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

Representations of the Sub-Adviser. The Sub-Adviser represents warrants and agrees that: (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 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 (a "CODE OF ETHICS") and has provided the Manager and 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 required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Sub-Adviser, its employees, officers, and agents ("COMPLIANCE PROCEDURES") and, the Manager and the Trust have been provided a copy or a summary of the Compliance Procedures and will be provided with any future amendments thereto; (v) It has delivered to the Manager copies of its Form ADV as most recently filed with the SEC and will provide the Manager and the Trust with a copy of any future filings of Form ADV or any amendments thereto; (vi) It is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement and will promptly notify the Manager and the Trust of the occurrence of any event that could disqualify the Sub-Adviser from serving as an investment adviser to a Series pursuant to Section 9(a) of the 1940 Act or other applicable law, rule or regulation; (vii) It shall not violate any applicable laws or regulations regarding insider trading; (viii) It maintains an appropriate level of errors and omissions or professional liability insurance coverage from an insurance company that has a minimum credit rating of A- from at least one national recognized credit rating agency; and (ix) It (a) is a member of the National Futures Association ("NFA") and is registered with the U.S. Commodity Futures Trading Commission ("CFTC") as a commodity trading advisor, (b) will comply in all material respects with applicable NFA and CFTC rules and regulations with respect to its obligations under this Agreement, and (c) will notify the Adviser of any change in its status with respect to the foregoing sub-section (a) or failure to comply with respect to the foregoing sub-section (b).

Representations of the Sub-Adviser. The Sub-Adviser represents warrants and agrees that: (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 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 (a "CODE OF ETHICS"the “Code of Ethics”) and and, if it has provided not already done so, will provide the Manager and 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 required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Sub-Adviser, its employees, officers, and agents ("COMPLIANCE PROCEDURES"“Compliance Procedures”) and, the Manager and the Trust have been provided a copy or of a summary of the Compliance Procedures and will be provided with any future amendments thereto; (v) It has delivered to the Manager copies of its Form ADV as most recently filed with the SEC and will provide the Manager and the Trust with a copy of any future filings of Form ADV or any amendments thereto; (vi) It is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement and will promptly notify the Manager and the Trust of the occurrence of any event that could would disqualify the Sub-Adviser from serving as an investment adviser to a Series Fund pursuant to Section 9(a) of the 1940 Act or other applicable law, rule or regulation; (vii) It shall not violate use no material, non-public information concerning portfolio companies that may be in or come into its possession or the possession of any applicable laws of its affiliates or regulations regarding insider tradingemployees, nor will the Sub-Adviser seek to obtain any such information, in providing investment advice or investment management services to the Series; (viii) It maintains an appropriate level of errors and omissions or professional liability insurance coverage from an insurance company that has a minimum credit rating of A- from at least one national recognized credit rating agency; and (ix) It (a) is registered as a CTA with the CFTC and is a member of the National Futures Association ("NFA") and is registered with the U.S. Commodity Futures Trading Commission ("CFTC") as a commodity trading advisor, (b) will comply in all material respects with applicable NFA and CFTC rules shall maintain such registration or license in effect and regulations in good standing at all times during the term of this Agreement. (x) It will maintain and enforce appropriate security policies and procedures with respect to its obligations access and maintenance of all confidential information (as described in section 7 below and for purposes of this paragraph referred to as “Confidential Information”) and NB Data (as defined below) provided to Sub-Adviser by or on behalf of the Manager that (i) are at least equal to industry standards for the handling of such information, and (ii) provide reasonably appropriate technical and organizational safeguards against accidental or unlawful destruction, loss, alteration or unauthorized disclosure or access of Confidential Information or NB Data ((i)-(ii) collectively known as the “Information Security Program”). The Sub-Adviser agrees that its Information Security Program will (i) comply with all applicable laws and regulations, (ii) include analysis and oversight with respect to the Information Security Program of any third-party retained by Sub-Adviser to assist it in performing services under this Agreement, (iii) include reasonable measures to secure and defend the location, systems and equipment used to hold and store all Confidential Information and NB Data against cyber-attacks, “hackers” and other forms or methods of compromising Confidential Information and NB Data, both internal and external, who may seek, without authorization, to modify or access its systems or the information, including the Confidential Information and NB Data found therein. Sub-Adviser will periodically test the Information Security Program for potential areas where its security could be breached and shall implement safeguards that include regular penetration testing and vulnerability assessments, and ensure prompt remediation of any found deficiencies and prompt notification to the Manager with detail to allow the Manager to take action, if any, to mitigate any adverse impact on the Manager, NB Data or a system of the Manager. The Sub-Adviser also agrees, when requested, to complete any security questionnaire provided by the Manager, and return it in a commercially reasonable period of time. The Sub-Adviser agrees to work with Manager to develop a plan to resolve any applicable material control deficiencies in the Information Security Program that are identified through the completion of the questionnaire or otherwise by the Manager after discussion with Sub-Adviser. The Sub-Adviser shall be responsible and liable for any failure to perform its obligations under this sub-section, including expenses incurred by the Manager or the Trust resulting from a failure to establish and adhere to the Information Security Program. Sub-Adviser will, upon request, provide reports to the Manager on the results of its testing. In addition, Sub-Adviser will report to the Manager (csuch report shall be provided to: n▇▇▇▇▇@▇▇.▇▇▇) promptly, but in no event later than twenty-four (24) hours from discovery, any breaches of security or unauthorized access to its systems that it detects or becomes aware of that may impact the Manager or a Fund or that would require notification to consumers or regulators, as may be required by applicable U.S. federal or state laws or the laws and regulations of non-U.S. jurisdictions. Sub-Adviser will use reasonable and diligent efforts to remedy any breach of security or unauthorized access in a timely manner. For purposes of this paragraph, “NB Data” means any information or data provided or made available by, or relating to, the Manager or its affiliates, or the Trust (including Confidential Information), and any information or data derived from any of the foregoing, in each case that is collected, accessed, used, stored, transmitted, or otherwise processed by Sub-Adviser (or its agents or subcontractors). The foregoing representations, warranties and covenants shall be continuing during the term of this Agreement and if, at any time, any event has occurred which would make any of the foregoing representations, warranties and covenants not true, misleading, incomplete or inaccurate in any material respect, the Sub-Adviser will promptly in writing notify the Adviser of any change in its status with respect to the foregoing sub-section (a) or failure to comply with respect to the foregoing sub-section (b)Manager.

Representations of the Sub-Adviser. The Sub-Adviser represents represents, warrants and agrees that: (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 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 (a "CODE OF ETHICS"the “Code of Ethics”) and has provided the Manager and 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 required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Sub-Adviser, its employees, officers, and agents ("COMPLIANCE PROCEDURES") and“Compliance Procedures”), and the Manager and the Trust have been provided a copy or of a summary of the Compliance Procedures and will be provided with any future amendments thereto; (v) It has delivered to the Manager copies of its Form ADV ADV, Part 2A as most recently filed with the SEC and its current Form ADV, Part 2B. It also will provide the Manager and the Trust with a copy of any future filings of Form ADV or any amendments theretothereto in accordance with the delivery requirements of Rule 204-3(b) under the Advisers Act; (vi) It is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement and will promptly notify the Manager and the Trust of the occurrence of any event that could would likely disqualify the Sub-Adviser from serving as an investment adviser to a Series pursuant to Section 9(a) of the 1940 Act or other applicable law, rule or regulation; (vii) It shall not violate use no material, non-public information concerning portfolio companies (provided it is aware such information is material non-public information) that may be in or come into its possession or the possession of any applicable laws of its affiliates or regulations regarding insider tradingemployees, nor will the Sub-Adviser seek to obtain any such information, in providing investment advice or investment management services to the Manager; (viii) It maintains an appropriate will maintain a level of errors and omissions or professional liability insurance coverage from an insurance company that has a minimum credit rating of A- from at least one national recognized credit rating agency; andagency as agreed between the Sub-Adviser and the Manager prior to the effective date of the Agreement. (ix) It has reviewed, and will in the future review, the Registration Statement, summary prospectus, prospectus, statement of additional information, periodic reports to shareholders, reports and schedules filed with the Commission (a) is a member including any amendment, supplement or sticker to any of the National Futures Association ("NFA"foregoing) and advertising and sales material relating to the Series (collectively the “Disclosure Documents”) as and when furnished to the Sub-Adviser by the Manager and represents and warrants that, solely with respect to disclosure about the Sub-Adviser, the manner in which the Sub-Adviser provides investment advice or investment management services and information relating to the Sub-Adviser (the “Sub-Adviser Disclosure”), such Disclosure Documents contain or will contain, no untrue statement of any material fact and do not and will not omit any statement of material fact required to be stated therein or necessary to make the statements therein not misleading; and (x) It is registered exempt from registration with the U.S. Commodity Futures Trading Commission ("“CFTC"”) as a commodity trading advisor, (b) will comply and in compliance with all material respects with applicable NFA and CFTC rules and regulations with respect to its obligations under this Agreement, and (c) will notify the Adviser conditions of any change in its status with respect to the foregoing sub-section (a) applicable exclusion or failure to comply with respect to the foregoing sub-section (b)exemption from such registration.

Representations of the Sub-Adviser. The Sub-Adviser represents warrants and agrees that: (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 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 (a "CODE OF ETHICS") and has provided the Manager and 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 required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Sub-Adviser, its employees, officers, and agents ("COMPLIANCE PROCEDURES") and, the Manager and the Trust have been provided a copy or a summary of the Compliance Procedures and will be provided with any future amendments thereto; (v) It has delivered to the Manager copies of its Form ADV as most recently filed with the SEC and will provide the Manager and the Trust with a copy of any future filings of Form ADV or any amendments thereto; (vi) It is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement and will promptly notify the Manager and the Trust of the occurrence of any event that could disqualify the Sub-Adviser from serving as an investment adviser to a Series pursuant to Section 9(a) of the 1940 Act or other applicable law, rule or regulation; (vii) It shall not violate any applicable laws or regulations regarding insider trading; (viii) It maintains an appropriate level of errors and omissions or professional liability insurance coverage from an insurance company that has a minimum credit rating of A- from at least one national recognized credit rating agency; and (ix) It (a) is a member of the National Futures Association ("NFA") and is registered with the U.S. Commodity Futures Trading Commission ("CFTC") as a commodity pool operator and commodity trading advisor, (b) will comply in all material respects with applicable NFA and CFTC rules and regulations with respect to its obligations under this Agreement, and (c) will notify the Adviser of any change in its status with respect to the foregoing sub-section (a) or failure to comply with respect to the foregoing sub-section (b).

Representations of the Sub-Adviser. The Subsub-Adviser adviser represents warrants and agrees that: (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 Investment Advisers Act of 1940, as amended (“Advisers Act”) and will continue to be so registered 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 (a "CODE OF ETHICS"the “Code of Ethics”) and has provided the Manager and the Trust with a copy of such Code of Ethics and will provide copies of any future material amendments thereto; (iv) 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 Subsub-Adviseradviser, its employees, officers, and agents ("COMPLIANCE PROCEDURES"“Compliance Procedures”) and, the Manager and the Trust have been provided a copy or a summary of the Compliance Procedures and will be provided with any future amendments thereto; (v) It has delivered to the Manager copies of its Form ADV as most recently filed with the SEC and will provide the Manager and the Trust with a copy of any future filings of Form ADV or any amendments thereto; (vi) It is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement and will promptly notify the Manager and the Trust of the occurrence of any event that could disqualify the Subsub-Adviser adviser from serving as an investment adviser to a Series pursuant to Section 9(a) of the 1940 Act or other applicable law, rule or regulation; (vii) It shall not violate any applicable comply with the laws or and regulations regarding insider trading;▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇; and (viii) It maintains an appropriate level of errors and omissions or professional liability insurance coverage from an insurance company that has a minimum credit rating of A- from at least one national recognized credit rating agency; and (ix) It (a) is a member of the National Futures Association ("NFA") and is registered with the U.S. Commodity Futures Trading Commission ("CFTC") as a commodity trading advisor, (b) will comply in all material respects with applicable NFA and CFTC rules and regulations with respect to its obligations under this Agreement, and (c) will notify the Adviser of any change in its status with respect to the foregoing sub-section (a) or failure to comply with respect to the foregoing sub-section (b).

Representations of the Sub-Adviser. The Sub-Adviser represents warrants and agrees that: (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 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 (a "CODE OF ETHICS"the “Code of Ethics”) and and, if it has provided not already done so, will provide the Manager and 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 required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Sub-Adviser, its employees, officers, and agents ("COMPLIANCE PROCEDURES"“Compliance Procedures”) and, the Manager and the Trust have been provided a copy or of a summary of the Compliance Procedures and will be provided with any future amendments thereto; (v) It has delivered to the Manager copies of its Form ADV as most recently filed with the SEC and will provide the Manager and the Trust with a copy of any future filings of Form ADV or any amendments thereto; (vi) It is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement and will promptly notify the Manager and the Trust of the occurrence of any event that could would disqualify the Sub-Adviser from serving as an investment adviser to a Series Fund pursuant to Section 9(a) of the 1940 Act or other applicable law, rule or regulation; (vii) It shall not violate use no material, non-public information concerning portfolio companies that may be in or come into its possession or the possession of any applicable laws of its affiliates or regulations regarding insider trading;employees, nor will the Sub-Adviser seek to obtain any such information, in providing investment advice or investment management services to the Series; and (viii) It maintains an appropriate level of errors and omissions or professional liability insurance coverage from an insurance company that has a minimum credit rating of A- from at least one national recognized credit rating agency; and (ix) It (a) is a member of the National Futures Association ("NFA") and is registered with the U.S. Commodity Futures Trading Commission ("CFTC") as a commodity trading advisor, (b) will comply in all material respects with applicable NFA and CFTC rules and regulations with respect to its obligations under this Agreement, and (c) will notify the Adviser of any change in its status with respect to the foregoing sub-section (a) or failure to comply with respect to the foregoing sub-section (b).

Representations of the Sub-Adviser. The Sub-Adviser represents warrants and agrees that: (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 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 (a "CODE OF ETHICS") and has provided the Manager and the Trust with a copy of such Code of Ethics and will provide copies of any future material amendments thereto; (iv) 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 Sub-Adviser, its employees, officers, and agents ("COMPLIANCE PROCEDURES") andagents, and the Manager and the Trust have been provided or have had the opportunity to inspect a copy or a summary of the Compliance Procedures such policies and procedures and will be provided or will have the opportunity to inspect with any future amendments thereto; (v) It has delivered to the Manager copies of its Form ADV as most recently filed with the SEC and will provide the Manager and the Trust with a copy of any future filings of Form ADV or any amendments thereto; (vi) It is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement and will promptly notify the Manager and the Trust of the occurrence of any event that could disqualify the Sub-Adviser from serving as an investment adviser to a Series pursuant to Section 9(a) of the 1940 Act or other applicable law, rule or regulation; (vii) It shall not violate any applicable comply with the laws or and regulations regarding insider trading; (viii) It maintains an appropriate level of errors and omissions or professional liability insurance coverage from an insurance company that has a minimum credit rating of A- from at least one national recognized credit rating agency; and (ix) It The Sub-Adviser has reviewed, and will in the future review, any Sub-Adviser Disclosure (as defined below) contained in the Registration Statement, summary prospectus, prospectus, statement of additional information, periodic reports to shareholders, reports and schedules filed with the Commission (including any amendment, supplement or sticker to any of the foregoing) and advertising and sales material relating to the Series (collectively the "DISCLOSURE DOCUMENTS") within a reasonable time following any such material being furnished to the Sub-Adviser by the Series or the Series' service providers and represents and warrants that, with respect to disclosure about the Sub-Adviser, the manner in which the Sub-Adviser manages the Allocated Potion and information relating to the Sub-Adviser (the "SUB-ADVISER DISCLOSURE"), either (a) is a member such Disclosure Documents contain or will contain, no untrue statement of any material fact and do not and will not omit any statement of material fact required to be stated therein or necessary to make the National Futures Association ("NFA") and is registered with the U.S. Commodity Futures Trading Commission ("CFTC") as a commodity trading advisorstatements therein not misleading, or (b) the Sub-Adviser will comply provide such information to the Series or the Manager which, if incorporated into the Disclosure Documents, would result in all material respects with applicable NFA and CFTC rules and regulations with respect to its obligations under this Agreement, and (c) will notify the Adviser Disclosure Documents not containing any untrue statement of any change in its status with respect material fact or omitting any statement of material fact required to be stated therein or necessary to make the foregoing sub-section (a) or failure to comply with respect to the foregoing sub-section (b)statements therein not misleading.