place during warrants to the entire term Advisor and the Fund that (i) the retention of this Agreement, a business continuity plan, which may be updated from time to time, that governs the Sub-Advisor’s treatment of (i) material data processed Advisor as contemplated by this Agreement is authorized by the Sub-Advisor’s computer system in governing documents; (ii) the execution, delivery and performance of its duties hereunder this Agreement does not violate any obligation by which the Sub-Advisor is bound, whether arising by contract, operation of law or otherwise; and (iii) this Agreement has been duly authorized by appropriate action of the retrieval Sub-Advisor and when executed and delivered by the Sub-Advisor will be the legal, valid and binding obligation of any such material data from the Sub-Advisor’s back-up facilities and (ii) the performance of its duties under this Agreement relating to contingency planning, disaster recovery, back-up processing, recovery time objective, resumption operating capacities, escalation, activation and crisis management procedures; and k. This Agreement is enforceable against the Sub-Advisor in accordance with its termsterms hereof, subject subject, as to enforcement enforcement, to applicable bankruptcy, insolvency, reorganization, arrangement, moratorium insolvency and other similar laws of general applicability relating to or affecting creditors’ rights generally and to general equitable principles (regardless of whether enforcement is sought in a proceeding in equity principlesor law).