Common use of Representations of the Sub-Adviser Clause in Contracts

Representations of the Sub-Adviser. Sub-Adviser represents, warrants and agrees 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 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 full power and 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 Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. Sub-Adviser has 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 Manager with a copy of such code of ethics. C. Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage.

Representations of the Sub-Adviser. The Sub-Adviser represents, warrants and agrees 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 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 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 full power and authority to enter into and perform the services contemplated by this Agreement, and (v) will promptly notify Manager the Investment 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 Investment Company 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 Investment Company 1940 Act and Rule 204A-1 under the Advisers Act and will provide Manager the Investment Adviser and the Trust with a copy of such code of ethics, together with evidence of its adoption. C. The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage.

Representations of the Sub-Adviser. The Sub-Adviser adviser represents, warrants warrants, and 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 Investment Company 1940 Act, the Advisers Act or other law, applicable law or regulation or order from performing the services contemplated by this Agreement, ; (iii) has met met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal federal, state or state foreign law requirements, or the applicable requirements of any regulatory or industry self-regulatory agency 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 immediately notify Manager the Adviser of the occurrence of any event that would disqualify Sub-Adviser the Sub- adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company 1940 Act or otherwise. B. The Sub-Adviser adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company 1940 Act and and, a compliance program complying with the requirements of Rule 204A-1 206(4)-7 under the Advisers Act Act, and if it has not already done so, will provide Manager the Adviser and the Fund with a copy of such code of ethicsethics and its compliance policies and procedures, together with evidence of its adoption. C. The Sub-adviser has provided the Adviser agrees and the Fund with a copy of its Form ADV as most recently filed with the SEC and will, promptly after filing any amendment to maintain an appropriate level its Form ADV with the SEC, furnish a copy of errors and omissions or professional liability insurance coveragesuch amendment to the Adviser.