Common use of Representations and Warranties of the Manager Clause in Contracts

Representations and Warranties of the Manager. The Manager represents and warrants to the Sub-Adviser and the Trust as follows: (a) The Manager is registered as an investment adviser under the Advisers Act; (b) The Manager is a corporation duly organized and validly existing under the laws of the Commonwealth of Virginia with the power to own and possess its assets and carry on its business as it is now being conducted; (c) The execution, delivery and performance by the Manager of this Agreement are within the Manager’s powers and have been duly authorized by all necessary action on the part of its Board of Directors, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Manager for the execution, delivery and performance by the Manager of this Agreement, and the execution, delivery and performance by the Manager of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Manager’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Manager; (d) The Form ADV of the Manager as provided to the Sub-Adviser is a true and complete copy of the form as currently 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; (e) The Manager and the Trust have duly entered into the Investment Management Agreement pursuant to which the Trust authorized the Manager to enter into this Agreement.

Representations and Warranties of the Manager. The Manager represents and warrants to the Sub-Adviser and the Trust as follows: (a) The Manager is registered as an investment adviser under the Advisers Act; (b) The Manager is a corporation limited liability company duly organized and validly existing under the laws of the Commonwealth of Virginia with the power to own and possess its assets and carry on its business as it is now being conducted; (c) The execution, delivery and performance by the Manager of this Agreement are within the Manager’s 's powers and have been duly authorized by all necessary action on the part of its Board of Directorsmanager, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Manager for the execution, delivery and performance by the Manager of this Agreement, and the execution, delivery and performance by the Manager of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Manager’s 's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Manager; (d) The Form ADV of the Manager as provided to the Sub-Adviser is a true and complete copy of the form as currently 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; (e) The Manager and the Trust have duly entered into the Investment Management Agreement pursuant to which the Trust authorized the Manager to enter into this Agreement.

Representations and Warranties of the Manager. The Manager represents and warrants to the Sub-Adviser and the Trust Funds as follows:; (a) The Manager is registered as an investment adviser under the Advisers ActAct and will continue to be so registered so long as this Agreement remains in effect; (b) The Manager will immediately notify the Adviser of the occurrence of any event that would substantially impair the Manager’s ability to fulfill its commitment under this Agreement or disqualify the Manager from serving as an investment adviser of an investment company pursuant to Section 9 of the 1940 Act. The Manager will also promptly notify the Adviser 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, government agency, self-regulatory organization, public board or body, involving the affairs of the Funds or the Manager; (c) The Manager is fully authorized under all applicable law to enter into this Agreement and serve as Manager to the Funds and to perform the services described under this Agreement; (d) The Manager is a corporation limited liability company duly organized and validly existing under the laws of the Commonwealth state of Virginia Delaware with the power to own and possess its assets and carry on its business as it is now being conducted; (ce) The execution, delivery and performance by the Manager of this Agreement are within the Manager’s powers and have been duly authorized by all necessary action on the part of its Board of Directorsmembers, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Manager for the execution, delivery and performance by the Manager of this Agreement, and the execution, delivery and performance by the Manager of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Manager’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Manager; (df) The Form ADV This Agreement is a valid and binding agreement of the Manager as provided to the Sub-Adviser is a true and complete copy of the form as currently 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;Manager; and (eg) The Manager agrees to maintain an appropriate level of errors and the Trust have duly entered into the Investment Management Agreement pursuant to which the Trust authorized the Manager to enter into this Agreementomissions or professional liability insurance coverage.

Representations and Warranties of the Manager. The Manager represents and warrants to the Sub-Adviser and the Trust as follows: (a) The Manager is registered as an investment adviser under the Advisers Act; (b) The Manager is a corporation limited liability company duly organized and validly existing under the laws of the Commonwealth State of Virginia Arizona with the power to own and possess its assets and carry on its business as it is now being conducted; (c) The Manager will comply with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any procedures adopted by the Fund's Board of Trustees, and the provisions of the Registration Statement of the Fund filed under the 1933 Act, and the 1940 Act, as supplemented or amended. (d) The execution, delivery and performance by the Manager of this Agreement are within the Manager’s 's powers and have been duly authorized by all necessary action on the part of its Board of Directors, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Manager for the execution, delivery and performance by the Manager of this Agreement, and the execution, delivery and performance by the Manager of this the Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Manager’s 's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Manager; (de) The Form ADV of the Manager as provided to the Sub-Adviser is a true true, complete, and complete current copy of the form Form ADV as is currently filed (Part I) or is currently on file with the Manager (Part II) as is required by 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; (ef) The Manager acknowledges that it received a copy of the Sub-Adviser's Form ADV prior to the execution of this agreement; (g) The Manager and each of its officers, directors, employees and agents, shall comply at all times with all applicable laws pertaining to its business and to the Trust have operation of the Series of the Fund and to the offering of their shares; (h) To the best of the Manager's knowledge, the Fund is duly entered into organized, validly existing and in good standing under the Investment Management Agreement pursuant laws of the state of its organization; (i) The Manager will take all reasonable and practicable steps to which assure that the Trust authorized Fund will operate in accordance with the 1940 Act and in accordance with all applicable laws; and (j) The Manager will notify the Sub-Adviser if the Manager or the Fund becomes the subject of any legal or regulatory investigation, examination or judicial proceeding which may affect its ability to enter into perform its obligations under this Agreement.

Representations and Warranties of the Manager. The Manager represents and warrants to the Sub-Adviser and the Trust as follows: (a) The Manager is registered as an investment adviser under the Advisers Act; (b) The Manager is a corporation limited liability company duly organized and validly existing under the laws of the Commonwealth State of Virginia Delaware with the power to own and possess its assets and carry on its business as it is now being conducted; (c) The Manager will comply with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any procedures adopted by the Fund's Board of Trustees, and the provisions of the Registration Statement of the Fund filed under the 1933 Act, and the 1940 Act, as supplemented or amended. (d) The execution, delivery and performance by the Manager of this Agreement are within the Manager’s 's powers and have been duly authorized by all necessary action on the part of its Board of Directors, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Manager for the execution, delivery and performance by the Manager of this Agreement, and the execution, delivery and performance by the Manager of this the Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Manager’s 's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Manager; (de) The Form ADV of the Manager as provided to the Sub-Adviser is a true true, complete, and complete current copy of the form Form ADV as is currently filed (Part I) or is currently on file with the Manager (Part II) as is required by 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; (ef) The Manager acknowledges that it received a copy of the Sub-Adviser's Form ADV prior to the execution of this agreement; (g) The Manager and each of its officers, directors, employees and agents, shall comply at all times with all applicable laws pertaining to its business and to the Trust have operation of the Series of the Fund and to the offering of their shares; (h) To the best of the Manager's knowledge, the Fund is duly entered into organized, validly existing and in good standing under the Investment Management Agreement pursuant laws of the state of its organization; (i) The Manager will take all reasonable and practicable steps to which assure that the Trust authorized Fund will operate in accordance with the 1940 Act and in accordance with all applicable laws; and (j) The Manager will notify the Sub-Adviser if the Manager or the Fund becomes the subject of any legal or regulatory investigation, examination or judicial proceeding which may affect its ability to enter into perform its obligations under this Agreement.

Representations and Warranties of the Manager. The Manager represents and warrants to the Sub-Adviser and the Trust Funds as follows: (a) The Manager is registered as an investment adviser under the Advisers ActAct and will continue to be so registered so long as this Agreement remains in effect; (b) The Manager will immediately notify the Adviser of the occurrence of any event that would substantially impair the Manager’s ability to fulfill its commitment under this Agreement or disqualify the Manager from serving as an investment adviser of an investment company pursuant to Section 9 of the 1940 Act. The Manager will also promptly notify the Adviser 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, government agency, self-regulatory organization, public board or body, involving the affairs of the Funds or the Manager; (c) The Manager is fully authorized under all applicable law to enter into this Agreement and serve as Manager to the Funds and to perform the services described under this Agreement; (d) The Manager is a corporation limited liability company duly organized and validly existing under the laws of the Commonwealth state of Virginia Delaware with the power to own and possess its assets and carry on its business as it is now being conducted; (ce) The execution, delivery and performance by the Manager of this Agreement are within the Manager’s powers and have been duly authorized by all necessary action on the part of its Board of Directorsmembers, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Manager for the execution, delivery and performance by the Manager of this Agreement, and the execution, delivery and performance by the Manager of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Manager’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Manager; (df) The Form ADV This Agreement is a valid and binding agreement of the Manager as provided to the Sub-Adviser is a true and complete copy of the form as currently 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;Manager; and (eg) The Manager agrees to maintain an appropriate level of errors and the Trust have duly entered into the Investment Management Agreement pursuant to which the Trust authorized the Manager to enter into this Agreementomissions or professional liability insurance coverage.

Representations and Warranties of the Manager. The Manager hereby represents and warrants to the Sub-Adviser and the Trust as follows: (ai) It is duly organized and validly existing and has all requisite authority to enter into, execute, deliver and perform its obligations under this Agreement; (ii) The performance of its obligations under this Agreement does not conflict with any law, regulation or order to which it is subject; (iii) The Manager has been duly appointed by the Company Board to provide investment services to the Company as contemplated by this Agreement and is authorized to delegate any and all duties and obligations thereunder; (iv) The Manager has received the Adviser’s Privacy Policy and Part 2 of Form ADV of the Adviser at least 48 hours prior to the date of the execution of this Agreement; (v) The Manager is registered as an investment adviser under the Advisers ActAct and is registered or licensed as an investment adviser under the laws of all jurisdictions in which its activities require it to be so registered or licensed; (bvi) The Manager is a corporation duly organized member of the NFA and validly existing is registered under the laws of the Commonwealth of Virginia with the power to own and possess its assets and carry on its business CEA as it is now being conducteda commodity pool operator; (cvii) The executionManager is registered as a commodity pool operator under the CEA, delivery is a member of NFA in such capacity and performance by is operating the Manager of this Agreement are within Fund pursuant to CFTC Regulation 4.7(b); and (viii) The Company is a “qualified eligible person” (“QEP”) as defined in Regulation 4.7 under the Manager’s powers CEA and have been duly authorized by all necessary action on the part of its Board of Directors, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Manager for the execution, delivery and performance by the Manager of this Agreement, and the execution, delivery and performance by the Manager of this Agreement do not contravene or constitute a default consents to being treated as an exempt account under (i) any provision of applicable law, rule or regulation, (ii) the Manager’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the ManagerCFTC Regulation 4.7(c); (dix) The Form ADV of Upon request, the Manager as provided will deliver to the Sub-Adviser is a true and complete copy of the form Trust’s registration statement with respect to the Fund, as currently filed effective from time to time, such other documents or instruments governing the investments of the Company, if applicable, and such other information as is necessary for the Adviser to carry out its obligations under this Agreement; and (x) The organization and structure of the Company and the conduct of the business of the Company as contemplated by this Agreement, complies, and shall at all times comply, with the SEC and requirements imposed upon 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; (e) The Manager and the Trust have duly entered into the Investment Management Agreement pursuant to which the Trust authorized the Manager to enter into this Agreement.Company by applicable law

Representations and Warranties of the Manager. The Manager represents and warrants to the Sub-Adviser and the Trust as follows: (a) The Manager is registered as an investment adviser under the Advisers Act; (b) The Manager is a corporation limited liability company duly organized and validly existing under the laws of the Commonwealth State of Virginia Delaware with the power to own and possess its assets and carry on its business as it is now being conducted; (c) The Manager will comply with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any procedures adopted by the Fund's Board of Trustees, and the provisions of the Registration Statement of the Fund filed under the 1933 Act, and the 1940 Act, as supplemented or amended. (d) The execution, delivery and performance by the Manager of this Agreement are within the Manager’s 's powers and have been duly authorized by all necessary action on the part of its Board of Directors, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Manager for the execution, delivery and performance by the Manager of this Agreement, and the execution, delivery and performance by the Manager of this the Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Manager’s 's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Manager; (de) The Form ADV of the Manager as provided to the Sub-Adviser is a true true, complete, and complete current copy of the form Form ADV as is currently filed (Part I) or is currently on file with the Manager (Part II) as is required by 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; (ef) The Manager acknowledges that it received a copy of the Sub-Adviser's Form ADV prior to the execution of this agreement; (g) The Manager and each of its officers, directors, employees and agents, shall comply at all times with all applicable laws pertaining to its business and to the Trust have operation of the Series of the Fund and to the offering of their shares; (h) To the best of the Manager's knowledge, the Fund is duly entered into organized, validly existing and in good standing under the Investment Management Agreement pursuant laws of the state of its organization; (i) The Manager will take all reasonable and practicable steps to which assure that the Trust authorized Fund will operate in accordance with the 1940 Act and in accordance with all applicable laws; and (j) The Manager will notify the Sub-Adviser if the Manager or the Fund becomes the subject of any legal or regulatory investigation, examination or judicial proceeding which may affect its ability to enter into perform its obligations under this Agreement.

Representations and Warranties of the Manager. The Manager represents and warrants to the Sub-Adviser and the Trust as follows: (a) The Manager is registered as an investment adviser under the Advisers Act; (b) The Manager is a corporation duly organized and validly existing under the laws of the Commonwealth of Virginia with the power to own and possess its assets and carry on its business as it is now being conducted; (c) The execution, delivery and performance by the Manager of this Agreement are within the Manager’s 's powers and have been duly authorized by all necessary action on the part of its Board of Directorsaction, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Manager for the execution, delivery and performance by the Manager of this Agreement, and the execution, delivery and performance by the Manager of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Manager’s 's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Manager; (d) The Form ADV of the Manager as provided to the Sub-Adviser is a true and complete copy of the form as currently form, and all relevant portions thereof, have 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; (e) The Manager and the Trust have duly entered into the Investment Management Agreement pursuant to which the Trust authorized the Manager to enter into this Agreementutilize sub-advisers, provided appropriate approvals by the Board of Trustees and shareholders are obtained.

Representations and Warranties of the Manager. The Manager represents and warrants to the Sub-Adviser and the Trust as follows: (a) The Manager is registered as an investment adviser under the Advisers Act; (b) The Manager is a corporation duly organized and validly existing under the laws of the Commonwealth of Virginia with the power to own and possess its assets and carry on its business as it is now being conducted; (c) The execution, delivery and performance by the Manager of this Agreement are within the Manager’s 's powers and have been duly authorized by all necessary action on the part of its Board of Directors, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Manager for the execution, delivery and performance by the Manager of this Agreement, and the execution, delivery and performance by the Manager of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Manager’s 's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Manager; (d) The Form ADV of the Manager as provided to the Sub-Adviser is a true and complete copy of the form as currently form, and all relevant portions thereof, have 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; (e) The Manager and the Trust have duly entered into the Investment Management Agreement pursuant to which the Trust authorized the Manager to enter into this Agreementutilize sub-advisers, provided appropriate approvals by the Board of Trustees and Shareholders are obtained.

Representations and Warranties of the Manager. The Manager represents and warrants to the Sub-Adviser and the Trust as follows: (a) The Manager is registered as an investment adviser under the Advisers Act; (b) The Manager is a corporation limited liability company duly organized and validly existing under the laws of the Commonwealth of Virginia with the power to own and possess its assets and carry on its business as it is now being conducted; (c) The execution, delivery and performance by the Manager of this Agreement are within the Manager’s powers and have been duly authorized by all necessary action on the part of its Board of Directorsmanager, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Manager for the execution, delivery and performance by the Manager of this Agreement, and the execution, delivery and performance by the Manager of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Manager’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Manager; (d) The Form ADV of the Manager as provided to the Sub-Adviser is a true and complete copy of the form as currently 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; (e) The Manager and the Trust have duly entered into the Investment Management Agreement pursuant to which the Trust authorized the Manager to enter into this Agreement.

Representations and Warranties of the Manager. The Manager represents and warrants to the Sub-Adviser and the Trust as follows: (a) The Manager is registered as an investment adviser under the Advisers Act; (b) The Manager is a corporation duly organized and validly existing under the laws of the Commonwealth of Virginia with the power to own and possess its assets and carry on its business as it is now being conducted; (c) The execution, delivery and performance by the Manager of this Agreement are within the Manager’s 's powers and have been duly authorized by all necessary action on the part of its Board of Directorsaction, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Manager for the execution, delivery and performance by the Manager of this Agreement, and the execution, delivery and performance by the Manager of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Manager’s 's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Manager; (d) The Form ADV of the Manager as provided to the Sub-Adviser is a true and complete copy of the form as currently and all relevant portions thereof, have 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; (e) The Manager and the Trust have duly entered into the Investment Management Agreement pursuant to which the Trust authorized the Manager to enter into this Agreementutilize subadvisers, provided appropriate approvals by the Board of Trustees and shareholders are obtained.