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 Trust 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 a limited liability company duly formed 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 Sub-Advisor and the Trust 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 Trust 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 Trust 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 Trust 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 a limited liability company partnership duly formed 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 Sub-Advisor and the Trust 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 Trust 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 Trust 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 Trust 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 a limited liability company duly formed 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, 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 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 Sub-Advisor and the Trust 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”) Ethics and has provided the Advisor and the Trust 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 Trust 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 is, and all amendments and annual updates to the Sub-Advisor’s Form ADV to be provided to the Advisor shall be 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 Trust 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 a limited liability company duly formed 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 Sub-Advisor and the Trust 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 Trust 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 Trust 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.