Common use of Representations of the Manager Clause in Contracts

Representations of the Manager. The Manager represents, warrants and agrees that: A. The Manager has been duly authorized by the Board of Trustees of the Trust to delegate to the Adviser the provision of investment services to each Portfolio as contemplated hereby. B. The Manager has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Adviser with a copy of such code of ethics. C. The Manager is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Manager by applicable law and regulations. D. The Manager (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 Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) to the best of its knowledge, has met and will seek to continue to meet for so long as this Agreement is 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; and (v) will promptly notify the Adviser of the occurrence of any event that would disqualify the Manager from serving as investment manager of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. 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, public board or body, involving the affairs of the Portfolio(s), provided, however, that routine regulatory examinations shall not be required to be reported by this provision.

Representations of the Manager. The Manager represents, warrants and agrees that: A. The Manager has been duly authorized by the Board of Trustees of the Trust to delegate to the Adviser the provision of investment services to each Portfolio as contemplated hereby. B. The Manager has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Adviser with a copy of such code of ethics. C. The Manager is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Manager by applicable law and regulations. D. The Manager (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 Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) to the best of its knowledge, has met and will seek to continue to meet for so long as this Agreement is 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; and (v) will promptly notify the Adviser of the occurrence of any event that would disqualify the Manager from serving as investment manager of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. 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, public board or body, involving the affairs of the Portfolio(s), provided, however, that routine regulatory examinations shall not be required to be reported by this provision. E. The Portfolio is either (i) excluded from the definition of the term “pool” under Section 4.5 of the General Regulations under the Commodity Exchange Act (“Rule 4.5”), or (ii) a qualifying entity under Rule 4.5(b) for which a notice of eligibility has been filed.

Representations of the Manager. The Manager represents, represents and warrants and agrees thatas follows: A. The Manager has been duly authorized by the Board of Trustees of the Trust to delegate to the Adviser the provision of investment services to each Portfolio as contemplated hereby. B. The Manager has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Adviser with a copy of such code of ethics. C. The Manager is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Manager by applicable law and regulations. D. (a) The Manager (i) is registered as an investment adviser advisor under the Investment Advisers Act and will continue to be so registered for so as long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; , (iii) to the best of its knowledgehas met, has met and will seek to continue to meet for so long as this Agreement is 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 authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Adviser Sub-Advisor of the occurrence of any event that would disqualify the Manager from serving as an investment manager advisor of an investment company pursuant to Section 9(a) of the Investment Company 1940 Act or otherwise. . (b) That (i) this Agreement has been approved by a majority of the Board of Directors of the Fund, including approval by the vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, the Sub-Advisor, Principal Life Insurance Company or the Fund cast in person at a meeting called for the purpose of voting on such approval and (ii) either (a) this Agreement has been approved by a majority of the outstanding voting securities of the Fund or (b) the Fund has obtained exemptive relief from the Securities and Exchange Commission to the effect that no such approval is necessary. (c) The Manager agrees that neither it nor any of its affiliates will also promptly notify in any way refer directly or indirectly to its relationship with the Adviser if it is served Sub-Advisor, or otherwise receives notice any of any actionits affiliates, suitin offering, proceedingmarketing, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving other promotional materials without the affairs prior written consent of the Portfolio(s), provided, however, that routine regulatory examinations shall not be required to be reported by this provisionSub-Advisor.

Representations of the Manager. The Manager represents, represents and warrants and agrees thatas follows: A. The Manager has been duly authorized by the Board of Trustees of the Trust to delegate to the Adviser the provision of investment services to each Portfolio as contemplated hereby. B. The Manager has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Adviser with a copy of such code of ethics. C. The Manager is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Manager by applicable law and regulations. D. (a) The Manager (i) is registered as an investment adviser advisor under the Investment Advisers Act and will continue to be so registered for so as long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; , (iii) to the best of its knowledgehas met, has met and will seek to continue to meet for so long as this Agreement is 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 authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Adviser Sub-Advisor of the occurrence of any event that would disqualify the Manager from serving as an investment manager advisor of an investment company pursuant to Section 9(a) of the Investment Company 1940 Act or otherwise. . (b) That (i) this Agreement has been approved by a majority of the Board of Directors of the Fund, including approval by the vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, the Sub-Advisor, Principal Life Insurance Company or the Fund cast in person at a meeting called for the purpose of voting on such approval and (ii) either (a) this Agreement has been approved by a majority of the outstanding voting securities of the Series or (b) the Fund has obtained exemptive relief from the Securities and Exchange Commission to the effect that no such approval is necessary. (c) The Manager agrees that neither it nor any of its affiliates will also promptly notify in any way refer directly or indirectly to its relationship with the Adviser if it is served Sub-Advisor, or otherwise receives notice any of any actionits affiliates, suitin offering, proceedingmarketing, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving other promotional materials without the affairs prior written consent of the Portfolio(s), provided, however, that routine regulatory examinations shall not be required to be reported by this provisionSub-Advisor.

Representations of the Manager. The Manager represents, warrants and agrees that: A. The Manager has been duly authorized by the Board of Trustees of the Trust to delegate to the Adviser the provision of investment services to each the Portfolio as contemplated hereby. B. The Manager has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Adviser with a copy of such code of ethics. C. The Manager is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Manager by applicable law and regulations. D. The Manager (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 Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) to the best of its knowledge, has met and will seek to continue to meet for so long as this Agreement is 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; and (v) will promptly notify the Adviser of the occurrence of any event that would disqualify the Manager from serving as investment manager of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. 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, public board or body, involving the affairs of the Portfolio(s)Portfolio, provided, however, that routine regulatory examinations shall not be required to be reported by this provision.

Representations of the Manager. The Manager represents, represents warrants and agrees that: A. The Manager (i) It has all requisite power and authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement; (ii) It has been duly authorized by the Board of Trustees of the Trust to enter into sub-advisory agreements, including this Agreement, and to delegate to the Sub-Adviser the provision of investment services to each Portfolio the Allocated Portion as contemplated hereby.; B. The Manager has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Adviser with a copy of such code of ethics. C. The Manager is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Manager by applicable law and regulations. D. The Manager (iiii) It is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as during the term of this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) to the best of its knowledge, has met and will seek to continue to meet for so long as this Agreement is 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; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Manager it from serving as investment manager of an investment company pursuant to Section 9(a) of the Investment Company 1940 Act or otherwise. ; (iv) The Investment Advisory Agreement contains a representation to the Trust that the Manager will also promptly comply, and cause the Series to comply, in all material respects with the 1940 Act, the Advisers Act and all other applicable laws and regulation to which it or the Series may be subject, including, without limitation, Subchapter M of the Internal Revenue Code of 1986, as amended, subject in each case to the obligations of SEI Investments Global Funds Services ("SEI") as set forth in one or more agreements by and among SEI and the Trust and/or SEI and the Manager; and (v) It has adopted and implemented a Code of Ethics and has provided the Trust with a copy of such Code of Ethics and will provide copies of any future amendments thereto; (vi) It 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 Manager, its employees, officers, and agents, and the Trust has been provided a copy or a summary of such policies and procedures and will be provided with any future amendments thereto; and (vii) It (a) is a member of the NFA and is registered with the CFTC as a commodity pool operator, (b) will comply in all material respects with applicable NFA and CFTC rules and regulations with respect to its management of each Series, and (c) will notify the Sub-Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry change in its status with respect to the foregoing sub-section (a) or investigation, at law or in equity, before or by any court, public board or body, involving failure to comply with respect to the affairs of the Portfolio(sforegoing sub-section (b), provided, however, that routine regulatory examinations shall not be required to be reported by this provision.

Representations of the Manager. The Manager represents, warrants and agrees that: A. The Manager has been duly authorized by the Board of Trustees of the Trust to delegate to the Adviser the provision of investment services to each Portfolio as contemplated hereby. B. The Manager has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Adviser with a copy of such code of ethics. C. The Manager is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Manager by applicable law and regulations. D. The Manager (i) it has all requisite power and authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement; (ii) it 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 during the Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by term of this Agreement; ; (iii) to each Series is an eligible contract participant as that term is defined in Section 1(a)(18) of the best CEA and a “qualified eligible person” as that term is defined in CFTC Regulation 4.7(a); (iv) it has reviewed the requirements for registration as a “commodity pool operator” (a “CPO”) under the CEA and each Series is either registered as a CPO and a member of the National Futures Association or is relying on an exemption or exclusion from registration as a commodity pool operator or has made a permissible delegation of its knowledge, has met duties and will seek responsibilities as a CPO to continue to meet for so long as this Agreement is 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; and another entity; (v) each Series’ assets do not constitute “plan assets” as defined in 29 C.F.R. 2510.3-101(f)(2) (as modified by Section 3(42) of ERISA); (vi) it will promptly notify the Sub-Adviser of in the occurrence of any event that would disqualify the Manager it becomes aware that it: (a) is subject to a statutory disqualification that prevents it from serving as investment manager to any Series or the Trust; (b) ceases to be authorised and regulated under the laws of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. The Manager will also promptly notify the Adviser if any jurisdiction in which 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 affairs of the Portfolio(s), provided, however, that routine regulatory examinations shall not be required to be reported registered in order to perform its obligations under this Agreement; (c) is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority which might reasonably be expected to result in a material adverse effect on a Series or the Trust, or might reasonably be expected to materially impair its ability to discharge its obligations as investment manager to a Series or the Trust; (vii) it consents and agrees (for itself and on behalf of each relevant Series and the Trust) (i) to the Sub-Adviser undertaking trading activity in relation to the Allocated Portion on any SEF selected by the Sub-Adviser; (ii) solely to the extent required by the SEF Rules, to the jurisdiction of each Relevant SEF in connection with and with respect to any Swap executed for or on behalf of the Allocated Portion by the Sub-Adviser which is on or subject to the rules of the Relevant SEF; (iii) solely to the extent required by the SEF Rules, that all the terms of each Relevant SEF’s SEF Rules are imported into every Swap executed for or on behalf of any relevant Series and the Trust on such SEF insofar as they are applicable to that Swap; (iv) that it will (and will procure that each relevant Series and the Trust will), solely to the extent required by the SEF Rules, provide each Relevant SEF and its agents, including its Regulatory Services Provider, access to all books and records, staff and other information necessary for monitoring and enforcement of the Relevant SEF’s SEF Rules. Additional defined terms used in this provision.clause shall have the following meanings:

Representations of the Manager. The Manager represents, warrants and agrees that: A. The Manager has been duly authorized by the Board of Trustees of the Trust to delegate to the Adviser the provision of investment services to each Portfolio the Fund as contemplated hereby. B. The Manager has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Adviser with a copy of such code of ethics. C. The Manager is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Manager by applicable law and regulations. D. The Manager (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 Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) to the best of its knowledge, has met and will seek to continue to meet for so long as this Agreement is 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; and (v) will promptly notify the Adviser of the occurrence of any event that would disqualify the Manager from serving as investment manager of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. 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, public board or body, involving the affairs of the Portfolio(sFund(s), provided, however, that routine regulatory examinations shall not be required to be reported by this provision.

Representations of the Manager. The Manager represents, warrants and agrees that: A. The Manager has been duly authorized by the Board of Trustees of the Trust to delegate to the Adviser the provision of investment advisory services to each the Portfolio as contemplated hereby. B. The Manager has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Adviser with a copy of such code of ethics. C. The Manager is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Manager by applicable law and regulations. D. The Manager (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 Investment Company Act, the Advisers Act or other law, regulation or order oder from performing the services contemplated by this Agreement; (iii) to the best of its knowledge, has met and will seek to continue to meet for so long as this Agreement is 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 authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Adviser of the any occurrence of any event that would disqualify the Manager from serving as investment manager of or an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. 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, public board or body, involving the affairs of the Portfolio(s)Portfolio, provided, however, that routine regulatory examinations shall not be required to be reported by this provision.

Representations of the Manager. The Manager represents, represents warrants and agrees that: A. The Manager has been duly authorized by the Board of Trustees of the Trust to delegate to the Adviser the provision of investment services to each Portfolio as contemplated hereby. B. The Manager has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Adviser with a copy of such code of ethics. C. The Manager is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Manager by applicable law and regulations. D. The Manager (i) It has all requisite power and authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement; (ii) It is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long during the term of this Agreement; (iii) It 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 Trust with a copy of such Code of Ethics and will provide copies of any future amendments thereto; (iv) It has adopted and implemented written policies and procedures, as this Agreement remains in effect; required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Manager, its employees, officers, and agents (ii“Compliance Procedures”) and, the Trust have been provided a copy of a summary of the Compliance Procedures and will be provided with any future amendments thereto; (v) It is not prohibited by the Investment Company Act, 1940 Act or the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) to the best of its knowledge, Investment Advisory Agreement it has met entered into with the Trust and will seek to continue to meet for so long as this Agreement is 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; and (v) will promptly notify the Adviser sub-adviser of the occurrence of any event that would is likely to disqualify the Manager from serving as investment manager of an investment company adviser to a Series pursuant to Section 9(a) of the Investment Company 1940 Act or otherwise. The Manager will also promptly notify other applicable law, rule or regulation; and (vi) This Agreement has been approved by all corporate action by the Adviser if it is served or otherwise receives notice of any actionTrust, suit, proceeding, inquiry or investigation, at law or in equity, before or including without limitation approval by any court, public board or body, involving the affairs majority of the Portfolio(s)Board, provided, however, that routine regulatory examinations shall including without limitation a majority of those trustees who are not be required to be reported by this provision.“interested persons” of the Trust or either party hereto within the meaning of the 1940 Act