Common use of Other Activities of the Sub-Adviser Clause in Contracts

Other Activities of the Sub-Adviser. a. For a term of 12 months following the execution of this Agreement, the Sub-adviser shall not provide sub-investment advice to investment advisers, broker/dealers, wealth management firms, or banks with respect to any investment company registered under the 1940Act, that pursues an investment objective and product structuring similar to that of the Fund (including but not limited to transparency requirements). b. The Sub-adviser may (and does) act as consultant, manager, adviser or sub-adviser for any other persons or entities and may buy, sell or trade in securities and other instruments, whether for its own account or for the account of others for whom it may be acting pursuant to a similar investment program or otherwise. c. The Sub-adviser represents, warrants and agrees that, over time and in the aggregate, the Sub-adviser will not favor any customer or account managed by it (including its proprietary accounts) over the Fund; provided, however, that it is acknowledged and agreed by the Adviser and the Fund that (i) different strategies and investment techniques may be (and are) utilized by the Sub-adviser for differing sizes of accounts, accounts with different investment policies and guidelines, accounts experiencing differing inflows or outflows of equity, accounts that commence trading at different times, accounts that have different portfolios or different fiscal years, accounts subject to different laws, rules and regulations, accounts with different tax attributes or objectives and accounts with other differences, and that such differences may result in different investment transactions and/or cause divergent investment results; and (ii) due to the Fund’s liquidity, assets under management, and other characteristics, it is anticipated that the Fund will be invested differently than the majority of the funds and accounts under the advisement of the Sub-adviser.

Other Activities of the Sub-Adviser. a. For a term of 12 months following the execution of this Agreement, the Sub-adviser shall not provide sub-sub- investment advice to investment advisers, broker/dealers, wealth management firms, or banks with respect to any investment company registered under the 1940Act, that pursues an investment objective and product structuring similar to that of the Fund (including but not limited to transparency requirements). b. The Sub-adviser may (and does) act as consultant, manager, adviser or sub-adviser for any other persons or entities and may buy, sell or trade in securities and other instruments, whether for its own account or for the account of others for whom it may be acting pursuant to a similar investment program or otherwise. c. The Sub-adviser represents, warrants and agrees that, over time and in the aggregate, the Sub-adviser will not favor any customer or account managed by it (including its proprietary accounts) over the Fund; provided, however, that it is acknowledged and agreed by the Adviser and the Fund that (i) different strategies and investment techniques may be (and are) utilized by the Sub-adviser for differing sizes of accounts, accounts with different investment policies and guidelines, accounts experiencing differing inflows or outflows of equity, accounts that commence trading at different times, accounts that have different portfolios or different fiscal years, accounts subject to different laws, rules and regulations, accounts with different tax attributes or objectives and accounts with other differences, and that such differences may result in different investment transactions and/or cause divergent investment results; and (ii) due to the Fund’s 's liquidity, assets under management, and other characteristics, it is anticipated that the Fund will be invested differently than the majority of the funds and accounts under the advisement of the Sub-adviser.