Common use of Representations of the Manager Clause in Contracts

Representations of the Manager. The Manager represents and agrees that: (a) The Manager is registered as an "investment adviser" under the Advisers Act and has provided to the Sub-Adviser a copy of its most recent and complete Form ADV, along with the current Company Prospectus regarding the Portfolio. After any amendment to the documents referenced in this paragraph, the Manager will promptly furnish a copy of such amended document to the Sub-Adviser. In addition, the Manager will provide the Sub-Adviser with notice of proposed changes in the Prospectus and the opportunity to review and comment upon such changes before they are finalized, wherever possible. (b) The Manager and the Company are currently in material compliance and shall at all times continue to be in material compliance with the relevant requirements of the Advisers Act, the 1940 Act, all applicable state securities laws, and the rules thereunder, as they pertain to the Portfolio. (c) The Manager shall furnish the Sub-Adviser with a certificate, signed by a duly authorized officer of the Manager that designates the officers or employees of the Manager having authority to act for and on behalf of the Manager in connection with this Agreement. The Manager agrees that, until such time as the Sub-Adviser is otherwise informed in writing by a duly authorized officer of the Manager, the Sub-Adviser shall be authorized and entitled to rely on any notice, instruction, request, order or other communication, given either in writing or orally, and reasonably believed by the Sub-Adviser in good faith to be given by an authorized representative of the Manager. (d) The Company and the Manager have each provided the Sub-Adviser with a list of their respective affiliates (which list will contain a notation with respect to securities of such affiliates which the Sub-Adviser will be prohibited from purchasing on behalf of the Portfolio) and shall have each provided the Sub-Adviser with a copy of their respective policies and procedures regarding Section 10(f), Section 17(a), Section 17(e) of the 1940 Act, liquidity policies and procedures, valuation policies and procedures, privacy policies and any other policies and procedures necessary or, in the judgment of the Manager, advisable, to enable the Company to comply with its obligations under Rule 38a-1 of the 1940 Act.

Representations of the Manager. The Manager represents and agrees that: (a) The Manager is registered as an "investment adviser" under the Advisers Act and is currently in compliance in all material respects and shall at all times continue to comply in all material respects with the requirements imposed upon it by the Advisers Act, the 1940 Act, the Internal Revenue Code, state securities laws and all applicable rules and regulations thereunder as they relate to the services provided under this Agreement. The Manager will immediately notify the Sub-Adviser if it becomes aware of the occurrence of any event that would disqualify the Manager from serving as an investment adviser of an investment company pursuant to Section 9 of the 1940 Act or any other applicable law or regulation. The Manager is registered as an "investment adviser" under the Advisers Act and has provided to the Sub-Adviser a copy of its most recent and complete Form ADV, along with a copy of the Investment Advisory and Management Agreement between the Manager and the Company and the current Company Prospectus regarding the Portfolio. After any amendment to the documents referenced in this paragraph, the Manager will promptly furnish a copy of such amended document to the Sub-Adviser. In addition, the Manager will provide the Sub-Sub- Adviser with notice of proposed changes in the Prospectus that relate to the Sub-Adviser, the Portfolio or procedures relating to the Sub-Adviser's management of the Portfolio and the opportunity to review and comment upon such changes before they are finalized, wherever possible. (b) The Manager and the Company are currently in material compliance and shall at all times continue to be in material compliance with the relevant requirements of the Advisers Act, the 1940 Act, all applicable state securities and insurance laws, and the rules thereunder, as they pertain to the Portfolio. (c) The Manager shall furnish the Sub-Adviser with a certificate, signed by a duly authorized officer of the Manager that designates the officers or employees of the Manager having authority to act for and on behalf of the Manager in connection with this Agreement. The Manager agrees that, until such time as the Sub-Adviser is otherwise informed in writing by a duly authorized officer of the Manager, the Sub-Adviser shall be authorized and entitled to rely on any notice, instruction, request, order or other communication, given either in writing or orally, and reasonably believed by the Sub-Adviser in good faith to be given by an authorized representative of the Manager. (d) The Company and Except as qualified elsewhere in this Agreement, the Manager shall continue to have each responsibility for all services to be provided to the Portfolio pursuant to the Advisory Agreement and, in any event, shall oversee and review the Sub-Adviser's performance of its duties under this Agreement. (e) The Adviser has furnished the Sub-Adviser with a list copies of their respective affiliates each of the following documents and will furnish to the Sub-Adviser at its principal office all future amendments and supplements to such documents, if any, as soon as practicable after such documents become available: (which list will contain a notation i) The Articles of Incorporation of the Company, as filed with respect the State of Maryland Secretary of State, as in effect on the date hereof and as amended from time to time("Articles"); (ii) The Bylaws of the Company as in effect on the date hereof and as amended from time to time ("Bylaws"); (iii) Certified resolutions of the Board of the Company authorizing the appointment of the Adviser and the Sub-Adviser and approving the form of the Advisory Agreement and this Agreement; (iv) The Company's Registration Statement under the 1940 Act and the Securities Act of 1933, as amended, on Form N-1A, as filed with the Securities and Exchange Commission ("SEC") relating to the Portfolio and its shares and all amendments thereto ("Registration Statement"); (v) The Company's Prospectus (as defined above); and (vi) Copies of any audited financial statements or reports made by the Company to its shareholders or to any governmental body or securities of such affiliates which exchange, including the Company's annual and semi-annual reports to shareholders. Further, the Manager shall furnish the Sub-Adviser with any further documents, materials or information that the Company and/or the Manager mutually agree with the Sub-Adviser will be prohibited from purchasing on behalf of the Portfolio) and shall have each provided enable the Sub-Adviser with a copy of their respective policies and procedures regarding Section 10(f), Section 17(a), Section 17(e) of the 1940 Act, liquidity policies and procedures, valuation policies and procedures, privacy policies and any other policies and procedures necessary or, in the judgment of the Manager, advisable, to enable the Company to comply with perform its obligations duties under Rule 38a-1 of the 1940 Actthis Agreement.

Representations of the Manager. The Manager represents and agrees that: (a) The Manager is registered as an "investment adviser" under the Advisers Act and is currently in compliance in all material respects and shall at all times continue to comply in all material respects with the requirements imposed upon it by the Advisers Act, the 1940 Act, the Internal Revenue Code, state securities laws and all applicable rules and regulations thereunder as they relate to the services provided under this Agreement. The Manager will immediately notify the Sub-Adviser if it becomes aware of the occurrence of any event that would disqualify the Manager from serving as an investment adviser of an investment company pursuant to Section 9 of the 1940 Act or any other applicable law or regulation. The Manager is registered as an "investment adviser" under the Advisers Act and has provided to the Sub-Adviser a copy of its most recent and complete Form ADV, along with a copy of the Investment Advisory and Management Agreement between the Manager and the Company and the current Company Prospectus regarding the Portfolio. After any amendment to the documents referenced in this paragraph, the Manager will promptly furnish a copy of such amended document to the Sub-Adviser. In addition, the Manager will provide the Sub-Adviser with notice of proposed changes in the Prospectus that relate to the Sub-Adviser, the Portfolio or procedures relating to the Sub-Adviser's management of the Portfolio and the opportunity to review and comment upon such changes before they are finalized, wherever possible. (b) The Manager and the Company are currently in material compliance and shall at all times continue to be in material compliance with the relevant requirements of the Advisers Act, the 1940 Act, all applicable state securities and insurance laws, and the rules thereunder, as they pertain to the Portfolio. (c) The Manager shall furnish the Sub-Adviser with a certificate, signed by a duly authorized officer of the Manager that designates the officers or employees of the Manager having authority to act for and on behalf of the Manager in connection with this Agreement. The Manager agrees that, until such time as the Sub-Adviser is otherwise informed in writing by a duly authorized officer of the Manager, the Sub-Adviser shall be authorized and entitled to rely on any notice, instruction, request, order or other communication, given either in writing or orally, and reasonably believed by the Sub-Adviser in good faith to be given by an authorized representative of the Manager. (d) The Company and Except as qualified elsewhere in this Agreement, the Manager shall continue to have each responsibility for all services to be provided to the Portfolio pursuant to the Advisory Agreement and, in any event, shall oversee and review the Sub-Adviser's performance of its duties under this Agreement. (e) The Adviser has furnished the Sub-Adviser with a list copies of their respective affiliates (which list each of the following documents and will contain a notation with respect furnish to securities of such affiliates which the Sub-Adviser will be prohibited from purchasing on behalf at its principal office all future amendments and supplements to such documents, if any, as soon as practicable after such documents become available: (i) The Articles of Incorporation of the PortfolioCompany, as filed with the State of Maryland Secretary of State, as in effect on the date hereof and as amended from time to time ("Articles"); (ii) The By-Laws of the Company as in effect on the date hereof and shall have each provided as amended from time to time ("By-Laws"); (iii) Certified resolutions of the Board of the Company authorizing the appointment of the Adviser and the Sub-Adviser with a copy of their respective policies and procedures regarding Section 10(f), Section 17(a), Section 17(e) approving the form of the Advisory Agreement and this Agreement; (iv) The Company's Registration Statement under the 1940 ActAct and the Securities Act of 1933, liquidity policies as amended, on Form N-1A, as filed with the Securities and procedures, valuation policies Exchange Commission ("SEC") relating to the Portfolio and procedures, privacy policies its shares and all amendments thereto ("Registration Statement"); (v) The Company's Prospectus (as defined above); and (vi) Copies of any other policies and procedures necessary or, in the judgment of the Manager, advisable, to enable audited financial statements or reports made by the Company to comply with its obligations under Rule 38a-1 of shareholders or to any governmental body or securities exchange, including the 1940 ActCompany's annual and semi-annual reports to shareholders.

Representations of the Manager. The Manager represents and agrees that: (a) : The Manager is registered as an "investment adviser" under the Advisers Act and is currently in compliance in all material respects and shall at all times continue to comply in all material respects with the requirements imposed upon it by the Advisers Act, the 1940 Act, the Internal Revenue Code, state securities laws and all applicable rules and regulations thereunder as they relate to the services provided under this Agreement. The Manager will immediately notify the Sub-Adviser if it becomes aware of the occurrence of any event that would disqualify the Manager from serving as an investment adviser of an investment company pursuant to Section 9 of the 1940 Act or any other applicable law or regulation. The Manager is registered as an "investment adviser" under the Advisers Act and has provided to the Sub-Adviser a copy of its most recent and complete Form ADV, along with a copy of the Investment Advisory and Management Agreement between the Manager and the Company and the current Company Prospectus regarding the Portfolio. After any amendment to the documents referenced in this paragraph, the Manager will promptly furnish a copy of such amended document to the Sub-Adviser. In addition, the Manager will provide the Sub-Sub- Adviser with notice of proposed changes in the Prospectus that relate to the Sub-Adviser, the Portfolio or procedures relating to the Sub-Adviser's management of the Portfolio and the opportunity to review and comment upon such changes before they are finalized, wherever possible. (b) . The Manager and the Company are currently in material compliance and shall at all times continue to be in material compliance with the relevant requirements of the Advisers Act, the 1940 Act, all applicable state securities and insurance laws, and the rules thereunder, as they pertain to the Portfolio. (c) . The Manager shall furnish the Sub-Adviser with a certificate, signed by a duly authorized officer of the Manager that designates the officers or employees of the Manager having authority to act for and on behalf of the Manager in connection with this Agreement. The Manager agrees that, until such time as the Sub-Adviser is otherwise informed in writing by a duly authorized officer of the Manager, the Sub-Adviser shall be authorized and entitled to rely on any notice, instruction, request, order or other communication, given either in writing or orally, and reasonably believed by the Sub-Adviser in good faith to be given by an authorized representative of the Manager. (d) The Company and . Except as qualified elsewhere in this Agreement, the Manager shall continue to have each responsibility for all services to be provided to the Portfolio pursuant to the Advisory Agreement and, in any event, shall oversee and review the Sub-Adviser's performance of its duties under this Agreement. The Adviser has furnished the Sub-Adviser with a list copies of their respective affiliates each of the following documents and will furnish to the Sub-Adviser at its principal office all future amendments and supplements to such documents, if any, as soon as practicable after such documents become available: The Articles of Incorporation of the Company, as filed with the State of Maryland Secretary of State, as in effect on the date hereof and as amended from time to time("Articles"); The By-Laws of the Company as in effect on the date hereof and as amended from time to time (which list will contain a notation "By-Laws"); Certified resolutions of the Board of the Company authorizing the appointment of the Adviser and the Sub-Adviser and approving the form of the Advisory Agreement and this Agreement; The Company's Registration Statement under the 1940 Act and the Securities Act of 1933, as amended, on Form N-1A, as filed with respect the Securities and Exchange Commission ("SEC") relating to the Portfolio and its shares and all amendments thereto ("Registration Statement"); The Company's Prospectus (as defined above); and Copies of any audited financial statements or reports made by the Company to its shareholders or to any governmental body or securities of such affiliates which exchange, including the Company's annual and semi-annual reports to shareholders. Further, the Manager shall furnish the Sub-Adviser with any further documents, materials or information that the Company and/or the Manager mutually agree with the Sub-Adviser will be prohibited from purchasing on behalf of the Portfolio) and shall have each provided enable the Sub-Adviser with a copy of their respective policies and procedures regarding Section 10(f), Section 17(a), Section 17(e) of the 1940 Act, liquidity policies and procedures, valuation policies and procedures, privacy policies and any other policies and procedures necessary or, in the judgment of the Manager, advisable, to enable the Company to comply with perform its obligations duties under Rule 38a-1 of the 1940 Actthis Agreement.

Representations of the Manager. The Manager represents and agrees that: (a) : The Manager is registered as an "investment adviser" under the Advisers Act and has provided to the Sub-Adviser a copy of its most recent and complete Form ADV, along with a copy of the Investment Advisory and Management Agreement between the Manager and the Company and the current Company Prospectus regarding the Portfolio. After any amendment to the documents referenced in this paragraph, the Manager will promptly furnish a copy of such amended document to the Sub-Adviser. In addition, the Manager will provide the Sub-Adviser with notice of proposed changes in the Prospectus and the opportunity to review and comment upon such changes before they are finalized, wherever possible. (b) . The Manager and the Company are currently in material compliance and shall at all times continue to be in material compliance with the relevant requirements of the Advisers Act, the 1940 Act, all applicable state securities and insurance laws, and the rules thereunder, as they pertain to the Portfolio. (c) . The Manager shall furnish the Sub-Adviser with a certificate, signed by a duly authorized officer of the Manager that designates the officers or employees of the Manager having authority to act for and on behalf of the Manager in connection with this Agreement. The Manager agrees that, until such time as the Sub-Adviser is otherwise informed in writing by a duly authorized officer of the Manager, the Sub-Adviser shall be authorized and entitled to rely on any notice, instruction, request, order or other communication, given either in writing or orally, and reasonably believed by the Sub-Adviser in good faith to be given by an authorized representative of the Manager. (d) . The Company Manager will maintain, keep current and accurate and preserve all records with respect to the Portfolio as are required of it under the Advisers Act and 1940 Act and the Manager have each provided rules and regulations promulgated thereunder with respect to transactions by the Sub-Adviser with a list of their respective affiliates (which list will contain a notation with respect to securities of such affiliates which the Sub-Adviser will be prohibited from purchasing on behalf of the Portfolio) and shall have each provided . In compliance with Rule 31a-3 under the 1940 Act, the Sub-Adviser with a copy hereby agrees that all records which it maintains for the Portfolio are the property of their respective policies the Company, agrees to preserve for the persons prescribed by Rule 31a-2 under the Act any records which it maintains for the Portfolio and procedures regarding Section 10(fwhich are required to be maintained by Rule 31a-1(b) (2(iii), Section 17(a(5), Section 17(e(6), (7), (9) of and (10) under the 1940 Act, liquidity policies and procedures, valuation policies and procedures, privacy policies and any other policies and procedures necessary or, in the judgment of the Manager, advisable, further agrees to enable surrender promptly to the Company to comply with its obligations under Rule 38a-1 of any records which it maintains for the 1940 ActPortfolio upon request by the Company.

Representations of the Manager. The Manager represents and agrees that: (a) The Manager is registered as an "investment adviser" under the Advisers Act and is currently in compliance in all material respects and shall at all times continue to comply in all material respects with the requirements imposed upon it by the Advisers Act, the 1940 Act, the Internal Revenue Code, state securities laws and all applicable rules and regulations thereunder as they relate to the services provided under this Agreement. The Manager will immediately notify the Sub-Adviser if it becomes aware of the occurrence of any event that would disqualify the Manager from serving as an investment adviser of an investment company pursuant to Section 9 of the 1940 Act or any other applicable law or regulation. The Manager is registered as an "investment adviser" under the Advisers Act and has provided to the Sub-Adviser a copy of its most recent and complete Form ADV, along with a copy of the Investment Advisory and Management Agreement between the Manager and the Company and the current Company Prospectus regarding the Portfolio. After any amendment to the documents referenced in this paragraph, the Manager will promptly furnish a copy of such amended document to the Sub-Adviser. In addition, the Manager will provide the Sub-Adviser with notice of proposed changes in the Prospectus that relate to the Sub-Adviser, the Portfolio or procedures relating to the Sub-Adviser's management of the Portfolio and the opportunity to review and comment upon such changes before they are finalized, wherever possible. (b) The Manager and the Company are currently in material compliance and shall at all times continue to be in material compliance with the relevant requirements of the Advisers Act, the 1940 Act, all applicable state securities and insurance laws, and the rules thereunder, as they pertain to the Portfolio. (c) The Manager shall furnish the Sub-Adviser with a certificate, signed by a duly authorized officer of the Manager that designates the officers or employees of the Manager having authority to act for and on behalf of the Manager in connection with this Agreement. The Manager agrees that, until such time as the Sub-Adviser is otherwise informed in writing by a duly authorized officer of the Manager, the Sub-Adviser shall be authorized and entitled to rely on any notice, instruction, request, order or other communication, given either in writing or orally, and reasonably believed by the Sub-Adviser in good faith to be given by an authorized representative of the Manager. (d) The Company and Except as qualified elsewhere in this Agreement, the Manager shall continue to have each responsibility for all services to be provided to the Portfolio pursuant to the Advisory Agreement and, in any event, shall oversee and review the Sub-Adviser's performance of its duties under this Agreement. (e) The Adviser has furnished the Sub-Adviser with a list copies of their respective affiliates (which list each of the following documents and will contain a notation with respect furnish to securities of such affiliates which the Sub-Adviser will be prohibited from purchasing on behalf at its principal office all future amendments and supplements to such documents, if any, as soon as practicable after such documents become available: (i) The Articles of Incorporation of the PortfolioCompany, as filed with the State of Maryland Secretary of State, as in effect on the date hereof and as amended from time to time ("Articles"); (ii) The Bylaws of the Company as in effect on the date hereof and shall have each provided as amended from time to time ("Bylaws"); (iii) Certified resolutions of the Board of the Company authorizing the appointment of the Adviser and the Sub-Adviser with a copy of their respective policies and procedures regarding Section 10(f), Section 17(a), Section 17(e) approving the form of the Advisory Agreement and this Agreement; (iv) The Company's Registration Statement under the 1940 ActAct and the Securities Act of 1933, liquidity policies as amended, on Form N-1A, as filed with the Securities and procedures, valuation policies Exchange Commission ("SEC") relating to the Portfolio and procedures, privacy policies its shares and all amendments thereto ("Registration Statement"); (v) The Company's Prospectus (as defined above); and (vi) Copies of any other policies and procedures necessary or, in the judgment of the Manager, advisable, to enable audited financial statements or reports made by the Company to comply with its obligations under Rule 38a-1 of shareholders or to any governmental body or securities exchange, including the 1940 ActCompany's annual and semi-annual reports to shareholders.