Common use of REPRESENTATIONS OF SUB-ADVISER Clause in Contracts

REPRESENTATIONS OF SUB-ADVISER. Sub-Adviser represents and warrants as follows: (a) Sub-Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has appointed a Chief Compliance Officer under Rule 206(4)-7 under the Advisers Act; (iv) shall have adopted, by the date the registration statement of the Funds becomes effective under the 1933 Act, written policies and procedures that are reasonably designed to prevent violations of the Advisers Act from occurring, detect violations that have occurred, and correct promptly any violations that have occurred, and will provide promptly notice of any material violations relating to any Fund to the Manager; (v) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency as necessary to be met in order to perform services contemplated by this Agreement; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify the Manager of the occurrence of any event that would disqualify Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. (b) 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 Manager with a copy of the code of ethics. Within 60 days of the end of the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of Sub-Adviser shall certify to the Manager that Sub-Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of Sub-Adviser’s code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. (c) By the date the registration statement of the Funds becomes effective under the 1933 Act, Sub-Adviser shall have provided the Manager with a copy of its Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the Securities and Exchange Commission (“SEC”), and promptly will furnish a copy of all amendments thereto to Manager. (d) Sub-Adviser will promptly notify the Manager of any changes in its managers, members, general partners, and/or other persons with control over Sub-Adviser or in the key personnel who are either the portfolio manager(s) responsible for managing the Allocated Assets or Sub-Adviser’s Chief Executive Officer or President, or if there is otherwise an actual or pending change in control (within the meaning of the 0000 Xxx) of Sub-Adviser.

REPRESENTATIONS OF SUB-ADVISER. Sub-Adviser represents and warrants as follows: (a) The Sub-Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Investment Company Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has appointed a Chief Compliance Officer under Rule 206(4)-7 under the Advisers Act; (iv) shall have adoptedmet, by the date the registration statement of the Funds becomes effective under the 1933 Act, written policies and procedures that are reasonably designed to prevent violations of the Advisers Act from occurring, detect violations that have occurred, and correct promptly any violations that have occurred, and will provide promptly notice of any material violations relating to any Fund to the Manager; (v) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency as agency, necessary to be met in order to perform the services contemplated by this Agreement; (viiv) has the authority to enter into and perform the services contemplated by this Agreement; and (viiv) will promptly notify the Manager Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. (b) . The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and Rule 204A-1 under the Advisers Act and will provide the Manager Adviser and the Board with a copy of the such code of ethics, together with evidence of its adoption. Within 60 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 Sub-Adviser shall certify to the Manager 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 code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. (c) By the date the registration statement of the Funds becomes effective under the 1933 Act, Sub-Adviser shall have provided the Manager with a copy of its Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the Securities and Exchange Commission (“SEC”), and promptly will furnish a copy of all amendments thereto to Manager. (d) . The Sub-Adviser will promptly notify the Manager Adviser of any changes in its managers, members, general partners, and/or other persons with change of control over of the Sub-Adviser or Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) responsible for managing of the Allocated Assets Fund or senior management of the Sub-Adviser’s Chief Executive Officer , in each case prior to or Presidentas 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 a copy of all amendments to the Adviser 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 if there is otherwise an actual compliance examinations or pending change in control inspections (within including information requests) relating to the meaning Fund or the Adviser brought by any governmental or regulatory authorities having appropriate jurisdiction (including, but not limited to, the SEC). 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 maintained by the Sub-Adviser on behalf of the 0000 Xxx) Fund are the property of the Fund and will be provided promptly to the Fund upon request by the Adviser and/or the Board of 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 as follows: (a) Sub-Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has appointed a Chief Compliance Officer under Rule 206(4)-7 under the Advisers Act; (iv) shall have adopted, by the date the registration statement of the Funds becomes effective under the 1933 Act, written policies and procedures that are reasonably designed to prevent violations of the Advisers Act from occurring, detect violations that have occurred, and correct promptly any violations that have occurred, and will provide promptly notice of any material violations relating to any Fund to the Manager; (v) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency as necessary to be met in order to perform services contemplated by this Agreement; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify the Manager of the occurrence of any event that would disqualify Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. (b) 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 Manager with a copy of the code of ethics. Within 60 days of the end of the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of Sub-Adviser shall certify to the Manager that Sub-Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of Sub-Adviser’s code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. (c) By the date the registration statement of the Funds becomes effective under the 1933 Act, Sub-Adviser shall have provided the Manager with a copy of its Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the Securities and Exchange Commission (“SEC”), and promptly will furnish a copy of all amendments thereto to ManagerAdviser. (d) Sub-Adviser will promptly notify the Manager Adviser of any changes in its managers, members, general partners, and/or other persons with control over Sub-Adviser or in the key personnel who are either the portfolio manager(s) responsible for managing the Allocated Assets or Sub-Adviser’s Chief Executive Officer or President, or if there is otherwise an actual or pending change in control (within the meaning of the 0000 Xxx) of Sub-Adviser.

REPRESENTATIONS OF SUB-ADVISER. Sub-Adviser represents and warrants as follows: (a) Sub-Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has appointed a Chief Compliance Officer under Rule 206(4)-7 under the Advisers Act; (iv) shall have adopted, by the date the registration statement of the Funds Fund becomes effective under the 1933 Act, written policies and procedures that are reasonably designed to prevent violations of the Advisers Act from occurring, detect violations that have occurred, and correct promptly any violations that have occurred, and will provide promptly notice of any material violations relating to any Fund the Funds to the ManagerAdviser; (v) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-self- regulatory agency as necessary to be met in order to perform services contemplated by this Agreement; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify the Manager Adviser of the occurrence of any event that would disqualify Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. (b) Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 17j-l under the 1940 Act and will provide the Manager Adviser with a copy of the code of ethics. Within 60 days of the end of the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of Sub-Adviser shall certify to the Manager Adviser that Sub-Adviser has complied with the requirements of Rule 17j-1 17j-l during the previous year and that there has been no material violation of Sub-Adviser’s code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. (c) By the date the registration statement of the Funds becomes effective under the 1933 Act, Sub-Adviser shall have provided the Manager Adviser with a copy of its Form ADV Part II2, which as of the date of this Agreement is its Form ADV Part II 2 as most recently deemed to be filed with the Securities and Exchange Commission (“SEC”), and promptly will furnish a copy of all amendments thereto to ManagerAdviser. (d) Sub-Adviser will promptly notify the Manager Adviser of any changes in its managers, members, general partners, and/or other persons with control over Sub-Adviser Managing Partners or in the key personnel who are either the portfolio manager(s) responsible for managing the Allocated Assets or Sub-Adviser’s Chief Executive Officer or President, or if there is otherwise an actual or pending change in control (within the meaning of the 0000 Xxx1940 Act) of Sub-Adviser. (e) Sub-Adviser agrees that neither it nor any of its affiliates will in any way refer directly or indirectly to its relationship with the Funds or Adviser, or any of their respective affiliates in offering, marketing, or other promotional materials without the prior written consent of Adviser.

REPRESENTATIONS OF SUB-ADVISER. Sub-Adviser represents and warrants as follows: (a) Sub-Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has appointed a Chief Compliance Officer under Rule 206(4)-7 under of the Advisers Act; (iv) shall have adoptedas of October 5, by the date the registration statement of the Funds becomes effective under the 1933 Act2004, has adopted written policies and procedures that are reasonably designed to prevent violations of the Advisers Act from occurring, detect violations that have occurred, and correct promptly any violations that have occurred, and will provide promptly notice of any material violations relating to any the Fund to the ManagerAdviser; (v) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency as necessary to be met in order to perform the services contemplated by this Agreement; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify the Manager Adviser of the occurrence of any event that would disqualify Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. (b) 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 Manager Adviser with a copy of the code of ethics. Within 60 days of the end of the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of Sub-Adviser shall certify to the Manager Adviser that Sub-Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of Sub-Adviser’s code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. (c) By the date the registration statement of the Funds becomes effective under the 1933 Act, Sub-Adviser shall have has provided the Manager Adviser with a copy of its Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the Securities and Exchange Commission (“SEC”), and promptly will furnish a copy of all amendments thereto to ManagerAdviser at least annually. (d) Sub-Adviser will promptly notify the Manager Adviser of any changes in its managers, members, general partners, and/or other persons with control over Sub-Adviser the Controlling Shareholders/Managing Partners or in the key personnel who are either the portfolio manager(s) responsible for managing the Allocated Assets Fund or the Sub-Adviser’s Chief Executive Officer or President, or if there is otherwise an actual or pending expected change in control (within the meaning of the 0000 Xxx) or management of Sub-Adviser. (e) Sub-Adviser agrees that neither it nor any of its affiliates will in any way refer directly or indirectly to its relationship with the Fund or Adviser, or any of their respective affiliates in offering, marketing, or other promotional materials without the prior written consent of Adviser.

REPRESENTATIONS OF SUB-ADVISER. Sub-Adviser represents and warrants as follows: (a) Sub-Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has appointed a Chief Compliance Officer under Rule 206(4)-7 under the Advisers Act; (iv) shall have adopted, by the date the registration statement of the Funds Fund becomes effective under the 1933 Act, written policies and procedures that are reasonably designed to prevent violations of the Advisers Act from occurring, detect violations that have occurred, and correct promptly any violations that have occurred, and will provide promptly notice of any material violations relating to any Fund the Funds to the ManagerAdviser; (v) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-self- regulatory agency as necessary to be met in order to perform services contemplated by this Agreement; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify the Manager Adviser of the occurrence of any event that would disqualify Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. (b) Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 17j-l under the 1940 Act and will provide the Manager Adviser with a copy of the code of ethics. Within 60 days of the end of the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of Sub-Adviser shall certify to the Manager Adviser that Sub-Adviser has complied with the requirements of Rule 17j-1 17j-l during the previous year and that there has been no material violation of Sub-Adviser’s code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. (c) By the date the registration statement of the Funds becomes effective under the 1933 Act, Sub-Adviser shall have provided the Manager Adviser with a copy of its Form ADV Part II2, which as of the date of this Agreement is its Form ADV Part II 2 as most recently deemed to be filed with the Securities and Exchange Commission (“SEC”), and promptly will furnish a copy of all amendments thereto to ManagerAdviser. (d) Sub-Adviser will promptly notify the Manager Adviser of any changes in its managers, members, general partners, and/or other persons with control over Sub-Adviser Managing Partners or in the key personnel who are either the portfolio manager(s) responsible for managing the Allocated Assets or Sub-Adviser’s Chief Executive Officer or President, or if there is otherwise an actual or pending change in control (within the meaning of the 0000 Xxx) of Sub- Adviser. (e) Sub-Adviser agrees that neither it nor any of its affiliates will in any way refer directly or indirectly to its relationship with the Funds or Adviser, or any of their respective affiliates in offering, marketing, or other promotional materials without the prior written consent of Adviser.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents represents, warrants and warrants agrees as follows: (a) The Sub-Adviser Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has appointed a Chief Compliance Officer under Rule 206(4)-7 under the Advisers Act; (iv) shall have adoptedmet, by the date the registration statement of the Funds becomes effective under the 1933 Act, written policies and procedures that are reasonably designed to prevent violations of the Advisers Act from occurring, detect violations that have occurred, and correct promptly any violations that have occurred, and will provide promptly notice of any material violations relating to any Fund to the Manager; (v) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency as agency, necessary to be met in order to perform the services contemplated by this Agreement; (viiv) has the authority to enter into and perform the services contemplated by this Agreement; and (viiv) will promptly notify the Manager UBS Global AM of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. (b) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 of the Advisers Act and will provide UBS Global AM and the Manager Board with a copy of the such code of ethics, together with evidence of its adoption. Within 60 forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of the Sub-Adviser shall certify to UBS Global AM that the Manager that 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 Advisers code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of UBS Global AM, the Sub-Adviser shall permit UBS Global AM, its employees or its agents to examine the reports required to be made by the Sub-Adviser pursuant to Rule 17j-1 and all other records relevant to the Sub-Advisers code of ethics. (c) By the date the registration statement of the Funds becomes effective under the 1933 Act, The Sub-Adviser shall have has provided the Manager UBS Global AM with a copy of its Form ADV Part IIADV, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the Securities and Exchange Commission (“SEC”), and promptly will furnish a copy of all amendments thereto to ManagerUBS Global AM at least annually. (d) The Sub-Adviser will promptly notify the Manager UBS Global AM of any changes in change of control of the Sub-Adviser, including any change of its managers, members, general partners or 25% shareholders or 25% limited partners, and/or other persons with control over Sub-Adviser or as applicable, and any changes in the key personnel who are either the portfolio manager(s) responsible for managing of the Allocated Assets Portfolio or senior management of the Sub-Adviser’s Chief Executive Officer , in each case prior to or President, or if there is otherwise an actual or pending change in control (within the meaning of the 0000 Xxx) of Sub-Adviserpromptly after such change.

REPRESENTATIONS OF SUB-ADVISER. Sub-Adviser represents and warrants as follows: (a) Sub-Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has appointed a Chief Compliance Officer under Rule 206(4)-7 under the Advisers Act; (iv) shall have adopted, by the date the registration statement of the Funds Fund becomes effective under the 1933 Act, written policies and procedures that are reasonably designed to prevent violations of the Advisers Act from occurring, detect violations that have occurred, and correct promptly any violations that have occurred, and will provide promptly notice of any material violations relating to any the Fund to the ManagerAdviser; (v) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-self- regulatory agency as necessary to be met in order to perform services contemplated by this Agreement; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify the Manager Adviser of the occurrence of any event that would disqualify Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. (b) Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 17j-l under the 1940 Act and will provide the Manager Adviser with a copy of the code of ethics. Within 60 days of the end of the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of Sub-Adviser shall certify to the Manager Adviser that Sub-Adviser has complied with the requirements of Rule 17j-1 17j-l during the previous year and that there has been no material violation of Sub-Adviser’s code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. (c) By the date the registration statement of the Funds Fund becomes effective under the 1933 Act, Sub-Adviser shall have provided the Manager Adviser with a copy of its Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the Securities and Exchange Commission (“SEC”), and promptly will furnish a copy of all amendments thereto to ManagerAdviser. (d) Sub-Adviser will promptly notify the Manager Adviser of any changes in its managers, members, general partners, and/or other persons with control over Sub-Adviser Managing Partners or in the key personnel who are either the portfolio manager(s) responsible for managing the Allocated Assets or Sub-Adviser’s Chief Executive Officer or President, or if there is otherwise an actual or pending change in control (within the meaning of the 0000 Xxx) of Sub- Adviser. (e) Sub-Adviser agrees that neither it nor any of its affiliates will in any way refer directly or indirectly to its relationship with the Fund or Adviser, or any of their respective affiliates in offering, marketing, or other promotional materials without the prior written consent of Adviser.

REPRESENTATIONS OF SUB-ADVISER. Sub-Adviser represents and warrants as follows: (a) Sub-Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has appointed a Chief Compliance Officer under Rule 206(4)-7 under the Advisers Act; (iv) shall have adopted, by the date the registration statement of the Funds Fund becomes effective under the 1933 Act, written policies and procedures that are reasonably designed to prevent violations of the Advisers Act from occurring, detect violations that have occurred, and correct promptly any violations that have occurred, and will provide promptly notice of any material violations relating to any the Fund to the ManagerAdviser; (v) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-self- regulatory agency as necessary to be met in order to perform services contemplated by this Agreement; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify the Manager Adviser of the occurrence of any event that would disqualify Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. (b) Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 17j-l under the 1940 Act and will provide the Manager Adviser with a copy of the code of ethics. Within 60 days of the end of the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of Sub-Adviser shall certify to the Manager Adviser that Sub-Sub- Adviser has complied with the requirements of Rule 17j-1 17j-l during the previous year and that there has been no material violation of Sub-Adviser’s code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. (c) By the date the registration statement of the Funds Fund becomes effective under the 1933 Act, Sub-Adviser shall have provided the Manager Adviser with a copy of its Form ADV Part IIn, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the Securities and Exchange Commission (“SEC”), and promptly will furnish a copy of all amendments thereto to ManagerAdviser. (d) Sub-Adviser will promptly notify the Manager Adviser of any changes in its managers, members, general partners, and/or other persons with control over Sub-Adviser Managing Partners or in the key personnel who are either the portfolio manager(s) responsible for managing the Allocated Assets or Sub-Adviser’s Chief Executive Officer or President, or if there is otherwise an actual or pending change in control (within the meaning of the 0000 Xxx) of Sub- Adviser. (e) Sub-Adviser agrees that neither it nor any of its affiliates will in any way refer directly or indirectly to its relationship with the Fund or Adviser, or any of their respective affiliates in offering, marketing, or other promotional materials without the prior written consent of Adviser.

REPRESENTATIONS OF SUB-ADVISER. Sub-Adviser represents and warrants as follows: (a) Sub-Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has appointed a Chief Compliance Officer under Rule 206(4)-7 under the Advisers Act; (iv) shall have adopted, by the date the registration statement of the Funds Fund becomes effective under the 1933 Act, written policies and procedures that are reasonably designed to prevent violations of the Advisers Act from occurring, detect violations that have occurred, and correct promptly any violations that have occurred, and will provide promptly notice of any material violations relating to any the Fund to the ManagerAdviser; (v) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency as necessary to be met in order to perform services contemplated by this Agreement; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify the Manager Adviser of the occurrence of any event that would disqualify Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. (b) 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 Manager Adviser with a copy of the code of ethics. Within 60 days of the end of the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of Sub-Adviser shall certify to the Manager Adviser that Sub-Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of Sub-Adviser’s code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. (c) By the date the registration statement of the Funds Fund becomes effective under the 1933 Act, Sub-Adviser shall have provided the Manager Adviser with a copy of its Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the Securities and Exchange Commission (“SEC”), and promptly will furnish a copy of all amendments thereto to ManagerAdviser. (d) Sub-Adviser will promptly notify the Manager Adviser of any changes in its managers, members, general partners, and/or other persons with control over Sub-Adviser Managing Partners or in the key personnel who are either the portfolio manager(s) responsible for managing the Allocated Assets or Sub-Adviser’s Chief Executive Officer or President, or if there is otherwise an actual or pending change in control (within the meaning of the 0000 Xxx) of Sub-Adviser.