Common use of REPRESENTATIONS, COVENANTS AND WARRANTIES Clause in Contracts

REPRESENTATIONS, COVENANTS AND WARRANTIES. (a) The Adviser hereby represents and warrants as follows: i. It is registered with the Securities and Exchange Commission as an investment adviser under the Advisers Act, and such registration is current, complete and in full compliance with all applicable provisions of the Advisers Act and the rules and regulations thereunder; ii. It has all the requisite authority to enter into, execute, deliver and perform its obligations under this Agreement, including, without limitation, authority from the Trust to appoint the Sub-Adviser to serve as Sub-Adviser to each Fund; and iii. Its performance of its obligations under this Agreement does not conflict with any law, regulation or order to which it is subject or with any agreements to which it is a party. (b) The Adviser hereby covenants and agrees that, so long as this Agreement shall remain in effect: i. It shall maintain its registration in good standing as an investment adviser under the Advisers Act, and such registration shall at all times remain current, complete and in full compliance with all applicable provisions of the Advisers Act and the rules and regulations thereunder; ii. Its performance of its obligations under this Agreement does not conflict with any law, regulation or order to which it is subject or with any agreements to which it is a party; and iii. It shall at all times fully comply with the Advisers Act, the 1940 Act, all applicable rules and regulations under such Acts and all other applicable law. (c) The Sub-Adviser hereby represents and warrants, with respect to the Allocated Assets, as follows: i. It is registered with the Securities and Exchange Commission as an investment adviser under the Advisers Act, and such registration is current, complete and in full compliance with all applicable provisions of the Advisers Act and the rules and regulations thereunder; ii. It has obtained an RQFII quota from the CSRC and SAFE which may be used on behalf of each Fund; iii. It has all necessary permits to engage in securities investment-related activities in Hong Kong and the People’s Republic of China (“PRC”) relating to its RQFII status and/or the performance of its obligations under this Agreement, and is in good standing with the CSRC, SAFE and the People’s Bank of China (“PBOC”); iv. It has all the requisite authority to enter into, execute, deliver and perform its obligations under this Agreement; v. The securities included in the Allocated Assets are held in account(s) that belong to the Funds and not the Sub-Adviser; and vi. Its performance of its obligations under this Agreement does not conflict with any law, regulation or order to which it is subject or with any agreements to which it is a party. (d) The Sub-Adviser hereby covenants and agrees, with respect to the Allocated Assets, that, so long as this Agreement shall remain in effect: i. It shall maintain its registration in good standing as an investment adviser under the Advisers Act, and such registration shall at all times remain current, complete and in full compliance with all applicable provisions of the Advisers Act and the rules and regulations thereunder; ii. Its performance of its obligations under this Agreement does not conflict with any law, regulation or order to which it is subject; iii. It shall maintain all necessary registrations, licenses and approvals in effect during the term of this Agreement; iv. It shall at all times fully comply with the Advisers Act and the rules and regulations thereunder, the 1940 Act and rules and regulations thereunder, and shall also at all times fully comply with all other applicable law, rules or regulations relating to its duties or obligations under this Agreement or with any agreements to which it is a party; v. It shall promptly notify the Adviser and the Funds upon occurrence of any event that might disqualify or prevent it from performing its duties under this Agreement, including, but not limited to, the revocation of the RQFII quota relating to the Funds; vi. It shall immediately forward, upon receipt, to the Adviser any correspondence from the SEC or any Chinese or other regulatory authority, including, but not limited to, the CSRC, SAFE, and PBOC, that relates to the Funds or the Adviser generally, including SEC inspection reports, or the Sub-Adviser’s ability to provide investment advisory services to the Funds as contemplated herein and in each Fund’s prospectus; and vii. It shall notify the Adviser and the Funds promptly with respect to written material that has been provided to the Funds or the Adviser by the Sub-Adviser, or, if written material has not been provided, with respect to the information pertaining to the Sub-Adviser or Sub-Adviser’s services under this Agreement, in either case, of any untrue statement of a material fact or of any omission of any statement of a material fact which is required to be stated therein or is necessary to make the statements contained therein not misleading.

REPRESENTATIONS, COVENANTS AND WARRANTIES. (a) Representations, Covenants, and Warranties of the Landlord. The Adviser hereby represents Landlord represents, covenants, and warrants as follows: i. It a. The Landlord is registered with an incorporated municipality, duly and regularly created, incorporated, and existing as such within the Securities and Exchange Commission as an investment adviser State of Wyoming under the Advisers Act, Constitution and such registration is current, complete and in full compliance with all applicable provisions laws of the Advisers Act State. The Landlord has fee simple title to the eighteen holes of the golf course and the rules real property used for the operation of the golf course, Exhibit “A” attached hereto, hereinafter referred to as the “Existing Site” and regulations thereunder; ii. It has all to the requisite authority existing facilities thereon and is authorized by law to enter into, execute, deliver into the transactions contemplated by this Lease Agreement and perform to carry out its obligations under hereunder. The Landlord has authorized and approved the execution and delivery of this Agreement, including, without limitation, authority from the Trust Lease Agreement and other documents related to appoint the Sub-Adviser to serve as Sub-Adviser to each Fundthis transaction; and iii. Its performance b. The leasing of its obligations under this Agreement does not conflict with any law, regulation or order the existing golf course to which it is subject or with any agreements to which it is a party. (b) The Adviser hereby covenants and agrees that, so long as this Agreement shall remain in effect: i. It shall maintain its registration in good standing as an investment adviser the Tenant under the Advisers Actterms and conditions provided for in this Lease Agreement is necessary, convenient, and such registration shall at all times remain current, complete and in full compliance with all applicable provisions furtherance of the Advisers Act Landlord’s governmental purposes, and is in the rules best interest of the citizens and regulations thereunder; ii. Its performance inhabitants of its obligations under this Agreement does not conflict with any law, regulation or order to which it is subject or with any agreements to which it is a partythe Landlord; and iii. It shall at all times fully c. To the knowledge of the Landlord, neither the execution and delivery hereof, nor the fulfillment of or compliance with the terms and conditions hereof, nor the consummation of the transactions contemplated hereby conflicts with or results in a breach of the terms, conditions, or provisions of any restriction or any agreement or instrument to which the Landlord is now a party or by which the Landlord is bound, or constitutes a default under any of the foregoing; and d. To the knowledge of the Landlord, there is no litigation or proceeding pending or threatened against the Landlord or any other person affecting the right of the Landlord to execute this Lease Agreement or the ability of the Landlord to comply with its obligations contained hereunder. Representations, Covenants, and Warranties of the Advisers ActTenant. The Tenant represents, the 1940 Actcovenants, all applicable rules and regulations under such Acts and all other applicable law. (c) The Sub-Adviser hereby represents and warrants, with respect to the Allocated Assets, warrants as follows: i. It a. The Tenant is registered with the Securities a Wyoming corporation duly organized and Exchange Commission as an investment adviser existing under the Advisers Act, and such registration is current, complete and in full compliance with all applicable provisions laws of the Advisers Act and the rules and regulations thereunder; iiState of Wyoming. It has obtained an RQFII quota from the CSRC and SAFE which may be used on behalf of each Fund; iii. It The Tenant has all necessary permits power to engage in securities investment-related activities in Hong Kong and the People’s Republic of China (“PRC”) relating to its RQFII status and/or the performance of its obligations under enter into this Lease Agreement, is possessed of full power to lease real and is in good standing with personal property, as lessor or lessee, and has duly authorized the CSRC, SAFE execution and the People’s Bank delivery of China (“PBOC”); iv. It has all the requisite authority to enter into, execute, deliver and perform its obligations under this Lease Agreement; v. The securities included in the Allocated Assets are held in account(s) that belong to the Funds and not the Sub-Adviser; and vi. Its performance b. The Tenant will not pledge, assign, mortgage, or encumber any of its obligations rights under this Agreement does not conflict with any law, regulation or order to which it is subject or with any agreements to which it is a party. (d) The Sub-Adviser hereby covenants and agrees, with respect to the Allocated Assets, that, so long as this Agreement shall remain in effect: i. It shall maintain its registration in good standing as an investment adviser under the Advisers Act, and such registration shall at all times remain current, complete and in full compliance with all applicable provisions of the Advisers Act and the rules and regulations thereunder; ii. Its performance of its obligations under this Agreement does not conflict with any law, regulation or order to which it is subject; iii. It shall maintain all necessary registrations, licenses and approvals in effect during the term of this Lease Agreement; iv. It shall at all times fully comply with the Advisers Act and the rules and regulations thereunder, the 1940 Act and rules and regulations thereunder, and shall also at all times fully comply with all other applicable law, rules or regulations relating to its duties or obligations under this Agreement or with any agreements to which it is a party; v. It shall promptly notify the Adviser and the Funds upon occurrence of any event that might disqualify or prevent it from performing its duties under this Agreement, including, but not limited to, the revocation of the RQFII quota relating to the Funds; vi. It shall immediately forward, upon receipt, to the Adviser any correspondence from the SEC or any Chinese or other regulatory authority, including, but not limited to, the CSRC, SAFE, and PBOC, that relates to the Funds or the Adviser generally, including SEC inspection reports, or the Sub-Adviser’s ability to provide investment advisory services to the Funds as contemplated herein and in each Fund’s prospectus; and vii. It shall notify c. To the Adviser knowledge of the Tenant, neither the execution and delivery hereof, nor the Funds promptly fulfillment of or compliance with respect the terms and conditions hereof, nor the consummation of the transactions contemplated hereby conflicts with or results in a breach of the terms, conditions, or provisions of any restriction or any agreement or instrument to written material that has been provided which the Tenant is now a party or by which the Tenant is bound, or constitutes a default under any of the foregoing; and d. To the knowledge of the Tenant, there is no litigation or proceeding pending or threatened against the Tenant or any other person affecting the right of the Tenant to the Funds execute this Lease Agreement or the Adviser by ability of the Sub-Adviser, or, if written material has not been provided, Tenant to comply with respect to the information pertaining to the Sub-Adviser or Sub-Adviser’s services under this Agreement, in either case, of any untrue statement of a material fact or of any omission of any statement of a material fact which is required to be stated therein or is necessary to make the statements contained therein not misleadingits obligations hereunder.

REPRESENTATIONS, COVENANTS AND WARRANTIES. (a) The Adviser Each of the Parties hereby represents represents, covenants and warrants to the other Party as follows: i. It (i) This Agreement is registered a legal and valid obligation binding upon such Party and enforceable in accordance with its terms. (ii) The execution, delivery and performance of this Agreement by such Party does not conflict with any agreement, instrument or understanding, either oral or written, to which it is a party or by which it is bound, nor does this Agreement violate any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it. (b) Asahi hereby represents, covenants and warrants, on behalf of itself and its Affiliates, to CoTherix as follows: (i) as of the Effective Date Asahi and its Affiliates have not granted and during the term of this Agreement Asahi and its Affiliates will not grant, any right to any Third Party relating to the Asahi Intellectual Property Rights and the right of reference that would conflict with or diminish the rights granted to CoTherix hereunder. Each of Asahi and its Affiliates have maintained and shall maintain and keep in full force and effect all agreements necessary to perform its obligations and grant the licenses it has granted hereunder. As of the Effective Date, Asahi and its Affiliates have not granted any license for, and are not granted any license to, intellectual property rights owned by a Third Party relating to a Product or Active Drug Substance except for the [***] Patents. As of the Effective Date, neither Asahi nor its Affiliates has a license or other rights to intellectual property that would meet the definition of Asahi Intellectual Property Rights but for the fact that Asahi or its Affiliates does not possess the ability to license or sublicense such intellectual property to CoTherix hereunder without violating the terms of any Third Party agreement. (ii) Asahi and its Affiliates are not obligated under any agreement as of the Effective Date to pay any Third Party royalties with respect to any Product. (iii) Asahi has given CoTherix reasonable access to all of its pre-clinical and clinical records and data regarding Active Drug Substance and Products and to all information known to Asahi relating to the safety or efficacy of any Product that were requested by CoTherix during the due diligence investigation by CoTherix prior to the Effective Date. Asahi further represents that, as of the Effective Date, it and its Affiliates are not in possession of any information, other than that which has been disclosed to CoTherix, which indicates that Serious Adverse Drug Experiences are associated with the Active Drug Substance, or any Fasudil Formulation. (iv) as of the Effective Date, Asahi has not received any notice of infringement or any written or oral communication relating in any way to the possible infringement of any Third Party Patent by the activities of Asahi prior to the Effective Date with regard to the Active Drug Substance or any Product or by the activities of Asahi or CoTherix contemplated by this Agreement. (v) as of the Effective Date, Asahi is the sole and lawful owner of the entire right, title, and interest in and to (a) the Asahi Patents listed in Exhibit A as of the Effective Date (excluding [***]Patents) and any Patents claiming priority back thereto; (b) within the scope of activities included in CoTherix’s license in Section 3.1, all material data from all Preclinical and Clinical Development of any Product (and, to the extent provided to CoTherix, any other Fasudil Formulation) by or on behalf of or under contract with Asahi on or before the Effective Date (the “Data”); provided that some Data generated by Third Parties for or under contract with Asahi is not owned by Asahi but Asahi has the full right and ability to provide such Data to CoTherix hereunder and CoTherix has, and for the term of this Agreement continue to have, the right to use such Data within the full scope of its license under Section 3.1; * Confidential treatment has been requested as to certain portions of this agreement. Such omitted confidential information has been designated by asterisks and has been filed separately with the Securities and Exchange Commission Commission. (vi) as an investment adviser of the Effective Date, there are no outstanding liens, security interests, pledges, charges, mortgages, restrictions, interests and/or encumbrances of any kind in or burdening any of the Asahi Patents listed in Exhibit A (excluding [***] Patents) or the Data, or to Asahi’s knowledge, the [***] Patents; (vii) as of the Effective Date, the only Patents Controlled by Asahi or any of its Affiliates that claim, cover or relate to any Active Drug Substance or Product are listed in Exhibit A, other than the [***] Patents; (viii) as of the Effective Date, Asahi has not granted, expressly or otherwise, any assignment, license or other extension of rights, covenant not to xxx, or other similar interest or benefit, exclusive or otherwise, to, under or in the Advisers ActAsahi Patents listed in Exhibit A, or any Patents claiming priority back thereto, or any of the [***] Patents, or any Data, which grant right is with respect to the Territory and remains in effect or in force as of the Effective Date, nor has any of Asahi’s Affiliates done any of the foregoing; (ix) as of the Effective Date, Asahi, after diligent investigation, is not aware of any Patents owned or controlled by a Third Party that would be infringed by the manufacture, use, sale, offer for sale, importation or development of Active Drug Substance or Product within the CoTherix Licensed Fields (including the Oral Product Developed by or on behalf of Asahi on or before the Effective Date); [***] (x) as of the Effective Date there are no interferences or oppositions pending, declared or threatened regarding the Asahi Patents listed in Exhibit A (or, to Asahi’s knowledge, the [***] Patents); (xi) as of the Effective Date, the safety- and efficacy-related data and information (including without limitation non-clinical and clinical data) regarding the Active Drug Substance and Fasudil Formulations provided by Asahi to CoTherix on or before the Effective Date are true and accurate in all material respects. Asahi has not omitted to disclose to CoTherix any data or information (including without limitation non-clinical and clinical data, and such registration other information with respect to Active Drug Substance and Fasudil Formulations) that is current, complete or reasonably could be expected to be material to CoTherix’s (or any reasonable prospective licensee’s) decision to enter into the transaction contemplated in this Agreement; (xii) Asahi and in full compliance with all applicable provisions its Affiliates do not as of the Advisers Act and Effective Date have in Preclinical Development, IND-enabling work or Clinical Development any Fasudil Formulation or Active Drug Substance in the rules and regulations thereunderTerritory, nor does any of them market any Product in each case themselves or through contract(s) with any Third Party(ies) in the Territory; ii(xiii) Asahi and its Affiliates are not, and are not aware of any Third Party, Developing any Fasudil Formulations in any indications other than Asahi Option Indication for * Confidential treatment has been requested as to certain portions of this agreement. It Such omitted confidential information has been designated by asterisks and has been filed separately with the Securities and Exchange Commission. anywhere in the Territory [***]. Asahi and its Affiliates have not, and are not aware of any Third Party that has, filed an IND or IND Equivalent for any Fasudil Formulation anywhere in the Territory. Asahi and its Affiliates have not, and are not aware of any Third Party that has, submitted a Drug Approval Application for any Fasudil Formulation to any Regulatory Agency of the Territory; and (xiv) as of the Effective Date, to the best of Asahi’s knowledge, there exist no Patents or patentable inventions generated or created under any of the Asahi Research Agreements. (c) Asahi has disclosed to CoTherix’s outside counsel a true and (except for economic terms that been redacted) complete copy of each of the [***] Agreements, and all the requisite authority to enter into, execute, deliver amendments and perform its obligations under this Agreementnotices related thereto, including, without limitation, authority the termination notice. The [***] Agreements are the only written agreement between Asahi (and/or any of its Affiliates) and [***] (and/or any of its “affiliates”—determined analogously to the definition of “Affiliate” hereunder, applied mutatis mutandis to [***]; all of them together with [***], and the successors and assigns of each of the foregoing, individually and collectively, the “[***] Entity”) with respect to any Active Drug Substance and/or Product(s). There are no other agreements, understandings or arrangements among Asahi (and/or any of its Affiliates) on the one hand and any [***] Entity on the other hand, with respect to or relating in any way to any Active Drug Substance and/or Products, other than the contract research organization agreements assigned by [***] to Asahi that have been disclosed to CoTherix during the due diligence investigation by CoTherix. The [***] Agreements have been terminated with no [***] from Asahi to [***] nor outstanding sublicenses by [***] of any intellectual property rights of Asahi. To the Trust best of Asahi’s knowledge as of the Effective Date, the [***] Patents are the only Patents owned by, licensed to appoint or otherwise Controlled by any [***] Entity that Cover any Active Drug Substance or Product within the Sub-Adviser CoTherix Licensed Fields [***]. To the best of Asahi’s knowledge, [***]. (d) CoTherix hereby represents, covenants and warrants to serve Asahi as Sub-Adviser follows: (i) as of the Effective Date CoTherix has not granted and during the term of this Agreement CoTherix and its Affiliates will not grant, any right to each Fund; andany Third Party relating to the CoTherix Intellectual Property Rights, CoTherix [***] Patent and the right of reference that would conflict with or diminish the rights granted to Asahi hereunder. iii. Its performance (ii) As of the Effective Date, CoTherix employed (or contracted with) and will in the future employ (or contract with) individuals of appropriate knowledge and experience to conduct, direct and supervise Development and Commercialization of Products within the CoTherix Licensed Fields in a Commercially Reasonable manner in the Territory, consistent with its obligations under this Agreement does not conflict with any law, regulation or order to which it is subject or with any agreements to which it is a partyAgreement. (biii) The Adviser hereby covenants as of the Effective Date, CoTherix is the sole and agrees thatlawful owner of the entire right, so long as this Agreement shall remain in effect: i. It shall maintain its registration in good standing as an investment adviser under the Advisers Acttitle, and such registration shall at all times remain current, complete interest in and in full compliance with all applicable provisions of the Advisers Act and the rules and regulations thereunder; ii. Its performance of its obligations under this Agreement does not conflict with any law, regulation or order to which it is subject or with any agreements to which it is a party; and iii. It shall at all times fully comply with the Advisers Act, the 1940 Act, all applicable rules and regulations under such Acts and all other applicable law. (c) The Sub-Adviser hereby represents and warrants, with respect to the Allocated Assets, CoTherix [***] Patents; * Confidential treatment has been requested as follows: i. It is registered to certain portions of this agreement. Such omitted confidential information has been designated by asterisks and has been filed separately with the Securities and Exchange Commission as an investment adviser under the Advisers Act, and such registration is current, complete and in full compliance with all applicable provisions of the Advisers Act and the rules and regulations thereunder; ii. It has obtained an RQFII quota from the CSRC and SAFE which may be used on behalf of each Fund; iii. It has all necessary permits to engage in securities investment-related activities in Hong Kong and the People’s Republic of China (“PRC”) relating to its RQFII status and/or the performance of its obligations under this Agreement, and is in good standing with the CSRC, SAFE and the People’s Bank of China (“PBOC”); iv. It has all the requisite authority to enter into, execute, deliver and perform its obligations under this Agreement; v. The securities included in the Allocated Assets are held in account(s) that belong to the Funds and not the Sub-Adviser; and vi. Its performance of its obligations under this Agreement does not conflict with any law, regulation or order to which it is subject or with any agreements to which it is a partyCommission. (div) The Sub-Adviser hereby covenants and agrees, with respect to the Allocated Assets, that, so long as this Agreement shall remain in effect: i. It shall maintain its registration in good standing as an investment adviser under the Advisers Act, and such registration shall at all times remain current, complete and in full compliance with all applicable provisions of the Advisers Act and Effective Date, there are no outstanding liens, security interests, pledges, charges, mortgages, restrictions, interests and/or encumbrances of any kind in or burdening any of the rules and regulations thereunderCoTherix [***] Patents; ii. Its performance of its obligations under this Agreement does not conflict with any law, regulation or order to which it is subject; iii. It shall maintain all necessary registrations, licenses and approvals in effect during the term of this Agreement; iv. It shall at all times fully comply with the Advisers Act and the rules and regulations thereunder, the 1940 Act and rules and regulations thereunder, and shall also at all times fully comply with all other applicable law, rules or regulations relating to its duties or obligations under this Agreement or with any agreements to which it is a party; v. It shall promptly notify the Adviser and the Funds upon occurrence of any event that might disqualify or prevent it from performing its duties under this Agreement, including, but not limited to, the revocation (v) as of the RQFII quota relating to Effective Date there are no interferences or oppositions pending, declared or threatened regarding the FundsCoTherix [***] Patents; vi. It shall immediately forward, upon receipt, to the Adviser any correspondence from the SEC or any Chinese or other regulatory authority, including, but not limited to, the CSRC, SAFE, and PBOC, that relates to the Funds or the Adviser generally, including SEC inspection reports, or the Sub-Adviser’s ability to provide investment advisory services to the Funds as contemplated herein and in each Fund’s prospectus; and vii. It shall notify the Adviser and the Funds promptly with respect to written material that has been provided to the Funds or the Adviser by the Sub-Adviser, or, if written material has not been provided, with respect to the information pertaining to the Sub-Adviser or Sub-Adviser’s services under this Agreement, in either case, of any untrue statement of a material fact or of any omission of any statement of a material fact which is required to be stated therein or is necessary to make the statements contained therein not misleading.

REPRESENTATIONS, COVENANTS AND WARRANTIES. (a) The Adviser hereby represents Lessee represents, covenants and warrants as follows:, for the benefit of Lessor (all such representations and warranties being continuing in nature and surviving the termination of this Agreement): i. It (a) Lessee is registered with the Securities a political subdivision, duly organized and Exchange Commission as an investment adviser existing under the Advisers Actconstitution and laws of the State of the Equipment location, and is a state or political subdivision as such registration is current, complete and terms are used in full compliance with all applicable provisions Section 103 of the Advisers Act Code; (b) Xxxxxx has the requisite power and authority, including authority under the constitution and laws of the State, to purchase the Equipment and to execute and deliver this Agreement, each Lease and the rules transactions contemplated hereby, and regulations thereunder; ii. It has all the requisite authority to enter into, execute, deliver and perform its obligations under this Agreement and each Lease; (c) this Agreement, each Lease and the other documents either attached thereto or required therein have been duly authorized, approved and executed by and on behalf of the Lessee, such action approving this Agreement and each Lease and authorizing their execution has not been altered or rescinded, the legislative authorization approving the execution of this Agreement and each Lease continues to be in full force and effect at the time of authorization, all requirements have been met and procedures have occurred to ensure the enforceability of this Agreement and each Lease (including, without limitation, authority from the Trust to appoint the Sub-Adviser to serve as Sub-Adviser to each Fund; and iii. Its performance execution of its obligations under this Agreement does not conflict with any lawand each Lease by authorized officials) against Lessee, regulation or order to which it is subject or with any agreements to which it is a party. (b) The Adviser hereby covenants and agrees that, so long as this Agreement shall remain and each Lease are valid and binding obligations of Lessee enforceable in effect: i. It shall maintain its registration in good standing as an investment adviser under the Advisers Act, and such registration shall at all times remain current, complete and in full compliance accordance with all applicable provisions of the Advisers Act and the rules and regulations thereundertheir terms; ii. Its performance of its obligations under this Agreement does not conflict with any law, regulation or order to which it is subject or with any agreements to which it is a party; and iii. It shall at all times fully comply with the Advisers Act, the 1940 Act, all applicable rules and regulations under such Acts and all other applicable law. (c) The Sub-Adviser hereby represents and warrants, with respect to the Allocated Assets, as follows: i. It is registered with the Securities and Exchange Commission as an investment adviser under the Advisers Act, and such registration is current, complete and in full compliance with all applicable provisions of the Advisers Act and the rules and regulations thereunder; ii. It has obtained an RQFII quota from the CSRC and SAFE which may be used on behalf of each Fund; iii. It has all necessary permits to engage in securities investment-related activities in Hong Kong and the People’s Republic of China (“PRC”) relating to its RQFII status and/or the performance of its obligations under this Agreement, and is in good standing with the CSRC, SAFE and the People’s Bank of China (“PBOC”); iv. It has all the requisite authority to enter into, execute, deliver and perform its obligations under this Agreement; v. The securities included in the Allocated Assets are held in account(s) that belong to the Funds and not the Sub-Adviser; and vi. Its performance of its obligations under this Agreement does not conflict with any law, regulation or order to which it is subject or with any agreements to which it is a party. (d) The Subno portion of the principal or interest payment of this Agreement and each Lease is directly or indirectly (i) secured by any interest in property used or to be used for a private business use or by payments in respect of such property or (ii) derived or to be derived from payments (whether or not to the Lessee) in respect of property or borrowed money used or to be used for a private business use; (e) Lessee will execute all informational filings required under the Code, so as to preserve the tax-Adviser hereby covenants exempt qualification of this obligation to Lessor and agreesits assigns, and in the event that Xxxxxx's failure or refusal to execute the required information filings results in or would result in the inability to exclude the interest paid under this Agreement from gross income for federal income tax purposes to the Lessor or its assigns, Lessor may demand that Lessee cure the loss by a subsequent filing, be indemnified by the Lessee, to the extent permitted by State law, for the loss occasioned by the loss of the ability to exclude the interest payable under this Agreement and any Leases hereunder from gross income for federal income tax purposes, or treat such loss as an Event of Default as defined herein to which Lessee may pursue any and all remedies provided hereunder; (f) Lessor's yield with respect to this Agreement and each Lease is dependent upon the Allocated Assetsfull amount of each interest component of each Lease Payment being excludable from Lessor's gross income for federal income tax purposes pursuant to the Code, and accordingly, if at any time, as a result of a determination that Lessee has breached a representation or covenant contained herein, or a component of any Lease Payment is, in the opinion of counsel for the Lessor, subject to or affected by any income, preference, excess profits, minimum or other federal tax, Lessee shall pay, as additional interest, an amount which is necessary to provide to Lessor the same net income as Lessor would have received, but for such event, which amount shall be calculated by Lessor and be binding upon Lessee in the absence of manifest error; (g) to the best of Lessee’s knowledge, information and belief: (i) the Equipment has been ordered or is expected to be ordered and is expected to be delivered, and the Manufacturer has been fully paid on the Lease Commencement Date, and the estimated total cost of the Equipment will not be less than the total principal amount of the Lease Payments; (ii) Lessee has not created or established, and does not expect to create or establish, any sinking fund, reserve fund or other similar fund that is reasonably expected to be used to pay the Lease Payments or that may be used solely to prevent a default in the payment of the Lease Payments; and (iii) the Equipment has not been and is not expected to be sold or otherwise disposed of by Lessee, either in whole or in part, prior to the last maturity of the Lease Payments; (h) neither the Lessee nor any person acting on its behalf has directly or indirectly offered, sold, solicited any offers to buy, or otherwise approached or negotiated with any person regarding the offer, sale or other disposition of any interest in, the Equipment or any indebtedness secured by the Equipment, so as to require registration in accordance with the provisions of Federal or state securities laws, and neither the Lessee nor any person acting on its behalf will take any such action in the future; (i) there is no proceeding pending or threatened before any court, administrative agency or governmental body that, so long as this Agreement shall remain in effect: i. It shall maintain its registration in good standing as an investment adviser under if adversely determined, would adversely affect the Advisers Act, and such registration shall at all times remain current, complete and in full compliance with all applicable provisions of the Advisers Act and the rules and regulations thereunder; ii. Its performance of its obligations under this Agreement does not conflict with any law, regulation or order to which it is subject; iii. It shall maintain all necessary registrations, licenses and approvals in effect during the term of this Agreement; iv. It shall at all times fully comply with the Advisers Act and the rules and regulations thereunder, the 1940 Act and rules and regulations thereunder, and shall also at all times fully comply with all other applicable law, rules or regulations relating to its duties or obligations under transactions contemplated by this Agreement or with any agreements to which it is a partyLease hereunder, the security interest of Lessor or its assigns, as the case may be, in the Equipment or the excludability of the interest from gross income for federal income tax purposes under the Code; v. It shall promptly notify (j) upon execution of this Agreement and any Lease hereunder, Lessee will provide to Lessor a copy of the Adviser resolution or other official action by its governing body authorizing this Agreement and any Lease hereunder; (k) no event or condition that constitutes, or with the Funds upon occurrence giving of notice or the lapse of time would constitute, an Event of Default exists at this time; (l) all insurance required in accordance with this Agreement is currently maintained by the Lessee; (m) Lessee owns, and will continue to maintain, the real estate and facilities where the Equipment will be located free and clear of any event that might disqualify or prevent it from performing its duties under this Agreement, including, but not limited to, Liens during the revocation of the RQFII quota relating to the Funds; vi. It shall immediately forward, upon receipt, to the Adviser any correspondence from the SEC or any Chinese or other regulatory authority, including, but not limited to, the CSRC, SAFE, and PBOC, that relates to the Funds or the Adviser generally, including SEC inspection reports, or the Sub-Adviser’s ability to provide investment advisory services to the Funds as contemplated herein and in each Fund’s prospectusLease Term; and vii. It shall notify (n) this Agreement and each Lease are based on facts and circumstances in existence as of the Adviser and the Funds promptly with respect to written material that has been provided to the Funds or the Adviser by the Sub-Adviser, or, if written material has not been provided, with respect to the information pertaining to the Sub-Adviser or Sub-Adviser’s services under this Agreement, in either case, effective date of any untrue statement of a material fact or of any omission of any statement of a material fact which is required to be stated therein or is necessary to make the statements contained therein not misleadingeach.

REPRESENTATIONS, COVENANTS AND WARRANTIES. (a) The Adviser Advisor hereby represents and warrants as follows: i. It (1) That it is registered with the Securities and Exchange Commission as an investment adviser advisor under the Advisers Act, and such registration is current, complete and in full compliance with all applicable provisions of the Advisers Act and the rules and regulations thereunder; ii. It (2) That it has all the requisite authority to enter into, execute, deliver and perform its obligations under this Agreement, including, without limitation, authority from the Trust to appoint the Sub-Adviser to serve as Sub-Adviser to each Fund; and iii. (3) Its performance of its obligations under this Agreement does not conflict with any law, regulation or order to which it is subject or with any agreements to which it is a partysubject. (b) The Adviser Advisor hereby covenants and agrees that, so long as this Agreement shall remain in effect: i. (1) It shall maintain its registration in good standing as an investment adviser under the Advisers Act, and such registration shall at all times remain current, complete and in full compliance with all applicable provisions of the Advisers Act and the rules and regulations thereunder; ii. (2) Its performance of its obligations under this Agreement does not conflict with any law, regulation or order to which it is subject or with any agreements to which it is a partysubject; and iii. (3) It shall at all times fully comply with the Advisers Act, the 1940 Act, all applicable rules and regulations under such Acts and all other applicable law. (c) The Sub-Adviser Advisor hereby represents and warrants, with respect to the Allocated Assets, as follows: i. It (1) That it is registered with the Securities and Exchange Commission as an investment adviser advisor under the Advisers Act, and such registration is current, complete and in full compliance with all applicable provisions of the Advisers Act and the rules and regulations thereunder; ii. It has obtained an RQFII quota from the CSRC and SAFE which may be used on behalf of each Fund; iii. It has all necessary permits to engage in securities investment-related activities in Hong Kong and the People’s Republic of China (“PRC”2) relating to its RQFII status and/or the performance of its obligations under this Agreement, and is in good standing with the CSRC, SAFE and the People’s Bank of China (“PBOC”); iv. It That it has all the requisite authority to enter into, execute, deliver and perform its obligations under this Agreement; v. The securities included in the Allocated Assets are held in account(s) that belong to the Funds and not the Sub-Adviser; and vi. (3) Its performance of its obligations under this Agreement does not conflict with any law, regulation or order to which it is subject or with any agreements to which it is a partysubject. (d) The Sub-Adviser Advisor hereby covenants and agrees, with respect to the Allocated Assets, that, so long as this Agreement shall remain in effect: i. (1) It shall maintain its registration in good standing as an investment adviser advisor under the Advisers Act, and such registration shall at all times remain current, complete and in full compliance with all applicable provisions of the Advisers Act and the rules and regulations thereunder; ii. (2) Its performance of its obligations under this Agreement does not conflict with any law, regulation or order to which it is subject; iii. It shall maintain all necessary registrations, licenses and approvals in effect during the term of this Agreement; iv. (3) It shall at all times fully comply with the Advisers Act and Act, the 1940 Act, all applicable rules and regulations thereunder, the 1940 Act under such Acts and rules and regulations thereunder, and shall also at all times fully comply with all other applicable law, rules or regulations relating to its duties or obligations under this Agreement or with any agreements to which it is a party;; and v. (4) It shall promptly notify the Adviser Advisor and the Funds Fund upon occurrence of any event that might disqualify or prevent it from performing its duties under this Agreement, including, but not limited to, the revocation of the RQFII quota relating to the Funds; vi. It shall immediately forward, upon receipt, further agrees to the Adviser any correspondence from the SEC or any Chinese or other regulatory authority, including, but not limited to, the CSRC, SAFE, and PBOC, that relates to the Funds or the Adviser generally, including SEC inspection reports, or the Sub-Adviser’s ability to provide investment advisory services to the Funds as contemplated herein and in each Fund’s prospectus; and vii. It shall notify the Adviser Advisor and the Funds Fund promptly with respect to written material that has been provided to the Funds Fund or the Adviser Advisor by the Sub-AdviserAdvisor for inclusion in the Registration Statement, or any supplement or amendment thereto, or, if written material has not been provided, with respect to the information pertaining to the Sub-Adviser Advisor or Sub-Adviser’s Advisor's services under this AgreementAgreement contained in the Registration Statement, or any supplement or amendment thereto, reviewed by the Sub-Advisor, in either case, of any untrue statement of a material fact or of any omission of any statement of a material fact which is required to be stated therein or is necessary to make the statements contained therein not misleading.

REPRESENTATIONS, COVENANTS AND WARRANTIES. Lessee represents, covenants and warrants as of the date hereof and at all times during the Lease Term that: (a) The Adviser hereby represents Lessee is a body, corporate and warrants as follows: i. It is registered with the Securities politic, duly organized and Exchange Commission as an investment adviser existing under the Advisers Actlaw of the State, (b) Lessee will do or cause to be done all things necessary to preserve and keep in full force and effect its existence as a body corporate and politic, (c) Lessee is authorized under the Constitution and laws of the State to enter into this Lease and the transaction contemplated hereby, and such registration is currentto perform all of its obligations hereunder, complete (d) Lessee has been duly authorized to execute and in full compliance with all applicable deliver this Lease under the terms and provisions of the Advisers Act resolution of its governing body, attached hereto as EXHIBIT 7A, or by other appropriate official approval, and further represents, covenants and warrants that all requirements have been met, and procedures have occurred in order to ensure the enforceability of this Lease, and Xxxxxx has complied with such public bidding requirements as may be applicable to this Lease and the rules and regulations thereunder; ii. It has all the requisite authority to enter into, execute, deliver and perform its obligations under this Agreement, including, without limitation, authority from the Trust to appoint the Sub-Adviser to serve as Sub-Adviser to each Fund; and iii. Its performance of its obligations under this Agreement does not conflict with any law, regulation or order to which it is subject or with any agreements to which it is a party. (b) The Adviser hereby covenants and agrees that, so long as this Agreement shall remain in effect: i. It shall maintain its registration in good standing as an investment adviser under the Advisers Act, and such registration shall at all times remain current, complete and in full compliance with all applicable provisions acquisition by Lessee of the Advisers Act and the rules and regulations thereunder; ii. Its performance of its obligations under this Agreement does not conflict with any lawEquipment hereunder, regulation or order to which it is subject or with any agreements to which it is a party; and iii. It shall at all times fully comply with the Advisers Act, the 1940 Act, all applicable rules and regulations under such Acts and all other applicable law. (ce) The Sub-Adviser hereby represents and warrants, with respect to the Allocated Assets, as follows: i. It is registered with the Securities and Exchange Commission as an investment adviser under the Advisers Act, and such registration is current, complete and in full compliance with all applicable provisions of the Advisers Act and the rules and regulations thereunder; ii. It has obtained an RQFII quota from the CSRC and SAFE which may be used on behalf of each Fund; iii. It has all necessary permits to engage in securities investment-related activities in Hong Kong and the People’s Republic of China (“PRC”) relating to its RQFII status and/or the performance of its obligations under this Agreement, and is in good standing with the CSRC, SAFE and the People’s Bank of China (“PBOC”); iv. It has all the requisite authority to enter into, execute, deliver and perform its obligations under this Agreement; v. The securities included in the Allocated Assets are held in account(s) that belong to the Funds and not the Sub-Adviser; and vi. Its performance of its obligations under this Agreement does not conflict with any law, regulation or order to which it is subject or with any agreements to which it is a party. (d) The Sub-Adviser hereby covenants and agrees, with respect to the Allocated Assets, that, so long as this Agreement shall remain in effect: i. It shall maintain its registration in good standing as an investment adviser under the Advisers Act, and such registration shall at all times remain current, complete and in full compliance with all applicable provisions of the Advisers Act and the rules and regulations thereunder; ii. Its performance of its obligations under this Agreement does not conflict with any law, regulation or order to which it is subject; iii. It shall maintain all necessary registrations, licenses and approvals in effect during the term of this Agreement; iv. It shall at all times fully comply Lease, the Equipment will be used by Lessee only for the purpose of performing one or more governmental or proprietary functions of Lessee consistent with the Advisers Act permissible scope of Lessee's authority and will not be used in a trade or business of any person or entity other than the rules Lessee, (f) during the period this Lease is in force, Lessee will provide Lessor with current financial statements, budgets, proof of appropriation for the ensuing fiscal year and regulations thereundersuch other financial information relating to the ability of Lessee to continue this Lease as may be reasonably requested by Lessor or its assignee, (g) the 1940 Act and rules and regulations thereunderEquipment will have a useful life in the hands of the Lessee that is substantially in excess of the Lease Term, (h) the Equipment is, and shall also at all times fully comply with all other applicable lawremain during the period this Lease is in force, rules or regulations relating personal property and when subject to its duties or obligations use by Lessee under this Agreement Lease, will not be or with any agreements become fixtures and (i) Lessee shall cause to which it is a party; v. It shall promptly notify be executed an opinion of its counsel substantially in the Adviser and the Funds upon occurrence of any event that might disqualify or prevent it from performing its duties under this Agreement, including, but not limited to, the revocation of the RQFII quota relating to the Funds; vi. It shall immediately forward, upon receipt, to the Adviser any correspondence from the SEC or any Chinese or other regulatory authority, including, but not limited to, the CSRC, SAFEform attached hereto as Exhibit 7B, and PBOC, that relates to the Funds or the Adviser generally, including SEC inspection reports, or the Sub-Adviser’s ability to provide investment advisory services to the Funds as contemplated herein and in each Fund’s prospectus; and vii. It shall notify the Adviser and the Funds promptly with respect to written material that has been provided to the Funds or the Adviser by the Sub-Adviser, or, if written material has not been provided, with respect to the information pertaining to the Sub-Adviser or Sub-Adviser’s services under this Agreement, in either case, of any untrue statement of made a material fact or of any omission of any statement of a material fact which is required to be stated therein or is necessary to make the statements contained therein not misleadingpart hereof.

REPRESENTATIONS, COVENANTS AND WARRANTIES. (a) The Adviser Advisor hereby represents and warrants as follows: i. It (1) That it is registered in good standing with the Securities and Exchange Commission as an investment adviser Advisor under the Advisers Act, and such registration is current, complete and in full compliance with all applicable provisions of the Advisers Act and the rules and regulations thereunder; ii. It (2) That it has all the requisite authority to enter into, execute, deliver and perform its obligations under this Agreement, including, without limitation, authority from the Trust to appoint the Sub-Adviser to serve as Sub-Adviser to each Fund; and iii. (3) Its performance of its obligations under this Agreement does not conflict with any law, regulation or order to which it is subject or with any agreements to which it is a partysubject. (b) The Adviser Advisor hereby covenants and agrees that, so long as this Agreement shall remain in effect: i. (1) It shall maintain its registration in good standing as an investment adviser Advisor under the Advisers Act, and such registration shall at all times remain current, complete and in full compliance with all applicable provisions of the Advisers Act and the rules and regulations thereunder; ii. (2) Its performance of its obligations under this Agreement does not conflict with any law, regulation or order to which it is subject or with any agreements to which it is a partysubject; and iii. (3) It shall at all times fully comply with the Advisers Act, the 1940 Act, all applicable rules and regulations under such Acts and all other applicable law. (c) The Sub-Adviser Advisor hereby represents and warrants, with respect to the Allocated Assets, warrants as follows: i. It (1) That it is registered in good standing with the Securities and Exchange Commission as an investment adviser Advisor under the Advisers Act, and such registration is current, complete and in full compliance with all applicable provisions of the Advisers Act and the rules and regulations thereunder; ii. It has obtained an RQFII quota from the CSRC and SAFE which may be used on behalf of each Fund; iii. It has all necessary permits to engage in securities investment-related activities in Hong Kong and the People’s Republic of China (“PRC”2) relating to its RQFII status and/or the performance of its obligations under this Agreement, and is in good standing with the CSRC, SAFE and the People’s Bank of China (“PBOC”); iv. It That it has all the requisite authority to enter into, execute, deliver and perform its obligations under this Agreement; v. The securities included in the Allocated Assets are held in account(s) that belong to the Funds and not the Sub-Adviser; and vi. (3) Its performance of its obligations under this Agreement does not conflict with any law, regulation or order to which it is subject or with any agreements to which it is a partysubject. (d) The Sub-Adviser Advisor hereby covenants and agrees, with respect to the Allocated Assets, agrees that, so long as this Agreement shall remain in effect: i. (1) It shall maintain its registration in good standing as an investment adviser Advisor under the Advisers Act, and such registration shall at all times remain current, complete and in full compliance with all applicable provisions of the Advisers Act and the rules and regulations thereunder; ii. (2) Its performance of its obligations under this Agreement does not conflict with any law, regulation or order to which it is subject; iii. It shall maintain all necessary registrations, licenses and approvals in effect during the term of this Agreement; iv. (3) It shall at all times fully comply with the Advisers Act and Act, the 1940 Act, all applicable rules and regulations thereunder, the 1940 Act under such Acts and rules and regulations thereunder, and shall also at all times fully comply with all other applicable law, rules or regulations relating to its duties or obligations under this Agreement or with any agreements to which it is a party;; and v. (4) It shall promptly notify the Adviser Advisor and the Funds Fund upon occurrence of any event that might disqualify or prevent it from performing its duties under this Agreement, including, but not limited to, the revocation of the RQFII quota relating to the Funds; vi. It shall immediately forward, upon receipt, further agrees to the Adviser any correspondence from the SEC or any Chinese or other regulatory authority, including, but not limited to, the CSRC, SAFE, and PBOC, that relates to the Funds or the Adviser generally, including SEC inspection reports, or the Sub-Adviser’s ability to provide investment advisory services to the Funds as contemplated herein and in each Fund’s prospectus; and vii. It shall notify the Adviser Advisor and the Funds Fund promptly with respect to written material that has been provided to the Funds Fund or the Adviser by Advisor for inclusion in the Sub-AdviserRegistration Statement, prospectus and statement of additional information for the Fund or any supplement or amendment thereto, or, if written material has not been provided, with respect to the information pertaining to contained in the Registration Statement, prospectus and statement of additional information or any supplement or amendment thereto, reviewed by the Sub-Adviser or Sub-Adviser’s services under this AgreementAdvisor, in either case, of any untrue statement of a material fact or of any omission of any statement of a material fact which is required to be stated therein or is necessary to make the statements contained therein not misleading.

REPRESENTATIONS, COVENANTS AND WARRANTIES. (a) The Adviser hereby represents and warrants as follows: i. It is registered with the Securities and Exchange Commission as an investment adviser under the Advisers Act, and such registration is current, complete and in full compliance with all applicable provisions of the Advisers Act and the rules and regulations thereunder; ii. It has all the requisite authority to enter into, execute, deliver and perform its obligations under this Agreement, including, without limitation, authority from the Trust to appoint the Sub-Adviser to serve as Sub-Adviser to each Fund; and iii. Its performance of its obligations under this Agreement does not conflict with any law, regulation or order to which it is subject or with any agreements to which it is a party. (b) The Adviser hereby covenants and agrees that, so long as this Agreement shall remain in effect: i. It shall maintain its registration in good standing as an investment adviser under the Advisers Act, and such registration shall at all times remain current, complete and in full compliance with all applicable provisions of the Advisers Act and the rules and regulations thereunder; ii. Its performance of its obligations under this Agreement does not conflict with any law, regulation or order to which it is subject or with any agreements to which it is a party; and iii. It shall at all times fully comply with the Advisers Act, the 1940 Act, all applicable rules and regulations under such Acts and all other applicable law. (c) The Sub-Adviser hereby represents and warrants, with respect to the Allocated Assets, as follows: i. It is registered with the Securities and Exchange Commission as an investment adviser under the Advisers Act, and such registration is current, complete and in full compliance with all applicable provisions of the Advisers Act and the rules and regulations thereunder; ii. It has obtained an RQFII quota from the CSRC and SAFE which may be used on behalf of each Fund; iii. It has all necessary permits to engage in securities investment-related activities in Hong Kong and the People’s Republic of China (“PRC”) relating to its RQFII status and/or the performance of its obligations under this Agreement, and is in good standing with the CSRC, SAFE and the People’s Bank of China (“PBOC”); iv. It has all the requisite authority to enter into, execute, deliver and perform its obligations under this Agreement; v. The securities included in the Allocated Assets are held in account(s) that belong to the Funds each Fund and not the Sub-Adviser; and vi. Its performance of its obligations under this Agreement does not conflict with any law, regulation or order to which it is subject or with any agreements to which it is a party. (d) The Sub-Adviser hereby covenants and agrees, with respect to the Allocated Assets, that, so long as this Agreement shall remain in effect: i. It shall maintain its registration in good standing as an investment adviser under the Advisers Act, and such registration shall at all times remain current, complete and in full compliance with all applicable provisions of the Advisers Act and the rules and regulations thereunder; ii. Its performance of its obligations under this Agreement does not conflict with any law, regulation or order to which it is subject; iii. It shall maintain all necessary registrations, licenses and approvals in effect during the term of this Agreement; iv. It shall at all times fully comply with the Advisers Act and the rules and regulations thereunder, the 1940 Act and rules and regulations thereunder, and shall also at all times fully comply with all other applicable law, rules or regulations relating to its duties or obligations under this Agreement or with any agreements to which it is a party; v. It shall promptly notify the Adviser and the Funds each Fund upon occurrence of any event that might disqualify or prevent it from performing its duties under this Agreement, including, but not limited to, the revocation of the RQFII quota relating to the Fundseach Fund; vi. It shall immediately forward, upon receipt, to the Adviser any correspondence from the SEC or any Chinese or other regulatory authority, including, but not limited to, the CSRC, SAFE, and PBOC, that relates to the Funds each Fund or the Adviser generally, including SEC inspection reports, or the Sub-Adviser’s ability to provide investment advisory services to the Funds each Fund as contemplated herein and in each Fund’s prospectusProspectus; and vii. It shall notify the Adviser and the Funds each Fund promptly with respect to written material that has been provided to the Funds each Fund or the Adviser by the Sub-Adviser, or, if written material has not been provided, with respect to the information pertaining to the Sub-Adviser or Sub-Adviser’s services under this Agreement, in either case, of any untrue statement of a material fact or of any omission of any statement of a material fact which is required to be stated therein or is necessary to make the statements contained therein not misleading.

REPRESENTATIONS, COVENANTS AND WARRANTIES. (a) The Adviser Advisor hereby represents and warrants as follows: i. It (1) That it is registered with the Securities and Exchange Commission as an investment adviser advisor under the Advisers Act, and such registration is current, complete and in full compliance with all applicable provisions of the Advisers Act and the rules and regulations thereunder; ii. It (2) That it has all the requisite authority to enter into, execute, deliver and perform its obligations under this Agreement, including, without limitation, authority from the Trust to appoint the Sub-Adviser to serve as Sub-Adviser to each Fund; and iii. (3) Its performance of its obligations under this Agreement does not conflict with any law, regulation or order to which it is subject or with any agreements to which it is a partysubject. (b) The Adviser Advisor hereby covenants and agrees that, so long as this Agreement shall remain in effect: i. (1) It shall maintain its registration in good standing as an investment adviser under the Advisers Act, and such registration shall at all times remain current, complete and in full compliance with all applicable provisions of the Advisers Act and the rules and regulations thereunder; ii. (2) Its performance of its obligations under this Agreement does not conflict with any law, regulation or order to which it is subject or with any agreements to which it is a partysubject; and iii. (3) It shall at all times fully comply with the Advisers Act, the 1940 Act, all applicable rules and regulations under such Acts and all other applicable law. (c) The Sub-Adviser Advisor hereby represents and warrants, with respect to the Allocated Assets, as follows: i. It (1) That it is registered with the Securities and Exchange Commission as an investment adviser advisor under the Advisers Act, and such registration is current, complete and in full compliance with all applicable provisions of the Advisers Act and the rules and regulations thereunder; ii. It has obtained an RQFII quota from the CSRC and SAFE which may be used on behalf of each Fund; iii. It has all necessary permits to engage in securities investment-related activities in Hong Kong and the People’s Republic of China (“PRC”2) relating to its RQFII status and/or the performance of its obligations under this Agreement, and is in good standing with the CSRC, SAFE and the People’s Bank of China (“PBOC”); iv. It That it has all the requisite authority to enter into, execute, deliver and perform its obligations under this Agreement; v. The securities included in the Allocated Assets are held in account(s) that belong to the Funds and not the Sub-Adviser; and vi. (3) Its performance of its obligations under this Agreement does not conflict with any law, regulation or order to which it is subject or with any agreements to which it is a partysubject. (d) The Sub-Adviser Advisor hereby covenants and agrees, with respect to the Allocated Assets, that, so long as this Agreement shall remain in effect: i. (1) It shall maintain its registration in good standing as an investment adviser advisor under the Advisers Act, and such registration shall at all times remain current, complete and in full compliance with all applicable provisions of the Advisers Act and the rules and regulations thereunder; ii. (2) Its performance of its obligations under this Agreement does not conflict with any law, regulation or order to which it is subject; iii. It shall maintain all necessary registrations, licenses and approvals in effect during the term of this Agreement; iv. (3) It shall at all times fully comply with the Advisers Act and Act, the 1940 Act, all applicable rules and regulations thereunder, the 1940 Act under such Acts and rules and regulations thereunder, and shall also at all times fully comply with all other applicable law, rules or regulations relating to its duties or obligations under this Agreement or with any agreements to which it is a party;; and v. (4) It shall promptly notify the Adviser Advisor and the Funds Fund upon occurrence of any event that might disqualify or prevent it from performing its duties under this Agreement, including, but not limited to, the revocation of the RQFII quota relating to the Funds; vi. It shall immediately forward, upon receipt, further agrees to the Adviser any correspondence from the SEC or any Chinese or other regulatory authority, including, but not limited to, the CSRC, SAFE, and PBOC, that relates to the Funds or the Adviser generally, including SEC inspection reports, or the Sub-Adviser’s ability to provide investment advisory services to the Funds as contemplated herein and in each Fund’s prospectus; and vii. It shall notify the Adviser Advisor and the Funds Fund promptly with respect to written material that has been provided to the Funds Fund or the Adviser Advisor by the Sub-AdviserAdvisor for inclusion in the Registration Statement, or any supplement or amendment thereto, or, if written material has not been provided, with respect to the information pertaining to the Sub-Adviser Advisor or Sub-AdviserAdvisor’s services under this AgreementAgreement contained in the Registration Statement, or any supplement or amendment thereto, reviewed by the Sub-Advisor, in either case, of any untrue statement of a material fact or of any omission of any statement of a material fact which is required to be stated therein or is necessary to make the statements contained therein not misleading.

REPRESENTATIONS, COVENANTS AND WARRANTIES. (a) The Adviser hereby represents and warrants as follows: i. It is registered with the Securities and Exchange Commission SEC as an investment adviser under the Advisers Act, and such registration is current, complete and in full compliance with all applicable provisions of the Advisers Act and the rules and regulations thereunder; ii. It has all the requisite authority to enter into, execute, deliver and perform its obligations under this Agreement, including, without limitation, authority from the Trust to appoint the Sub-Adviser to serve as Sub-Adviser to each Fund; and; iii. Its performance of its obligations under this Agreement does not conflict with any law, regulation or order to which it is subject or with any agreements to which it is a party; and iv. The Fund (i) is a “qualified institutional buyer” within the meaning of Rule 144A under the U.S. Securities Act of 1933, as amended, (ii) is a “qualified eligible person” as defined in U.S. Commodity Futures Trading Commission (the “CFTC”) Regulation 4.7 and consents to its account being treated as an exempt account under CFTC Regulation 4.7, (iii) is an “eligible contract participant,” as defined in Section 1a(18) of the U.S. Commodity Exchange Act, as amended (the “CEA”), and (iv) is not required to be a member of the National Futures Association because it is either exempt from registration under the CEA or it does not engage in activities that require such registration. (b) The Adviser hereby covenants and agrees that, so long as this Agreement shall remain in effect: i. It shall maintain its registration in good standing as an investment adviser under the Advisers Act, and such registration shall at all times remain current, complete and in full compliance with all applicable provisions of the Advisers Act and the rules and regulations thereunder; ii. Its performance of its obligations under this Agreement does not conflict with any law, regulation or order to which it is subject or with any agreements to which it is a party; and iii. It shall at all times fully comply with the Advisers Act, the 1940 Act, all applicable rules and regulations under such Acts and all other applicable law. (c) The Sub-Adviser hereby represents and warrants, with respect to the Allocated Assets, as follows: i. It is registered with the Securities and Exchange Commission SEC as an investment adviser under the Advisers Act, and such registration is current, complete and in full compliance with all applicable provisions of the Advisers Act and the rules and regulations thereunder; ii. It has obtained an RQFII quota from the CSRC and SAFE which may be used on behalf of each Fund; iii. It has all necessary permits to engage in securities investment-related activities in Hong Kong and the People’s Republic of China (“PRC”) relating to its RQFII status and/or the performance of its obligations under this Agreement, and is in good standing with the CSRC, SAFE and the People’s Bank of China (“PBOC”); iv. It has all the requisite authority to enter into, execute, deliver and perform its obligations under this Agreement; v. iii. The securities included in the Allocated Assets are held in account(s) that belong to the Funds and not the Sub-Adviser; and viiv. Its performance of its obligations under this Agreement does not conflict with any law, regulation or order to which it is subject or with any agreements to which it is a party. (d) The Sub-Adviser hereby covenants and agrees, with respect to the Allocated Assets, that, so long as this Agreement shall remain in effect: i. It shall maintain its registration in good standing as an investment adviser under the Advisers Act, and such registration shall at all times remain current, complete and in full compliance with all applicable provisions of the Advisers Act and the rules and regulations thereunder; ii. Its performance of its obligations under this Agreement does not conflict with any law, regulation or order to which it is subject; iii. It shall maintain all necessary registrations, licenses and approvals in effect during the term of this Agreement; iv. It shall at all times fully comply with the Advisers Act and the rules and regulations thereunder, the 1940 Act and rules and regulations thereunder, the requirements of Subchapter M of the Internal Revenue Code applicable to regulated investment companies and shall also at all times fully comply with all other applicable law, rules or regulations relating to its duties or obligations under this Agreement or with any agreements to which it is a party; v. Upon reasonable request, the Sub-Adviser shall provide the Adviser with all information requested by the Adviser including, but not limited to, summaries of any applicable compliance policies and procedures and periodic reviews of the same that relate to the Allocated Assets and periodic certifications, in a form reasonably acceptable to the Adviser, attesting to such written policies and procedures. vi. It shall promptly notify the Adviser and the Funds upon occurrence of any event that might disqualify or prevent it from performing its duties under this Agreement, including, but not limited to, the revocation of the RQFII quota relating to the Funds; vivii. It shall immediately forward, upon receipt, to the Adviser any correspondence from the SEC or any Chinese or other regulatory authority, including, but not limited to, the CSRC, SAFE, and PBOC, that relates to the Funds or the Adviser generally, including SEC inspection reports, or the Sub-Adviser’s ability to provide investment advisory services to the Funds as contemplated herein and in each Fund’s prospectus; and; viiviii. It shall notify the Adviser and the Funds promptly with respect to written material that has been provided to the Funds or the Adviser by the Sub-Adviser, or, if written material has not been provided, with respect to the information pertaining to the Sub-Adviser or Sub-Adviser’s services under this Agreement, in either case, of any untrue statement of a material fact or of any omission of any statement of a material fact which is required to be stated therein or is necessary to make the statements contained therein not misleading; ix. It has established and will keep in effect a “disaster recovery” preparedness plan that sets forth procedures for recovery of critical business functions. The Sub-Adviser shall notify the Adviser of the occurrence of any event requiring the Sub-Adviser to implement any procedures under such plan with respect to the Allocated Assets; x. It has established and will keep in effect policies and procedures reasonably designed to detect and prevent cybersecurity breaches, including without limitation, malware, viruses, and other unauthorized access to information and information systems maintained by the Sub-Adviser at all times in compliance with all applicable laws and regulations. The Sub-Adviser will notify the Adviser of the occurrence of any security incident that is related to the Allocated Assets or data relating to the Allocated Assets for which the Sub-Adviser becomes aware; and xi. It shall notify the Adviser as promptly upon detection of any breach of the investment policies and procedures or breach of other applicable limitations or requirements due to investment activity by the Sub-Adviser in connection with its management of the Allocated Assets (a “Breach”), and the Sub-Adviser will commence action to correct any trade error or Breach upon detection of any trade error in connection with its management of the Allocated Assets. The Sub-Adviser shall cooperate with the Adviser to remediate all trade errors or Breaches impacting the Fund, which, for the avoidance of doubt, may include reimbursement from the Sub-Adviser to the Fund. In addition, the Sub-Adviser shall, upon request, provide the Adviser and the Trust, or their agents, with any information it may have related to any trade error or Breach with respect to the Allocated Assets in the Fund, its analysis and correction.

REPRESENTATIONS, COVENANTS AND WARRANTIES. (a) The Adviser Advisor hereby represents and warrants as follows: i. It (1) That it is registered with the Securities and Exchange Commission as an investment adviser under the Advisers Act, and such registration is current, complete and in full compliance with all applicable provisions of the Advisers Act and the rules and regulations thereunder; ii. It (2) That it has all the requisite authority to enter into, execute, deliver and perform its obligations under this Agreement, including, without limitation, authority from the Trust to appoint the Sub-Adviser to serve as Sub-Adviser to each Fund; and iii. (3) Its performance of its obligations under this Agreement does not conflict with any law, regulation or order to which it is subject or with any agreements to which it is a partysubject. (b) The Adviser Advisor hereby covenants and agrees that, so long as this Agreement shall remain in effect: i. (1) It shall maintain its registration in good standing as an investment adviser under the Advisers Act, and such registration shall at all times remain current, complete and in full 111 compliance with all applicable provisions of the Advisers Act and the rules and regulations thereunder; ii. (2) Its performance of its obligations under this Agreement does not conflict with any law, regulation or order to which it is subject or with any agreements to which it is a partysubject; and iii. (3) It shall at all times fully comply with the Advisers Act, the 1940 Act, all applicable rules and regulations under such Acts and all other applicable law. (c) The Sub-Adviser Advisor hereby represents and warrants, with respect to the Allocated Assets, warrants as follows: i. It (1) That it is registered with the Securities and Exchange Commission as an investment adviser under the Advisers Act, and such registration is current, complete and in full compliance with all applicable provisions of the Advisers Act and the rules and regulations thereunder; ii. It has obtained an RQFII quota from the CSRC and SAFE which may be used on behalf of each Fund; iii. It has all necessary permits to engage in securities investment-related activities in Hong Kong and the People’s Republic of China (“PRC”2) relating to its RQFII status and/or the performance of its obligations under this Agreement, and is in good standing with the CSRC, SAFE and the People’s Bank of China (“PBOC”); iv. It That it has all the requisite authority to enter into, execute, deliver and perform its obligations under this Agreement; v. The securities included in the Allocated Assets are held in account(s) that belong to the Funds and not the Sub-Adviser; and vi. (3) Its performance of its obligations under this Agreement does not conflict with any law, regulation or order to which it is subject or with any agreements to which it is a partysubject. (d) The Sub-Adviser Advisor hereby covenants and agrees, with respect to the Allocated Assets, agrees that, so long as this Agreement shall remain in effect: i. (1) It shall maintain its registration in good standing as an investment adviser under the Advisers Act, and such registration shall at all times remain current, complete and in full compliance with all applicable provisions of the Advisers Act and the rules and regulations thereunder; ii. (2) Its performance of its obligations under this Agreement does not conflict with any law, regulation or order to which it is subject; iii. It shall maintain all necessary registrations, licenses and approvals in effect during the term of this Agreement; iv. (3) It shall at all times fully comply with the Advisers Act and Act, the applicable provisions of the 1940 Act, all applicable rules and regulations thereunder, the 1940 Act under such Acts and rules and regulations thereunder, and shall also at all times fully comply with all other applicable law, rules or regulations relating to its duties or obligations under this Agreement or with any agreements to which it is a party;; and v. (4) It shall promptly notify the Adviser Advisor and the Funds Fund upon occurrence of any event that might disqualify or prevent it from performing its duties under this Agreement, including, but not limited to, the revocation of the RQFII quota relating to the Funds; vi. It shall immediately forward, upon receipt, further agrees to the Adviser any correspondence from the SEC or any Chinese or other regulatory authority, including, but not limited to, the CSRC, SAFE, and PBOC, that relates to the Funds or the Adviser generally, including SEC inspection reports, or the Sub-Adviser’s ability to provide investment advisory services to the Funds as contemplated herein and in each Fund’s prospectus; and vii. It shall notify the Adviser Advisor and the Funds Fund promptly with respect to written material that has been provided to the Funds Fund or the Adviser by Advisor for inclusion in the Sub-AdviserRegistration Statement, prospectus and statement of additional information for the Fund or any supplement or amendment thereto, or, if written material has not been provided, with respect to the information pertaining to contained in the Registration Statement, prospectus and statement of additional information or any supplement or amendment thereto, reviewed by the Sub-Adviser or Sub-Adviser’s services under this AgreementAdvisor, in either case, of any untrue statement of a material fact or of any omission of any statement of a material fact which is required to be stated therein or is necessary to make the statements contained therein not misleading.