Common use of Representations and Warranties of Advisor Clause in Contracts

Representations and Warranties of Advisor. The Advisor represents and warrants to the Sub-Advisor as follows: (a) The Advisor is registered as an investment adviser under the Investment Advisers Act; (b) The Advisor is a limited liability company duly organized and validly existing under the laws of the State of California with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder; (c) The execution, delivery and performance by the Advisor of this Agreement are within the Advisor’s powers and have been duly authorized by all necessary action on the part of its directors or shareholders, and no action by or in respect of, and no filing with, any governmental body, agency or official is required on the part of the Advisor for the execution, delivery and performance by the Advisor of this Agreement, and the execution, delivery and performance by the Advisor of this Agreement do not contravene or constitute a violation of, or a material default under, (i) any provision of applicable law, rule or regulation, (ii) the Advisor’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Advisor; (d) The Form ADV of the Advisor provided to the Sub-Advisor and the Trust is a true and complete copy of the form, including that part or parts of the Form ADV filed with the SEC, that part or parts maintained in the records of the Advisor, and/or that part or parts provided or offered to clients, in each case as required under the Investment Advisers Act and rules thereunder, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; (e) The Advisor acknowledges that it received a copy of the Sub-Advisor’s disclosure brochure pursuant to Rule 204-3 under the Investment Advisers Act prior to the execution of this Agreement; and (f) The Advisor and the Trust have duly entered into the Investment Advisory Agreement pursuant to which the Trust authorized the Advisor to delegate certain of its duties under the Investment Advisory Agreement to the investment managers, including without limitation, the appointment of a sub-advisor with respect to assets of the Fund and the Advisor’s entering into and performing this Agreement.

Representations and Warranties of Advisor. (a) The Advisor represents and warrants that it will promptly notify HRC: (i) in the event that the SEC, FINRA or any other regulatory authority has censured the Advisor’s or the Fund’s activities, functions or operations, suspended or revoked any registration, license or approval, or has commenced proceedings or an investigation that may result in any of these actions (ii) of any change to the Sub-Advisor as follows:that materially and adversely affects the Advisor’s ability to perform its obligations under this Agreement. (ab) The Advisor represents and warrants that: (i) it is a validly existing entity and has limited partnership power and authority to perform its obligations under this Agreement; (ii) this Agreement has been duly and validly authorized, executed and delivered on its behalf and constitutes its binding and enforceable obligation in accordance with its terms; (iii) the execution and delivery of this Agreement, the incurrence of its obligations herein set forth and the consummation of the transactions contemplated herein, including the payment of HRC’s compensation, will not constitute a breach of, or default under, its constituent documents or under any order, rule or regulation applicable to it of any court or any governmental body or administrative agency having jurisdiction over it; (iv) the Fund has filed or will file a registration statement relating to its Shares under the 1933 Act on Form N-2 and the registration statement, at the time it becomes effective, and the final prospectus and final statement of additional information, as of their date, conformed or will conform in all material respects to the requirements of the 1933 Act, the 1940 Act and the rules thereunder; (v) the Fund is duly qualified to transact business under the laws of each jurisdiction which requires qualification, except where the failure to so qualify or to be in good standing would not result in material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund, whether or not arising in the ordinary course of business; (vi) the Advisor is registered as an investment adviser under the Investment Advisers Act; Act of 1940, as amended; (bvii) The Advisor is a limited liability company duly organized and validly existing under the laws of registration statement, at the State of California with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder; (c) The execution, delivery and performance by the Advisor of this Agreement are within the Advisor’s powers and have been duly authorized by all necessary action on the part of its directors or shareholders, and no action by or in respect of, and no filing with, any governmental body, agency or official is required on the part of the Advisor for the execution, delivery and performance by the Advisor of this Agreementbecomes effective, and the executionfinal prospectus and final statement of additional information, delivery as of the their date, and performance any sales materials prepared by or at the Advisor direction of this Agreement the Fund or the Adviser for public use in connection with the Offering (“sales material”) do not contravene or constitute a violation of, or contain any untrue statement of a material default under, (i) any provision of applicable law, rule fact or regulation, (ii) the Advisor’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Advisor; (d) The Form ADV of the Advisor provided to the Sub-Advisor and the Trust is a true and complete copy of the form, including that part or parts of the Form ADV filed with the SEC, that part or parts maintained in the records of the Advisor, and/or that part or parts provided or offered to clients, in each case as required under the Investment Advisers Act and rules thereunder, and the information contained therein is accurate and complete in all material respects and does not omit to state any a material fact required to be stated therein or necessary in order to make the statements madetherein, in light of the circumstances under in which they were made, not misleading; ; and (eviii) The Advisor acknowledges that it received a copy the Fund’s sales materials will be filed with FINRA or the SEC as required by the rules and regulations of the Sub-Advisor’s disclosure brochure pursuant to Rule 204-3 under the Investment Advisers Act prior to the execution of this Agreement; and (f) The Advisor F1NRA and the Trust have duly entered into the Investment Advisory Agreement pursuant to which the Trust authorized the Advisor to delegate certain of its duties under the Investment Advisory Agreement to the investment managersSEC, including without limitation, the appointment of a sub-advisor with respect to assets of the Fund and the Advisor’s entering into and performing this Agreementrespectively.

Representations and Warranties of Advisor. The Advisor represents and warrants to the Sub-Advisor Subadvisor as follows: (a) The Advisor is registered as an investment adviser advisor under the Investment Advisers Act; (b) The Advisor has filed a notice of exemption pursuant to Rule 4.14 under the CEA with the CFTC and the NFA; (c) The Advisor is a limited liability company corporation duly organized and validly existing under the laws of the State of California Wisconsin with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunderconducted; (cd) The execution, delivery and performance by the Advisor of this Agreement are within the Advisor’s 's powers and have been duly authorized by all necessary action on the part of its directors or shareholders, and no action by or in respect of, and no or filing with, any governmental body, agency or official is required on the part of the Advisor for the execution, delivery and performance by the Advisor of this Agreement, and the execution, delivery and performance by the Advisor of this Agreement do not contravene or constitute a violation of, or a material default under, under (i) any provision of applicable law, rule or regulation, (ii) the Advisor’s 's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Advisor; (de) This Agreement is a valid and binding agreement of the Advisor; (f) The Advisor and any affiliated person of the Advisor have not: (i) within 10 years from the date hereof been convicted of any felony or misdemeanor involving the purchase or sale of any securities or arising out of the conduct as an underwriter, broker, dealer, investment advisor, municipal securities dealer, government securities broker, government securities dealer, transfer agent, or entity or person required to be registered under the CEA, or as an affiliated person, salesman, or employee of any investment company, bank, insurance company, or entity or person required to be registered under the CEA; or (ii) by reason of any misconduct, been permanently or temporarily enjoined by an order, judgment or decree of any court of competent jurisdiction or other governmental authority from acting as an underwriter, broker, dealer, investment advisor, municipal securities dealer, government securities broker, government securities dealer, transfer agent, or entity or person required to be registered under the CEA, or an affiliated person, salesman, or employee of any investment company, bank, insurance company, or entity or person required to be registered under the CEA or from engaging in or continuing any conduct or practice in connection with any such activity or in connection with the purchase or sale of any security; or (iii) been a party to litigation or other adversarial proceedings involving any former or current client that is material to the Advisor's business; (g) The Form ADV of the Advisor provided to the Sub-Advisor and the Trust attached hereto as Exhibit D is a true and complete copy of the form, including that part or parts of the Form ADV form filed with the SEC, that part or parts maintained in the records of the Advisor, and/or that part or parts provided or offered to clients, in each case as required under the Investment Advisers Act and rules thereunder, Commission and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; (eh) The Advisor acknowledges that it received a copy of the Sub-Advisor’s disclosure brochure pursuant to Rule 204-3 under the Investment Advisers Act Subadvisor's Form ADV at least 48 hours prior to the execution of this Agreement; and (f) The Advisor and the Trust have duly entered into the Investment Advisory Agreement pursuant to which the Trust authorized the Advisor to delegate certain of its duties under the Investment Advisory Agreement to the investment managers, including without limitation, the appointment of a sub-advisor with respect to assets of the Fund and the Advisor’s entering into and performing this Agreement.