Common use of REPRESENTATIONS AND COVENANTS OF SUBADVISER Clause in Contracts

REPRESENTATIONS AND COVENANTS OF SUBADVISER. The Subadviser hereby represents and warrants to, and covenants and agrees with, the Adviser, as follows: (a) The Subadviser is a limited liability company duly existing under the laws of Delaware and has full power and authority to enter into this Agreement and perform its obligations hereunder. The execution, delivery and performance of this Agreement have been duly authorized by all requisite action on the part of the Subadviser and this Agreement is a legal, valid and binding obligation of the Subadviser. This Agreement does not conflict with or violate the governing instrument(s) of the Subadviser or any agreement to which the Subadviser is a party and does not require the consent, approval or authorization of any person. (b) The Subadviser (i) is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (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 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) 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 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 in writing of the occurrence of any event that would or is reasonably likely to disqualify the Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. (c) The Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and shall provide the Adviser with a copy of such code of ethics, together with evidence of its adoption. Within 30 days of the end of the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of the Subadviser shall certify to the Adviser that the Subadviser has, to its knowledge, complied with the requirements of Rule 17j-1 applicable to the Series during the previous year and that, to the Subadviser's knowledge, there has been no material violation of the Subadviser's code of ethics applicable to the Series or, if such a violation has occurred, that appropriate action was taken in response to such violation. Upon the request of the Adviser, the Subadviser shall permit the Adviser, its employees or agents to examine the reports required to be made by the Subadviser by Rule 17j-1(c)(1) and all other records relevant to the Subadviser's code of ethics. (d) The Subadviser has provided the Adviser with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed or deemed filed with the Securities and Exchange Commission ("SEC"), and shall promptly furnish a copy of all amendments thereto to the Adviser. (e) The Subadviser shall promptly notify the Adviser of any changes in the controlling member(s), in the portfolio manager responsible for the Series or in the manager of the Subadviser, or if there is otherwise an actual change in control or management of the Subadviser. (f) The Subadviser and Xxxxxxxx X. Xxxxx ("JHC"), the principal of the Subadviser, shall not, at any time during the term of this Agreement, beneficially own, in the aggregate, in excess of 24.90% of the capital accounts or other equity interests in any pooled investment vehicle managed by the Subadviser and/or JHC, including any limited partnerships or other entities in which the Subadviser and/or JHC has an interest as a general partner and/or otherwise. For purposes of this paragraph, "beneficial ownership" shall be interpreted in the same manner as it would be in determining whether a person is subject to the provisions of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, and includes ownership by a member of the person's immediate family (such as spouse, minor children and adults living in such person's home) and trusts of which such person or such an immediate family member is a trustee or in which any such person has a beneficial interest.

REPRESENTATIONS AND COVENANTS OF SUBADVISER. The Subadviser hereby represents and warrants to, and covenants and agrees with, the Adviser, as follows: (a) The Subadviser Subadviser: (a) is a limited liability company duly organized and validly existing under Pennsylvania law with the laws of Delaware power to own and has full power possess the Subadviser's assets and authority to enter into this Agreement and perform its obligations hereunder. The execution, delivery and performance of this Agreement have been duly authorized by all requisite action carry on the part of the Subadviser and Subadviser's business as this Agreement business is a legal, valid and binding obligation of the Subadviser. This Agreement does not conflict with or violate the governing instrument(s) of the Subadviser or any agreement to which the Subadviser is a party and does not require the consent, approval or authorization of any person. now being conducted; (b) The Subadviser (i) is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (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 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) 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 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; (c) is not prohibited by the Investment Company Act of 1940, as amended (the "1940 Act"), or the Advisers Act from performing the services contemplated by this Agreement; (d) has met, and shall continue to seek to meet for the duration of this Agreement, 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 (ve) will shall promptly notify the Adviser in writing of the occurrence of any event that would or is reasonably likely to disqualify the Subadviser from serving as an investment adviser of to an investment company pursuant to Section 9(a) of the 1940 Act or otherwiseXxx. (cb) The Subadviser has adopted shall manage the amounts in a written code of ethics complying Portfolio in accordance with the requirements prospectus and statement of Rule 17j-1 under additional information, with respect to the 1940 Act Portfolio, and shall provide the Adviser in compliance with a copy of such code of ethics, together with evidence of its adoption. Within 30 days Section 817(h) of the end United States Internal Revenue Code of 1986, as amended (the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of the Subadviser shall certify to the Adviser that the Subadviser has, to its knowledge, complied with the requirements of Rule 17j-1 applicable to the Series during the previous year and that"Code"), to the Subadviser's knowledgeextent applicable, there has been no material violation of the Subadviser's code of ethics applicable to the Series or, if such a violation has occurred, that appropriate action was taken in response to such violation. Upon the request of the Adviserand United States Treasury Regulation Section 1.817-5; furthermore, the Subadviser shall permit promptly inform the AdviserAdviser and Fund if any information in the prospectus or statement of additional information, its employees with respect to the Portfolio, or agents if any action relating to examine the reports required to be made by the Subadviser by Rule 17j-1(c)(1) and all other records relevant to or 5 the Subadviser's code of ethics. (d) The Subadviser has provided the Adviser with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed or deemed filed with the Securities and Exchange Commission ("SEC"), and shall promptly furnish a copy of all amendments thereto services to the Adviser. Portfolio is (eor will become) The Subadviser shall promptly notify the Adviser of any changes in the controlling member(s)inaccurate, in the portfolio manager responsible for the Series or in the manager of the Subadviserincomplete, or if there is otherwise an actual change in control no longer compliant with Code Section 817(h) or management of the SubadviserSection 1.817-5, supra. (f) The Subadviser and Xxxxxxxx X. Xxxxx ("JHC"), the principal of the Subadviser, shall not, at any time during the term of this Agreement, beneficially own, in the aggregate, in excess of 24.90% of the capital accounts or other equity interests in any pooled investment vehicle managed by the Subadviser and/or JHC, including any limited partnerships or other entities in which the Subadviser and/or JHC has an interest as a general partner and/or otherwise. For purposes of this paragraph, "beneficial ownership" shall be interpreted in the same manner as it would be in determining whether a person is subject to the provisions of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, and includes ownership by a member of the person's immediate family (such as spouse, minor children and adults living in such person's home) and trusts of which such person or such an immediate family member is a trustee or in which any such person has a beneficial interest.

REPRESENTATIONS AND COVENANTS OF SUBADVISER. The Subadviser hereby represents and warrants to, and covenants and agrees with, the Adviser, as follows: (a) The Subadviser is a limited liability company duly existing under the laws of Delaware and has full power and authority to enter into this Agreement and perform its obligations hereunder. The execution, delivery and performance of this Agreement have been duly authorized by all requisite action on the part of the Subadviser and this Agreement is a legal, valid and binding obligation of the Subadviser. This Agreement does not conflict with or violate the governing instrument(s) of the Subadviser or any agreement to which the Subadviser is a party and does not require the consent, approval or authorization of any person. (b) The Subadviser (i) is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (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 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) 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 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 in writing of the occurrence of any event that would or is reasonably likely to disqualify the Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. (c) The Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and shall provide the Adviser with a copy of such code of ethics, together with evidence of its adoption. Within 30 days of the end of the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of the Subadviser shall certify to the Adviser that the Subadviser has, to its knowledge, complied with the requirements of Rule 17j-1 applicable to the Series during the previous year and that, to the Subadviser's ’s knowledge, there has been no material violation of the Subadviser's ’s code of ethics applicable to the Series or, if such a violation has occurred, that appropriate action was taken in response to such violation. Upon the request of the Adviser, the Subadviser shall permit the Adviser, its employees or agents to examine the reports required to be made by the Subadviser by Rule 17j-1(c)(1) and all other records relevant to the Subadviser's ’s code of ethics. (d) The Subadviser has provided the Adviser with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed or deemed filed with the Securities and Exchange Commission ("“SEC"”), and shall promptly furnish a copy of all amendments thereto to the Adviser. (e) The Subadviser shall promptly notify the Adviser of any changes in the controlling member(s), in the portfolio manager responsible for the Series or in the manager of the Subadviser, or if there is otherwise an actual change in control or management of the Subadviser. (f) The Subadviser and Xxxxxxxx X. Xxxxx ("“JHC"”), the principal of the Subadviser, shall not, at any time during the term of this Agreement, beneficially own, in the aggregate, in excess of 24.90% of the capital accounts or other equity interests in any pooled investment vehicle managed by the Subadviser and/or JHC, including any limited partnerships or other entities in which the Subadviser and/or JHC has an interest as a general partner and/or otherwise. For purposes of this paragraph, "“beneficial ownership" ” shall be interpreted in the same manner as it would be in determining whether a person is subject to the provisions of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, and includes ownership by a member of the person's ’s immediate family (such as spouse, minor children and adults living in such person's ’s home) and trusts of which such person or such an immediate family member is a trustee or in which any such person has a beneficial interest.

REPRESENTATIONS AND COVENANTS OF SUBADVISER. The Subadviser hereby represents and warrants to, and covenants and agrees with, the Adviser, as follows: (a) The Subadviser Subadviser: (a) is a limited liability company duly organized and validly existing under Massachusetts law with the laws of Delaware power to own and has full power possess the Subadviser's assets and authority to enter into this Agreement and perform its obligations hereunder. The execution, delivery and performance of this Agreement have been duly authorized by all requisite action carry on the part of the Subadviser and Subadviser's business as this Agreement business is a legal, valid and binding obligation of the Subadviser. This Agreement does not conflict with or violate the governing instrument(s) of the Subadviser or any agreement to which the Subadviser is a party and does not require the consent, approval or authorization of any person. now being conducted; (b) The Subadviser (i) is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (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 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) 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 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; (c) is not prohibited by the Investment Company Act of 1940, as amended (the "1940 Act"), or the Advisers Act from performing the services contemplated by this Agreement; (d) has met, and shall continue to seek to meet for the duration of this Agreement, 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 (ve) will shall promptly notify the Adviser in writing of the occurrence of any event that would or is reasonably likely to disqualify the Subadviser from serving as an investment adviser of to an investment company pursuant to Section 9(a) of the 1940 Act or otherwiseAct. (c) The Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and shall provide the Adviser with a copy of such code of ethics, together with evidence of its adoption. Within 30 days of the end of the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of the Subadviser shall certify to the Adviser that the Subadviser has, to its knowledge, complied with the requirements of Rule 17j-1 applicable to the Series during the previous year and that, to the Subadviser's knowledge, there has been no material violation of the Subadviser's code of ethics applicable to the Series or, if such a violation has occurred, that appropriate action was taken in response to such violation. Upon the request of the Adviser, the Subadviser shall permit the Adviser, its employees or agents to examine the reports required to be made by the Subadviser by Rule 17j-1(c)(1) and all other records relevant to the Subadviser's code of ethics. (d) The Subadviser has provided the Adviser with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed or deemed filed with the Securities and Exchange Commission ("SEC"), and shall promptly furnish a copy of all amendments thereto to the Adviser. (eb) The Subadviser shall manage the amounts in a Pxxxxxxxx in accordance with the prospectus and statement of additional information, with respect to the Portfolio, and in compliance with Section 817(h) of the United States Internal Revenue Code of 1986, as amended (the "Code"), to the extent applicable, and United States Treasury Regulation Section 1.817-5; furthermore, the Subadviser will promptly notify inform the Adviser of and Fund if any changes information in the controlling member(s)prospectus or statement of additional information, in with respect to the portfolio manager responsible for the Series or in the manager of the SubadviserPortfolio, or if there is otherwise an actual change in control any action relating to the Subadviser or management of the Subadviser. (f) The Subadviser and Xxxxxxxx X. Xxxxx ("JHC"), the principal of the Subadviser, shall not, at any time during the term of this Agreement, beneficially own, in the aggregate, in excess of 24.90% of the capital accounts or other equity interests in any pooled investment vehicle managed by the Subadviser and/or JHC, including any limited partnerships or other entities in which the Subadviser and/or JHC has an interest as a general partner and/or otherwise. For purposes of this paragraph, "beneficial ownership" shall be interpreted in the same manner as it would be in determining whether a person is subject 's services to the provisions of Portfolio is (or will become) inaccurate, incomplete, or no longer compliant with Code Section 16 of the Securities Exchange Act of 1934817(h) or Section 1.817-5, as amended, and the rules and regulations thereunder, and includes ownership by a member of the person's immediate family (such as spouse, minor children and adults living in such person's home) and trusts of which such person or such an immediate family member is a trustee or in which any such person has a beneficial interestsupra.

REPRESENTATIONS AND COVENANTS OF SUBADVISER. The Subadviser hereby represents and warrants to, and covenants and agrees with, the Adviser, as follows: (a) The Subadviser Subadviser: (a) is a limited liability company duly organized and validly existing under Massachusetts law with the laws of Delaware power to own and has full power possess the Subadviser's assets and authority to enter into this Agreement and perform its obligations hereunder. The execution, delivery and performance of this Agreement have been duly authorized by all requisite action carry on the part of the Subadviser and Subadviser's business as this Agreement business is a legal, valid and binding obligation of the Subadviser. This Agreement does not conflict with or violate the governing instrument(s) of the Subadviser or any agreement to which the Subadviser is a party and does not require the consent, approval or authorization of any person. now being conducted; (b) The Subadviser (i) is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (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 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) 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 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; (c) is not prohibited by the Investment Company Act of 1940, as amended (the "1940 Act"), or the Advisers Act from performing the services contemplated by this Agreement; (d) has met, and shall continue to seek to meet for the duration of this Agreement, 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 (ve) will shall promptly notify the Adviser in writing of the occurrence of any event that would or is reasonably likely to disqualify the Subadviser from serving as an investment adviser of to an investment company pursuant to Section 9(a) of the 1940 Act or otherwiseXxx. (c) The Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and shall provide the Adviser with a copy of such code of ethics, together with evidence of its adoption. Within 30 days of the end of the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of the Subadviser shall certify to the Adviser that the Subadviser has, to its knowledge, complied with the requirements of Rule 17j-1 applicable to the Series during the previous year and that, to the Subadviser's knowledge, there has been no material violation of the Subadviser's code of ethics applicable to the Series or, if such a violation has occurred, that appropriate action was taken in response to such violation. Upon the request of the Adviser, the Subadviser shall permit the Adviser, its employees or agents to examine the reports required to be made by the Subadviser by Rule 17j-1(c)(1) and all other records relevant to the Subadviser's code of ethics. (d) The Subadviser has provided the Adviser with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed or deemed filed with the Securities and Exchange Commission ("SEC"), and shall promptly furnish a copy of all amendments thereto to the Adviser. (eb) The Subadviser shall manage the amounts in a Portfolio in accordance with the prospectus and statement of additional information, with respect to the Portfolio, and in compliance with Section 817(h) of the United States Internal Revenue Code of 1986, as amended (the "Code"), to the extent applicable, and United States Treasury Regulation Section 1.817-5; furthermore, the Subadviser will promptly notify inform the Adviser of and Fund if any changes information in the controlling member(s)prospectus or 5 statement of additional information, in with respect to the portfolio manager responsible for the Series or in the manager of the SubadviserPortfolio, or if there is otherwise an actual change in control any action relating to the Subadviser or management of the Subadviser. (f) The Subadviser and Xxxxxxxx X. Xxxxx ("JHC"), the principal of the Subadviser, shall not, at any time during the term of this Agreement, beneficially own, in the aggregate, in excess of 24.90% of the capital accounts or other equity interests in any pooled investment vehicle managed by the Subadviser and/or JHC, including any limited partnerships or other entities in which the Subadviser and/or JHC has an interest as a general partner and/or otherwise. For purposes of this paragraph, "beneficial ownership" shall be interpreted in the same manner as it would be in determining whether a person is subject 's services to the provisions of Portfolio is (or will become) inaccurate, incomplete, or no longer compliant with Code Section 16 of the Securities Exchange Act of 1934817(h) or Section 1.817-5, as amended, and the rules and regulations thereunder, and includes ownership by a member of the person's immediate family (such as spouse, minor children and adults living in such person's home) and trusts of which such person or such an immediate family member is a trustee or in which any such person has a beneficial interestsupra.

REPRESENTATIONS AND COVENANTS OF SUBADVISER. The Subadviser hereby represents and warrants to, and covenants and agrees with, the Adviser, as follows: (a) The Subadviser Subadviser: (a) is a limited liability company duly organized and validly existing under California law with the laws of Delaware power to own and has full power possess the Subadviser's assets and authority to enter into this Agreement and perform its obligations hereunder. The execution, delivery and performance of this Agreement have been duly authorized by all requisite action carry on the part of the Subadviser and Subadviser's business as this Agreement business is a legal, valid and binding obligation of the Subadviser. This Agreement does not conflict with or violate the governing instrument(s) of the Subadviser or any agreement to which the Subadviser is a party and does not require the consent, approval or authorization of any person. now being conducted; (b) The Subadviser (i) is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (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 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) 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 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; (c) is not prohibited by the Investment Company Act of 1940, as amended (the "1940 Act"), or the Advisers Act from performing the services contemplated by this Agreement; (d) has met, and shall continue to seek to meet for the duration of this Agreement, 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 (ve) will shall promptly notify the Adviser in writing of the occurrence of any event that would or is reasonably likely to disqualify the Subadviser from serving as an investment adviser of to an investment company pursuant to Section 9(a) of the 1940 Act or otherwiseXxx. (cb) The Subadviser has adopted shall manage the amounts in a written code of ethics complying Portfolio in accordance with the requirements prospectus and statement of Rule 17j-1 under additional information, with respect to the 1940 Act Portfolio, 5 and shall provide the Adviser in compliance with a copy of such code of ethics, together with evidence of its adoption. Within 30 days Section 817(h) of the end United States Internal Revenue Code of 1986, as amended (the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of the Subadviser shall certify to the Adviser that the Subadviser has, to its knowledge, complied with the requirements of Rule 17j-1 applicable to the Series during the previous year and that"Code"), to the Subadviser's knowledgeextent applicable, there has been no material violation of the Subadviser's code of ethics applicable to the Series or, if such a violation has occurred, that appropriate action was taken in response to such violation. Upon the request of the Adviserand United States Treasury Regulation Section 1.817-5; furthermore, the Subadviser shall permit promptly inform the AdviserAdviser and Fund if any information in the prospectus or statement of additional information, its employees with respect to the Portfolio, or agents if any action relating to examine the reports required to be made by the Subadviser by Rule 17j-1(c)(1) and all other records relevant to or the Subadviser's code of ethics. (d) The Subadviser has provided the Adviser with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed or deemed filed with the Securities and Exchange Commission ("SEC"), and shall promptly furnish a copy of all amendments thereto services to the Adviser. Portfolio is (eor will become) The Subadviser shall promptly notify the Adviser of any changes in the controlling member(s)inaccurate, in the portfolio manager responsible for the Series or in the manager of the Subadviserincomplete, or if there is otherwise an actual change in control no longer compliant with Code Section 817(h) or management of the SubadviserSection 1.817-5, supra. (f) The Subadviser and Xxxxxxxx X. Xxxxx ("JHC"), the principal of the Subadviser, shall not, at any time during the term of this Agreement, beneficially own, in the aggregate, in excess of 24.90% of the capital accounts or other equity interests in any pooled investment vehicle managed by the Subadviser and/or JHC, including any limited partnerships or other entities in which the Subadviser and/or JHC has an interest as a general partner and/or otherwise. For purposes of this paragraph, "beneficial ownership" shall be interpreted in the same manner as it would be in determining whether a person is subject to the provisions of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, and includes ownership by a member of the person's immediate family (such as spouse, minor children and adults living in such person's home) and trusts of which such person or such an immediate family member is a trustee or in which any such person has a beneficial interest.

REPRESENTATIONS AND COVENANTS OF SUBADVISER. The Subadviser hereby represents and warrants to, and covenants and agrees with, the Adviser, as follows: (a) The Subadviser is a limited liability company duly existing under the laws of Delaware and has full power and authority to enter into this Agreement and perform its obligations hereunder. The execution, delivery and performance of this Agreement have been duly authorized by all requisite action on the part of the Subadviser and this Agreement is a legal, valid and binding obligation of the Subadviser. This Agreement does not conflict with or violate the governing instrument(s) of the Subadviser or any agreement to which the Subadviser is a party and does not require the consent, approval or authorization of any person. (b) The Subadviser (i) is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (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 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) 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 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 in writing of the occurrence of any event that would or is reasonably likely to disqualify the Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. (cb) The Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and shall provide the Adviser with a copy of such code of ethics, together with evidence of its adoption. Within 30 days of the end of the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of the Subadviser shall certify to the Adviser that the Subadviser has, to its knowledge, complied with the requirements of Rule 17j-1 applicable to the Series during the previous year and that, to the Subadviser's knowledge, there has been no material violation of the Subadviser's code of ethics applicable to the Series or, if such a violation has occurred, that appropriate action was taken in response to such violation. Upon the request of the Adviser, the Subadviser shall permit the Adviser, its employees or agents to examine the reports required to be made by the Subadviser by Rule 17j-1(c)(1) and all other records relevant to the Subadviser's code of ethics. (dc) The Subadviser has provided the Adviser with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed or deemed filed with the Securities and Exchange Commission ("SEC"), and promptly shall promptly furnish a copy of all amendments thereto to the AdviserAdviser at least annually. (ed) The Subadviser shall promptly notify the Adviser of any changes in the controlling member(s), in the portfolio manager responsible for the Series or in the manager of the Subadviser, or if there is otherwise an actual change in control or management of the Subadviser. (fe) The Subadviser and Xxxxxxxx X. Xxxxx ("JHC"), the principal of the Subadviser, shall not, at any time during the term of this Agreement, beneficially own, in the aggregate, in excess of 24.90% of the capital accounts or other equity interests in any pooled investment vehicle managed by the Subadviser and/or JHC, including any limited partnerships or other entities in which the Subadviser and/or JHC has an interest as a general partner and/or otherwise. For purposes of this paragraph, "beneficial ownership" shall be interpreted in the same manner as it would be in determining whether a person is subject to the provisions of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, and includes ownership by a member of the person's immediate family (such as spouse, minor children and adults living in such person's home) and trusts of which such person or such an immediate family member is a trustee or in which any such person has a beneficial interest. (f) The Subadviser shall not in any way refer directly or indirectly to its relationship with the Series or the Adviser or any of their respective affiliates in offering, marketing or other promotional materials without the prior written consent of the Adviser.

REPRESENTATIONS AND COVENANTS OF SUBADVISER. The Subadviser hereby represents and warrants to, and covenants and agrees with, the Adviser, as follows: (a) The Subadviser Subadviser: (a) is a limited liability company duly organized and validly existing under Massachusetts law with the laws of Delaware power to own and has full power possess the Subadviser's assets and authority to enter into this Agreement and perform its obligations hereunder. The execution, delivery and performance of this Agreement have been duly authorized by all requisite action carry on the part of the Subadviser and Subadviser's business as this Agreement business is a legal, valid and binding obligation of the Subadviser. This Agreement does not conflict with or violate the governing instrument(s) of the Subadviser or any agreement to which the Subadviser is a party and does not require the consent, approval or authorization of any person. now being conducted; (b) The Subadviser (i) is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (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 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) 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 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; (c) is not prohibited by the Investment Company Act of 1940, as amended (the "1940 Act"), or the Advisers Act from performing the services contemplated by this Agreement; (d) has met, and shall continue to seek to meet for the duration of this Agreement, 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 (ve) will shall promptly notify the Adviser in writing of the occurrence of any event that would or is reasonably likely to disqualify the Subadviser from serving as an investment adviser of to an investment company pursuant to Section 9(a) of the 1940 Act or otherwiseXxx. (cb) The Subadviser has adopted shall manage the amounts in a written code of ethics complying Portfolio in accordance with the requirements prospectus and statement of Rule 17j-1 under additional information, with respect to the 1940 Act Portfolio, 4 5 and shall provide the Adviser in compliance with a copy of such code of ethics, together with evidence of its adoption. Within 30 days Section 817(h) of the end United States Internal Revenue Code of 1986, as amended (the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of the Subadviser shall certify to the Adviser that the Subadviser has, to its knowledge, complied with the requirements of Rule 17j-1 applicable to the Series during the previous year and that"Code"), to the Subadviser's knowledgeextent applicable, there has been no material violation of the Subadviser's code of ethics applicable to the Series or, if such a violation has occurred, that appropriate action was taken in response to such violation. Upon the request of the Adviserand United States Treasury Regulation Section 1.817-5; furthermore, the Subadviser shall permit promptly inform the AdviserAdviser and Fund if any information in the prospectus or statement of additional information, its employees with respect to the Portfolio, or agents if any action relating to examine the reports required to be made by the Subadviser by Rule 17j-1(c)(1) and all other records relevant to or the Subadviser's code of ethics. (d) The Subadviser has provided the Adviser with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed or deemed filed with the Securities and Exchange Commission ("SEC"), and shall promptly furnish a copy of all amendments thereto services to the Adviser. Portfolio is (eor will become) The Subadviser shall promptly notify the Adviser of any changes in the controlling member(s)inaccurate, in the portfolio manager responsible for the Series or in the manager of the Subadviserincomplete, or if there is otherwise an actual change in control no longer compliant with Code Section 817(h) or management of the SubadviserSection 1.817-5, supra. (f) The Subadviser and Xxxxxxxx X. Xxxxx ("JHC"), the principal of the Subadviser, shall not, at any time during the term of this Agreement, beneficially own, in the aggregate, in excess of 24.90% of the capital accounts or other equity interests in any pooled investment vehicle managed by the Subadviser and/or JHC, including any limited partnerships or other entities in which the Subadviser and/or JHC has an interest as a general partner and/or otherwise. For purposes of this paragraph, "beneficial ownership" shall be interpreted in the same manner as it would be in determining whether a person is subject to the provisions of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, and includes ownership by a member of the person's immediate family (such as spouse, minor children and adults living in such person's home) and trusts of which such person or such an immediate family member is a trustee or in which any such person has a beneficial interest.

REPRESENTATIONS AND COVENANTS OF SUBADVISER. The Subadviser hereby represents and warrants to, and covenants and agrees with, the Adviser, as follows: (a) The Subadviser Subadviser: (a) is a limited liability company duly organized and validly existing under Pennsylvania law with the laws of Delaware power to own and has full power possess the Subadviser's assets and authority to enter into this Agreement and perform its obligations hereunder. The execution, delivery and performance of this Agreement have been duly authorized by all requisite action carry on the part of the Subadviser and Subadviser's business as this Agreement business is a legal, valid and binding obligation of the Subadviser. This Agreement does not conflict with or violate the governing instrument(s) of the Subadviser or any agreement to which the Subadviser is a party and does not require the consent, approval or authorization of any person. now being conducted; (b) The Subadviser (i) is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (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 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) 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 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; (c) is not prohibited by the Investment Company Act of 1940, as amended (the "1940 Act"), or the Advisers Act from performing the services contemplated by this Agreement; (d) has met, and shall continue to seek to meet for the duration of this Agreement, 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 (ve) will shall promptly notify the Adviser in writing of the occurrence of any event that would or is reasonably likely to disqualify the Subadviser from serving as an investment adviser of to an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.Act. 5 (c) The Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and shall provide the Adviser with a copy of such code of ethics, together with evidence of its adoption. Within 30 days of the end of the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of the Subadviser shall certify to the Adviser that the Subadviser has, to its knowledge, complied with the requirements of Rule 17j-1 applicable to the Series during the previous year and that, to the Subadviser's knowledge, there has been no material violation of the Subadviser's code of ethics applicable to the Series or, if such a violation has occurred, that appropriate action was taken in response to such violation. Upon the request of the Adviser, the Subadviser shall permit the Adviser, its employees or agents to examine the reports required to be made by the Subadviser by Rule 17j-1(c)(1) and all other records relevant to the Subadviser's code of ethics. (d) The Subadviser has provided the Adviser with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed or deemed filed with the Securities and Exchange Commission ("SEC"), and shall promptly furnish a copy of all amendments thereto to the Adviser. (eb) The Subadviser shall manage the amounts in a Portfolio in accordance with the prospectus and statement of additional information, with respect to the Portfolio, and in compliance with Section 817(h) of the United States Internal Revenue Code of 1986, as amended (the "Code"), to the extent applicable, and United States Treasury Regulation Section 1.817-5; furthermore, the Subadviser will promptly notify inform the Adviser of and Fund if any changes information in the controlling member(s)prospectus or statement of additional information, in with respect to the portfolio manager responsible for the Series or in the manager of the SubadviserPortfolio, or if there is otherwise an actual change in control any action relating to the Subadviser or management of the Subadviser. (f) The Subadviser and Xxxxxxxx X. Xxxxx ("JHC"), the principal of the Subadviser, shall not, at any time during the term of this Agreement, beneficially own, in the aggregate, in excess of 24.90% of the capital accounts or other equity interests in any pooled investment vehicle managed by the Subadviser and/or JHC, including any limited partnerships or other entities in which the Subadviser and/or JHC has an interest as a general partner and/or otherwise. For purposes of this paragraph, "beneficial ownership" shall be interpreted in the same manner as it would be in determining whether a person is subject 's services to the provisions of Portfolio is (or will become) inaccurate, incomplete, or no longer compliant with Code Section 16 of the Securities Exchange Act of 1934817(h) or Section 1.817-5, as amended, and the rules and regulations thereunder, and includes ownership by a member of the person's immediate family (such as spouse, minor children and adults living in such person's home) and trusts of which such person or such an immediate family member is a trustee or in which any such person has a beneficial interestsupra.

REPRESENTATIONS AND COVENANTS OF SUBADVISER. The Subadviser hereby represents and warrants to, and covenants and agrees with, the Adviser, as follows: (a) The Subadviser Subadviser: (a) is a limited liability company duly organized and validly existing under North Carolina law with the laws of Delaware power to own and has full power possess the Subadviser's assets and authority to enter into this Agreement and perform its obligations hereunder. The execution, delivery and performance of this Agreement have been duly authorized by all requisite action carry on the part of the Subadviser and Subadviser's business as this Agreement business is a legal, valid and binding obligation of the Subadviser. This Agreement does not conflict with or violate the governing instrument(s) of the Subadviser or any agreement to which the Subadviser is a party and does not require the consent, approval or authorization of any person. now being conducted; (b) The Subadviser (i) is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (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 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) 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 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; (c) is not prohibited by the Investment Company Act of 1940, as amended (the "1940 Act"), or the Advisers Act from performing the services contemplated by this Agreement; (d) has met, and shall continue to seek to meet for the duration of this Agreement, 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 (ve) will shall promptly notify the Adviser in writing of the occurrence of any event that would or is reasonably likely to disqualify the Subadviser from serving as an investment adviser of to an investment company pursuant to Section 9(a) of the 1940 Act or otherwiseXxx. (cb) The Subadviser has adopted will manage the amounts in a written code of ethics complying Portfolio in accordance with the requirements prospectus and statement of Rule 17j-1 under additional information, with respect to the 1940 Act Portfolio, and shall provide the Adviser in compliance with a copy of such code of ethics, together with evidence of its adoption. Within 30 days Section 817(h) of the end United States Internal Revenue Code of 1986, as amended (the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of the Subadviser shall certify to the Adviser that the Subadviser has, to its knowledge, complied with the requirements of Rule 17j-1 applicable to the Series during the previous year and that"Code"), to the Subadviser's knowledgeextent applicable, there has been no material violation and United States Treasury Regulation Section 1.817-5; furthermore, the Subadviser will promptly inform the Adviser and Fund if any information in the prospectus or statement of additional information, with respect to the Portfolio, or if any action relating to the Subadviser or the Subadviser's code of ethics applicable services to the Series orPortfolio is (or will become) inaccurate, if such a violation has occurred, that appropriate action was taken in response to such violation. Upon the request of the Adviser, the Subadviser shall permit the Adviser, its employees or agents to examine the reports required to be made by the Subadviser by Rule 17j-1(c)(1) and all other records relevant to the Subadviser's code of ethics. (d) The Subadviser has provided the Adviser with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed or deemed filed with the Securities and Exchange Commission ("SEC"), and shall promptly furnish a copy of all amendments thereto to the Adviser. (e) The Subadviser shall promptly notify the Adviser of any changes in the controlling member(s), in the portfolio manager responsible for the Series or in the manager of the Subadviserincomplete, or if there is otherwise an actual change in control no longer compliant with Code Section 817(h) or management of the SubadviserSection 1.817-5, supra. (f) The Subadviser and Xxxxxxxx X. Xxxxx ("JHC"), the principal of the Subadviser, shall not, at any time during the term of this Agreement, beneficially own, in the aggregate, in excess of 24.90% of the capital accounts or other equity interests in any pooled investment vehicle managed by the Subadviser and/or JHC, including any limited partnerships or other entities in which the Subadviser and/or JHC has an interest as a general partner and/or otherwise. For purposes of this paragraph, "beneficial ownership" shall be interpreted in the same manner as it would be in determining whether a person is subject to the provisions of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, and includes ownership by a member of the person's immediate family (such as spouse, minor children and adults living in such person's home) and trusts of which such person or such an immediate family member is a trustee or in which any such person has a beneficial interest.

REPRESENTATIONS AND COVENANTS OF SUBADVISER. The Subadviser hereby represents and warrants to, and covenants and agrees with, the Adviser, as follows: (a) The Subadviser Subadviser: (a) is a limited liability company duly organized and validly existing under California law with the laws of Delaware power to own and has full power possess the Subadviser's assets and authority to enter into this Agreement and perform its obligations hereunder. The execution, delivery and performance of this Agreement have been duly authorized by all requisite action carry on the part of the Subadviser and Subadviser's business as this Agreement business is a legal, valid and binding obligation of the Subadviser. This Agreement does not conflict with or violate the governing instrument(s) of the Subadviser or any agreement to which the Subadviser is a party and does not require the consent, approval or authorization of any person. now being conducted; (b) The Subadviser (i) is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (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 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) 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 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; (c) is not prohibited by the Investment Company Act of 1940, as amended (the "1940 Act"), or the Advisers Act from performing the services contemplated by this Agreement; (d) has met, and shall continue to seek to meet for the duration of this Agreement, 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 (ve) will shall promptly notify the Adviser in writing of the occurrence of any event that would or is reasonably likely to disqualify the Subadviser from serving as an investment adviser of to an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.Act. 5 (cb) The Subadviser has adopted shall manage the amounts in a written code of ethics complying Portfolio in accordance with the requirements prospectus and statement of Rule 17j-1 under additional information, with respect to the 1940 Act Portfolio, and shall provide the Adviser in compliance with a copy of such code of ethics, together with evidence of its adoption. Within 30 days Section 817(h) of the end United States Internal Revenue Code of 1986, as amended (the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of the Subadviser shall certify to the Adviser that the Subadviser has, to its knowledge, complied with the requirements of Rule 17j-1 applicable to the Series during the previous year and that"Code"), to the Subadviser's knowledgeextent applicable, there has been no material violation of the Subadviser's code of ethics applicable to the Series or, if such a violation has occurred, that appropriate action was taken in response to such violation. Upon the request of the Adviserand United States Treasury Regulation Section 1.817-5; furthermore, the Subadviser shall permit promptly inform the AdviserAdviser and Fund if any information in the prospectus or statement of additional information, its employees with respect to the Portfolio, or agents if any action relating to examine the reports required to be made by the Subadviser by Rule 17j-1(c)(1) and all other records relevant to or the Subadviser's code of ethics. (d) The Subadviser has provided the Adviser with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed or deemed filed with the Securities and Exchange Commission ("SEC"), and shall promptly furnish a copy of all amendments thereto services to the Adviser. Portfolio is (eor will become) The Subadviser shall promptly notify the Adviser of any changes in the controlling member(s)inaccurate, in the portfolio manager responsible for the Series or in the manager of the Subadviserincomplete, or if there is otherwise an actual change in control no longer compliant with Code Section 817(h) or management of the SubadviserSection 1.817-5, supra. (f) The Subadviser and Xxxxxxxx X. Xxxxx ("JHC"), the principal of the Subadviser, shall not, at any time during the term of this Agreement, beneficially own, in the aggregate, in excess of 24.90% of the capital accounts or other equity interests in any pooled investment vehicle managed by the Subadviser and/or JHC, including any limited partnerships or other entities in which the Subadviser and/or JHC has an interest as a general partner and/or otherwise. For purposes of this paragraph, "beneficial ownership" shall be interpreted in the same manner as it would be in determining whether a person is subject to the provisions of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, and includes ownership by a member of the person's immediate family (such as spouse, minor children and adults living in such person's home) and trusts of which such person or such an immediate family member is a trustee or in which any such person has a beneficial interest.

REPRESENTATIONS AND COVENANTS OF SUBADVISER. The Subadviser hereby represents and warrants to, and covenants and agrees with, the Adviser, as follows: (a) The Subadviser Subadviser: (1) is a limited liability company duly organized and validly existing under Massachusetts law with the laws of Delaware power to own and has full power possess the Subadviser's assets and authority to enter into this Agreement and perform its obligations hereunder. The execution, delivery and performance of this Agreement have been duly authorized by all requisite action carry on the part of the Subadviser and this Agreement is a legal, valid and binding obligation of the Subadviser. This Agreement does not conflict with or violate the governing instrument(s) of the Subadviser or any agreement to which the Subadviser is a party and does not require the consent, approval or authorization of any person. (b) The Subadviser (i) is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the "Advisers Act"), and will continue to be so registered for so long 's business as this Agreement remains in effectbusiness is now being conducted; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) 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 regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (iv2) has the authority to enter into and perform the services contemplated by this Agreement; (3) is not prohibited by the Investment Company Act of 1940, as amended (the "1940 Act"), or the Advisers Act from performing the services contemplated by this Agreement; (4) has met, and shall continue to seek to meet for the duration of this Agreement, 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 (v5) will shall promptly notify the Adviser in writing of the occurrence of any event that would or is reasonably likely to disqualify the Subadviser from serving as an investment adviser of to an investment company pursuant to Section 9(a) of the 1940 Act or otherwise0000 Xxx. (cb) The Subadviser has adopted shall manage the amounts in a written code of ethics complying Portfolio in accordance with the requirements prospectus and statement of Rule 17j-1 under additional information, with respect to the 1940 Act Portfolio, and shall provide the Adviser in compliance with a copy of such code of ethics, together with evidence of its adoption. Within 30 days Section 817(h) of the end United States Internal Revenue Code of 1986, as amended (the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of the Subadviser shall certify to the Adviser that the Subadviser has, to its knowledge, complied with the requirements of Rule 17j-1 applicable to the Series during the previous year and that"Code"), to the Subadviser's knowledgeextent applicable, there has been no material violation of the Subadviser's code of ethics applicable to the Series or, if such a violation has occurred, that appropriate action was taken in response to such violation. Upon the request of the Adviserand United States Treasury Regulation Section 1.817-5; furthermore, the Subadviser shall permit promptly inform the AdviserAdviser and Fund if any information in the prospectus or statement of additional information, its employees with respect to the Portfolio, or agents if any action relating to examine the reports required to be made by the Subadviser by Rule 17j-1(c)(1) and all other records relevant to or the Subadviser's code of ethics. (d) The Subadviser has provided the Adviser with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed or deemed filed with the Securities and Exchange Commission ("SEC"), and shall promptly furnish a copy of all amendments thereto services to the Adviser. Portfolio is (eor will become) The Subadviser shall promptly notify the Adviser of any changes in the controlling member(s)inaccurate, in the portfolio manager responsible for the Series or in the manager of the Subadviserincomplete, or if there is otherwise an actual change in control no longer compliant with Code Section 817(h) or management of the SubadviserSection 1.817-5, supra. (f) The Subadviser and Xxxxxxxx X. Xxxxx ("JHC"), the principal of the Subadviser, shall not, at any time during the term of this Agreement, beneficially own, in the aggregate, in excess of 24.90% of the capital accounts or other equity interests in any pooled investment vehicle managed by the Subadviser and/or JHC, including any limited partnerships or other entities in which the Subadviser and/or JHC has an interest as a general partner and/or otherwise. For purposes of this paragraph, "beneficial ownership" shall be interpreted in the same manner as it would be in determining whether a person is subject to the provisions of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, and includes ownership by a member of the person's immediate family (such as spouse, minor children and adults living in such person's home) and trusts of which such person or such an immediate family member is a trustee or in which any such person has a beneficial interest.

REPRESENTATIONS AND COVENANTS OF SUBADVISER. The Subadviser hereby represents and warrants to, and covenants and agrees with, the Adviser, as follows: (a) The Subadviser Subadviser: (a) is a limited liability company duly organized and validly existing under Florida law with the laws of Delaware power to own and has full power possess the Subadviser's assets and authority to enter into this Agreement and perform its obligations hereunder. The execution, delivery and performance of this Agreement have been duly authorized by all requisite action carry on the part of the Subadviser and Subadviser's business as this Agreement business is a legal, valid and binding obligation of the Subadviser. This Agreement does not conflict with or violate the governing instrument(s) of the Subadviser or any agreement to which the Subadviser is a party and does not require the consent, approval or authorization of any person. now being conducted; (b) The Subadviser (i) is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (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 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) 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 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; (c) is not prohibited by the Investment Company Act of 1940, as amended (the "1940 Act"), or the Advisers Act from performing the services contemplated by this Agreement; (d) has met, and shall continue to seek to meet for the duration of this Agreement, 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 (ve) will shall promptly notify the Adviser in writing of the occurrence of any event that would or is reasonably likely to disqualify the Subadviser from serving as an investment adviser of to an investment company pursuant to Section 9(a) of the 1940 Act or otherwiseXxx. (c) The Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and shall provide the Adviser with a copy of such code of ethics, together with evidence of its adoption. Within 30 days of the end of the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of the Subadviser shall certify to the Adviser that the Subadviser has, to its knowledge, complied with the requirements of Rule 17j-1 applicable to the Series during the previous year and that, to the Subadviser's knowledge, there has been no material violation of the Subadviser's code of ethics applicable to the Series or, if such a violation has occurred, that appropriate action was taken in response to such violation. Upon the request of the Adviser, the Subadviser shall permit the Adviser, its employees or agents to examine the reports required to be made by the Subadviser by Rule 17j-1(c)(1) and all other records relevant to the Subadviser's code of ethics. (d) The Subadviser has provided the Adviser with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed or deemed filed with the Securities and Exchange Commission ("SEC"), and shall promptly furnish a copy of all amendments thereto to the Adviser. (eb) The Subadviser shall manage the amounts in a Portfolio in accordance with the prospectus and statement of additional information, with respect to the Portfolio, and in compliance with Section 817(h) of the United States Internal Revenue Code of 1986, as amended (the "Code"), to the extent applicable, and United States Treasury Regulation Section 1.817-5; furthermore, the Subadviser will promptly notify inform the Adviser of and Fund if any changes information in the controlling member(s)prospectus or statement of additional information, in with respect to the portfolio manager responsible for the Series or in the manager of the SubadviserPortfolio, or if there is otherwise an actual change in control any action 5 relating to the Subadviser or management of the Subadviser. (f) The Subadviser and Xxxxxxxx X. Xxxxx ("JHC"), the principal of the Subadviser, shall not, at any time during the term of this Agreement, beneficially own, in the aggregate, in excess of 24.90% of the capital accounts or other equity interests in any pooled investment vehicle managed by the Subadviser and/or JHC, including any limited partnerships or other entities in which the Subadviser and/or JHC has an interest as a general partner and/or otherwise. For purposes of this paragraph, "beneficial ownership" shall be interpreted in the same manner as it would be in determining whether a person is subject 's services to the provisions of Portfolio is (or will become) inaccurate, incomplete, or no longer compliant with Code Section 16 of the Securities Exchange Act of 1934817(h) or Section 1.817-5, as amended, and the rules and regulations thereunder, and includes ownership by a member of the person's immediate family (such as spouse, minor children and adults living in such person's home) and trusts of which such person or such an immediate family member is a trustee or in which any such person has a beneficial interestsupra.

REPRESENTATIONS AND COVENANTS OF SUBADVISER. The Subadviser hereby represents and warrants to, and covenants and agrees with, the Adviser, as follows: (a) The Subadviser Subadviser: (a) is a limited liability company duly organized and validly existing under Delaware law with the laws of Delaware power to own and has full power possess the Subadviser's assets and authority to enter into this Agreement and perform its obligations hereunder. The execution, delivery and performance of this Agreement have been duly authorized by all requisite action carry on the part of the Subadviser and Subadviser's business as this Agreement businesses is a legalnow being conducted, valid and binding obligation of the Subadviser. This Agreement does not conflict with or violate the governing instrument(s) of the Subadviser or any agreement to which the Subadviser is a party and does not require the consent, approval or authorization of any person. (b) The Subadviser (i) is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (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 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) 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 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; , (c) is not prohibited by the Investment Company Act of 1940, as amended (the "1940 Act"), or the Advisers Act from performing the services contemplated by this Agreement, (d) has met, and shall continue to seek to meet for the duration of this Agreement, 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, (ve) will shall promptly notify the Adviser in writing of the occurrence of any event that would or is reasonably likely to disqualify the Subadviser Adviser from serving as an investment adviser of to an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. (c) The Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and shall provide the Adviser with a copy of such code of ethics, together with evidence of its adoption. Within 30 days of the end of the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of the Subadviser shall certify to the Adviser that the Subadviser has, to its knowledge, complied with the requirements of Rule 17j-1 applicable to the Series during the previous year and that, to the Subadviser's knowledge, there has been no material violation of the Subadviser's code of ethics applicable to the Series or, if such a violation has occurred, that appropriate action was taken in response to such violation. Upon the request of the Adviser, the Subadviser shall permit the Adviser, its employees or agents to examine the reports required to be made by the Subadviser by Rule 17j-1(c)(1) and all other records relevant to the Subadviser's code of ethics. (d) The Subadviser has provided the Adviser with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed or deemed filed with the Securities and Exchange Commission ("SEC")Act, and shall promptly furnish a copy of all amendments thereto to the Adviser. (ef) The Subadviser shall promptly will notify the Adviser of any changes change in the controlling member(smembership of the general partners of Alliance within a reasonable time after this change. (b) The Subadviser will manage the amounts in a Portfolio in accordance with the prospectus and statement of additional information, with respect to the Portfolio, and in compliance with Section 817(h) of the United States Internal Revenue Code of 1986, as amended (the "Code"), to the extent applicable, and United States Treasury Regulation Section 1.817-5; furthermore, the Subadviser will promptly inform the Adviser and Fund if any information in the portfolio manager responsible for prospectus or statement of additional information, with respect to the Series or in the manager of the SubadviserPortfolio, or if there is otherwise an actual change in control any action relating to the Subadviser or management of the Subadviser. (f) The Subadviser and Xxxxxxxx X. Xxxxx ("JHC"), the principal of the Subadviser, shall not, at any time during the term of this Agreement, beneficially own, in the aggregate, in excess of 24.90% of the capital accounts or other equity interests in any pooled investment vehicle managed by the Subadviser and/or JHC, including any limited partnerships or other entities in which the Subadviser and/or JHC has an interest as a general partner and/or otherwise. For purposes of this paragraph, "beneficial ownership" shall be interpreted in the same manner as it would be in determining whether a person is subject 's services to the provisions of Portfolio is (or will become) inaccurate, incomplete, or no longer compliant with Code Section 16 of the Securities Exchange Act of 1934817(h) or Section 1.817-5, as amended, and the rules and regulations thereunder, and includes ownership by a member of the person's immediate family (such as spouse, minor children and adults living in such person's home) and trusts of which such person or such an immediate family member is a trustee or in which any such person has a beneficial interestsupra.