Common use of REPRESENTATIONS OF THE INVESTMENT ADVISER Clause in Contracts

REPRESENTATIONS OF THE INVESTMENT ADVISER. The Investment Adviser represents, warrants and agrees that: A. The Investment Adviser has been duly authorized by the Board of Directors of the Portfolio to delegate to the Sub-Adviser the provision of investment services to each Fund as contemplated hereby. B. The Investment Adviser is currently in compliance and shall at all times continue to be in compliance with the requirements imposed upon the Investment Adviser by applicable law and regulations. C. The Investment Adviser (i) will be registered as an investment adviser under the Advisers Act prior to the commencement of operation of the Portfolio and thereafter 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 is 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 the Sub-Adviser of the occurrence of any event that would disqualify the Investment Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise.

REPRESENTATIONS OF THE INVESTMENT ADVISER. The Investment Adviser represents, warrants and agrees that: A. The Investment Adviser has been duly authorized by the Board of Directors of the Portfolio to delegate to the Sub-Adviser the provision of investment services to each Fund as contemplated hereby. B. The Investment Adviser is currently in compliance and shall at all times continue to be in compliance has adopted a written code of ethics complying with the requirements imposed upon of Rule 17j-1 under the Investment 1940 Act and will provide the Sub-Adviser by applicable law and regulationswith a copy of such code of ethics. C. The Investment Adviser (i) will be is registered as an investment adviser under the Advisers Act prior to the commencement of operation of the Portfolio and thereafter will continue to be so registered for so long as this Agreement remains in effect; , (ii) is not prohibited by the Investment Company 1940 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 is 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 full power and authority to enter into and perform the services contemplated by this Agreement, and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Investment Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the Investment Company 1940 Act or otherwise.

REPRESENTATIONS OF THE INVESTMENT ADVISER. The Investment Adviser represents, warrants and agrees that: A. (a) The Investment Adviser has been duly authorized by the Board of Directors Trustees of the Portfolio Trust to delegate to the Sub-Adviser the provision of investment services to each Fund as contemplated hereby. B. (b) The Trust has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. (c) The Investment Adviser is currently in compliance and shall at all times continue to be in compliance with the requirements imposed upon the Investment Adviser by applicable law and regulations. C. (d) The Investment Adviser (i) will be registered as an investment adviser under the Advisers Act prior to the commencement of operation of the Portfolio Funds and thereafter 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 is 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 the Sub-Adviser of the occurrence of any event that would disqualify the Investment Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise.

REPRESENTATIONS OF THE INVESTMENT ADVISER. The Investment Adviser represents, warrants and agrees that: A. The Investment Adviser has been duly authorized by the Board of Directors of the Portfolio Corporation to delegate to the Sub-Adviser the provision of investment services to each Fund as contemplated hereby. B. The Corporation has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Investment Adviser is currently in compliance and shall at all times continue to be in compliance with the requirements imposed upon the Investment Adviser by applicable law and regulations. C. D. The Investment Adviser (i) will be is registered as an investment adviser under the Advisers Act prior to the commencement of operation of the Portfolio and thereafter 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 is 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 the Sub-Adviser of the occurrence of any event that would disqualify the Investment Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise.

REPRESENTATIONS OF THE INVESTMENT ADVISER. The Investment Adviser represents, warrants and agrees that: A. The Investment Adviser has been duly authorized by the Board of Directors of the Portfolio Corporation to delegate to the Sub-Adviser the provision of investment services to each Fund as contemplated hereby. B. The Corporation has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Investment Adviser is currently in compliance and shall will at all times continue to be in compliance with the requirements imposed upon the Investment Adviser by applicable law and regulations. C. D. The Investment Adviser (i) will be is registered as an investment adviser under the Advisers Act prior to the commencement of operation of the Portfolio and thereafter 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 is 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 the Sub-Adviser of the occurrence of any event that would disqualify the Investment Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise.

REPRESENTATIONS OF THE INVESTMENT ADVISER. The Investment Adviser represents, warrants and agrees that: A. The Investment Adviser has been duly authorized by the Board of Directors of the Portfolio Corporation to delegate to the Sub-Adviser the provision of investment services to each Fund as contemplated hereby. B. The Corporation has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Investment Adviser is currently in compliance and shall at all times continue to be in compliance with the requirements imposed upon the Investment Adviser by applicable law and regulations. C. D. The Investment Adviser (i) will be is registered as an investment adviser under the Advisers Act prior to the commencement of operation of the Portfolio and thereafter 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 is 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 the Sub-Adviser of the occurrence of any event that would disqualify the Investment Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise.

REPRESENTATIONS OF THE INVESTMENT ADVISER. The Investment Adviser represents, warrants and agrees that: A. The Investment Adviser has been duly authorized by the Board of Directors of the Portfolio Corporation to delegate to the Sub-Adviser the provision of investment services to each Fund as contemplated hereby. B. The Corporation has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Investment Adviser is currently in compliance and shall will at all times continue to be in compliance with the requirements imposed upon the Investment Adviser by applicable law and regulations. C. D. The Investment Adviser (i) will be is registered as an investment adviser under the Advisers Act prior to the commencement of operation of the Portfolio and thereafter 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 is 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 the Sub-Adviser of the occurrence of any event that would disqualify the Investment Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise.