Common use of Representations of the Advisers Clause in Contracts

Representations of the Advisers. Each Adviser represents, warrants and agrees as follows: A. The 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 Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) 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 necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify Manager of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. The Adviser will also promptly notify each Portfolio and the Manager if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of each Portfolio, provided, however, that routine regulatory examinations shall not be required to be reported by this provision. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Manager and the Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Operating Officer or a vice-president of the Adviser shall certify to the Manager that the Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made to the Adviser by Rule 17j-1(c)(1) and all other records relevant to the Adviser’s code of ethics. C. The Adviser has provided the Trust and the Manager with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the Securities and Exchange Commission and promptly will furnish a copy of all amendments to the Trust and the Manager at least annually. Such amendments shall reflect all changes in the Adviser’s organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. D. The Adviser will notify the Trust and the Manager of any assignment of this Agreement or change of control of the Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolios or senior management of the Adviser, in each case prior to or promptly after, such change. The Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of an assignment or change in control. E. The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Trust, the Portfolios, the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager, except as required by rule, regulation or upon the request of a governmental authority or in representative client lists prepared by the Adviser. However, the Adviser may use the performance of each Portfolio in its composite performance.

Representations of the Advisers. Each Adviser represents, warrants and agrees as follows: A. The Adviser Advisers (i) is are registered as an investment adviser advisers 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 Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) 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 necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify Manager of the occurrence of any event that would disqualify the Adviser Advisers from serving as an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. The Adviser will also promptly notify each the Portfolio and the Manager if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of each the Portfolio, provided, however, that routine regulatory examinations shall not be required to be reported by this provision. B. The Adviser has Advisers have adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Manager and the Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Operating Officer chief operating officer or a vice-president of the Adviser Advisers shall certify to the Manager that the Adviser has Advisers have complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser’s Advisers’ code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Manager, the Adviser Advisers shall permit the Manager, its employees or its agents to examine the reports required to be made to the Adviser Advisers by Rule 17j-1(c)(1) and all other records relevant to the Adviser’s Advisers’ code of ethics. C. The Adviser has Advisers have provided the Trust and the Manager with a copy of its their Form ADV, which as of the date of this Agreement is its their Form ADV as most recently filed with the Securities and Exchange Commission and promptly will furnish a copy of all amendments to the Trust and the Manager at least annually. Such amendments shall reflect all changes in the Adviser’s Advisers’ organizational structure, professional staff or other significant developments affecting the AdviserAdvisers, as required by the Advisers Act. D. The Adviser Advisers will notify the Trust and the Manager of any assignment of this Agreement or change of control of the AdviserAdvisers, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolios Portfolio or senior management of the AdviserAdvisers, in each case prior to or promptly after, such change. The Adviser agrees Advisers agree to bear all reasonable expenses of the Trust, if any, arising out of an assignment or change in control. E. The Adviser Advisers agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees Advisers agree that neither itthey, nor any of its their affiliates, will knowingly in any way refer directly or indirectly to its their relationship with the Trust, the PortfoliosPortfolio, the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager, except as required by rule, regulation or upon the request of a governmental authority or in representative client lists prepared by the AdviserAdvisers. However, the Adviser Advisers may use the performance of each the Portfolio in its composite performance.

Representations of the Advisers. Each Adviser represents, warrants and agrees as follows: A. The Adviser Advisers (i) is are registered as an investment adviser advisers 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 Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) 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 necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify Manager of the occurrence of any event that would disqualify the Adviser Advisers from serving as an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. The Adviser will also promptly notify each the Portfolio and the Manager if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of each the Portfolio, provided, however, that routine regulatory examinations shall not be required to be reported by this provision. B. The Adviser has Advisers have adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Manager and the Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Operating Officer or a vice-president of the Adviser Advisers shall certify to the Manager that the Adviser has Advisers have complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser’s Advisers’ code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Manager, the Adviser Advisers shall permit the Manager, its employees or its agents to examine the reports required to be made to the Adviser Advisers by Rule 17j-1(c)(1) and all other records relevant to the Adviser’s Advisers’ code of ethics. C. The Adviser has Advisers have provided the Trust and the Manager with a copy of its their Form ADV, which as of the date of this Agreement is its their Form ADV as most recently filed with the Securities and Exchange Commission and promptly will furnish a copy of all amendments to the Trust and the Manager at least annually. Such amendments shall reflect all changes in the Adviser’s Advisers’ organizational structure, professional staff or other significant developments affecting the AdviserAdvisers, as required by the Advisers Act. D. The Adviser Advisers will notify the Trust and the Manager of any assignment of this Agreement or change of control of the AdviserAdvisers, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolios Portfolio or senior management of the AdviserAdvisers, in each case prior to or promptly after, such change. The Adviser agrees Advisers agree to bear all reasonable expenses of the Trust, if any, arising out of an assignment or change in control. E. The Adviser Advisers agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees Advisers agree that neither itthey, nor any of its their affiliates, will knowingly in any way refer directly or indirectly to its their relationship with the Trust, the Portfolios, the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager, except as required by rule, regulation or upon the request of a governmental authority or in representative client lists prepared by the AdviserAdvisers. However, the Adviser Advisers may use the performance of each the Portfolio in its composite performance.