Common use of The Manager’s Representations Clause in Contracts

The Manager’s Representations. The Manager represents, warrants and agrees that: (a) It has all requisite power and authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement; (b) It is registered as an investment adviser under the Advisers Act and will continue to be so registered during the term of this Agreement; (c) It maintains professional errors and omissions liability insurance with insurance carriers approved by the Chief Compliance Officer of the Trust covering services provided hereunder by the Manager in an appropriate amount; (d) It has adopted and implemented a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act (the “Code of Ethics”) and, if it has not already done so, will provide the Trust with a copy of such Code of Ethics and any amendments thereto. Within 60 days following the end of the last quarter of each calendar year that this Agreement is in effect, a duly authorized officer of the Manager shall certify to the Chief Compliance Officer of the Fund that the Manager has complied with the requirements of Rule 17j-1 during the previous calendar year and that there has been no material violation of the Manager’s code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation; (e) It has appointed a chief compliance officer under Rule 206(4)-7 under the Advisers Act and adopted and implemented written policies and procedures, as required by Rule 206(4)-7, which are reasonably designed to prevent violations of federal securities laws by the Manager, its employees, officers and agents, to detect violations that have occurred, and to correct promptly any violations that have occurred (“Compliance Procedures”) and, if it has not already done so, will provide the Trust with a copy of the Compliance Procedures and any material amendments thereto and will provide promptly notice of any material violations relating to the Fund to the Chief Compliance Officer of the Fund; (f) It will vote all proxies for securities held by a Fund and exercise all other voting rights with respect to such securities in accordance with the Manager’s written proxy voting policies and procedures, and will file claims in class action settlements related to securities currently or previously held by the Fund(s); (g) It has delivered to the Trust copies of its Form ADV as most recently filed with the Commission and will provide the Trust with a copy of any future filings of Form ADV or any amendments thereto; (h) It is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement and will promptly notify the Trust of the occurrence of any event that would disqualify the Manager from serving as an investment manager to a Fund pursuant to Section 9(a) of the 1940 Act or other applicable law, rule or regulation; (i) It 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 self-regulatory agency, necessary to be met by the Manager in order to perform its services contemplated by this Agreement; and (j) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Manager, enforceable against the Manager in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties.

The Manager’s Representations. The Manager represents, warrants and agrees that: (a) It has all requisite power and authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement; (b) It is registered as an investment adviser under the Advisers Act and will continue to be so registered during the term of this Agreement; (c) It maintains professional errors and omissions liability insurance with insurance carriers approved by the Chief Compliance Officer of the Trust covering services provided hereunder by the Manager in an appropriate amount; (d) It has adopted and implemented a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act (the “Code of Ethics”) and, if it has not already done so, will provide the Trust with a copy of such Code of Ethics and any amendments thereto. Within 60 days following the end of the last quarter of each calendar year that this Agreement is in effect, a duly authorized officer of the Manager shall certify to the Chief Compliance Officer of the Fund that the Manager has complied with the requirements of Rule 17j-1 during the previous calendar year and that there has been no material violation of the Manager’s code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation; (e) It has appointed a chief compliance officer under Rule 206(4)-7 under the Advisers Act and adopted and implemented written policies and procedures, as required by Rule 206(4)-7, which are reasonably designed to prevent violations of federal securities laws by the Manager, its employees, officers and agents, to detect violations that have occurred, and to correct promptly any violations that have occurred (“Compliance Procedures”) and, if it has not already done so, will provide the Trust with a copy of the Compliance Procedures and any material amendments thereto and will provide promptly notice of any material violations relating to the Fund to the Chief Compliance Officer of the Fund; (f) It will vote all proxies for securities held by a Fund and exercise all other voting rights with respect to such securities in accordance with the Manager’s written proxy voting policies and procedures, and will file claims in class action settlements related to securities currently or previously held by the Fund(s)) in accordance with the Manager’s written procedures; (g) It has delivered to the Trust copies of its Form ADV as most recently filed with the Commission and will provide the Trust with a copy of any future filings of Form ADV or any amendments thereto; (h) It is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement and will promptly notify the Trust of the occurrence of any event that would disqualify the Manager from serving as an investment manager to a Fund pursuant to Section 9(a) of the 1940 Act or other applicable law, rule or regulation; (i) It 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 self-regulatory agency, necessary to be met by the Manager in order to perform its services contemplated by this Agreement; and (j) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Manager, enforceable against the Manager in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties.