Common use of Representations and Covenants of the Parties Clause in Contracts

Representations and Covenants of the Parties. The Subadviser hereby acknowledges that it is registered as an investment adviser under the Advisers Act and that neither it nor any affiliated person of it, as such term is defined in Section 2(a)(3) of the Investment Company Act ("affiliated person"), is subject to any disqualification that would make the Subadviser unable to serve as an investment adviser to a registered investment company under Section 9 of the Investment Company Act. The Manager and the Subadviser acknowledge that the Fund Account represents only a portion of the Fund and that the Subadviser shall not be responsible for ensuring that the Fund as a whole is managed in a manner that complies with applicable rules and regulations of the SEC and Subchapter M of the Internal Revenue Code. The Subadviser covenants that it shall carry out appropriate compliance procedures necessary to the operation of the Fund as the Subadviser and the Manager may agree including, if requested by the Manager, managing the Fund Account as if it were a separate investment company for purposes of determining compliance with the rules and regulations of the SEC, the Fund's investment policies and restrictions, and the Fund's qualification as a registered investment company under Subchapter M of the Internal Revenue Code. The Subadviser also covenants that it shall cooperate with the Manager's (or its designee's) personnel to ensure that the Fund is in conformity with such rules and regulations, investment policies and restrictions and Subchapter M, including providing such information concerning the purchase or sale of investments on behalf of the Fund Account as the Manager may request.

Representations and Covenants of the Parties. The Subadviser hereby acknowledges that it is registered as an investment adviser under the Advisers Act and that neither it nor any affiliated person of it, as such term is defined in Section 2(a)(3) of the Investment Company Act ("affiliated person"), is subject to any disqualification that would make the Subadviser unable to serve as an investment adviser to a registered investment company under Section 9 of the Investment Company Act. The Manager and the Subadviser acknowledge that the Fund Account represents only a portion of the Fund Series and that the Subadviser shall not be responsible for ensuring that the Fund Series as a whole is managed in a manner that complies with applicable rules and regulations of the SEC and Subchapter M and Section 817 of the Internal Revenue Code. The Subadviser covenants that it shall carry out appropriate compliance procedures necessary to the operation of the Fund Series as the Subadviser and the Manager may agree including, if requested by the Manager, managing the Fund Account as if it were a separate investment company for purposes of determining compliance with the rules and regulations of the SEC, the Fund's Series' investment policies and restrictions, restrictions and the Fund's Series' qualification as a registered investment company under Subchapter M and Section 817 of the Internal Revenue Code. The Subadviser also covenants that it shall cooperate with the Manager's (or its designee's) personnel to ensure that the Fund Series is in conformity with such rules and regulations, investment policies and restrictions and Subchapter MM and Section 817, including providing such information concerning the purchase or sale of investments on behalf of the Fund Account as the Manager may request.