Common use of Representations and Warranties of the Sub-Advisor Clause in Contracts

Representations and Warranties of the Sub-Advisor. The Sub-Advisor represents and warrants to each of the Underwriters as of the date hereof, as of the Closing Date and each Option Closing Date, if any, as follows: (a) The Sub-Advisor has been duly organized and is validly existing as a limited liability company under the laws of the State of [Kentucky], with full power and authority to own or lease its properties and conduct its business as described in the Registration Statement, the Prospectus and the Disclosure Package. The Sub-Advisor is duly qualified to transact business and is in good standing in all jurisdictions in which the conduct of its business requires such qualification; except where the failure to be so qualified or to be in good standing would not have a Material Adverse Effect. (b) Each Advisor Agreement to which the Sub-Advisor is a party has been duly authorized, executed and delivered by the Sub-Advisor, and constitutes a valid, legal, and binding obligation of the Sub-Advisor, enforceable in accordance with its terms, except as rights to indemnity hereunder may be limited by federal or state securities laws. The Sub-Advisor has full power and authority to enter into each Advisor Agreement to which the Sub-Advisor is a party. (c) There is no action, suit, claim or proceeding pending or, to the knowledge of the Sub-Advisor, threatened against the Sub-Advisor before any court or administrative agency or otherwise which if determined adversely to the Sub-Advisor might have a Material Adverse Effect or prevent the consummation of the transactions contemplated hereby, except as set forth in the Registration Statement, the Prospectus and the Disclosure Package. (d) Neither the Sub-Advisor, nor to the Sub-Advisor's knowledge, any of its affiliates, has taken or may take, directly or indirectly, any action designed to cause or result in, or which has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of the price of the Common Shares to facilitate the sale or resale of the Shares. (e) The Sub-Advisor carries, or is covered by, insurance, including, at a minimum, errors and omissions insurance, in such amounts and covering such risks as is adequate for the conduct of its businesses and the value of its properties and as is customary for companies engaged in similar industries. All policies of insurance insuring the Sub-Advisor or its respective businesses, assets, employees, officers and directors are in full force and effect, and the Sub-Advisor is in compliance with the terms of such policies in all material respects. There are no claims by the Sub-Advisor under any such policy or instrument as to which an insurance company is denying liability or defending under a reservation of rights clause. (f) Other than as contemplated by this Agreement, the Sub-Advisor has not incurred any liability for any finder's or broker's fee, or agent's commission in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (g) The Sub-Advisor is not, and with the giving of notice or lapse of time or both, will not be, in violation of or in default under its Certificate of Formation or operating agreement or under any agreement, lease, contract, indenture or other instrument or obligation to which it is a party or by which it, or any of its properties, is bound and which default has had or is reasonably likely to have a Material Adverse Effect. The execution and delivery of each Advisor Agreement to which the Sub-Advisor is a party and the consummation of the transactions therein contemplated and the fulfillment of the terms hereof will not (i) conflict with or otherwise violate the terms and provisions of the Certificate of Formation of the Sub-Advisor or (ii) conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any contract, indenture, mortgage, deed of trust or other agreement or instrument to which the Sub-Advisor is a party or any order, rule or regulation applicable to the Sub-Advisor of any court or of any regulatory body or administrative agency or other governmental body having jurisdiction, which breach or default has had or is reasonably likely to have a Material Adverse Effect. (h) The Sub-Advisor is duly registered as an investment adviser under the Advisers Act and is not prohibited by the Advisers Act, the 1940 Act, the Advisers Act Rules and Regulations or the Rules and Regulations under the 1940 Act from acting under the Advisor Agreements (to which such Sub-Advisor is a party) as contemplated by the Registration Statement, the Prospectus and the Disclosure Package. (i) The Sub-Advisor has the financial resources available to it necessary for the performance of its services and obligations as contemplated in the Registration Statement, the Prospectus and the Disclosure Package and under this Agreement and the Advisor Agreements (to which the Sub-Advisor is a party). (j) The description of the Sub-Advisor, its business, and the statements attributable to the Sub-Advisor, in the Registration Statement, the Prospectus and the Disclosure Package or any Preliminary Prospectus complied and comply in all material respects with the provisions of the Acts, the Advisers Act, the Rules and Regulations and the Advisers Act Rules and Regulations and did not and will not contain an untrue statement of a material fact necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading. (k) Since the date as of which information is given in the Registration Statement and the Prospectus through the date hereof, and except as may otherwise be disclosed in the Disclosure Package, there have been no transactions entered into by the Sub-Advisor which are material to the Sub-Advisor and the transactions contemplated hereby other than in the ordinary course of its business. (l) Each Advisor Agreement to which the Sub-Advisor is a party complies in all material respects with all applicable provisions of the 1940 Act, the Rules and Regulations under the 1940 Act, the Advisers Act and the Advisers Act Rules and Regulations.

Representations and Warranties of the Sub-Advisor. The Sub-Advisor represents and warrants to each of the Underwriters as of Advisor and the date hereof, as of the Closing Date and each Option Closing Date, if any, Trust as follows: (a) The Sub-Advisor has been is registered as an investment adviser under the Advisers Act; (b) The Sub-Advisor is a Corporation, duly organized and is validly existing as a limited liability company under the laws of the State of [Kentucky]Delaware, with full the power and authority to own or lease and possess its properties assets and conduct carry on its business as described it is now being conducted; (c) The execution, delivery and performance by the Sub-Advisor of this Agreement are within the Sub-Advisor’s powers and have been duly authorized by all necessary action on the part of its Board of Directors and no action by or in respect of, or filing with, any governmental body, agency or official is required on the Registration Statementpart of the Sub-Advisor for the execution, delivery and performance by the Prospectus Sub-Advisor of this Agreement, and the Disclosure Packageexecution, delivery and performance by the Sub-Advisor of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation; (ii) the Sub-Advisor’s governing instruments; or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Advisor; and (d) The Form ADV of the Sub-Advisor previously provided to the Advisor (a copy of which is attached as Exhibit B to this Agreement) is a true and complete copy of the form as currently filed with the SEC 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 are made, not misleading. The Sub-Advisor is duly qualified to transact business and is in good standing in all jurisdictions in which will promptly provide the conduct of its business requires such qualification; except where the failure to be so qualified or to be in good standing would not have a Material Adverse Effect. (b) Each Advisor Agreement to which the Sub-Advisor is a party has been duly authorized, executed and delivered by the Sub-Advisor, and constitutes a valid, legal, and binding obligation of the Sub-Advisor, enforceable in accordance with its terms, except as rights to indemnity hereunder may be limited by federal or state securities laws. The Sub-Advisor has full power and authority to enter into each Advisor Agreement to which the Sub-Advisor is a party. (c) There is no action, suit, claim or proceeding pending or, to the knowledge of the Sub-Advisor, threatened against the Sub-Advisor before any court or administrative agency or otherwise which if determined adversely to the Sub-Advisor might have a Material Adverse Effect or prevent the consummation of the transactions contemplated hereby, except as set forth in the Registration Statement, the Prospectus and the Disclosure Package. (d) Neither the Sub-Advisor, nor Trust with a complete copy of all subsequent amendments to the Sub-Advisor's knowledge, any of its affiliates, has taken or may take, directly or indirectly, any action designed to cause or result in, or which has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of the price of the Common Shares to facilitate the sale or resale of the SharesForm ADV. (e) The Sub-Advisor carriesagrees to carry at all times with companies rated by A.M. Best Company with at least an A-VII rating, or is covered byits equivalent, insurance, including, at a minimum, insurance of the kind and in the amount of: Professional errors and omissions insurance, in such amounts and liability covering such risks as is adequate for the conduct of its businesses and the value of its properties and as is customary for companies engaged in similar industries. All policies of insurance insuring the Sub-Advisor or its respective businesses, assets, employees, officers and directors are in full force and effect, and the Sub-Advisor is in compliance with the terms of such policies in all material respects. There are no claims services provided hereunder by the Sub-Advisor under with a combined single limit of not less than $5,000,000 per claim and $10,000,000 in the aggregate annually, which insurance shall be primary to any such policy or instrument as to which an insurance company is denying liability or defending under a reservation of rights clausecarried by the Advisor. (f) Other than as contemplated by this Agreement, Any coverage available to the Sub-Advisor has not incurred any liability for any finder's or broker's fee, or agent's commission in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated herebyshall apply on an excess basis. (g) The Sub-Advisor is notagrees to furnish to the Advisor certificates of insurance in form and substance reasonably acceptable to the Advisor evidencing the specified coverages and will not materially change (other than to increase the level of coverage) or terminate any of such coverages without at least 30 days’ prior written notice to the Advisor. The Sub-Advisor further agrees to notify the Advisor as soon as possible, and with the giving of notice or lapse of time or bothin any event within 60 days, will not be, in violation of or in default under its Certificate of Formation or operating agreement or under any agreement, lease, contract, indenture or other instrument or obligation to which it is a party or by which it, or any of its properties, is bound and which default has had or is reasonably likely to have a Material Adverse Effect. The execution and delivery of each Advisor Agreement to which when the Sub-Advisor is a party and the consummation receives notice of any material change or termination of the transactions therein contemplated and the fulfillment of the terms hereof will not (i) conflict with or otherwise violate the terms and provisions of the Certificate of Formation of the Sub-Advisor or (ii) conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any contract, indenture, mortgage, deed of trust or other agreement or instrument to which the Sub-Advisor is a party or any order, rule or regulation applicable to the Sub-Advisor of any court or of any regulatory body or administrative agency or other governmental body having jurisdiction, which breach or default has had or is reasonably likely to have a Material Adverse Effect. (h) The Sub-Advisor is duly registered as an investment adviser under the Advisers Act and is not prohibited by the Advisers Act, the 1940 Act, the Advisers Act Rules and Regulations or the Rules and Regulations under the 1940 Act from acting under the Advisor Agreements (to which such Sub-Advisor is a party) as contemplated by the Registration Statement, the Prospectus and the Disclosure Package. (i) The Sub-Advisor has the financial resources available to it necessary for the performance of its services and obligations as contemplated in the Registration Statement, the Prospectus and the Disclosure Package and under this Agreement and the Advisor Agreements (to which the Sub-Advisor is a party). (j) The description of the Sub-Advisor, its business, and the statements attributable to the Sub-Advisor, in the Registration Statement, the Prospectus and the Disclosure Package or any Preliminary Prospectus complied and comply in all material respects with the provisions of the Acts, the Advisers Act, the Rules and Regulations and the Advisers Act Rules and Regulations and did not and will not contain an untrue statement of a material fact necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading. (k) Since the date as of which information is given in the Registration Statement and the Prospectus through the date hereof, and except as may otherwise be disclosed in the Disclosure Package, there have been no transactions entered into by the Sub-Advisor which are material to the Sub-Advisor and the transactions contemplated hereby other than in the ordinary course of its business. (l) Each Advisor Agreement to which the Sub-Advisor is a party complies in all material respects with all applicable provisions of the 1940 Act, the Rules and Regulations under the 1940 Act, the Advisers Act and the Advisers Act Rules and Regulations.specified coverages

Representations and Warranties of the Sub-Advisor. The Sub-Advisor represents and warrants to each of the Underwriters as of Advisor and the date hereof, as of the Closing Date and each Option Closing Date, if any, Trust as follows: (a) The Sub-Advisor has been is registered as an investment adviser under the Advisers Act; (b) The Sub-Advisor is a corporation, duly organized and is validly existing as a limited liability company under the laws of the State of [Kentucky]Oregon, with full the power and authority to own or lease and possess its properties assets and conduct carry on its business as described it is now being conducted; (c) The execution, delivery and performance by the Sub-Advisor of this Agreement are within the Sub-Advisor's powers and have been duly authorized by all necessary action on the part of its Board of Directors and no action by or in respect of, or filing with, any governmental body, agency or official is required on the Registration Statementpart of the Sub-Advisor for the execution, delivery and performance by the Prospectus Sub-Advisor of this Agreement, and the Disclosure Packageexecution, delivery and performance by the Sub-Advisor of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation; (ii) the Sub-Advisor's governing instruments; or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Advisor; and (d) The Form ADV of the Sub-Advisor previously provided to the Advisor (a copy of which is attached as Exhibit B to this Agreement) is a true and complete copy of the form as currently filed with the SEC 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 are made, not misleading. The Sub-Advisor is duly qualified to transact business and is in good standing in all jurisdictions in which will promptly provide the conduct of its business requires such qualification; except where the failure to be so qualified or to be in good standing would not have a Material Adverse Effect. (b) Each Advisor Agreement to which the Sub-Advisor is a party has been duly authorized, executed and delivered by the Sub-Advisor, and constitutes a valid, legal, and binding obligation of the Sub-Advisor, enforceable in accordance with its terms, except as rights to indemnity hereunder may be limited by federal or state securities laws. The Sub-Advisor has full power and authority to enter into each Advisor Agreement to which the Sub-Advisor is a party. (c) There is no action, suit, claim or proceeding pending or, to the knowledge of the Sub-Advisor, threatened against the Sub-Advisor before any court or administrative agency or otherwise which if determined adversely to the Sub-Advisor might have a Material Adverse Effect or prevent the consummation of the transactions contemplated hereby, except as set forth in the Registration Statement, the Prospectus and the Disclosure Package. (d) Neither the Sub-Advisor, nor Trust with a complete copy of all subsequent amendments to the Sub-Advisor's knowledge, any of its affiliates, has taken or may take, directly or indirectly, any action designed to cause or result in, or which has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of the price of the Common Shares to facilitate the sale or resale of the SharesForm ADV. (e) The Sub-Advisor carriesagrees to carry at all times and with companies acceptable to the Advisor, and which companies are rated by A.M. Best Company with at least an A-VII rating, or is covered byits equivalent, insurance, including, at a minimum, insurance of the kinds and in the amounts of professional errors and omissions insurance, in such amounts and liability covering such risks as is adequate for the conduct of its businesses and the value of its properties and as is customary for companies engaged in similar industries. All policies of insurance insuring the Sub-Advisor or its respective businesses, assets, employees, officers and directors are in full force and effect, and the Sub-Advisor is in compliance with the terms of such policies in all material respects. There are no claims services provided hereunder by the Sub-Advisor under with a combined single limit of not less than $5,000,000 per claim and $5,000,000 in the aggregate annually, which insurance shall be primary to any such policy or instrument as to which an insurance company is denying liability or defending under a reservation of rights clausecarried by the Advisor. (f) Other than as contemplated by this Agreement, Any coverage available to the Advisor shall apply on an excess basis. Sub-Advisor has not incurred agrees that Sub-Advisor, Sub-Advisor's insurer(s) and anyone claiming by, through or on Sub-Advisor's behalf shall have no claim, right of action or right of subrogation against the Advisor based on any loss or liability for any finder's or broker's fee, or agent's commission in connection with insured against under the execution and delivery of this Agreement or foregoing insurance (including the consummation of the transactions contemplated herebyfidelity bond). (g) The Sub-Advisor is not, agrees to furnish to the Advisor certificates of insurance in form and with substance reasonably acceptable to the giving of notice or lapse of time or both, Advisor evidencing the specified coverages and will not be, in violation materially change (other than to increase the level of coverage) or in default under its Certificate of Formation or operating agreement or under any agreement, lease, contract, indenture or other instrument or obligation to which it is a party or by which it, or terminate any of its properties, is bound and which default has had or is reasonably likely such coverages without at least 30 days' prior written notice to have a Material Adverse Effectthe Advisor. The execution Sub-Advisor further agrees to notify the Advisor as soon as possible and delivery of each Advisor Agreement to which in any event within five business days, when the Sub-Advisor is a party and the consummation receives notice of any material change or termination of the transactions therein contemplated and the fulfillment of the terms hereof will not (i) conflict with or otherwise violate the terms and provisions of the Certificate of Formation of the Sub-Advisor or (ii) conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any contract, indenture, mortgage, deed of trust or other agreement or instrument to which the Sub-Advisor is a party or any order, rule or regulation applicable to the Sub-Advisor of any court or of any regulatory body or administrative agency or other governmental body having jurisdiction, which breach or default has had or is reasonably likely to have a Material Adverse Effectspecified coverages. (h) The Sub-Advisor is duly registered as an investment adviser under the Advisers Act and is not prohibited by the Advisers Act, the 1940 Act, the Advisers Act Rules and Regulations or the Rules and Regulations under the 1940 Act from acting under the Advisor Agreements (to which such Sub-Advisor is a party) as contemplated by the Registration Statement, the Prospectus and the Disclosure Package. (i) The Sub-Advisor has the financial resources available to it necessary for the performance of its services and obligations as contemplated in the Registration Statement, the Prospectus and the Disclosure Package and under this Agreement and the Advisor Agreements (to which the Sub-Advisor is a party). (j) The description of the Sub-Advisor, its business, and the statements attributable to the Sub-Advisor, in the Registration Statement, the Prospectus and the Disclosure Package or any Preliminary Prospectus complied and comply in all material respects with the provisions of the Acts, the Advisers Act, the Rules and Regulations and the Advisers Act Rules and Regulations and did not and will not contain an untrue statement of a material fact necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading. (k) Since the date as of which information is given in the Registration Statement and the Prospectus through the date hereof, and except as may otherwise be disclosed in the Disclosure Package, there have been no transactions entered into by the Sub-Advisor which are material to the Sub-Advisor and the transactions contemplated hereby other than in the ordinary course of its business. (l) Each Advisor Agreement to which the Sub-Advisor is a party complies in all material respects with all applicable provisions of the 1940 Act, the Rules and Regulations under the 1940 Act, the Advisers Act and the Advisers Act Rules and Regulations.

Representations and Warranties of the Sub-Advisor. The Sub-Advisor represents and warrants to each of the Underwriters as of the date hereof, as of the Closing Date and each Option Closing Date, if any, as follows: (a) The Sub-Advisor has been duly organized and is validly existing as a limited liability company under the laws of the State of [Kentucky]Connecticut, with full power and authority to own or lease its properties and conduct its business as described in the Registration Statement, the Prospectus and the Disclosure Package. The Sub-Advisor is duly qualified to transact business and is in good standing in all jurisdictions in which the conduct of its business requires such qualification; except where the failure to be so qualified or to be in good standing would not have a Material Adverse Effect. (b) Each Advisor Agreement to which the Sub-Advisor is a party has been duly authorized, executed and delivered by the Sub-Advisor, and, assuming the due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal, and binding obligation of the Sub-Advisor, enforceable in accordance with its terms, except as rights to indemnity hereunder may be limited by federal or state securities laws. The Sub-Advisor has full power and authority to enter into each Advisor Agreement to which the Sub-Advisor is a party. (c) There is no action, suit, claim or proceeding pending or, to the knowledge of the Sub-Advisor, threatened against the Sub-Advisor before any court or administrative agency or otherwise which if determined adversely to the Sub-Advisor might have a Material Adverse Effect or prevent the consummation of the transactions contemplated hereby, except as set forth in the Registration Statement, the Prospectus and the Disclosure Package. (d) Neither the Sub-Advisor, nor to the Sub-Advisor's knowledge, any of its affiliates, has taken or may take, directly or indirectly, any action designed to cause or result in, or which has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of the price of the Common Shares to facilitate the sale or resale of the Shares. (e) The Sub-Advisor carries, or is covered by, insurance, including, at a minimum, errors and omissions insurance, in such amounts and covering such risks as is adequate for the conduct of its businesses and the value of its properties and as is customary for companies engaged in similar industries. All policies of insurance insuring the Sub-Advisor or its respective businesses, assets, employees, officers and directors are in full force and effect, and the Sub-Advisor is in compliance with the terms of such policies in all material respects. There are no claims by the Sub-Advisor under any such policy or instrument as to which an insurance company is denying liability or defending under a reservation of rights clause. (f) Other than as contemplated by this Agreement, the Sub-Advisor has not incurred any liability for any finder's or broker's fee, or agent's commission in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (g) The Sub-Advisor is not, and with the giving of notice or lapse of time or both, will not be, in violation of or in default under its Certificate Articles of Formation Organization or operating agreement Operating Agreement or under any agreement, lease, contract, indenture or other instrument or obligation to which it is a party or by which it, or any of its properties, is bound and which default has had or is reasonably likely to have a Material Adverse Effect. The execution and delivery of each Advisor Agreement to which the Sub-Advisor is a party and the consummation of the transactions therein contemplated and the fulfillment of the terms hereof will not (i) conflict with or otherwise violate the terms and provisions of the Certificate Articles of Formation Organization of the Sub-Advisor or (ii) conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any contract, indenture, mortgage, deed of trust or other agreement or instrument to which the Sub-Advisor is a party or any order, rule or regulation applicable to the Sub-Advisor of any court or of any regulatory body or administrative agency or other governmental body having jurisdiction, which breach or default has had or is reasonably likely to have a Material Adverse Effect. (h) The Sub-Advisor is duly registered as an investment adviser under the Advisers Act and is not prohibited by the Advisers Act, the 1940 Act, the Advisers Act Rules and Regulations or the Rules and Regulations under the 1940 Act from acting under the Advisor Agreements (to which such Sub-Advisor is a party) as contemplated by the Registration Statement, the Prospectus and the Disclosure Package. (i) The Sub-Advisor has the financial resources available to it necessary for the performance of its services and obligations as contemplated in the Registration Statement, the Prospectus and the Disclosure Package and under this Agreement and the Advisor Agreements (to which the Sub-Advisor is a party). (j) The description of the Sub-Advisor, its business, and the statements attributable to the Sub-Advisor, in the Registration Statement, the Prospectus and the Disclosure Package or any Preliminary Prospectus complied and comply in all material respects with the provisions of the Acts, the Advisers Act, the Rules and Regulations and the Advisers Act Rules and Regulations and did not and will not contain an untrue statement of a material fact necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading. (k) Since the date as of which information is given in the Registration Statement and the Prospectus through the date hereof, and except as may otherwise be disclosed in the Disclosure Package, there have been no transactions entered into by the Sub-Advisor which are material to the Sub-Advisor and the transactions contemplated hereby other than in the ordinary course of its business. (l) Each Advisor Agreement to which the Sub-Advisor is a party complies in all material respects with all applicable provisions of the 1940 Act, the Rules and Regulations under the 1940 Act, the Advisers Act and the Advisers Act Rules and Regulations.

Representations and Warranties of the Sub-Advisor. The Sub-Advisor represents and warrants to each of the Underwriters as of Advisor and the date hereof, as of the Closing Date and each Option Closing Date, if any, Trust as follows: (a) The Sub-Advisor has been is registered as an investment adviser under the Advisers Act; (b) The Sub-Advisor is a Limited Liability Company, duly organized and is validly existing as a limited liability company under the laws of the State of [Kentucky]Delaware, with full the power and authority to own or lease and possess its properties assets and conduct carry on its business as described it is now being conducted; (c) The execution, delivery and performance by the Sub-Advisor of this Agreement are within the Sub-Advisor’s powers and have been duly authorized by all necessary action on the part of its Board of Directors and no action by or in respect of, or filing with, any governmental body, agency or official is required on the Registration Statementpart of the Sub-Advisor for the execution, delivery and performance by the Prospectus Sub-Advisor of this Agreement, and the Disclosure Packageexecution, delivery and performance by the Sub-Advisor of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation; (ii) the Sub-Advisor’s governing instruments; or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Advisor; and (d) The Form ADV of the Sub-Advisor previously provided to the Advisor (a copy of which is attached as Exhibit B to this Agreement) is a true and complete copy of the form as currently filed with the SEC 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 are made, not misleading. The Sub-Advisor is duly qualified to transact business and is in good standing in all jurisdictions in which will promptly provide the conduct of its business requires such qualification; except where the failure to be so qualified or to be in good standing would not have a Material Adverse Effect. (b) Each Advisor Agreement to which the Sub-Advisor is a party has been duly authorized, executed and delivered by the Sub-Advisor, and constitutes a valid, legal, and binding obligation of the Sub-Advisor, enforceable in accordance with its terms, except as rights to indemnity hereunder may be limited by federal or state securities laws. The Sub-Advisor has full power and authority to enter into each Advisor Agreement to which the Sub-Advisor is a party. (c) There is no action, suit, claim or proceeding pending or, to the knowledge of the Sub-Advisor, threatened against the Sub-Advisor before any court or administrative agency or otherwise which if determined adversely to the Sub-Advisor might have a Material Adverse Effect or prevent the consummation of the transactions contemplated hereby, except as set forth in the Registration Statement, the Prospectus and the Disclosure Package. (d) Neither the Sub-Advisor, nor Trust with a complete copy of all subsequent amendments to the Sub-Advisor's knowledge, any of its affiliates, has taken or may take, directly or indirectly, any action designed to cause or result in, or which has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of the price of the Common Shares to facilitate the sale or resale of the SharesForm ADV. (e) The Sub-Advisor carriesagrees to carry at all times and with companies reasonably acceptable to the Advisor, and which companies are rated by A.M. Best Company with at least an A-VII rating, or is covered byits equivalent, insurance, including, at a minimum, professional errors and omissions insurance, in such amounts and liability covering such risks as is adequate for the conduct of its businesses and the value of its properties and as is customary for companies engaged in similar industries. All policies of insurance insuring services provided hereunder by the Sub-Advisor or its respective businesseswith a combined single limit of not less than $5,000,000 per claim and $10,000,000 in the aggregate annually, assets, employees, officers and directors are in full force and effectwhich insurance shall be primary to any insurance carried by the Advisor with respect to coverage for claims as to which, and only to the extent, that the Sub-Advisor is in compliance with the terms of such policies in all material respects. There are no claims by the Sub-Advisor under any such policy or instrument as to which an insurance company is denying liability or defending under a reservation of rights clauseliable. (f) Other than as contemplated by this Agreement, Any coverage available to the Sub-Advisor has not incurred any liability for any finder's or broker's fee, or agent's commission in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated herebyshall apply on an excess basis. (g) The Sub-Advisor is notagrees to furnish to the Advisor certificates of insurance in form and substance reasonably acceptable to the Advisor evidencing the specified coverages and will not materially change (other than to increase the level of coverage) or terminate any of such coverages without at least 30 days’ prior written notice to the Advisor. The Sub-Advisor further agrees to notify the Advisor as soon as possible, and with the giving of notice or lapse of time or bothin any event within five business days, will not be, in violation of or in default under its Certificate of Formation or operating agreement or under any agreement, lease, contract, indenture or other instrument or obligation to which it is a party or by which it, or any of its properties, is bound and which default has had or is reasonably likely to have a Material Adverse Effect. The execution and delivery of each Advisor Agreement to which when the Sub-Advisor is a party and the consummation receives notice of any material change or termination of the transactions therein contemplated and the fulfillment of the terms hereof will not (i) conflict with or otherwise violate the terms and provisions of the Certificate of Formation of the Sub-Advisor or (ii) conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any contract, indenture, mortgage, deed of trust or other agreement or instrument to which the Sub-Advisor is a party or any order, rule or regulation applicable to the Sub-Advisor of any court or of any regulatory body or administrative agency or other governmental body having jurisdiction, which breach or default has had or is reasonably likely to have a Material Adverse Effectspecified coverages. (h) The Sub-Advisor is duly registered as an investment adviser under the Advisers Act and is not prohibited by the Advisers Act, the 1940 Act, the Advisers Act Rules and Regulations or the Rules and Regulations under the 1940 Act from acting under the Advisor Agreements (to which such Sub-Advisor is a party) as contemplated by the Registration Statement, the Prospectus and the Disclosure Package. (i) The Sub-Advisor has the financial resources available to it necessary for the performance of its services and obligations as contemplated in the Registration Statement, the Prospectus and the Disclosure Package and under this Agreement and the Advisor Agreements (to which the Sub-Advisor is a party). (j) The description of the Sub-Advisor, its business, and the statements attributable to the Sub-Advisor, in the Registration Statement, the Prospectus and the Disclosure Package or any Preliminary Prospectus complied and comply in all material respects with the provisions of the Acts, the Advisers Act, the Rules and Regulations and the Advisers Act Rules and Regulations and did not and will not contain an untrue statement of a material fact necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading. (k) Since the date as of which information is given in the Registration Statement and the Prospectus through the date hereof, and except as may otherwise be disclosed in the Disclosure Package, there have been no transactions entered into by the Sub-Advisor which are material to the Sub-Advisor and the transactions contemplated hereby other than in the ordinary course of its business. (l) Each Advisor Agreement to which the Sub-Advisor is a party complies in all material respects with all applicable provisions of the 1940 Act, the Rules and Regulations under the 1940 Act, the Advisers Act and the Advisers Act Rules and Regulations.

Representations and Warranties of the Sub-Advisor. The Sub-Advisor represents and warrants to each of the Underwriters you as of the date hereof, hereof and as of the Closing Date and each Option Closing Date, if any, as follows: (a) The Sub-Advisor has been duly organized and is validly existing as a limited liability company under the laws of the State of [Kentucky]Connecticut, with full power and authority to own or lease its properties and conduct its business as described in the Registration Statement, the Prospectus and the Disclosure Package. The Sub-Advisor is duly qualified to transact business and is in good standing in all jurisdictions in which the conduct of its business requires such qualification; except where the failure to be so qualified or to be in good standing would not have a Material Adverse Effect. (b) Each Advisor Agreement to which the Sub-Advisor is a party has been duly authorized, executed and delivered by the Sub-Advisor, and, assuming the due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal, and binding obligation of the Sub-Advisor, enforceable in accordance with its terms, except as rights to indemnity hereunder may be limited by federal or state securities laws. The Sub-Advisor has full power and authority to enter into each Advisor Agreement to which the Sub-Advisor is a party. (c) There is no action, suit, claim or proceeding pending or, to the knowledge of the Sub-Advisor, threatened against the Sub-Advisor before any court or administrative agency or otherwise which if determined adversely to the Sub-Advisor might have a Material Adverse Effect or prevent the consummation of the transactions contemplated hereby, except as set forth in the Registration Statement, the Prospectus and the Disclosure Package. (d) Neither the Sub-Advisor, nor to the Sub-Advisor's knowledge, any of its affiliates, has taken or may take, directly or indirectly, any action designed to cause or result in, or which has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of the price of the Common Shares to facilitate the sale or resale of the Shares. (e) The Sub-Advisor carries, or is covered by, insurance, including, at a minimum, errors and omissions insurance, in such amounts and covering such risks as is adequate for the conduct of its businesses and the value of its properties and as is customary for companies engaged in similar industries. All policies of insurance insuring the Sub-Advisor or its respective businesses, assets, employees, officers and directors are in full force and effect, and the Sub-Advisor is in compliance with the terms of such policies in all material respects. There are no claims by the Sub-Advisor under any such policy or instrument as to which an insurance company is denying liability or defending under a reservation of rights clause. (f) Other than as contemplated by this Agreement, the Sub-Advisor has not incurred any liability for any finder's or broker's fee, or agent's commission in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (g) The Sub-Advisor is not, and with the giving of notice or lapse of time or both, will not be, in violation of or in default under its Certificate Articles of Formation Organization or operating agreement Operating Agreement or under any agreement, lease, contract, indenture or other instrument or obligation to which it is a party or by which it, or any of its properties, is bound and which default has had or is reasonably likely to have a Material Adverse Effect. The execution and delivery of each Advisor Agreement to which the Sub-Advisor is a party and the consummation of the transactions therein contemplated and the fulfillment of the terms hereof will not (i) conflict with or otherwise violate the terms and provisions of the Certificate Articles of Formation Organization of the Sub-Advisor or (ii) conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any contract, indenture, mortgage, deed of trust or other agreement or instrument to which the Sub-Advisor is a party or any order, rule or regulation applicable to the Sub-Advisor of any court or of any regulatory body or administrative agency or other governmental body having jurisdiction, which breach or default has had or is reasonably likely to have a Material Adverse Effect. (h) The Sub-Advisor is duly registered as an investment adviser under the Advisers Act and is not prohibited by the Advisers Act, the 1940 Act, the Advisers Act Rules and Regulations or the Rules and Regulations under the 1940 Act from acting under the Advisor Agreements (to which such Sub-Advisor is a party) as contemplated by the Registration Statement, the Prospectus and the Disclosure Package. (i) The Sub-Advisor has the financial resources available to it necessary for the performance of its services and obligations as contemplated in the Registration Statement, the Prospectus and the Disclosure Package and under this Agreement and the Advisor Agreements (to which the Sub-Advisor is a party). (j) The description of the Sub-Advisor, its business, and the statements attributable to the Sub-Advisor, in the Registration Statement, the Prospectus and the Disclosure Package or any Preliminary Prospectus complied and comply in all material respects with the provisions of the Acts, the Advisers Act, the Rules and Regulations and the Advisers Act Rules and Regulations and did not and will not contain an untrue statement of a material fact necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading. (k) Since the date as of which information is given in the Registration Statement and the Prospectus through the date hereof, and except as may otherwise be disclosed in the Disclosure Package, there have been no transactions entered into by the Sub-Advisor which are material to the Sub-Advisor and the transactions contemplated hereby other than in the ordinary course of its business. (l) Each Advisor Agreement to which the Sub-Advisor is a party complies in all material respects with all applicable provisions of the 1940 Act, the Rules and Regulations under the 1940 Act, the Advisers Act and the Advisers Act Rules and Regulations.

Representations and Warranties of the Sub-Advisor. The Sub-Advisor represents and warrants to each of the Underwriters as of Advisor and the date hereof, as of the Closing Date and each Option Closing Date, if any, Trust as follows: (a) The Sub-Advisor has been is registered as an investment adviser under the Advisers Act; (b) The Sub-Advisor is a Registered Investment Advisor, duly organized and is validly existing as a limited liability company under the laws of the State of [Kentucky]California, with full the power and authority to own or lease and possess its properties assets and conduct carry on its business as described it is now being conducted; (c) The execution, delivery and performance by the Sub-Advisor of this Agreement are within the Sub-Advisor's powers and have been duly authorized by all necessary action on the part of its Board of Directors and no action by or in respect of, or filing with, any governmental body, agency or official is required on the Registration Statementpart of the Sub-Advisor for the execution, delivery and performance by the Prospectus Sub-Advisor of this Agreement, and the Disclosure Packageexecution, delivery and performance by the Sub-Advisor of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation; (ii) the Sub-Advisor's governing instruments; or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Advisor; and (d) The Form ADV of the Sub-Advisor previously provided to the Advisor (a copy of which is attached as Exhibit B to this Agreement) is a true and complete copy of the form as currently filed with the SEC 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 are made, not misleading. The Sub-Advisor is duly qualified to transact business and is in good standing in all jurisdictions in which will promptly provide the conduct of its business requires such qualification; except where the failure to be so qualified or to be in good standing would not have a Material Adverse Effect. (b) Each Advisor Agreement to which the Sub-Advisor is a party has been duly authorized, executed and delivered by the Sub-Advisor, and constitutes a valid, legal, and binding obligation of the Sub-Advisor, enforceable in accordance with its terms, except as rights to indemnity hereunder may be limited by federal or state securities laws. The Sub-Advisor has full power and authority to enter into each Advisor Agreement to which the Sub-Advisor is a party. (c) There is no action, suit, claim or proceeding pending or, to the knowledge of the Sub-Advisor, threatened against the Sub-Advisor before any court or administrative agency or otherwise which if determined adversely to the Sub-Advisor might have a Material Adverse Effect or prevent the consummation of the transactions contemplated hereby, except as set forth in the Registration Statement, the Prospectus and the Disclosure Package. (d) Neither the Sub-Advisor, nor Trust with a complete copy of all subsequent amendments to the Sub-Advisor's knowledge, any of its affiliates, has taken or may take, directly or indirectly, any action designed to cause or result in, or which has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of the price of the Common Shares to facilitate the sale or resale of the SharesForm ADV. (e) The Sub-Advisor carriesagrees to carry at all times and with insurance or reinsurance companies acceptable to the Advisor, and which insurance or reinsurance companies are rated by A.M. Best Company with at least an A-VII rating, or is covered byits equivalent, insurance, including, at a minimum, professional errors and omissions insurance, in such amounts and liability covering such risks as is adequate for the conduct of its businesses and the value of its properties and as is customary for companies engaged in similar industries. All policies of insurance insuring the Sub-Advisor or its respective businesses, assets, employees, officers and directors are in full force and effect, and the Sub-Advisor is in compliance with the terms of such policies in all material respects. There are no claims services provided hereunder by the Sub-Advisor under with a combined single limit of not less than $5,000,000 per claim and $10,000,000 in the aggregate annually, which insurance shall be primary to any such policy or instrument as to which an insurance company is denying liability or defending under a reservation of rights clausecarried by the Advisor. (f) Other than as contemplated by this Agreement, Any coverage available to the Advisor shall apply on an excess basis. Sub-Advisor has not incurred agrees that Sub-Advisor, Sub-Advisor's insurer(s) and anyone claiming by, through or on Sub-Advisor's behalf shall have no claim, right of action or right of subrogation against the Advisor based on any loss or liability for any finder's or broker's fee, or agent's commission in connection with insured against under the execution and delivery of this Agreement or foregoing insurance (including the consummation of the transactions contemplated herebyfidelity bond). (g) The Sub-Advisor is notagrees to furnish to the Advisor certificates of insurance in form and substance reasonably acceptable to the Advisor evidencing the specified coverages and will not materially change (other than to increase the level of coverage) or terminate any of such coverages without at least 30 days' prior written notice to the Advisor. The Sub-Advisor further agrees to notify the Advisor as soon as possible, and with the giving of notice or lapse of time or bothin any event within five business days, will not be, in violation of or in default under its Certificate of Formation or operating agreement or under any agreement, lease, contract, indenture or other instrument or obligation to which it is a party or by which it, or any of its properties, is bound and which default has had or is reasonably likely to have a Material Adverse Effect. The execution and delivery of each Advisor Agreement to which when the Sub-Advisor is a party and the consummation receives notice of any material change or termination of the transactions therein contemplated and the fulfillment of the terms hereof will not (i) conflict with or otherwise violate the terms and provisions of the Certificate of Formation of the Sub-Advisor or (ii) conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any contract, indenture, mortgage, deed of trust or other agreement or instrument to which the Sub-Advisor is a party or any order, rule or regulation applicable to the Sub-Advisor of any court or of any regulatory body or administrative agency or other governmental body having jurisdiction, which breach or default has had or is reasonably likely to have a Material Adverse Effectspecified coverages. (h) The Sub-Advisor is duly registered as an investment adviser under the Advisers Act and is not prohibited by the Advisers Act, the 1940 Act, the Advisers Act Rules and Regulations or the Rules and Regulations under the 1940 Act from acting under the Advisor Agreements (to which such Sub-Advisor is a party) as contemplated by the Registration Statement, the Prospectus and the Disclosure Package. (i) The Sub-Advisor has the financial resources available to it necessary for the performance of its services and obligations as contemplated in the Registration Statement, the Prospectus and the Disclosure Package and under this Agreement and the Advisor Agreements (to which the Sub-Advisor is a party). (j) The description of the Sub-Advisor, its business, and the statements attributable to the Sub-Advisor, in the Registration Statement, the Prospectus and the Disclosure Package or any Preliminary Prospectus complied and comply in all material respects with the provisions of the Acts, the Advisers Act, the Rules and Regulations and the Advisers Act Rules and Regulations and did not and will not contain an untrue statement of a material fact necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading. (k) Since the date as of which information is given in the Registration Statement and the Prospectus through the date hereof, and except as may otherwise be disclosed in the Disclosure Package, there have been no transactions entered into by the Sub-Advisor which are material to the Sub-Advisor and the transactions contemplated hereby other than in the ordinary course of its business. (l) Each Advisor Agreement to which the Sub-Advisor is a party complies in all material respects with all applicable provisions of the 1940 Act, the Rules and Regulations under the 1940 Act, the Advisers Act and the Advisers Act Rules and Regulations.

Representations and Warranties of the Sub-Advisor. The Sub-Advisor represents and warrants to each of the Underwriters as of the date hereof, as of the Closing Date and each Option Closing Date, if any, as follows: (a) The Sub-Advisor has been duly organized and is validly existing as a limited liability company corporation under the laws of the State of [Kentucky], with full corporate power and authority to own or lease its properties and conduct its business as described in the Registration Statement, the Prospectus and the Disclosure Package. The Sub-Advisor is duly qualified to transact business and is in good standing in all jurisdictions in which the conduct of its business requires such qualification; except where the failure to be so qualified or to be in good standing would not have a Material Adverse Effect. (b) Each Advisor Agreement to which the Sub-Advisor is a party has been duly authorized, executed and delivered by the Sub-Advisor, and constitutes a valid, legal, and binding obligation of the Sub-Advisor, enforceable in accordance with its terms, except as rights to indemnity hereunder may be limited by federal or state securities laws. The Sub-Advisor has full power and authority to enter into each Advisor Agreement to which the Sub-Advisor is a party. (c) There is no action, suit, claim or proceeding pending or, to the knowledge of the Sub-Advisor, threatened against the Sub-Advisor before any court or administrative agency or otherwise which if determined adversely to the Sub-Advisor might have a Material Adverse Effect or prevent the consummation of the transactions contemplated hereby, except as set forth in the Registration Statement, the Prospectus Statement and the Disclosure PackageProspectus. (d) Neither the Sub-Advisor, nor to the Sub-Advisor's knowledge, any of its affiliates, has taken or may take, directly or indirectly, any action designed to cause or result in, or which has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of the price of the Common Shares to facilitate the sale or resale of the Shares. (e) The Sub-Advisor carries, or is covered by, insurance, including, at a minimum, errors and omissions insurance, in such amounts and covering such risks as is adequate for the conduct of its businesses and the value of its properties and as is customary for companies engaged in similar industries. All policies of insurance insuring the Sub-Advisor or its respective businesses, assets, employees, officers and directors are in full force and effect, and the Sub-Advisor is in compliance with the terms of such policies in all material respects. There are no claims by the Sub-Advisor under any such policy or instrument as to which an insurance company is denying liability or defending under a reservation of rights clause. (f) Other than as contemplated by this Agreement, the Sub-Advisor has not incurred any liability for any finder's or broker's fee, or agent's commission in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (g) The Sub-Advisor is not, and with the giving of notice or lapse of time or both, will not be, in violation of or in default under its Certificate Articles of Formation Incorporation or operating agreement by-laws or under any agreement, lease, contract, indenture or other instrument or obligation to which it is a party or by which it, or any of its properties, is bound and which default has had or is reasonably likely to have a Material Adverse Effect. The execution and delivery of each Advisor Agreement to which the Sub-Advisor is a party and the consummation of the transactions therein contemplated and the fulfillment of the terms hereof will not (i) conflict with or otherwise violate the terms and provisions of the Certificate Articles of Formation Incorporation of the Sub-Advisor or (ii) conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any contract, indenture, mortgage, deed of trust or other agreement or instrument to which the Sub-Advisor is a party or any order, rule or regulation applicable to the Sub-Advisor of any court or of any regulatory body or administrative agency or other governmental body having jurisdiction, which breach or default has had or is reasonably likely to have a Material Adverse Effect. (h) The Sub-Advisor is duly registered as an investment adviser under the Advisers Act and is not prohibited by the Advisers Act, the 1940 Act, the Advisers Act Rules and Regulations or the Rules and Regulations under the 1940 Act from acting under the Advisor Agreements (to which such Sub-Advisor is a party) as contemplated by the Registration Statement, Statement and the Prospectus and the Disclosure Package(or any amendment or supplement thereto). (i) The Sub-Advisor has the financial resources available to it necessary for the performance of its services and obligations as contemplated in the Registration Statement, Statement and the Prospectus and the Disclosure Package (or any amendment or supplement thereto) and under this Agreement and the Advisor Agreements (to which the Sub-Advisor is a party). (j) The description of the Sub-Advisor, its business, and the statements attributable to the Sub-Advisor, in the Registration Statement, Statement and the Prospectus (and the Disclosure Package any amendment or supplement thereto) or any Preliminary Prospectus complied and comply in all material respects with the provisions of the Acts, the Advisers Act, the Rules and Regulations and the Advisers Act Rules and Regulations and did not and will not contain an untrue statement of a material fact necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading. (k) Since the date as of which information is given in the Registration Statement and the Prospectus through the date hereof, and except as may otherwise be disclosed in the Disclosure PackageProspectus, there have been no transactions entered into by the Sub-Advisor which are material to the Sub-Advisor and the transactions contemplated hereby other than in the ordinary course of its business. (l) Each Advisor Agreement to which the Sub-Advisor is a party complies in all material respects with all applicable provisions of the 1940 Act, the Rules and Regulations under the 1940 Act, the Advisers Act and the Advisers Act Rules and Regulations.

Representations and Warranties of the Sub-Advisor. The Sub-Advisor represents and warrants to each of the Underwriters as of the date hereof, as of the Closing Date and each Option Closing Date, if any, as follows: (a) The Sub-Advisor has been duly organized and is validly existing as a limited liability company under the laws of the State of [Kentucky], with full power and authority to own or lease its properties and conduct its business as described in the Registration Statement, the Prospectus and the Disclosure Package. The Sub-Advisor is duly qualified to transact business and is in good standing in all jurisdictions in which the conduct of its business requires such qualification; except where the failure to be so qualified or to be in good standing would not have a Material Adverse Effect. (b) Each Advisor Agreement to which the Sub-Advisor is a party has been duly authorized, executed and delivered by the Sub-Advisor, and constitutes a valid, legal, and binding obligation of the Sub-Advisor, enforceable in accordance with its terms, except as rights to indemnity hereunder may be limited by federal or state securities laws. The Sub-Advisor has full power and authority to enter into each Advisor Agreement to which the Sub-Advisor is a party. (c) There is no action, suit, claim or proceeding pending or, to the knowledge of the Sub-Advisor, threatened against the Sub-Advisor before any court or administrative agency or otherwise which if determined adversely to the Sub-Advisor might have a Material Adverse Effect or prevent the consummation of the transactions contemplated hereby, except as set forth in the Registration Statement, the Prospectus and the Disclosure Package. (d) Neither the Sub-Advisor, nor to the Sub-Advisor's knowledge, any of its affiliates, has taken or may take, directly or indirectly, any action designed to cause or result in, or which has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of the price of the Common Shares to facilitate the sale or resale of the Shares. (e) The Sub-Advisor carries, or is covered by, insurance, including, at a minimum, errors and omissions insurance, in such amounts and covering such risks as is adequate for the conduct of its businesses and the value of its properties and as is customary for companies engaged in similar industries. All policies of insurance insuring the Sub-Advisor or its respective businesses, assets, employees, officers and directors are in full force and effect, and the Sub-Advisor is in compliance with the terms of such policies in all material respects. There are no claims by the Sub-Advisor under any such policy or instrument as to which an insurance company is denying liability or defending under a reservation of rights clause. (f) Other than as contemplated by this Agreement, the Sub-Advisor has not incurred any liability for any finder's or broker's fee, or agent's commission in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (g) The Sub-Advisor is not, and with the giving of notice or lapse of time or both, will not be, in violation of or in default under its Certificate Articles of Formation Organization or operating agreement Operating Agreement or under any agreement, lease, contract, indenture or other instrument or obligation to which it is a party or by which it, or any of its properties, is bound and which default has had or is reasonably likely to have a Material Adverse Effect. The execution and delivery of each Advisor Agreement to which the Sub-Advisor is a party and the consummation of the transactions therein contemplated and the fulfillment of the terms hereof will not (i) conflict with or otherwise violate the terms and provisions of the Certificate Articles of Formation Organization of the Sub-Advisor or (ii) conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any contract, indenture, mortgage, deed of trust or other agreement or instrument to which the Sub-Advisor is a party or any order, rule or regulation applicable to the Sub-Advisor of any court or of any regulatory body or administrative agency or other governmental body having jurisdiction, which breach or default has had or is reasonably likely to have a Material Adverse Effect. (h) The Sub-Advisor is duly registered as an investment adviser under the Advisers Act and is not prohibited by the Advisers Act, the 1940 Act, the Advisers Act Rules and Regulations or the Rules and Regulations under the 1940 Act from acting under the Advisor Agreements (to which such Sub-Advisor is a party) as contemplated by the Registration Statement, the Prospectus and the Disclosure Package. (i) The Sub-Advisor has the financial resources available to it necessary for the performance of its services and obligations as contemplated in the Registration Statement, the Prospectus and the Disclosure Package and under this Agreement and the Advisor Agreements (to which the Sub-Advisor is a party). (j) The description of the Sub-Advisor, its business, and the statements attributable to the Sub-Advisor, in the Registration Statement, the Prospectus and the Disclosure Package or any Preliminary Prospectus complied and comply in all material respects with the provisions of the Acts, the Advisers Act, the Rules and Regulations and the Advisers Act Rules and Regulations and did not and will not contain an untrue statement of a material fact necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading. (k) Since the date as of which information is given in the Registration Statement and the Prospectus through the date hereof, and except as may otherwise be disclosed in the Disclosure Package, there have been no transactions entered into by the Sub-Advisor which are material to the Sub-Advisor and the transactions contemplated hereby other than in the ordinary course of its business. (l) Each Advisor Agreement to which the Sub-Advisor is a party complies in all material respects with all applicable provisions of the 1940 Act, the Rules and Regulations under the 1940 Act, the Advisers Act and the Advisers Act Rules and Regulations.