Common use of The Adviser’s Representations Clause in Contracts

The Adviser’s Representations. The 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 (the “Code of Ethics”) and, if it has not already done so, will provide the Trust with a copy of such Code of Ethics and any 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 Adviser, its employees, officers, and agents (“Compliance Procedures”) and, if it has not already done so, will provide the Trust with a copy of the Compliance Procedures and any amendments thereto; (v) It has delivered to the Trust copies of its Form ADV as most recently filed with the SEC and will provide 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 Trust of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser to a Fund pursuant to Section 9(a) of the 1940 Act or other applicable law, rule or regulation; (vii) It has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any self-regulatory agency, necessary to be met by the Adviser in order to perform its services contemplated by this Agreement; and (viii) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Adviser, enforceable against the Adviser in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties.

The Adviser’s Representations. The Adviser represents, warrants and agrees that: (i) 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 (the “Code of Ethics”) and, if it has not already done so, will provide the Trust with a copy of such Code of Ethics and any 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 Adviser, its employees, officers, and agents (“Compliance Procedures”) and, if it has not already done so, will provide the Trust with a copy of the Compliance Procedures and any amendments thereto; (v) v. It has delivered to the Trust copies of its Form ADV as most recently filed with the SEC and will provide 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 Trust of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser to a Fund pursuant to Section 9(a) of the 1940 Act or other applicable law, rule or regulation; (vii) . It has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any self-regulatory agency, necessary to be met by the Adviser in order to perform its services contemplated by this Agreement; and (viii) . This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Adviser, enforceable against the Adviser in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties.

The Adviser’s Representations. The 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 will be registered under the Commodities Exchange Act, as amended, and the rules promulgated thereunder (the “CEA”), at all times required by the CEA; (iv) 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, if it has not already done so, will provide the Trust Fund with a copy of such Code of Ethics and any amendments thereto; (ivv) It has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which that are reasonably designed to prevent violations of federal securities laws by the Adviser, its employees, officers, officers and agents (“Compliance Procedures”) and, if it has not already done so, will provide the Trust Fund with a copy of the Compliance Procedures and any amendments thereto; (vvi) It has delivered to the Trust Fund copies of its Form ADV as most recently filed with the SEC and will provide the Trust Fund with a copy of any future filings of Form ADV or any amendments thereto; (vivii) 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 Trust Fund of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser to a the Fund pursuant to Section 9(a) of the 1940 Act or other applicable law, rule or regulation; (viiviii) It has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any self-regulatory agency, necessary to be met by the Adviser in order to perform its the services contemplated by this Agreement; and (viiiix) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Adviser, enforceable against the Adviser in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties.

The Adviser’s Representations. The Adviser represents, warrants and agrees that: that (i) It it is registered as an investment adviser under the Advisers Act, is registered as a commodity pool operator with the CFTC and a member of the NFA with respect to its services to the Fund, 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 it has the authority under the Advisers Act Management Agreement to appoint the Sub-Adviser and will continue that it has received a copy of Part 2 of the Sub-Adviser’s Form ADV; (iii) it has claimed the exemptive relief pursuant to CFTC Rule 4.12(c)(3) with respect to the operation of the Fund and the exemptive relief pursuant to CFTC Rule 4.7 with respect to the operation of the CFC; (iv) the Adviser and the CFC shall each qualify as a “Qualified Eligible Person” as defined under CFTC Rule 4.7; and (v) the Fund and the CFC are each an “eligible contract participant” as defined in Section 1(a)(12) of the CEA. The Adviser further represents, warrants and agrees that is duly organized and properly registered and operating under the laws of Delaware with the power to own its assets and carry on its business as it is now being conducted and as proposed to be so registered conducted under the terms of this Agreement. The information contained in the Form ADV of the Adviser as provided to the Sub-Adviser is true and complete in all material respects, and also as filed with the SEC, is true and complete in all material respects, and does not make any untrue statement of a material fact or omit to state any material fact which is required to be stated in the Form ADV. As of the date hereof there are (a) no actions, suits, proceedings, inquiries or investigations of any kind or nature whatsoever (other than routine audits, inspections and industry sweeps), pending or, to the best of its knowledge, threatened or contemplated against the Adviser or any of its principals or any affiliate of the Adviser, before any court, at law or in equity, arbitration panel, or before or by any federal, state, municipal, foreign or other governmental or quasi-governmental department, commission, board, bureau, agency, instrumentality, or administrative, regulatory or self-regulatory authority or any exchange or board of trade and (b) it has not received any notice of an investigation or warning letter from the SEC, NFA or the CFTC regarding non-compliance by it with the Advisers Act, the 1940 Act, the CEA, the regulations under any such law, or the NFA rules, or any other applicable regulatory or self-regulatory authority regarding non-compliance by it with such other applicable law, in each case, where an adverse decision would reasonably be expected to materially and adversely affect the Adviser’s ability to perform its obligations under this Agreement. The foregoing representations, warranties and covenants shall be continuing 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”) Agreement and, if it if, at any time, any event has not already done so, will provide the Trust with a copy of such Code of Ethics and occurred which would make any 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 Adviser, its employees, officers, and agents (“Compliance Procedures”) and, if it has not already done so, will provide the Trust with a copy of the Compliance Procedures foregoing representations, warranties and covenants not true, misleading, incomplete or inaccurate in any amendments thereto; (v) It has delivered to material respect, the Trust copies of its Form ADV as most recently filed with the SEC and will provide 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 Adviser will promptly in writing notify the Trust of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser to a Fund pursuant to Section 9(a) of the 1940 Act or other applicable law, rule or regulation; (vii) It has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any selfSub-regulatory agency, necessary to be met by the Adviser in order to perform its services contemplated by this Agreement; and (viii) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Adviser, enforceable against the Adviser in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties.

The Adviser’s Representations. The Adviser represents, warrants and agrees that: (i) It has all requisite power and authority to delegate discretionary authority over Allocated Assets of each Fund to the Sub-Adviser and 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 This Agreement has been duly authorized by appropriate action of the Trust and its shareholders to the extent required under the Advisers Act 1940 Act; (iii) This Agreement, when executed and delivered, will continue constitute a legal, valid and binding obligation of Adviser, enforceable against the Adviser in accordance with its terms, subject to be so registered during bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the term rights and remedies of creditors and secured parties; (iv) It has received a copy of Part 2 of the Sub-Adviser’s Form ADV as is currently in effect as of the date of this Agreement; (iiiv) 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, if it has not already done so, will provide the Adviser and the Trust with a copy of such Code of Ethics and any amendments thereto; (ivvi) 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, if it has not already done so, will provide the Trust with a copy of the Compliance Procedures and any amendments thereto; (v) It has delivered to the Trust copies of its Form ADV as most recently filed with the SEC and will provide 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 Trust of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser to a Fund pursuant to Section 9(a) of the 1940 Act or other applicable law, rule or regulation;; and (vii) It has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any self-regulatory agency, necessary to be met by the Adviser in order to perform its services contemplated by this Agreement; and (viii) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Adviser, enforceable against the Adviser in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties.;

The Adviser’s Representations. The 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 will be registered under the Commodities Exchange Act, as amended, and the rules promulgated thereunder (the “CEA”), at all times required by the CEA; (iv) 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, if it has not already done so, will provide the Trust with a copy of such Code of Ethics and any amendments thereto; (ivv) It has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which that are reasonably designed to prevent violations of federal securities laws by the Adviser, its employees, officers, officers and agents (“Compliance Procedures”) and, if it has not already done so, will provide the Trust with a copy of the Compliance Procedures and any amendments thereto; (vvi) It has delivered to the Trust copies of its Form ADV as most recently filed with the SEC and will provide the Trust with a copy of any future filings of Form ADV or any amendments thereto; (vivii) 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 Trust of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser to a Fund pursuant to Section 9(a) of the 1940 Act or other applicable law, rule or regulation; (viiviii) It has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any self-regulatory agency, necessary to be met by the Adviser in order to perform its the services contemplated by this Agreement; and (viiiix) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Adviser, enforceable against the Adviser in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties.

The Adviser’s Representations. The 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 (the “Code of Ethics”) and, if it has not already done so, will provide the Trust with a copy of such Code of Ethics and any 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 Adviser, its employees, officers, and agents (“Compliance Procedures”) and, if it has not already done so, will provide the Trust with a copy of the Compliance Procedures and any amendments thereto; (v) It has delivered to the Trust copies of its Form ADV as most recently filed with the SEC and will provide 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 Trust of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser to a Fund pursuant to Section 9(a) of the 1940 Act or other applicable law, rule or regulation; (vii) It has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any self-regulatory agency, necessary to be met by the Adviser in order to perform its services contemplated by this Agreement; (viii) It will be fully and exclusively responsible for the accuracy, completeness and truthfulness of any foreign language translation of the Fund’s Prospectus and other Fund-related documents and written or oral foreign language presentations to investors or potential investors regarding the Fund, and for ensuring that any language barriers that may impede an investor’s or potential investor’s full receipt and comprehension of all relevant disclosures are handled appropriately; and (viiiix) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Adviser, enforceable against the Adviser in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties.

The Adviser’s Representations. The 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 (the “Code of Ethics”) and, if it has not already done so, will provide the Trust with a copy of such Code of Ethics and any 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 Adviser, its employees, officers, and agents (“Compliance Procedures”) and, if it has not already done so, will provide the Trust with a copy of the Compliance Procedures and any amendments thereto; (v) It has delivered to the Trust copies of its Form ADV as most recently filed with the SEC and will provide 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 Trust of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser to a Fund pursuant to Section 9(a) of the 1940 Act or other applicable law, rule or regulation; ; (vii) It has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any self-regulatory agency, necessary to be met by the Adviser in order to perform its services contemplated by this Agreement; and (viii) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Adviser, enforceable against the Adviser in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties.

The Adviser’s Representations. The Adviser represents, warrants and agrees that: (i) It has all requisite power and authority to delegate discretionary authority over Allocated Assets of each Fund to the Sub-Adviser and 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, and the execution and delivery of this Agreement by it, the performance of its obligations hereunder and the retention of the Sub-Adviser hereunder do not violate or constitute a default under or breach of the constituent documents of the Adviser or any agreement, instrument or policies by which it is bound, and will not violate, or constitute a breach of or default under, any order, rule, law or regulation applicable to the Adviser and the Trust of any court, governmental body, administrative agency or self-regulatory authority having jurisdiction over the Adviser and the Trust, including the 1940 Act; (ii) It is registered as an investment adviser This Agreement has been duly authorized by appropriate action of the Trust and its shareholders to the extent required under the Advisers Act 1940 Act; (iii) This Agreement, when executed and delivered, will continue constitute a legal, valid and binding obligation of Adviser, enforceable against the Adviser in accordance with its terms, subject to be so registered during bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the term rights and remedies of creditors and secured parties; (iv) It has received a copy of Part 2 of the Sub-Adviser’s Form ADV as is currently in effect as of the date of this Agreement; (iiiv) 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, if it has not already done so, will provide the Sub-Adviser and the Trust with a copy of such Code of Ethics and any amendments thereto; (ivvi) 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 Adviser, its employees, officers, and agents (“Compliance Procedures”) and, if it has not already done so, will provide the Trust Sub-Adviser with a copy of the Compliance Procedures and any amendments thereto; (v) It has delivered to the Trust copies of its Form ADV as most recently filed with the SEC and will provide 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 Trust of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser to a Fund pursuant to Section 9(a) of the 1940 Act or other applicable law, rule or regulation;; and (vii) It has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any self-regulatory agency, necessary to be met by the Adviser in order to perform its services contemplated by this Agreement; (viii) It will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser to the Fund pursuant to Section 9(a) of the 1940 Act or other applicable law, rule or regulation; (ix) the Written Guidelines (as defined in Section 2) will not cause any Fund to violate the requirements under the 1940 Act and such other law, rule or regulation applicable to the Fund or the Trust; and (viiix) This It shall promptly furnish to the Sub-Adviser copies of all material amendments or supplements to the Prospectus, Organizational Documents and Trust Procedures, as well as such other information as is reasonably necessary for the Sub-Adviser to carry out its obligations under this Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Adviser, enforceable against the Adviser in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties.

The Adviser’s Representations. The 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 (the “Code of Ethics”) and, if if; it has not already done so, will provide the Trust with a copy of such Code of Ethics and any 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 Adviser, its employees, officers, and agents (“Compliance Procedures”) and, if it has not already done so, will provide the Trust with a copy of the Compliance Procedures and any amendments thereto; (v) It has delivered to the Trust copies of its Form ADV as most recently filed with the SEC and will provide 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 Trust of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser to a Fund pursuant to Section 9(a) of the 1940 Act or other applicable law, rule or regulation; (vii) It has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any self-regulatory agency, necessary to be met by the Adviser in order to perform its services contemplated by this Agreement; and (viii) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Adviser, enforceable against the Adviser in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties.

The Adviser’s Representations. The Adviser represents, warrants and agrees that: (i) It has all requisite power and authority to delegate discretionary authority over Allocated Assets of a Fund to the Sub-Adviser and 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 Adviser is registered as an investment adviser under the Advisers Act and will continue to be so registered during the term of this Agreement. The Trust is a registered investment company under the 1940 Act, and the Shares of the Fund(s) and the Trust are duly registered under the 1933 Act and under the laws, rules or regulations of all jurisdictions in which such Shares are offered that require such registration; (iii) It Each of Adviser and the Fund(s) is in compliance, in all material respects, with the laws, rules or regulations applicable to Adviser or the Fund(s). Without limiting the foregoing, each of Adviser and the Board (with respect to the Fund(s)) has adopted written policies and implemented a written code procedures reasonably designed to prevent violations of ethics complying with the requirements of federal securities laws as required under Rule 17j-1 38a-1 promulgated under the 1940 Act (the “Code of Ethics”) and, if it has not already done so, will provide the Trust with a copy of such Code of Ethics and any amendments thereto; (iv) It has adopted and implemented written policies and procedures, as required by or Rule 206(4)-7 under the Advisers Act, which are reasonably designed as applicable. Without limiting the foregoing, each of Adviser and the Board (with respect to prevent violations the Fund(s)) has adopted a written code of federal securities laws ethics as required under Rule 17j-1 promulgated under the 1940 Act or Rule 204A-1 under the Advisers Act, as applicable; (iv) This Agreement has been duly authorized by the Adviser, its employees, officers, and agents (“Compliance Procedures”) and, if it has not already done so, will provide appropriate action of the Trust with a copy of and its shareholders to the Compliance Procedures and any amendments theretoextent required under the 1940 Act; (v) It has delivered to the Trust copies of its Form ADV as most recently filed with the SEC and will provide 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 Trust of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser to a Fund pursuant to Section 9(a) of the 1940 Act or other applicable law, rule or regulation; (vii) It has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any self-regulatory agency, necessary to be met by the Adviser in order to perform its services contemplated by this Agreement; and (viii) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Adviser, enforceable against the Adviser in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (vi) It has received a copy the Sub-Adviser’s Form ADV as is currently in effect as of the date of this Agreement; (vii) Unless prohibited by applicable law, rule or regulation, Adviser shall provide Sub-Adviser with notice of: (A) any event which could disqualify Adviser from serving as an investment adviser of a registered investment company under Section 9(a) of the 1940 Act; (B) any change in control of Adviser; and (C) any pending or threatened audit, investigation, complaint, examination or inquiry by any regulatory authority relating to the Fund(s) and the services provided by Sub-Adviser; and (viii) Unless prohibited by applicable law, rule or regulation, Adviser shall notify Sub-Adviser if any of the representations, warranties or covenants in this Agreement shall be breached, or become inaccurate, in any material respect.

The Adviser’s Representations. The 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 will be registered under the Commodities Exchange Act, as amended, and the rules promulgated thereunder (the “CEA”), at all times required by the CEA; (iv) 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, if it has not already done so, will provide the Trust Fund with a copy of such Code of Ethics and any amendments thereto; (ivv) It has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which that are reasonably designed to prevent violations of federal securities laws by the Adviser, its employees, officers, officers and agents (“Compliance Procedures”) and, if it has not already done so, will provide the Trust Fund with a copy of the Compliance Procedures and any amendments thereto; (vvi) It has delivered to the Trust Fund copies of its Form ADV as most recently filed with the SEC and will provide the Trust Fund with a copy of any future filings of Form ADV or any amendments thereto; (vivii) 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 Trust Fund of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser to a the Fund pursuant to Section 9(a) of the 1940 Act or other applicable law, rule or regulation; (viiviii) It has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any self-regulatory agency, necessary to be met by the Adviser in order to perform its the services contemplated by this Agreement; and (viiiix) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Adviser, enforceable against the Adviser in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties.

The Adviser’s Representations. The Adviser represents, warrants and agrees that: that (i) It it is authorized and regulated in the conduct of its investment business by the UK FCA, registered as an investment adviser under the Advisers Act, registered as a commodity pool operator with the CFTC and a member of the NFA with respect to its services to the Fund, 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 it has the authority under the Advisers Act Management Agreement to appoint the Sub-Adviser and will continue that it has received copies of Part 2 of the Sub-Adviser’s Form ADV and disclosure documents (all of which it has read and understood); (iii) it has claimed the exemptive relief pursuant to CFTC Rule 4.12(c)(3) with respect to the operation of the Fund and the exemptive relief pursuant to CFTC Rule 4.7 with respect to the operation of the CFC; (iv) the Adviser and the CFC shall each qualify as a “Qualified Eligible Person” as defined under CFTC Rule 4.7; and (v) the Fund and the CFC are each an “eligible contract participant” as defined in Section 1(a)(12) of the CEA. The Adviser further represents, warrants and agrees that the Adviser, the Fund and CFC are duly organized and properly registered and operating under the laws of their respective jurisdictions with the power to own its assets and carry on its business as it is now being conducted and as proposed to be so registered conducted under the terms of this Agreement and the execution of this Agreement will not violate it or the Fund’s organizational documents or similar. The information contained in the Form ADV of the Adviser as provided to the Sub-Adviser is true and complete in all material respects, and also as filed with the SEC, is true and complete in all material respects, and does not make any untrue statement of a material fact or omit to state any material fact which is required to be stated in the Form ADV. As of the date hereof there are (a) no actions, suits, proceedings, inquiries or investigations of any kind or nature whatsoever (other than routine audits, inspections and industry sweeps), pending or, to the best of its knowledge, threatened or contemplated against the Adviser or any of its principals or any affiliate of the Adviser, before any court, at law or in equity, arbitration panel, or before or by any federal, state, municipal, foreign or other governmental or quasi-governmental department, commission, board, bureau, agency, instrumentality, or administrative, regulatory or self-regulatory authority or any exchange or board of trade and (b) it has not received any notice of an investigation or warning letter from the UK FCA, SEC, NFA or the CFTC regarding non- compliance by it with the UK FCA Rules, Advisers Act, the 1940 Act, the CEA, the regulations under any such law, or the NFA rules, or any other applicable regulatory or self-regulatory authority regarding non-compliance by it with such other applicable law, in each case, where an adverse decision would reasonably be expected to materially and adversely affect the Adviser’s ability to perform its obligations under this Agreement. The foregoing representations, warranties and covenants shall be continuing 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”) Agreement and, if it if, at any time, any event has not already done so, will provide the Trust with a copy of such Code of Ethics and occurred which would make any 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 Adviser, its employees, officers, and agents (“Compliance Procedures”) and, if it has not already done so, will provide the Trust with a copy of the Compliance Procedures foregoing representations, warranties and covenants not true, misleading, incomplete or inaccurate in any amendments thereto; (v) It has delivered to material respect, the Trust copies of its Form ADV as most recently filed with the SEC and will provide 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 Adviser will promptly in writing notify the Trust of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser to a Fund pursuant to Section 9(a) of the 1940 Act or other applicable law, rule or regulation; (vii) It has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any selfSub-regulatory agency, necessary to be met by the Adviser in order to perform its services contemplated by this Agreement; and (viii) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Adviser, enforceable against the Adviser in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties.

The Adviser’s Representations. The 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 (the “Code of Ethics”) and, if it has not already done so, will provide the Trust with a copy of such Code of Ethics and any 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 Adviser, its employees, officers, and agents (“Compliance Procedures”) and, if it has not already done so, will provide the Trust with a copy of the Compliance Procedures and any amendments thereto; (v) It has delivered to the Trust copies of its Form ADV as most recently filed with the SEC and will provide 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 Trust of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser to a Fund pursuant to Section 9(a) of the 1940 Act or other applicable law, rule or regulation; (vii) It has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any self-regulatory agency, necessary to be met by the Adviser in order to perform its services contemplated by this Agreement; (viii) It will fully and exclusively be responsible for the accuracy, completeness and truthfulness of prior performance information related to the Predecessor Partnership, as set forth in the Fund Prospectus, and for maintaining all records to support such calculations, as well as the assertion in the Fund Prospectus that the Predecessor Partnership maintained an investment objective and investment policies that were, in all material respects, equivalent to those of the Fund; and (viiiix) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Adviser, enforceable against the Adviser in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties.

The Adviser’s Representations. The Adviser represents, warrants and agrees that: that (i) It it is registered as an investment adviser under the Advisers Act, is registered as a commodity pool operator with the CFTC and a member of the NFA with respect to its services to the Fund, 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 it has claimed the exemptive relief pursuant to CFTC Rule 4.7 with respect to the operation of the Fund; and (iii) the Adviser and the CFC shall each qualify as a “Qualified Eligible Person” as defined under CFTC Rule 4.7. The Adviser further represents, warrants and agrees that is duly organized and properly registered as an investment adviser and operating under the Advisers Act laws of Delaware with the power to own its assets and will continue carry on its business as it is now being conducted and as proposed to be so registered conducted under the terms of this Agreement. The information contained in the Form ADV of the Adviser as provided to the Fund is true and complete in all material respects, and also as filed with the SEC, is true and complete in all material respects, and does not make any untrue statement of a material fact or omit to state any material fact which is required to be stated in the Form ADV. As of the date hereof there are (a) no actions, suits, proceedings, inquiries or investigations of any kind or nature whatsoever (other than routine audits, inspections and industry sweeps), pending or, to the best of its knowledge, threatened or contemplated against the Adviser or any of its principals or any affiliate of the Adviser, before any court, at law or in equity, arbitration panel, or before or by any federal, state, municipal, foreign or other governmental or quasi-governmental department, commission, board, bureau, agency, instrumentality, or administrative, regulatory or self-regulatory authority or any exchange or board of trade and (b) it has not received any notice of an investigation or warning letter from the SEC, NFA or the CFTC regarding non-compliance by it with the Advisers Act, the 1940 Act, the CEA, the regulations under any such law, or the NFA rules, or any other applicable regulatory or self-regulatory authority regarding non-compliance by it with such other applicable law, in each case, where an adverse decision would reasonably be expected to materially and adversely affect the Adviser’s ability to perform its obligations under this Agreement. The foregoing representations, warranties and covenants shall be continuing 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”) Agreement and, if it if, at any time, any event has not already done so, will provide the Trust with a copy of such Code of Ethics and occurred which would make any 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 Adviser, its employees, officers, and agents (“Compliance Procedures”) and, if it has not already done so, will provide the Trust with a copy of the Compliance Procedures foregoing representations, warranties and covenants not true, misleading, incomplete or inaccurate in any amendments thereto; (v) It has delivered to material respect, the Trust copies of its Form ADV as most recently filed with the SEC and will provide 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 Adviser will promptly in writing notify the Trust of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser to a Fund pursuant to Section 9(a) of the 1940 Act or other applicable law, rule or regulation; (vii) It has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any self-regulatory agency, necessary to be met by the Adviser in order to perform its services contemplated by this Agreement; and (viii) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Adviser, enforceable against the Adviser in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured partiesFund.