Common use of REPRESENTATIONS OF SUB-ADVISER Clause in Contracts

REPRESENTATIONS OF SUB-ADVISER. Sub-Adviser represents and warrants that it is registered with the Securities and Exchange Commission under the Advisers Act. Sub-Adviser agrees that it shall remain so registered throughout the term of this Agreement and shall notify Adviser immediately if Sub-Adviser ceases to be so registered as an investment adviser. Sub-Adviser further represents and warrants that it: (a) is duly organized and validly existing under the laws of the state of its organization with the power to own and possess its assets and carry on its business as it is now being conducted; (b) has the authority to enter into and perform the services contemplated by this Agreement; (c) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (d) has met, and will continue to seek to meet for the duration of this Agreement, any other applicable federal or state requirements, and the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform its services under this Agreement; and (e) will promptly notify Adviser of the occurrence of any event that would disqualify it from serving as an investment adviser to an investment company pursuant to Section 9(a) of the 1940 Act. In addition, Sub-Adviser represents that it has provided Adviser with copies of each of the following documents: (i) Sub-Adviser's Form ADV as filed with the Securities Exchange Commission; and (ii) separate lists of persons who Sub-Adviser wishes to have authorized to give written and/oral instructions to the custodians of the Fund's assets for the Fund. Sub-Adviser will furnish Adviser from time to time with copies, properly certified or otherwise authenticated, of all material amendments of or supplements to the foregoing, if any. Such amendments or supplements as to items (i) through (ii) will be provided within 10 days of the time such materials became available to Sub-Adviser.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents and warrants that it (i) is registered with the Securities and Exchange Commission as an investment adviser under the Advisers Act. Sub-Adviser agrees that it shall remain so registered throughout the term of this Agreement Act and shall notify Adviser immediately if Sub-Adviser ceases will continue to be so registered for so long as an investment adviser. Sub-Adviser further represents and warrants that it: (a) is duly organized and validly existing under the laws of the state of its organization with the power to own and possess its assets and carry on its business as it is now being conductedthis Agreement remains in effect; (b) has the authority to enter into and perform the services contemplated by this Agreement; (cii) is not prohibited by the 1940 Investment Company Act or the Advisers Act from performing the services contemplated by this Agreement; (diii) has met, and will seek to continue to seek to meet for the duration of so long as this AgreementAgreement remains in effect, any other applicable federal or state requirements, and or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform its the services under contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (ev) will promptly notify the Adviser of the occurrence of any event that would disqualify it the Sub-Adviser from serving as an investment adviser to of an investment company pursuant to Section 9(a) of the 1940 ActInvestment Company Act or otherwise. In addition, The Sub-Adviser represents that it has provided adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and Rule 204A-1 under the Advisers Act and will provide the Adviser and the Board with copies a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of the end of the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of the following documents: (i) Sub-Adviser shall certify to the Adviser that the Sub-Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Sub-Adviser's Form ADV as filed with the Securities Exchange Commission; and (ii) separate lists ’s code of persons who Sub-Adviser wishes ethics or, if such a violation has occurred, that appropriate action was taken in response to have authorized to give written and/oral instructions to the custodians of the Fund's assets for the Fundsuch violation. The Sub-Adviser will notify the Adviser of any change of control of the Sub-Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Fund or senior management of the Sub-Adviser, in each case prior to or as soon after such change as possible. The Sub-Adviser has provided the Adviser with a copy of its Form ADV, as most recently filed with the SEC, and promptly will furnish Adviser from time to time with copies, properly certified or otherwise authenticated, a copy of all material amendments of or supplements to the foregoingAdviser at least annually. The Sub-Adviser will cooperate promptly and fully with the Adviser and/or the Board of Trustees in responding to any regulatory or compliance examinations or inspections (including information requests) relating to the Fund or the Adviser brought by any governmental or regulatory authorities having appropriate jurisdiction (including, if anybut not limited to, the SEC). Such amendments The Sub-Adviser will maintain separate detailed records of all matters pertaining to it provision of investment advice and services to the Fund hereunder. Any records required to be maintained and preserved pursuant to the provisions of Rule 31a-1 and Rule 31a-2 under the Investment Company Act that are prepared or supplements as to items (i) through (ii) maintained by the Sub-Adviser on behalf of the Fund are the property of the Fund and will be provided within 10 days promptly to the Fund upon request by the Adviser and/or the Board of the time such materials became available to Trustees. The Sub-AdviserAdviser further agrees to preserve for the periods prescribed in Rule 31a-2 under the Investment Company Act the records required to be maintained under Rule 31a-1 under the Investment Company Act.

REPRESENTATIONS OF SUB-ADVISER. Sub-Adviser represents and warrants that it is registered with the Securities and Exchange Commission under the Advisers Act. Sub-Adviser agrees that it shall remain so registered throughout the term of this Agreement and shall notify Adviser immediately if Sub-Adviser ceases to be so registered as an investment adviser. Sub-Adviser will advise Adviser of any change in the membership of its general partners within a reasonable time after any such change. Sub-Adviser further represents and warrants that it: (a) is duly organized and validly existing under the laws of the state of its organization with the power to own and possess its assets and carry on its business as it is now being conducted; (b) has the authority to enter into and perform the services contemplated by this Agreement; (c) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (d) has met, and will continue to seek to meet for the duration of this Agreement, any other applicable federal or state requirements, and the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform its services under this Agreement; and (e) will promptly notify Adviser of the occurrence of any event that would disqualify it from serving as an investment adviser to an investment company pursuant to Section 9(a) of the 1940 Act. In addition, Sub-Adviser represents that it has provided Adviser with copies of each of the following documents: (i) Sub-Adviser's Form ADV as filed with the Securities Exchange Commission; and (ii) separate lists of persons who Sub-Adviser wishes to have authorized to give written and/oral instructions to the custodians of the FundFund Group's assets for the FundPortfolio. Sub-Adviser will furnish Adviser from time to time with copies, properly certified or otherwise authenticated, of all material amendments of or supplements to the foregoing, if any. Such amendments or supplements as to items (i) through (ii) will be provided within 10 days of the time such materials became available to Sub-Adviser.

REPRESENTATIONS OF SUB-ADVISER. Sub-Adviser represents and warrants that it is registered with the Securities and Exchange Commission under the Advisers Act. Sub-Adviser agrees that it shall remain so registered throughout the term of this Agreement and shall notify Adviser immediately if Sub-Adviser ceases to be so registered as an investment adviser. Sub-Adviser further represents and warrants that itAdviser: (a) is duly organized and validly existing under the laws of the state of its organization with the power to own and possess its assets and carry on its business as it is now being conducted; , (b) has the authority to enter into and perform the services contemplated by this Agreement; , (c) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; , (d) has met, and will continue to seek to meet for the duration of this Agreement, any other applicable federal or state requirements, and the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform its services under this Agreement; and , (e) will promptly notify Adviser of the occurrence of any event that would disqualify it from serving as an investment adviser to an investment company pursuant to Section 9(a) of the 1940 Act, and (f) will notify Adviser of any change in the membership of the senior management and investment professional staff of the Sub-Adviser within a reasonable time after such change. In addition, Sub-Adviser represents that it has provided Adviser with copies of each of the following documents: (i) Sub-Adviser's Form ADV as filed with the Securities Exchange Commission; and (ii) separate lists of persons who Sub-Adviser wishes to have authorized to give written and/and/or oral instructions to the custodians Custodians of the Fund's Fund assets for the FundPortfolio. Sub-Adviser will furnish Adviser from time to time with copies, properly certified or otherwise authenticated, of all material amendments of or supplements to the foregoing, if any. Such amendments or supplements as to items (i) through (ii) will be provided within 10 30 days of the time such materials became available to Sub-Adviser.

REPRESENTATIONS OF SUB-ADVISER. Sub-Adviser represents and warrants that it is registered with the Securities and Exchange Commission under the Advisers Act. Sub-Adviser agrees that it shall remain so registered throughout the term of this Agreement and shall notify Adviser immediately if Sub-Adviser ceases to be so registered as an investment adviser. Sub-Adviser further represents and warrants that it: (a) is duly organized and validly existing under the laws of the state of its organization with the power to own and possess its assets and carry on its business as it is now being conducted; (b) has the authority to enter into and perform the services contemplated by this Agreement; (c) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (d) has met, and will continue to seek to meet for the duration of this Agreement, any other applicable federal or state requirements, and the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform its services under this Agreement; and (e) will promptly notify Adviser of the occurrence of any event that would disqualify it from serving as an investment adviser to an investment company pursuant to Section 9(a) of the 1940 Act. In addition, Sub-Adviser represents that it has provided Adviser with copies of each of the following documents: (i) Sub-Adviser's Form ADV as filed with the Securities Exchange Commission; and (ii) separate lists of persons who Sub-Adviser wishes to have authorized to give written and/oral instructions to the custodians of the Fund's assets for the Fundeach Portfolio. Sub-Adviser will furnish Adviser from time to time with copies, properly certified or otherwise authenticated, of all material amendments of or supplements to the foregoing, if any. Such amendments or supplements as to items (i) through (ii) will be provided within 10 days of the time such materials became available to Sub-Adviser.

REPRESENTATIONS OF SUB-ADVISER. Sub-Adviser represents and warrants that it is registered with the Securities and Exchange Commission under the Advisers Act. Sub-Adviser agrees that it shall will use all commercially reasonable efforts to remain so registered throughout the term of this Agreement and shall will notify Adviser immediately if Sub-Adviser ceases to be so registered as an investment adviser. Sub-Adviser further represents and warrants that itAdviser: (a) is duly organized and validly existing under the laws of the state of its organization with the power to own and possess its assets and carry on its business as it is now being conducted; , (b) has the authority to enter into and perform the services contemplated by this Agreement; , (c) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; , (d) has met, and will continue to seek to meet for the duration of this Agreement, any other applicable federal or state requirements, and the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform its services under this Agreement; and , (e) will promptly notify Adviser of the occurrence of any event that would disqualify it from serving as an investment adviser to an investment company pursuant to Section 9(a) of the 1940 Act, and (f) will notify Adviser of any change in the controlling shareholders of the Sub- Adviser, or any change in ownership constituting an "assignment" for purposes of the 1940 Act, within a reasonable time after such change. In addition, Sub-Adviser represents that it has provided Adviser with copies of each of the following documents: (i) Sub-Adviser's Form ADV as filed with the Securities Exchange Commission; and (ii) separate lists of persons who Sub-Adviser wishes to have authorized to give written and/and/or oral instructions to the custodians Custodians of the Fund's Fund assets for the FundFund Portfolios. Sub-Adviser will furnish Adviser from time to time with copies, properly certified or otherwise authenticated, of all material amendments of or supplements to the foregoing, if any. Such amendments or supplements as to items (i) through (ii) will be provided within 10 30 days of the time such materials became available to Sub-Adviser.

REPRESENTATIONS OF SUB-ADVISER. Sub-Adviser represents and warrants that it is registered with the Securities and Exchange Commission under the Advisers Act. Sub-Adviser agrees that it shall will use all commercially reasonable efforts to remain so registered throughout the term of this Agreement and shall will notify Adviser immediately if Sub-Adviser ceases to be so registered as an investment adviser. Sub-Adviser further represents and warrants that itAdviser: (a) is duly organized and validly existing under the laws of the state of its organization with the power to own and possess its assets and carry on its business as it is now being conducted; , (b) has the authority to enter into and perform the services contemplated by this Agreement; , (c) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; , (d) has met, and will continue to seek to meet for the duration of this Agreement, any other applicable federal or state requirements, and the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform its services under this Agreement; and , (e) will promptly notify Adviser of the occurrence of any event that would disqualify it from serving as an investment adviser to an investment company pursuant to Section 9(a) of the 1940 Act, and (f) will notify Adviser of any change in shareholders of the Sub-Adviser within a reasonable time after such change. In addition, Sub-Adviser represents that it has provided Adviser with copies of each of the following documents: (i) Sub-Adviser's ’s Form ADV as filed with the Securities and Exchange Commission; and (ii) separate lists of persons who Sub-Adviser wishes to have authorized to give written and/and/or oral instructions to the custodians Custodians of the Fund's Fund assets for the FundFund Portfolios. Sub-Adviser will furnish Adviser from time to time with copies, properly certified or otherwise authenticated, of all material amendments of or supplements to the foregoing, if any. Such amendments or supplements as to items (i) through (ii) will be provided within 10 30 days of the time such materials became available to Sub-Adviser.

REPRESENTATIONS OF SUB-ADVISER. Sub-Adviser represents and warrants that it is registered with the Securities and Exchange Commission under the Advisers Act. Sub-Adviser agrees that it shall will use all commercially reasonable efforts to remain so registered throughout the term of this Agreement and shall will notify Adviser immediately if Sub-Adviser ceases to be so registered as an investment adviser. Sub-Adviser further represents and warrants that itAdviser: (a) is duly organized and validly existing under the laws of the state of its organization with the power to own and possess its assets and carry on its business as it is now being conducted; , (b) has the authority to enter into and perform the services contemplated by this Agreement; , (c) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; , (d) has met, and will continue to seek to meet for the duration of this Agreement, any other applicable federal or state requirements, and the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform its services under this Agreement; and , (e) will promptly notify Adviser of the occurrence of any event that would disqualify it from serving as an investment adviser to an investment company pursuant to Section 9(a) of the 1940 Act, and (f) will notify Adviser of any change in shareholders of the Sub-Adviser within a reasonable time after such change. In addition, Sub-Adviser represents that it has provided Adviser with copies of each of the following documents: (i) Sub-Adviser's Form ADV as filed with the Securities Exchange Commission; and (ii) separate lists of persons who Sub-Adviser wishes to have authorized to give written and/and/or oral instructions to the custodians Custodians of the Fund's Fund assets for the FundFund Portfolios. Sub-Sub- Adviser will furnish Adviser from time to time with copies, properly certified or otherwise authenticated, of all material amendments of or supplements to the foregoing, if any. Such amendments or supplements as to items (i) through (ii) will be provided within 10 30 days of the time such materials became available to Sub-Adviser.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents represents, warrants and warrants that it agrees as follows: (a) The Sub-Adviser (i) is registered with the Securities and Exchange Commission as an investment adviser under the Advisers Act. Sub-Adviser agrees that it shall remain so registered throughout the term of this Agreement Act and shall notify Adviser immediately if Sub-Adviser ceases will continue to be so registered for so long as an investment adviser. Sub-Adviser further represents and warrants that it: this Contract remains in effect; (aii) is duly organized and validly existing under not prohibited by the laws of 1940 Act, the state of its organization with Advisers Act or other law, regulation or order from performing the power to own and possess its assets and carry on its business as it is now being conductedservices contemplated by this Contract; (biii) has met and will seek to continue to meet for so long as this Contract remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Contract; (iv) has the authority to enter into and perform the services contemplated by this Agreement; (c) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (d) has met, and will continue to seek to meet for the duration of this Agreement, any other applicable federal or state requirements, and the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform its services under this AgreementContract; and (ev) will promptly notify the Trust and Adviser of the occurrence of any event that would disqualify it the Sub-Adviser from serving as an investment adviser to of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Sub- Adviser will also immediately notify the Trust and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, or any threat thereof, before or by any court, public board or body, directly involving the affairs of the Fund. (b) The Sub-Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Sub-Adviser, its employees, officers, and agents ("Compliance Procedures") and, the Adviser and the Trust have been provided a copy of a summary of the Compliance Procedures and any amendments thereto. (c) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Adviser and the Trust with a copy of such code of ethics, together with evidence of its adoption and a certification that the Sub-Adviser has adopted procedures reasonably necessary to prevent violations of such code of ethics. Within thirty (30) days following the end of the last calendar quarter of each year that this Contract is in effect, the Sub-Adviser shall furnish to the Trust and12 the Adviser (a) a written report that describes any issues arising under the code of ethics or procedures during the relevant period, including, but not limited to, information about material violations of the code or procedures and sanctions imposed in response to material violations; and (b) a written certification that the Sub-Adviser has adopted procedures reasonably necessary to prevent violations of the code of ethics. In addition, Sub-the Sub- Adviser represents that it has provided Adviser with copies of each of the following documents: shall (i) promptly report to the Board in writing any material amendments to its code of ethics; (ii) immediately furnish to the Board all material information regarding any violation of the code of ethics by any person who would be considered an Access Person under the Trust's and Adviser's code of ethics, if such person were not subject to the Sub-Adviser's code of ethics; and (iii) provide quarterly reports to the Adviser on any material violations of the Sub-Adviser's code of ethics during the period so indicated. Upon the reasonable written request of the Adviser, the Sub-Adviser shall permit the Adviser, its employees or its agents to examine the reports required to be made to the Sub-Adviser by Rule 17j-1(c)(1) and all other records relevant to the Sub-Adviser's code of ethics. (d) The Sub-Adviser has provided the Trust and the Adviser with a copy of its Form ADV, which as of the date of this Contract is its Form ADV as most recently filed with the Securities Exchange Commission; SEC and (ii) separate lists promptly will furnish a copy of persons who any material amendments to the Trust and the Adviser at least annually. Such amendments shall reflect significant developments affecting the Sub-Adviser wishes to have authorized to give written and/oral instructions to Adviser, as required by the custodians of the Fund's assets for the FundAdvisers Act. (e) The Sub-Adviser will furnish notify the Trust and the Adviser from time of any change of control of the Sub-Adviser, including any change of its general partners, controlling persons or 25% shareholders, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Fund Account or senior management of the Sub-Adviser, in each case prior to time with copies, properly certified or otherwise authenticated, such change if the Sub-Adviser is aware of such change but in any event not later than promptly after such change. The Sub-Adviser agrees to bear all material amendments reasonable expenses of or supplements to the foregoingTrust and Adviser, if any, arising out of such change. Such amendments (f) The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or supplements as professional liability insurance coverage equal to items not less than $5,000,000. (ig) through The Sub-Adviser will not use any material, non-public information concerning portfolio companies that may be in or come into its possession or the possession of any of its affiliates or employees, nor will the Sub-Adviser seek to obtain any such information, in providing investment advice or investment management services to the Fund. (iih) The Sub-Adviser agrees that neither it, nor any of its affiliates, will be provided within 10 days in any way refer directly or indirectly to its relationship with the Trust, the Fund, the Adviser or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the time such materials became available to Adviser. However, the Sub-AdviserAdviser may use the performance of the Fund Account in its composite performance. 13.

REPRESENTATIONS OF SUB-ADVISER. Sub-Adviser represents and warrants that it is registered with the Securities and Exchange Commission under the Advisers Act. Sub-Adviser agrees that it shall remain so registered throughout the term of this Agreement and shall notify Adviser immediately if Sub-Adviser ceases to be so registered as an investment adviser. Sub-Adviser further represents and warrants that it: (a) is duly organized and validly existing under the laws of the state of its organization with the power to own and possess its assets and carry on its business as it is now being conducted; (b) has the authority to enter into and perform the services contemplated by this Agreement; (c) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (d) has met, and will continue to seek to meet for the duration of this Agreement, any other applicable federal or state requirements, and the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform its services under this Agreement; and (e) will promptly notify Adviser of the occurrence of any event that would disqualify it from serving as an investment adviser to an investment company pursuant to Section 9(a) of the 1940 Act. In addition, Sub-Adviser represents that it has provided Adviser with copies of each of the following documents: (i) Sub-Adviser's Form ADV as filed with the Securities Exchange Commission; and (ii) separate lists of persons who Sub-Adviser wishes to have authorized to give written and/oral instructions to the custodians of the Fund's assets for the Fund. Sub-Adviser will furnish Adviser from time to time with copies, properly certified or otherwise authenticated, of all material amendments of or supplements to the foregoing, if any. Such amendments or supplements as to items (i) through (ii) will be provided within 10 30 days of the time such materials became available to Sub-Adviser.

REPRESENTATIONS OF SUB-ADVISER. Sub-Adviser represents and warrants that it is registered with the Securities and Exchange Commission under the Advisers Act. Sub-Adviser agrees that it shall remain so registered throughout the term of this Agreement and shall notify Adviser immediately if Sub-Adviser ceases to be so registered as an investment adviser. Sub-Adviser further represents and warrants that itAdviser: (a) is duly organized and validly existing under the laws of the state of its organization with the power to own and possess its assets and carry on its business as it is now being conducted; , (b) has the authority to enter into and perform the services contemplated by this Agreement; , (c) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; , (d) has met, and will continue to seek to meet for the duration of this Agreement, any other applicable federal or state requirements, and the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform its services under this Agreement; and , (e) will promptly notify Adviser of the occurrence of any event that would disqualify it from serving as an investment adviser to an investment company pursuant to Section 9(a) of the 1940 Act, and (f) will notify Adviser of any change in the membership of the general partners of the Sub-Adviser within a reasonable time after such change. In addition, Sub-Adviser represents that it has provided Adviser with copies of each of the following documents: (i) Sub-Adviser's Form ADV as filed with the Securities Exchange Commission; and (ii) separate lists of persons who Sub-Adviser wishes to have authorized to give written and/and/or oral instructions to the custodians Custodians of the Fund's Fund assets for the FundPortfolio. Sub-Adviser will furnish Adviser from time to time with copies, properly certified or otherwise authenticated, of all material amendments of or supplements to the foregoing, if any. Such amendments or supplements as to items (i) through (ii) will be provided within 10 30 days of the time such materials became available to Sub-Adviser.

REPRESENTATIONS OF SUB-ADVISER. Sub-Adviser represents and warrants that it is registered with the Securities and Exchange Commission under the Advisers Act. Sub-Adviser agrees that it shall remain so registered throughout the term of this Agreement and shall notify Adviser immediately if Sub-Adviser ceases to be so registered as an investment adviser. Sub-Adviser further represents and warrants that it: (a) is duly organized and validly existing under the laws of the state of its organization with the power to own and possess its assets and carry on its business as it is now being conducted; (b) has the authority to enter into and perform the services contemplated by this Agreement; (c) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (d) has met, and will continue to seek to meet for the duration of this Agreement, any other applicable federal or state requirements, and the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform its services under this Agreement; and (e) will promptly notify Adviser of the occurrence of any event that would disqualify it from serving as an investment adviser to an investment company pursuant to Section 9(a) of the 1940 Act. In addition, Sub-Adviser represents that it has provided Adviser with copies of each of the following documents: (i) Sub-Adviser's Form ADV as filed with the Securities Exchange Commission; and (ii) separate lists of persons who Sub-Adviser wishes to have authorized to give written and/oral instructions to the custodians of the Fund's assets for the Fundeach Portfolio. Sub-Adviser will furnish Adviser from time to time with copies, properly certified or otherwise authenticated, of all material amendments of or supplements to the foregoing, if any. Such amendments or supplements as to items (i) through (ii) will be provided within 10 days of the time such materials became available to Sub-Adviser.Sub-