Common use of Representations, Warranties and Covenants of the Sub-Adviser Clause in Contracts

Representations, Warranties and Covenants of the Sub-Adviser. The Sub-Adviser represents, warrants and covenants to the Adviser and to the Company as follows: (a) The Sub-Adviser is registered as an investment adviser under the Advisers Act and shall maintain such registration during the term of this Agreement. (b) The Sub-Adviser is a limited partnership duly organized and validly existing under the laws of the State of Delaware with the power to carry on its duties and obligations hereunder. (c) The Sub-Adviser shall have and will at all times maintain an adequate number of skilled and licensed employees to professionally carry out the services for which the Sub-Adviser is being engaged consistent with third party service providers providing similar services as those of the Sub-Adviser to a Company of similar size and nature to the Company. In addition, the Sub-Adviser shall at all times maintain all necessary systems, equipment, software and other appropriate items available to perform such services, consistent with third party service providers providing similar services as those of the Sub-Adviser to a Company of similar size and nature to the Company. The Sub-Adviser agrees that it shall maintain sufficient disaster recovery resources and systems to facilitate continuity of its business and that of the Company in the event of disruption affecting the business of the Sub-Adviser or the Company. Furthermore, the Sub-Adviser agrees that it shall notify the Adviser as soon as practicable of any event affecting the Sub-Adviser (including, without limitation, any change to the Sub-Adviser’s information technology systems or practices) that could have a material adverse effect on the ability of the Sub-Adviser to fulfill its duties or activities under this Agreement. (d) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, other than such action or filing as has been taken or made, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser, in each case that would have a material adverse effect on the financial condition of the Sub-Adviser or the Sub-Adviser’s ability to perform its obligations under this Agreement. (e) Parts 1 and 2 of the Form ADV (collectively, the “Form ADV”) of the Sub-Adviser previously provided to the Adviser is a true and complete copy of the form as currently filed with the SEC with the exception of Form ADV Part 2B, which is not filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. The Sub-Adviser will promptly upon reasonable written request provide the Adviser and the Company with a complete copy of all subsequent amendments to its Form ADV. (f) The 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 Adviser and the Company with a copy of that code, together with evidence of its adoption. Within 20 days of the end of each calendar quarter during which this Agreement remains in effect, a duly authorized officer of the general partner of the Sub-Adviser shall certify to the Adviser or the Company that the Sub-Adviser has complied with the requirements of Rule 17j-1 under the 1940 Act during the previous quarter and that there have been no material violations of the Sub-Adviser’s code of ethics or, if such a violation has occurred, that appropriate action has been taken in response to such violation. Upon the written and reasonable request of the Adviser or the Company, the Sub-Adviser shall permit representatives of the Adviser or the Company to examine the reports (or summaries of the reports) required to be made to the Sub-Adviser by Rule 17j-1(c)(1) under the 1940 Act and other records evidencing enforcement of the code of ethics; provided, however, that such examinations shall: (x) be made during normal business hours and with the least amount of interference with the Sub-Adviser’s business and operations as reasonably practicable; and (y) be conducted at the sole expense of the Company, as applicable. For the avoidance of doubt and except as otherwise expressly provided in the immediately preceding sentence, neither the Adviser nor the Company shall have any right to examine, inspect, copy or review any of the books, records, reports or other written materials prepared or maintained by the Sub-Adviser, except as required under this Agreement and by applicable laws, rules or regulations to fulfill duties as a registered investment adviser or as a registered investment company. (g) The Sub-Adviser has adopted written policies pursuant to Rule 206(4)-7 under the Advisers Act and shall provide the Adviser and the Company with a copy of those policies, together with evidence of their adoption. The Sub-Adviser shall promptly, but no later than ten (10) business days, provide notice of any amendment to such policies and a copy of such amendment to the Adviser and the Company. The Chief Compliance Officer of the Sub-Adviser shall provide to the Adviser and to the Company a summary of the annual assessment of the Sub-Adviser’s compliance program sufficient to allow the Company to comply with Rule 38a-1. In addition, the Sub-Adviser shall provide to the Adviser all information reasonably requested by the Adviser in order to comply with the provisions hereof, the 1940 Act, the Advisers Act, the U.S. Commodity Exchange Act, as amended (the “CEA”) and the regulations promulgated thereunder, to the extent applicable at the cost of the Adviser or the Company, as applicable. (h) The Sub-Adviser agrees to provide such reasonable information and reasonable assistance in connection with the services provided hereunder with respect to any inspection undertaken by any domestic or foreign regulatory entity in relation to the activities of the Adviser, the Company and their service providers at the cost of the Adviser or the Company, as applicable. (i) The Sub-Adviser has reviewed the Adviser's allocation policy and the Company’s investment guidelines and consents to the Adviser's use of such policy and the Company’s investment guidelines in connection with the performance of the Adviser's duties hereunder.

Representations, Warranties and Covenants of the Sub-Adviser. The Sub-Adviser represents, warrants and covenants to the Adviser and to the Company as follows: (a) The Sub-Adviser is registered as an investment adviser under the Advisers Act and shall maintain such registration during the term of this Agreement. (b) The Sub-Adviser is a limited partnership duly organized and validly existing under the laws of the State of Delaware with the power to carry on its duties and obligations hereunder. (c) The Sub-Adviser shall have and will at all times maintain an adequate number of skilled and licensed employees to professionally carry out the services for which the Sub-Adviser is being engaged consistent with third party service providers providing similar services as those of the Sub-Adviser to a Company of similar size and nature to the Company. In addition, the Sub-Adviser shall at all times maintain all necessary systems, equipment, software and other appropriate items available to perform such services, consistent with third party service providers providing similar services as those of the Sub-Adviser to a Company of similar size and nature to the Company. The Sub-Adviser agrees that it shall maintain sufficient disaster recovery resources and systems to facilitate continuity of its business and that of the Company in the event of disruption affecting the business of the Sub-Adviser or the Company. Furthermore, the Sub-Adviser agrees that it shall notify the Adviser as soon as practicable of any event affecting the Sub-Adviser (including, without limitation, any change to the Sub-Adviser’s information technology systems or practices) that could have a material adverse effect on the ability of the Sub-Adviser to fulfill its duties or activities under this Agreement. (d) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, other than such action or filing as has been taken or made, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser, in each case that would have a material adverse effect on the financial condition of the Sub-Adviser or the Sub-Adviser’s ability to perform its obligations under this Agreement. (e) Parts 1 and 2 of the Form ADV (collectively, the “Form ADV”) of the Sub-Adviser previously provided to the Adviser is a true and complete copy of the form as currently filed with the SEC with the exception of Form ADV Part 2B, which is not filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. The Sub-Adviser will promptly upon reasonable written request provide the Adviser and the Company with a complete copy of all subsequent amendments to its Form ADV. (f) The 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 Adviser and the Company with a copy of that code, together with evidence of its adoption. Within 20 days of the end of each calendar quarter during which this Agreement remains in effect, a duly authorized officer of the general partner of the Sub-Adviser shall certify to the Adviser or the Company that the Sub-Adviser has complied with the requirements of Rule 17j-1 under the 1940 Act during the previous quarter and that there have been no material violations of the Sub-Adviser’s code of ethics or, if such a violation has occurred, that appropriate action has been taken in response to such violation. Upon the written and reasonable request of the Adviser or the Company, the Sub-Adviser shall permit representatives of the Adviser or the Company to examine the reports (or summaries of the reports) required to be made to the Sub-Adviser by Rule 17j-1(c)(1) under the 1940 Act and other records evidencing enforcement of the code of ethics; provided, however, that such examinations shall: (x) be made during normal business hours and with the least amount of interference with the Sub-Adviser’s business and operations as reasonably practicable; and (y) be conducted at the sole expense of the Company, as applicable. For the avoidance of doubt and except as otherwise expressly provided in the immediately preceding sentence, neither the Adviser nor the Company shall have any right to examine, inspect, copy or review any of the books, records, reports or other written materials prepared or maintained by the Sub-Adviser, except as required under this Agreement and by applicable laws, rules or regulations to fulfill duties as a registered investment adviser or as a registered investment company. (g) The Sub-Adviser has adopted written policies pursuant to Rule 206(4)-7 under the Advisers Act and shall provide the Adviser and the Company with a copy of those policies, together with evidence of their adoption. The Sub-Adviser shall promptly, but no later than ten (10) business days, provide notice of any amendment to such policies and a copy of such amendment to the Adviser and the Company. The Chief Compliance Officer of the Sub-Adviser shall provide to the Adviser and to the Company a summary of the annual assessment of the Sub-Adviser’s compliance program sufficient to allow the Company to comply with Rule 38a-1. In addition, the Sub-Adviser shall provide to the Adviser all information reasonably requested by the Adviser in order to comply with the provisions hereof, the 1940 Act, the Advisers Act, the U.S. Commodity Exchange Act, as amended (the “CEA”) and the regulations promulgated thereunder, to the extent applicable at the cost of the Adviser or the Company, as applicable. (h) The Sub-Adviser agrees to provide such reasonable information and reasonable assistance in connection with the services provided hereunder with respect to any inspection undertaken by any domestic or foreign regulatory entity in relation to the activities of the Adviser, the Company and their service providers at the cost of the Adviser or the Company, as applicable. (i) The Sub-Adviser has reviewed the Adviser's ’s allocation policy and the Company’s investment guidelines and consents to the Adviser's ’s use of such policy and the Company’s investment guidelines in connection with the performance of the Adviser's ’s duties hereunder.

Representations, Warranties and Covenants of the Sub-Adviser. The Sub-Adviser represents, warrants and covenants to the Adviser and to the Company as follows: (a) The Sub-Adviser is registered as an investment adviser under the Advisers Act and shall maintain such registration during the term of this Agreement. (b) The Sub-Adviser is a limited partnership duly organized and validly existing under the laws of the State of Delaware with the power to carry on its duties and obligations hereunder. (c) The Sub-Adviser shall have and will at all times maintain an adequate number of skilled and licensed employees to professionally carry out the services for which the Sub-Adviser is being engaged consistent with third party service providers providing similar services as those of the Sub-Adviser to a Company of similar size and nature to the Company. In addition, the Sub-Adviser shall at all times maintain all necessary systems, equipment, software and other appropriate items available to perform such services, consistent with third party service providers providing similar services as those of the Sub-Adviser to a Company of similar size and nature to the Company. The Sub-Adviser agrees that it shall maintain sufficient disaster recovery resources and systems to facilitate continuity of its business and that of the Company in the event of disruption affecting the business of the Sub-Adviser or the Company. Furthermore, the Sub-Adviser agrees that it shall notify the Adviser as soon as practicable of any event affecting the Sub-Adviser (including, without limitation, any change to the Sub-Adviser’s information technology systems or practices) that could have a material adverse effect on the ability of the Sub-Adviser to fulfill its duties or activities under this Agreement. (d) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, other than such action or filing as has been taken or made, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser, in each case that would have a material adverse effect on the financial condition of the Sub-Adviser or the Sub-Adviser’s ability to perform its obligations under this Agreement. (e) Parts 1 and 2 of the Form ADV (collectively, the “Form ADV”) of the Sub-Adviser previously provided to the Adviser is a true and complete copy of the form as currently filed with the SEC with the exception of Form ADV Part 2B, which is not filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. The Sub-Adviser will promptly upon reasonable written request provide the Adviser and the Company with a complete copy of all subsequent amendments to its Form ADV. (f) The 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 Adviser and the Company with a copy of that code, together with evidence of its adoption. Within 20 days of the end of each calendar quarter during which this Agreement remains in effect, a duly authorized officer of the general partner of the Sub-Adviser shall certify to the Adviser or the Company that the Sub-Adviser has complied with the requirements of Rule 17j-1 under the 1940 Act during the previous quarter and that there have been no material violations of the Sub-Adviser’s code of ethics or, if such a violation has occurred, that appropriate action has been taken in response to such violation. Upon the written and reasonable request of the Adviser or the Company, the Sub-Adviser shall permit representatives of the Adviser or the Company to examine the reports (or summaries of the reports) required to be made to the Sub-Adviser by Rule 17j-1(c)(1) under the 1940 Act and other records evidencing enforcement of the code of ethics; provided, however, that such examinations shall: (x) be made during normal business hours and with the least amount of interference with the Sub-Adviser’s business and operations as reasonably practicable; and (y) be conducted at the sole expense of the Company, as applicable. For the avoidance of doubt and except as otherwise expressly provided in the immediately preceding sentence, neither the Adviser nor the Company shall have any right to examine, inspect, copy or review any of the books, records, reports or other written materials prepared or maintained by the Sub-Adviser, except as required under this Agreement and by applicable laws, rules or regulations to fulfill duties as a registered investment adviser or as a registered investment company. (g) The Sub-Adviser has adopted written policies pursuant to Rule 206(4)-7 under the Advisers Act and shall provide the Adviser and the Company with a copy of those policies, together with evidence of their adoption. The Sub-Adviser shall promptly, but no later than ten (10) business days, provide notice of any amendment to such policies and a copy of such amendment to the Adviser and the Company. The Chief Compliance Officer of the Sub-Adviser shall provide to the Adviser and to the Company a summary of the annual assessment of the Sub-Adviser’s compliance program sufficient to allow the Company to comply with Rule 38a-1. In addition, the Sub-Adviser shall provide to the Adviser all information reasonably requested by the Adviser in order to comply with the provisions hereof, the 1940 Act, the Advisers Act, the U.S. Commodity Exchange Act, as amended (the “CEA”) and the regulations promulgated thereunder, to the extent applicable at the cost of the Adviser or the Company, as applicable. (h) The Sub-Adviser shall, and shall cause its affiliates, agents and sub-contractors to, provide all relevant information and assistance as the Adviser may reasonably require for the purposes of the Adviser fulfilling its role in accordance with the Fund Services Codes of Practice issued by the Jersey Financial Services Commission from time to time a copy of which can be found at the following address: htxx://xxx.xxxxxxxxx.xxx/xxx/FSB-Codes-1-July-2014.pdf. (i) The Sub-Adviser agrees to provide such reasonable information and reasonable assistance in connection with the services provided hereunder with respect to any inspection undertaken by any domestic or foreign regulatory entity (including the Jersey Financial Services Commission) in relation to the activities of the Adviser, the Company and their service providers at the cost of the Adviser or the Company, as applicable. (ij) The Sub-Adviser has reviewed the Adviser's allocation policy and the Company’s investment guidelines and consents to the Adviser's use of such policy and the Company’s investment guidelines in connection with the performance of the Adviser's duties hereunder.

Representations, Warranties and Covenants of the Sub-Adviser. The Sub-Adviser represents, warrants and covenants to the Adviser and to the Company as follows: (a) The Sub-Adviser is registered as an investment adviser under the Advisers Act and shall maintain such registration during the term of this Agreement. (b) The Sub-Adviser is a limited partnership duly organized and validly existing under the laws of the State of Delaware with the power to carry on its duties and obligations hereunder. (c) The Sub-Adviser shall have and will at all times maintain an adequate number of skilled and licensed employees to professionally carry out the services for which the Sub-Adviser is being engaged consistent with third party service providers providing similar services as those of the Sub-Adviser to a Company of similar size and nature to the Company. In addition, the Sub-Adviser shall at all times maintain all necessary systems, equipment, software and other appropriate items available to perform such services, consistent with third party service providers providing similar services as those of the Sub-Adviser to a Company of similar size and nature to the Company. The Sub-Adviser agrees that it shall maintain sufficient disaster recovery resources and systems to facilitate continuity of its business and that of the Company in the event of disruption affecting the business of the Sub-Adviser or the Company. Furthermore, the Sub-Adviser agrees that it shall notify the Adviser as soon as practicable of any event affecting the Sub-Adviser (including, without limitation, any change to the Sub-Adviser’s information technology systems or practices) that could have a material adverse effect on the ability of the Sub-Adviser to fulfill its duties or activities under this Agreement. (d) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, other than such action or filing as has been taken or made, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser, in each case that would have a material adverse effect on the financial condition of the Sub-Adviser or the Sub-Adviser’s ability to perform its obligations under this Agreement. (e) Parts 1 and 2 of the Form ADV (collectively, the “Form ADV”) of the Sub-Adviser previously provided to the Adviser is a true and complete copy of the form as currently filed with the SEC with the exception of Form ADV Part 2B, which is not filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. The Sub-Adviser will promptly upon reasonable written request provide the Adviser and the Company with a complete copy of all subsequent amendments to its Form ADV. (f) The 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 Adviser and the Company with a copy of that code, together with evidence of its adoption. Within 20 days of the end of each calendar quarter during which this Agreement remains in effect, a duly authorized officer of the general partner of the Sub-Adviser shall certify to the Adviser or the Company that the Sub-Adviser has complied with the requirements of Rule 17j-1 under the 1940 Act during the previous quarter and that there have been no material violations of the Sub-Adviser’s code of ethics or, if such a violation has occurred, that appropriate action has been taken in response to such violation. Upon the written and reasonable request of the Adviser or the Company, the Sub-Adviser shall permit representatives of the Adviser or the Company to examine the reports (or summaries of the reports) required to be made to the Sub-Adviser by Rule 17j-1(c)(1) under the 1940 Act and other records evidencing enforcement of the code of ethics; provided, however, that such examinations shall: (x) be made during normal business hours and with the least amount of interference with the Sub-Adviser’s business and operations as reasonably practicable; and (y) be conducted at the sole expense of the Company, as applicable. For the avoidance of doubt and except as otherwise expressly provided in the immediately preceding sentence, neither the Adviser nor the Company shall have any right to examine, inspect, copy or review any of the books, records, reports or other written materials prepared or maintained by the Sub-Adviser, except as required under this Agreement and by applicable laws, rules or regulations to fulfill duties as a registered investment adviser or as a registered investment company. (g) The Sub-Adviser has adopted written policies pursuant to Rule 206(4)-7 under the Advisers Act and shall provide the Adviser and the Company with a copy of those policies, together with evidence of their adoption. The Sub-Adviser shall promptly, but no later than ten (10) business days, provide notice of any amendment to such policies and a copy of such amendment to the Adviser and the Company. The Chief Compliance Officer of the Sub-Adviser shall provide to the Adviser and to the Company a summary of the annual assessment of the Sub-Adviser’s compliance program sufficient to allow the Company to comply with Rule Rule 38a-1. In addition, the Sub-Adviser shall provide to the Adviser all information reasonably requested by the Adviser in order to comply with the provisions hereof, the 1940 Act, the Advisers Act, the U.S. Commodity Exchange Act, as amended (the “CEA”) and the regulations promulgated thereunder, to the extent applicable at the cost of the Adviser or the Company, as applicable. (h) The Sub-Adviser agrees to provide such reasonable information and reasonable assistance in connection with the services provided hereunder with respect to any inspection undertaken by any domestic or foreign regulatory entity in relation to the activities of the Adviser, the Company and their service providers at the cost of the Adviser or the Company, as applicable. (i) The Sub-Adviser has reviewed the Adviser's allocation policy and the Company’s investment guidelines and consents to the Adviser's use of such policy and the Company’s investment guidelines in connection with the performance of the Adviser's duties hereunder.