Common use of The Sub-Adviser’s Representations Clause in Contracts

The Sub-Adviser’s Representations. The Sub-adviser represents, warrants and agrees that (i) it has all requisite power and authority to enter into and perform its obligations under this Agreement; (ii) it has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement; (iii) neither it nor any "affiliated person" of it, as such term is defined in Section 2(a)(3) of the 1940 Act, is subject to any disqualification that would make it unable to serve as an investment adviser to a registered investment company under Section 9 of the 1940 Act; (iv) it is duly registered as an adviser under the Advisers Act; and (v) except as otherwise specified herein, it will not delegate any obligation assumed pursuant to this Agreement to any third party without first obtaining the written consent of the Fund and the Adviser. The Sub-adviser further represents, warrants, and agrees that it shall: (i) Use its best judgment and efforts in rendering the advice and services to Trust and Fund as contemplated by this Agreement; (ii) Maintain all licenses and registrations necessary to perform its duties hereunder in good order; (iii) Conduct its operations at all times in conformance with the Advisers Act, the 1940 Act, and any other applicable state and/or self-regulatory organization regulations; and (iv) Maintain errors and omissions insurance coverage in an appropriate amount and shall provide written notice to the Trust (i) of any material changes in its insurance policies or insurance coverage; or (ii) if any material claims will be made on its insurance policies. Furthermore, the Sub-adviser shall, upon reasonable request, provide the Trust with any information it may reasonably require concerning the amount of or scope of such insurance.

The Sub-Adviser’s Representations. The Sub-adviser represents, warrants and agrees that (i) it has all requisite power and authority to enter into and perform its obligations under this Agreement; (ii) it has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement; (iii) neither it nor any "“affiliated person" ” of it, as such term is defined in Section 2(a)(3) of the 1940 Act, is subject to any disqualification that would make it unable to serve as an investment adviser to a registered investment company under Section 9 of the 1940 Act; (iv) it is duly registered as an adviser under the Advisers Act; and (v) except as otherwise specified herein, it will not delegate any obligation assumed pursuant to this Agreement to any third party without first obtaining the written consent of the Fund Series and the AdviserAdvisor. The Sub-adviser further represents, warrants, and agrees that it shall: (i) Use its best judgment and efforts in rendering the advice and services to Trust Fund and Fund Series as contemplated by this Agreement; (ii) Maintain all licenses and registrations necessary to perform its duties hereunder in good order; (iii) Conduct its operations at all times in conformance with the Advisers Act, the 1940 Act, and any other applicable state and/or self-regulatory organization regulations; and (iv) Maintain errors and omissions insurance coverage in an appropriate amount not less than its current level of coverage and shall provide written notice to the Trust Fund (i) of any material changes in its insurance policies or insurance coverage; or (ii) if any material claims will be made on its insurance policies. Furthermore, the Sub-adviser shall, upon reasonable request, provide the Trust Fund with any information it may reasonably require concerning the amount of or scope of such insurance.

The Sub-Adviser’s Representations. The Sub-adviser Adviser represents, warrants and agrees that (i) it has all requisite power and authority to enter into and perform its obligations under this Agreement; (ii) it has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement; (iii) neither it nor any "affiliated person" person of it, as such term is defined in Section 2(a)(3) of the 1940 ActAct (“affiliated person”), is subject to any disqualification that would make it unable to serve as an investment adviser to a registered investment company under Section 9 of the 1940 Act; (iv) it is duly registered as an adviser under the Advisers Act; and (v) except as otherwise specified herein, it will not delegate any obligation assumed pursuant to this Agreement to any third party without first obtaining the written consent of the Fund and the Adviser. The Sub-adviser Adviser further represents, warrants, and agrees that it shall: (i) Use its best judgment and efforts in rendering the advice and services to Trust and Fund as contemplated by this Agreement; (ii) Maintain all licenses and registrations necessary to perform its duties hereunder in good order; (iii) Conduct its operations at all times in conformance with the Advisers Act, the 1940 Act, and any other applicable state and/or self-regulatory organization regulations; and (iv) Maintain errors and omissions insurance coverage in an appropriate amount and shall provide written notice to the Trust (i) of any material changes in its insurance policies or insurance coverage; or (ii) if of any material claims will be made on its insurance policies. Furthermore, the Sub-adviser Adviser shall, upon reasonable request, provide the Trust with any information it may reasonably require concerning the amount of or scope of such insurance.

The Sub-Adviser’s Representations. The Sub-adviser Adviser represents, warrants and agrees that (i) it has all requisite power and authority to enter into and perform its obligations under this Agreement; (ii) it has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement; (iii) neither it nor any "affiliated person" of it, as such term is defined in Section 2(a)(3) of the 1940 Act, is subject to any disqualification that would make it unable to serve as an investment adviser to a registered investment company under Section 9 of the 1940 Act; (iv) it is duly registered as an adviser under the Advisers Act; and (v) except as otherwise specified herein, it will not delegate any obligation assumed pursuant to this Agreement to any third party without first obtaining the written consent of the Fund and the Adviser. The Sub-adviser Adviser further represents, warrants, and agrees that it shall: (i) Use its best judgment and efforts in rendering the advice and services to Trust and Fund as contemplated by this Agreement; (ii) Maintain all licenses and registrations necessary to perform its duties hereunder in good order; (iii) Conduct its operations at all times in conformance with the Advisers Act, the 1940 Act, and any other applicable state and/or self-regulatory organization regulations; and (iv) Maintain errors and omissions insurance coverage in an appropriate amount not less than its current level of coverage and shall provide written notice to the Trust (i) of any material changes in its insurance policies or insurance coverage; or (ii) if of any material claims will be made on its insurance policies. Furthermore, the Sub-adviser Adviser shall, upon reasonable request, provide the Trust with any information it may reasonably require concerning the amount of or scope of such insurance.

The Sub-Adviser’s Representations. The Sub-adviser Adviser represents, warrants and agrees that (i) it has all requisite power and authority to enter into and perform its obligations under this Agreement; (ii) it has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement; (iii) neither it nor any "“affiliated person" ” of it, as such term is defined in Section 2(a)(3) of the 1940 Act, is subject to any disqualification that would make it unable to serve as an investment adviser to a registered investment company under Section 9 of the 1940 Act; (iv) it is duly registered as an adviser under the Advisers Act; and (v) except as otherwise specified herein, it will not delegate any obligation assumed pursuant to this Agreement to any third party without first obtaining the written consent of the Fund and the Adviser. The Sub-adviser Adviser further represents, warrants, and agrees that it shall: (i) Use its best judgment and efforts in rendering the advice and services Services to the Trust and the Fund as contemplated by this Agreement; (ii) Maintain all licenses and registrations necessary to perform its duties and Services hereunder in good order; (iii) Conduct its operations at all times in conformance with the Advisers Act, the 1940 Act, and any other applicable state and/or self-regulatory organization regulations; and (iv) Maintain errors and omissions insurance coverage in an appropriate amount and shall and, shall, upon reasonable request, provide Adviser a written notice to the Trust (i) description of any material changes in its insurance policies or insurance coverage; or (ii) if any material claims will be made on its insurance policies. Furthermore, the Sub-adviser Adviser shall, upon reasonable request, provide the Trust with any information it may reasonably require concerning the amount of or scope of such insurance.

The Sub-Adviser’s Representations. The Sub-adviser Adviser represents, warrants and agrees that (i) it has all requisite power and authority to enter into and perform its obligations under this Agreement; (ii) it has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement; (iii) neither it nor any "“affiliated person" ” of it, as such term is defined in Section 2(a)(3) of the 1940 Act, is subject to any disqualification that would make it unable to serve as an investment adviser to a registered investment company under Section 9 of the 1940 Act; (iv) it is duly registered as an adviser under the Advisers Act; and (v) except as otherwise specified herein, it will not delegate any obligation assumed pursuant to this Agreement to any third party without first obtaining the written consent of the Fund and the Adviser. The Sub-adviser Adviser further represents, warrants, and agrees that it shall: (i) Use its best judgment and efforts in rendering the advice and services Services to the Trust and the Fund as contemplated by this Agreement; (ii) Maintain all licenses and registrations necessary to perform its duties and Services hereunder in good order; (iii) Conduct its operations at all times in conformance with the Advisers Act, the 1940 Act, and any other applicable state and/or self-regulatory organization regulations; and (iv) Maintain errors and omissions insurance coverage in an appropriate amount not less than its current level of coverage and shall provide written notice to the Trust (i) of any material changes in its insurance policies or insurance coverage; or (ii) if any material claims will be made on its insurance policies. Furthermore, the Sub-adviser Adviser shall, upon reasonable request, provide the Trust with any information it may reasonably require concerning the amount of or scope of such insurance.

The Sub-Adviser’s Representations. The Sub-adviser Adviser represents, warrants and agrees that (i) it has all requisite power and authority to enter into and perform its obligations under this Agreement; (ii) it has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement; (iii) neither it nor any "affiliated person" person of it, as such term is defined in Section 2(a)(3) of the 1940 ActAct (“affiliated person”), is subject to any disqualification that would make it unable to serve as an investment adviser to a registered investment company under Section 9 of the 1940 Act; (iv) it is duly registered as an adviser under the Advisers Act; Act and (v) except as otherwise specified herein, it will not delegate any obligation assumed pursuant to this Agreement to any third party without first obtaining the written consent of the Fund and the AdviserAgreement. The Sub-adviser Adviser further represents, warrants, and agrees that it shall: (i) Use its best judgment and efforts in rendering the advice and services to Trust and Fund as contemplated by this Agreement; (ii) Maintain all licenses and registrations necessary to perform its duties hereunder in good order; (iii) Conduct its operations at all times in conformance with the Advisers Act, the 1940 Act, and any other applicable state and/or self-regulatory organization regulations; and (iv) Maintain errors and omissions insurance coverage in an appropriate amount and shall shall, upon request, provide a written notice description to the Trust (i) of any material changes in its insurance policies or insurance coverage; or (ii) if any material claims will be made on its insurance policies. Furthermore, the Sub-adviser Adviser shall, upon reasonable request, provide the Trust with any information it may reasonably require concerning the amount of or scope of such insurance.

The Sub-Adviser’s Representations. The Sub-adviser Adviser represents, warrants and agrees that (i) it has all requisite power and authority to enter into and perform its obligations under this Agreement; (ii) it has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement; (iii) neither it nor any "“affiliated person" ” of it, as such term is defined in Section 2(a)(3) of the 1940 Act, is subject to any disqualification that would make it unable to serve as an investment adviser to a registered investment company under Section 9 of the 1940 Act; (iv) it is duly registered as an adviser under the Advisers Act; and (v) except as otherwise specified herein, it will not delegate any obligation assumed pursuant to this Agreement to any third party without first obtaining the written consent of the Fund and the Adviser. The Sub-adviser Adviser further represents, warrants, and agrees that it shall: (i) Use its best judgment and efforts in rendering the advice and services to the Trust and the Fund as contemplated by this Agreement; (ii) Maintain all licenses and registrations necessary to perform its duties hereunder in good order; (iii) Conduct its operations at all times in conformance with the Advisers Act, the 1940 Act, and any other applicable state and/or self-regulatory organization regulations; and (iv) Maintain errors and omissions insurance coverage in an appropriate amount and shall provide written notice to the Trust (i) of any material changes in its insurance policies or insurance coverage; or (ii) if any material materials claims will be made on its insurance policies. Furthermore, the Sub-adviser Adviser shall, upon reasonable request, provide the Trust with any information it may reasonably require concerning the amount of or scope of such insurance.

The Sub-Adviser’s Representations. The Sub-adviser represents, warrants and agrees that (i) it has all requisite power and authority to enter into and perform its obligations under this Agreement; (ii) it has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement; (iii) neither it nor any "affiliated person" of it, as such term is defined in Section 2(a)(3) of the 1940 Act, is subject to any disqualification that would make it unable to serve as an investment adviser to a registered investment company under Section 9 of the 1940 Act; (iv) it is duly registered as an adviser under the Advisers Act; and (v) except as otherwise specified herein, it will not delegate any obligation assumed pursuant to this Agreement to any third party without first obtaining the written consent of the Fund and the Adviser. The Sub-adviser further represents, warrants, and agrees that it shall: (i) Use its best judgment and efforts in rendering the advice and services to the Trust and the Fund as contemplated by this Agreement; (ii) Maintain all licenses and registrations necessary to perform its duties hereunder in good order; (iii) Conduct its operations at all times in conformance with the Advisers Act, the 1940 Act, and any other applicable state and/or self-regulatory organization regulations; and (iv) Maintain errors and omissions insurance coverage in an appropriate amount and shall provide written notice to the Trust (i) of any material changes in its insurance policies or insurance coverage; or (ii) if any material claims will be made on its insurance policies. Furthermore, the Sub-adviser shall, upon reasonable request, provide the Trust with any information it may reasonably require concerning the amount of or scope of such insurance.

The Sub-Adviser’s Representations. The Sub-adviser Adviser represents, warrants and agrees that (i) it has all requisite power and authority to enter into and perform its obligations under this Agreement; (ii) it has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement; (iii) neither it nor nor, to the Sub-Adviser’s knowledge, any "affiliated person" of it, as such term is defined in Section 2(a)(3) of the 1940 Act, is subject to any disqualification that would make it unable to serve as an investment adviser to a registered investment company under Section 9 of the 1940 Act; (iv) it is duly registered as an adviser under the Advisers Act; and (v) except as otherwise specified herein, it will not delegate any obligation assumed pursuant to this Agreement to any third party without first obtaining the written consent of the Fund and the Adviser. The Sub-adviser Adviser further represents, warrants, and agrees that it shall: (i) Use its best judgment and efforts in rendering the advice and services to Trust and Fund as contemplated by this Agreement; (ii) Maintain all licenses and registrations necessary to perform its duties hereunder in good order; (iii) Conduct its operations at all times in conformance with the Advisers Act, the 1940 Act, and any other applicable state and/or self-regulatory organization regulations; and (iv) Maintain errors and omissions insurance coverage in an appropriate amount not less than its current level of coverage and shall provide written notice to the Trust (i) of any material adverse changes in its insurance policies or insurance coverage; or (ii) if of any claims relating to the Fund or material claims relating to the Sub-Adviser's sub-advisory business will be made on its insurance policies. Furthermore, the Sub-adviser Adviser shall, upon reasonable request, provide the Trust with any information it may reasonably require concerning the amount of or scope of such insurance.

The Sub-Adviser’s Representations. The Sub-adviser Adviser represents, warrants and agrees that (i) it has all requisite power and authority to enter into and perform its obligations under this Agreement; (ii) it has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement; (iii) neither it nor any "“affiliated person" ” of it, as such term is defined in Section 2(a)(3) of the 1940 Act, is subject to any disqualification that would make it unable to serve as an investment adviser to a registered investment company under Section 9 of the 1940 Act; (iv) it is duly registered as an adviser under the Advisers Act; and (v) except as otherwise specified herein, it will not delegate any obligation assumed pursuant to this Agreement to any third party without first obtaining the written consent of the Fund and the Adviser. The Sub-adviser Adviser further represents, warrants, and agrees that it shall: (i) Use its best judgment and efforts in rendering the advice and services to Trust and Fund as contemplated by this Agreement; (ii) Maintain all licenses and registrations necessary to perform its duties hereunder in good order; (iii) Conduct its operations at all times in conformance with the Advisers Act, the 1940 Act, and any other applicable state and/or self-regulatory organization regulations; and (iv) Maintain errors and omissions insurance coverage in an appropriate amount and shall shall, upon request, provide a written notice description to the Trust (i) of any material changes in its insurance policies or insurance coverage; or (ii) if any material claims will be made on its insurance policies. Furthermore, the Sub-adviser Adviser shall, upon reasonable request, provide the Trust with any information it may reasonably require concerning the amount of or scope of such insurance.

The Sub-Adviser’s Representations. The Sub-adviser Adviser represents, warrants and agrees that (i) it has all requisite power and authority to enter into and perform its obligations under this Agreement; (ii) it has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement; (iii) neither it nor any "affiliated person" of it, as such term is defined in Section 2(a)(3) of the 1940 Act, is subject to any disqualification that would make it unable to serve as an investment adviser to a registered investment company under Section 9 of the 1940 Act; (iv) it is duly registered as an adviser under the Advisers Act; and (v) except as otherwise specified herein, it will not delegate any obligation assumed pursuant to this Agreement to any third party without first obtaining the written consent of the Fund Funds and the Adviser. The Sub-adviser Adviser further represents, warrants, and agrees that it shall: (i) Use its best judgment and efforts in rendering the advice and services to Trust and Fund Funds as contemplated by this Agreement; (ii) Maintain all licenses and registrations necessary to perform its duties hereunder in good order; (iii) Conduct its operations at all times in conformance with the Advisers Act, the 1940 Act, and any other applicable state and/or self-regulatory organization regulations; and (iv) Maintain errors and omissions insurance coverage in an appropriate amount and shall provide written notice to the Trust (i) of any material changes in its insurance policies or reduction in insurance coverage; or (ii) if any material claims will be are made on its insurance policiespolicies related to the Trust or the Funds, or that the Board would reasonably need to be aware of in order to fulfill its obligations to oversee the Sub-Adviser. Furthermore, the Sub-adviser Adviser shall, upon reasonable request, provide the Trust with any information it may reasonably require concerning the amount of or scope of such insurance.

The Sub-Adviser’s Representations. The Sub-adviser Adviser represents, warrants and agrees that (i) it has all requisite power and authority to enter into and perform its obligations under this Agreement; (ii) it has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement; (iii) neither it nor any "“affiliated person" ” of it, as such term is defined in Section 2(a)(3) of the 1940 Act, is subject to any disqualification that would make it unable to serve as an investment adviser to a registered investment company under Section 9 of the 1940 Act; (iv) it is duly registered as an adviser under the Advisers Act; and (v) except as otherwise specified herein, it will not delegate any obligation assumed pursuant to this Agreement to any third party without first obtaining the written consent of the Fund and the Adviser. The Sub-adviser Adviser further represents, warrants, and agrees that it shall: (i) Use its best judgment and efforts in rendering the advice and services to Trust and Fund as contemplated by this Agreement; (ii) Maintain all licenses and registrations necessary to perform its duties hereunder in good order; (iii) Conduct its operations at all times in conformance with the Advisers Act, the 1940 Act, and any other applicable state and/or self-regulatory organization regulations; and (iv) Maintain errors and omissions insurance coverage in an appropriate amount not less than its current level of coverage and shall provide written notice to the Trust (i) of any material changes in its insurance policies or insurance coverage; or (ii) if any material claims will be made on its insurance policies. Furthermore, the Sub-adviser Adviser shall, upon reasonable request, provide the Trust with any information it may reasonably require concerning the amount of or scope of such insurance.

The Sub-Adviser’s Representations. The Sub-adviser represents, warrants and agrees that (i) it has all requisite power and authority to enter into and perform its obligations under this Agreement; (ii) it has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement; (iii) neither it nor any "“affiliated person" ” of it, as such term is defined in Section 2(a)(3) of the 1940 Act, is subject to any disqualification that would make it unable to serve as an investment adviser to a registered investment company under Section 9 of the 1940 Act; (iv) it is duly registered as an adviser under the Advisers Act; and (v) except as otherwise specified herein, it will not delegate any obligation assumed pursuant to this Agreement to any third party without first obtaining the written consent of the Fund Series and the AdviserAdvisor. The Sub-adviser further represents, warrants, and agrees that it shall: (i) Use its best judgment and efforts in rendering the advice and services to Trust and Fund as contemplated by this Agreement; (ii) Maintain all licenses and registrations necessary to perform its duties hereunder in good order; (iiiii) Conduct its operations at all times in conformance in all material respects with the Advisers Act, the 1940 Act, and any other applicable state and/or self-regulatory organization regulations; and (iviii) Maintain errors and omissions insurance coverage in an appropriate amount not less than its current level of coverage and shall provide written notice to the Trust Fund (i) of any material changes in its insurance policies or insurance coverage; or (ii) if any material claims will be made on its insurance policies. Furthermore, the Sub-adviser shall, upon reasonable request, provide the Trust Fund with any information it may reasonably require concerning the amount of or scope of such insurance.

The Sub-Adviser’s Representations. The Sub-adviser Adviser represents, warrants and agrees that (i) it has all requisite power and authority to enter into and perform its obligations under this Agreement; (ii) it has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement; (iii) neither it nor any "affiliated person" of it, as such term is defined in Section 2(a)(3) of the 1940 Act, is subject to any disqualification that would make it unable to serve as an investment adviser to a registered investment company under Section 9 of the 1940 Act; (iv) it is duly registered as an adviser under the Advisers Act; and (v) except as otherwise specified herein, it will not delegate any obligation assumed pursuant to this Agreement to any third party without first obtaining the written consent of the Fund and the Adviser. The Sub-adviser Adviser further represents, warrants, and agrees that it shall: (i) Use its best judgment and efforts in rendering the advice Services to the Adviser and services to Trust and the Fund as contemplated by this Agreement; (ii) Maintain all licenses and registrations necessary to perform its duties hereunder in good order; (iii) Conduct its operations at all times in conformance with the Advisers Act, the 1940 Act, and any other applicable state and/or self-regulatory organization regulations; and (iv) Maintain errors and omissions insurance coverage in an appropriate amount and shall provide written notice to the Trust (i) of any material changes in its insurance policies or reductions in insurance coverage; or (ii) if any material claims will be are made on its insurance policies. Furthermore, the Sub-adviser Adviser shall, upon reasonable request, provide the Trust with any information it may reasonably require concerning the amount of or scope of such insurance.

The Sub-Adviser’s Representations. The Sub-adviser Adviser represents, warrants and agrees that (i) it has all requisite power and authority to enter into and perform its obligations under this Agreement; (ii) it has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement; (iii) neither it nor any "“affiliated person" ” of it, as such term is defined in Section 2(a)(3) of the 1940 Act, is subject to any disqualification that would make it unable to serve as an investment adviser to a registered investment company under Section 9 of the 1940 Act; (iv) it is duly registered as an adviser under the Advisers Act; and (v) except as otherwise specified herein, it will not delegate any obligation assumed pursuant to this Agreement to any third party without first obtaining the written consent of the Fund and the Adviser. The Sub-adviser Adviser further represents, warrants, and agrees that it shall: (i) Use its best judgment and efforts in rendering the advice and services Services to the Trust and the Fund as contemplated by this Agreement; (ii) Maintain all licenses and registrations necessary to perform its duties and Services hereunder in good order; (iii) Conduct its operations at all times in conformance with the Advisers Act, the 1940 Act, and any other applicable state and/or self-regulatory organization regulations; and (iv) Maintain errors and omissions insurance coverage in an appropriate amount not less than its current level of coverage and shall shall, upon request, provide a written notice description to the Trust (i) of any material changes in its insurance policies or insurance coverage; or (ii) if any material claims will be made on its insurance policiescoverage limits. Furthermore, the Sub-adviser Adviser shall, upon reasonable request, provide the Trust with any information it may reasonably require concerning the amount of or scope of such insurance.

The Sub-Adviser’s Representations. The Sub-adviser Adviser represents, warrants and agrees that (i) it has all requisite power and authority to enter into and perform its obligations under this Agreement; (ii) it has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement; (iii) neither it nor any "affiliated person" of it, as such term is defined in Section 2(a)(3) of the 1940 Act, is subject to any disqualification that would make it unable to serve as an investment adviser to a registered investment company under Section 9 of the 1940 Act; (iv) it is duly registered as an adviser under the Advisers Act; and (v) except as otherwise specified herein, it will not delegate any obligation assumed pursuant to this Agreement to any third party without first obtaining the written consent of the Fund and the Adviser. The Sub-adviser Adviser further represents, warrants, and agrees that it shall: (i) Use its best judgment and efforts in rendering the advice and services to Trust and Fund as contemplated by this Agreement; (ii) Maintain all licenses and registrations necessary to perform its duties hereunder in good order; (iii) Conduct its operations at all times in conformance with the Advisers Act, the 1940 Act, and any other applicable state and/or self-regulatory organization regulations; and (iv) Maintain errors and omissions insurance coverage in an appropriate amount not less than its current level of coverage and shall provide written notice to the Trust (i) of any material changes in its insurance policies or insurance coverage; or (ii) if any material claims will be made on its insurance policies. Furthermore, the Sub-adviser Adviser shall, upon reasonable request, provide the Trust with any information it may reasonably require concerning the amount of or scope of such insurance.

The Sub-Adviser’s Representations. The Sub-adviser Adviser represents, warrants and agrees that (i) it has all requisite power and authority to enter into and perform its obligations under this Agreement; (ii) it has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement; (iii) neither it nor any "“affiliated person" ” of it, as such term is defined in Section 2(a)(3) of the 1940 Act, is subject to any disqualification that would make it unable to serve as an investment adviser to a registered investment company under Section 9 of the 1940 Act; (iv) it is duly registered as an adviser under the Advisers Act; and (v) except as otherwise specified herein, it will not delegate any obligation assumed pursuant to this Agreement to any third party without first obtaining the written consent of the Fund and the Adviser. However, for the avoidance of doubt, except where prohibited by applicable law or regulation, the Sub-Adviser may delegate or may employ a third party to perform any accounting, administrative, reporting and ancillary services required to enable the Sub-Adviser to solely perform the Services. The Sub-adviser Adviser further represents, warrants, and agrees that it shall: (i) Use its best judgment and efforts in rendering the advice and services Services to the Trust and the Fund as contemplated by this Agreement; (ii) Maintain all licenses and registrations necessary to perform its duties and Services hereunder in good order; (iii) Conduct its operations at all times in conformance with the Advisers Act, the 1940 Act, and any other applicable state and/or self-regulatory organization regulations; and (iv) Maintain errors During the term of this Agreement, the Sub-Adviser will maintain comprehensive general liability coverage and omissions insurance coverage in an will carry a fidelity bond covering it and each of its employees and authorized agents with limits of not less than those considered commercially reasonable and appropriate amount under the current industry practices and shall shall, upon request, provide a written notice description to the Trust (i) of any material changes in its insurance policies or insurance coverage; or (ii) if any material claims will be made on its insurance policies. Furthermore, the Sub-adviser Adviser shall, upon reasonable request, provide the Trust with any information it may reasonably require concerning a certificate of insurance evidencing the amount of or scope of such insurance.

The Sub-Adviser’s Representations. The Sub-adviser Adviser represents, warrants and agrees that (i) it has all requisite power and authority to enter into and perform its obligations under this Agreement; (ii) it has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement; (iii) neither it nor any "affiliated person" of it, as such term is defined in Section 2(a)(3) of the 1940 Act, is subject to any disqualification that would make it unable to serve as an investment adviser to a registered investment company under Section 9 of the 1940 Act; (iv) it is duly registered as an adviser under the Advisers Act; and (v) except as otherwise specified herein, it will not delegate any obligation assumed pursuant to this Agreement to any third party without first obtaining the written consent of the Fund Funds and the Adviser. The Sub-adviser Adviser further represents, warrants, and agrees that it shall: (i) Use its best judgment and efforts in rendering the advice and services to Trust and Fund the Funds as contemplated by this Agreement; (ii) Maintain all licenses and registrations necessary to perform its duties hereunder in good order; (iii) Conduct its operations at all times in conformance with the Advisers Act, the 1940 Act, and any other applicable state and/or self-regulatory organization regulations; and (iv) Maintain errors and omissions insurance coverage in an appropriate amount and shall shall, upon request, provide a written notice description to the Trust (i) of any material changes in its insurance policies or insurance coverage; or (ii) if any material claims will be made on its insurance policiescoverage limits. Furthermore, the Sub-adviser Adviser shall, upon reasonable request, provide the Trust with any information it may reasonably require concerning the amount of or scope of such insurance.

The Sub-Adviser’s Representations. The Sub-adviser Adviser represents, warrants and agrees that (i) it has all requisite power and authority to enter into and perform its obligations under this Agreement; (ii) it has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement; (iii) neither it nor any "“affiliated person" ” of it, as such term is defined in Section 2(a)(3) of the 1940 Act, is subject to any disqualification that would make it unable to serve as an investment adviser to a registered investment company under Section 9 of the 1940 Act; (iv) it is duly registered as an adviser under the Advisers Act; and (v) except as otherwise specified herein, it will not delegate any obligation assumed pursuant to this Agreement to any non-affiliated third party without first obtaining the written consent of the Fund and the Adviser. The Sub-adviser Adviser further represents, warrants, and agrees that it shall: (i) Use its best judgment and efforts in rendering the advice and services Services to the Trust and the Fund as contemplated by this Agreement; (ii) Maintain all licenses and registrations necessary to perform its duties and Services hereunder in good order; (iii) Conduct its operations at all times in conformance with the Advisers Act, the 1940 Act, and any other applicable state and/or self-regulatory organization regulations; and (iv) Maintain errors and omissions insurance coverage in an appropriate amount and shall provide written notice to the Trust (i) of any material changes in its insurance policies or insurance coverage; or (ii) if any material materials claims will be made on its insurance policies. Furthermore, the Sub-adviser Adviser shall, upon reasonable request, provide the Trust with any information it may reasonably require concerning the amount of or scope of such insurance.

The Sub-Adviser’s Representations. The Sub-adviser Adviser represents, warrants and agrees that (i) it has all requisite power and authority to enter into and perform its obligations under this Agreement; (ii) it has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement; (iii) neither it nor nor, to the Sub-Adviser’s knowledge, any "“affiliated person" ” of it, as such term is defined in Section 2(a)(3) of the 1940 Act, is subject to any disqualification that would make it unable to serve as an investment adviser to a registered investment company under Section 9 of the 1940 Act; (iv) it is duly registered as an adviser under the Advisers Act; and (v) except as otherwise specified herein, it will not delegate any obligation assumed pursuant to this Agreement to any third party without first obtaining the written consent of the Fund Funds and the Adviser. The Sub-adviser Adviser further represents, warrants, and agrees that it shall: (i) Use its best judgment and efforts in rendering the advice and services to Trust and Fund Funds as contemplated by this Agreement; (ii) Maintain all licenses and registrations necessary to perform its duties hereunder in good order; (iii) Conduct its operations at all times in conformance with the Advisers Act, the 1940 Act, and any other applicable state and/or self-regulatory organization regulations; and (iv) Maintain errors and omissions insurance coverage in an appropriate amount not less than its current level of coverage and shall provide written notice to the Trust (i) of any material adverse changes in its insurance policies or insurance coverage; or (ii) if of any claims relating to the Fund or material claims relating to the Sub-Adviser’s sub-advisory business will be made on its insurance policies. Furthermore, the Sub-adviser Adviser shall, upon reasonable request, provide the Trust with any information it may reasonably require concerning the amount of or scope of such insurance.

The Sub-Adviser’s Representations. The Sub-adviser Adviser represents, warrants and agrees that (i) it has all requisite power and authority to enter into and perform its obligations under this Agreement; (ii) it has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement; (iii) neither it nor any "affiliated person" person of it, as such term is defined in Section 2(a)(3) of the 1940 ActAct (“affiliated person”), is subject to any disqualification that would make it unable to serve as an investment adviser to a registered investment company under Section 9 of the 1940 Act; (iv) it is duly registered as an adviser under the Advisers Act; and (v) except as otherwise specified herein, it will not delegate any obligation assumed pursuant to this Agreement to any third party without first obtaining the written consent of the Fund and the Adviser. The Sub-adviser Adviser further represents, warrants, and agrees that it shall: (i) Use its best judgment and efforts in rendering the advice and services to Trust Trust, Fund, and Fund Allocated Portion as contemplated by this Agreement; (ii) Maintain all licenses and registrations necessary to perform its duties hereunder in good order; (iii) Conduct its operations at all times in conformance with the Advisers Act, the 1940 Act, and any other applicable federal, state and/or self-regulatory organization laws, rules and regulations; and (iv) Maintain errors and omissions insurance coverage in an appropriate amount (which insurance is currently maintained at the Prudential Financial, Inc. level) and shall provide written notice to the Trust (i) of any material changes adverse change in its insurance policies or such insurance coverage; or (ii) if of any claims that would be material claims will be to the Board's oversight of the Sub-Adviser made on its insurance policies. Furthermore, the Sub-adviser Adviser shall, upon reasonable request, provide the Trust with any information that it may reasonably require request concerning the amount of or scope of such insurance.

The Sub-Adviser’s Representations. The Sub-adviser Adviser represents, warrants and agrees that (i) it has all requisite power and authority to enter into and perform its obligations under this Agreement; (ii) it has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement; (iii) neither it nor any "affiliated person" person of it, as such term is defined in Section 2(a)(3) of the 1940 ActAct (“affiliated person”), is subject to any disqualification that would make it unable to serve as an investment adviser to a registered investment company under Section 9 of the 1940 Act; (iv) it is duly registered as an adviser under the Advisers Act; and (v) except as otherwise specified herein, it will not delegate any obligation assumed pursuant to this Agreement to any third party without first obtaining the written consent of the Fund and the Adviser. The Sub-adviser Adviser further represents, warrants, and agrees that it shall: (i) Use its best judgment and efforts in rendering the advice and services to Trust and Fund as contemplated by this Agreement; (ii) Maintain all licenses and registrations necessary to perform its duties hereunder in good order; (iii) Conduct its operations at all times in conformance with the Advisers Act, the 1940 Act, and any other applicable state and/or self-regulatory organization regulations; and (iv) Maintain errors and omissions insurance coverage in an appropriate amount and shall provide written notice to the Trust (i) of any material changes reduction in its insurance policies or insurance coverage; or (ii) if any material claims will be made on its insurance policies. Furthermore, the Sub-adviser Adviser shall, upon reasonable request, provide the Trust with any information it may reasonably require concerning the amount of or scope of such insurance.

The Sub-Adviser’s Representations. The Sub-adviser Adviser represents, warrants and agrees that (i) it has all requisite power and authority to enter into and perform its obligations under this Agreement; (ii) it has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement; (iii) neither it nor any "affiliated person" of it, as such term is defined in Section 2(a)(3) of the 1940 Act, is subject to any disqualification that would make it unable to serve as an investment adviser to a registered investment company under Section 9 of the 1940 Act; (iv) it is duly registered as an adviser under the Advisers Act; and (v) except as otherwise specified herein, it will not delegate any obligation assumed pursuant to this Agreement to any third party without first obtaining the written consent of the Fund and the Adviser. The Sub-adviser Adviser further represents, warrants, and agrees that it shall: (i) Use its best judgment and efforts in rendering the advice and services to Trust and Fund as contemplated by this Agreement; (ii) Maintain all licenses and registrations necessary to perform its duties hereunder in good order; (iii) Conduct its operations at all times in conformance with the Advisers Act, the 1940 Act, and any other applicable state and/or self-regulatory organization regulations; and (iv) Maintain errors and omissions insurance coverage in an appropriate amount and shall provide written notice to the Trust (i) of any material changes in its insurance policies or insurance coveragecoverage resulting in non-compliance with the insurance requirements contained herein; or (ii) if any material claims will be have been made related to the Sub-Adviser on its the insurance policies. Furthermore, the Sub-adviser Adviser shall, upon reasonable request, provide the Trust with any information it may reasonably require concerning a certificate of insurance evidencing the amount of or scope of such insuranceinsurance coverage.

The Sub-Adviser’s Representations. The Sub-adviser Adviser represents, warrants and agrees that (i) it has all requisite power and authority to enter into and perform its obligations under this Agreement; (ii) it has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement; (iii) neither it nor any "affiliated person" person of it, as such term is defined in Section 2(a)(3) of the 1940 ActAct (“affiliated person”), is subject to any disqualification that would make it unable to serve as an investment adviser to a registered investment company under Section 9 of the 1940 Act; (iv) it is duly registered as an adviser under the Advisers Act; and (v) except as otherwise specified herein, it will not delegate any obligation assumed pursuant to this Agreement to any third party without first obtaining the written consent of the each Fund and the Adviser. The Sub-adviser Adviser further represents, warrants, and agrees that it shall: (i) Use its best judgment and efforts in rendering the advice and services to Trust the Trust, the Funds, and Fund the Allocated Portions as contemplated by this Agreement; (ii) Maintain all licenses and registrations necessary to perform its duties hereunder in good order; (iii) Conduct its operations at all times in conformance with the Advisers Act, the 1940 Act, and any other applicable federal, state and/or and/ or self-regulatory organization laws, rules, and regulations; and (iv) Maintain errors and omissions insurance coverage in an appropriate amount and shall provide written notice to the Trust (i) of any material changes in its insurance policies or insurance coverage; or (ii) if any material claims will are reasonably expected to be made on its insurance policiespolicies relating to its activities as an investment adviser or any other claims that would reasonably be considered material to the Board’s oversight of the Sub-Adviser. Furthermore, the Sub-adviser Adviser shall, upon reasonable request, provide the Trust with any information it may reasonably require concerning the amount of or scope of such insurance.

The Sub-Adviser’s Representations. The Sub-adviser Adviser represents, warrants and agrees that (i) it has all requisite power and authority to enter into and perform its obligations under this Agreement; (ii) it has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement; (iii) neither it nor any "“affiliated person" ” of it, as such term is defined in Section 2(a)(3) of the 1940 Act, is subject to any disqualification that would make it unable to serve as an investment adviser to a registered investment company under Section 9 of the 1940 Act; (iv) it is duly registered as an adviser under the Advisers Act; and (v) except as otherwise specified herein, it will not delegate any obligation assumed pursuant to this Agreement to any third party without first obtaining the written consent of the Fund and the Adviser. The Sub-adviser Adviser further represents, warrants, and agrees that it shall: (i) Use its best judgment and efforts in rendering the advice and services to the Trust and the Fund as contemplated by this Agreement; (ii) Maintain all licenses and registrations necessary to perform its duties hereunder in good order; (iii) Conduct its operations at all times in conformance with the Advisers Act, the 1940 Act, and any other applicable state and/or self-regulatory organization regulations; and (iv) Maintain Maintain, or be covered under, a commercially reasonable level of errors and omissions insurance coverage in an appropriate amount and shall provide written notice to the Trust (i) of any material changes in its insurance policies or insurance coverage; or (ii) if any material materials claims will be made on its insurance policiespolicies involving the Sub-Adviser. Furthermore, the Sub-adviser Adviser shall, upon reasonable request, provide the Trust with any information it may reasonably require concerning a certificate of insurance evidencing the amount of or scope of such insurance.

The Sub-Adviser’s Representations. The Sub-adviser Adviser represents, warrants and agrees that (i) it has all requisite power and authority to enter into and perform its obligations under this Agreement; (ii) it has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement; (iii) neither it nor any "affiliated person" person of it, as such term is defined in Section 2(a)(3) of the 1940 ActAct (“affiliated person”), is subject to any disqualification that would make it unable to serve as an investment adviser to a registered investment company under Section 9 of the 1940 Act; (iv) it is duly registered as an adviser under the Advisers Act; and (v) except as otherwise specified herein, it will not delegate any obligation assumed pursuant to this Agreement to any third party without first obtaining the written consent of the Fund and the Adviser. The Sub-adviser Adviser further represents, warrants, and agrees that it shall: (i) Use its best judgment and efforts in rendering the advice and services to the Trust and the Fund as contemplated by this Agreement; (ii) Maintain all licenses and registrations necessary to perform its duties hereunder in good order; (iii) Conduct its operations at all times in conformance with the Advisers Act, the 1940 Act, and any other applicable state and/or self-regulatory organization regulations; and (iv) Maintain errors and omissions insurance coverage in an appropriate amount and shall provide written notice to the Trust (i) of any material changes decrease in those of its insurance policies or insurance coveragecoverage that could affect the Trust or the Fund; or (ii) if any material claims will be are made on its insurance policiespolicies that could affect the Trust or the Fund. Furthermore, the Sub-adviser Adviser shall, upon reasonable request, provide the Trust with any information it may reasonably require concerning the amount of or scope of such insurance.

The Sub-Adviser’s Representations. The Sub-adviser Adviser represents, warrants and agrees that (i) it has all requisite power and authority to enter into and perform its obligations under this Agreement; (ii) it has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement; (iii) neither it nor any "“affiliated person" ” of it, as such term is defined in Section 2(a)(3) of the 1940 Act, is subject to any disqualification that would make it unable to serve as an investment adviser to a registered investment company under Section 9 of the 1940 Act; (iv) it is duly registered as an adviser under the Advisers Act; and (v) except as otherwise specified herein, it will not delegate any obligation assumed pursuant to this Agreement to any third party without first obtaining the written consent of the Fund Funds and the Adviser. The Sub-adviser Adviser further represents, warrants, and agrees that it shall: (i) Use its best judgment and efforts in rendering the advice and services to Trust and Fund the Funds as contemplated by this Agreement; (ii) Maintain all licenses and registrations necessary to perform its duties hereunder in good order; (iii) Conduct its operations at all times in conformance with the Advisers Act, the 1940 Act, and any other applicable state and/or self-regulatory organization regulations; and (iv) Maintain errors and omissions insurance coverage in an appropriate amount and shall shall, upon request, provide a written notice description to the Trust (i) of any material changes in its insurance policies or insurance coverage; or (ii) if any material claims will be made on its insurance policiescoverage limits. Furthermore, the Sub-adviser Adviser shall, upon reasonable request, provide the Trust with any information it may reasonably require concerning the amount of or scope of such insurance.

The Sub-Adviser’s Representations. The Sub-adviser Adviser represents, warrants and agrees that (i) it has all requisite power and authority to enter into and perform its obligations under this Agreement; (ii) it has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement; (iii) neither it nor any "affiliated person" person of it, as such term is defined in Section 2(a)(3) of the 1940 ActAct (“affiliated person”), is subject to any disqualification that would make it unable to serve as an investment adviser to a registered investment company under Section 9 of the 1940 Act; (iv) it is duly registered as an adviser under the Advisers Act; and (v) except as otherwise specified herein, it will not delegate any obligation assumed pursuant to this Agreement to any third party without first obtaining the written consent of the Fund and the Adviser. The Sub-adviser Adviser further represents, warrants, and agrees that it shall: (i) Use its best judgment and efforts in rendering the advice and services to Trust and Fund as contemplated by this Agreement; (ii) Maintain all licenses and registrations necessary to perform its duties hereunder in good order; (iii) Conduct its operations at all times in conformance with the Advisers Act, the 1940 Act, and any other applicable state and/or self-regulatory organization regulations; and (iv) Maintain errors and omissions insurance coverage in an appropriate amount and shall provide written notice to the Trust (i) of any material changes decrease in its insurance policies or insurance coverage; or (ii) if of any material claims will be made on its insurance policiespolicies relevant to the Trust. Furthermore, the Sub-adviser Adviser shall, upon reasonable request, provide the Trust with any information it may reasonably require concerning the amount of or scope of such insurance.

The Sub-Adviser’s Representations. The Sub-adviser Adviser represents, warrants and agrees that (i) it has all requisite power and authority to enter into and perform its obligations under this Agreement; (ii) it has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement; (iii) neither it nor any "“affiliated person" ” of it, as such term is defined in Section 2(a)(3) of the 1940 Act, is subject to any disqualification that would make it unable to serve as an investment adviser to a registered investment company under Section 9 of the 1940 Act; (iv) it is duly registered as an adviser under the Advisers Act; and (v) except as otherwise specified herein, it will not delegate any obligation assumed pursuant to this Agreement to any third party without first obtaining the written consent of the Fund and the Adviser. The Sub-adviser Adviser further represents, warrants, and agrees that it shall: (i) Use its best judgment and efforts in rendering the advice and services Services to the Trust and the Fund as contemplated by this Agreement; (ii) Maintain all licenses and registrations necessary to perform its duties and Services hereunder in good order; (iii) Conduct its operations at all times in conformance with the Advisers Act, the 1940 Act, and any other applicable state and/or self-regulatory organization regulations; and (iv) Maintain errors and omissions insurance coverage in an appropriate amount not less than its current level of coverage and shall provide written notice to the Trust (i) of any material changes in its insurance policies or insurance coverage; or (ii) if any material claims will be made on its insurance policies. Furthermore, the Sub-adviser Adviser shall, upon reasonable request, provide the Trust with any information it may reasonably require concerning the amount of or scope of such insurance.

The Sub-Adviser’s Representations. The Sub-adviser Adviser represents, warrants and agrees that (i) it has all requisite power and authority to enter into and perform its obligations under this Agreement; (ii) it has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement; (iii) neither it nor any "affiliated person" of it, as such term is defined in Section 2(a)(3) of the 1940 Act, is subject to any disqualification that would make it unable to serve as an investment adviser to a registered investment company under Section 9 of the 1940 Act; (iv) it is duly registered as an adviser under the Advisers Act; and (v) except as otherwise specified herein, it will not delegate any investment advisory obligation assumed pursuant to this Agreement to any third party without first obtaining the written consent of the Fund and the Adviser. The Sub-adviser Adviser further represents, warrants, and agrees that it shall: (i) Use its best judgment and efforts in rendering the advice and services to Trust and Fund as contemplated by this Agreement; (ii) Maintain all licenses and registrations necessary to perform its duties hereunder in good order; (iii) Conduct its operations at all times in conformance with the Advisers Act, the 1940 Act, and any other applicable state and/or self-regulatory organization regulations; and (iv) Maintain errors and omissions insurance coverage in an appropriate amount and shall provide written notice to the Trust (i) of any material changes in its insurance policies or insurance coverage; or (ii) if any material claims will be made on its insurance policies. Furthermore, the Sub-adviser Adviser shall, upon reasonable request, provide the Trust with any information it may reasonably require concerning the amount of or scope of such insurance.

The Sub-Adviser’s Representations. The Sub-adviser Adviser represents, warrants and agrees that (i) it has all requisite power and authority to enter into and perform its obligations under this Agreement; (ii) it has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement; (iii) neither it nor any "“affiliated person" ” of it, as such term is defined in Section 2(a)(3) of the 1940 Act, is subject to any disqualification that would make it unable to serve as an investment adviser to a registered investment company under Section 9 of the 1940 Act; (iv) it is duly registered as an adviser under the Advisers Act; and (v) except as otherwise specified herein, it will not delegate any obligation assumed pursuant to this Agreement to any third party without first obtaining the written consent of the Fund and the Adviser. The Sub-adviser Adviser further represents, warrants, and agrees that it shall: (i) Use its best judgment and efforts in rendering the advice and services Services to the Trust and the Fund as contemplated by this Agreement; (ii) Maintain all licenses and registrations necessary to perform its duties and Services hereunder in good order; (iii) Conduct its operations at all times in conformance with the Advisers Act, the 1940 Act, and any other applicable state and/or self-regulatory organization regulations; and (iv) Maintain errors and omissions insurance coverage in an appropriate amount not less than its current level of coverage and shall provide written notice to the Trust (i) of any material changes in its insurance policies or insurance coverage; . or (ii) if any material materials claims will be made on its insurance policies. Furthermore, the Sub-adviser Adviser shall, upon reasonable request, provide the Trust with any information it may reasonably require concerning the amount of or scope of such insurance.

The Sub-Adviser’s Representations. The Sub-adviser represents, warrants and agrees that (i) it has all requisite power and authority to enter into and perform its obligations under this Agreement; (ii) it has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement; (iii) neither it nor any "affiliated person" of it, as such term is defined in Section 2(a)(3) of the 1940 Act, is subject to any disqualification that would make it unable to serve as an investment adviser to a registered investment company under Section 9 of the 1940 Act; (iv) it is duly registered as an adviser under the Advisers Act; and (v) except as otherwise specified herein, it will not delegate any obligation assumed pursuant to this Agreement to any third party without first obtaining the written consent of the Fund and the Adviser. The Sub-adviser further represents, warrants, and agrees that it shall: (i) Use its best judgment and efforts in rendering the advice and services to the Trust and Fund as contemplated by this Agreement; (ii) Maintain all licenses and registrations necessary to perform its duties hereunder in good order; (iii) Conduct its operations at all times in conformance with the Advisers Act, the 1940 Act, and any other applicable state and/or self-regulatory organization regulations; and (iv) Maintain errors and omissions insurance coverage in an appropriate amount and shall provide written notice to the Trust (i) of any material changes in its insurance policies or insurance coverage; or (ii) if any material claims will be are made on its insurance policiespolicies that the Board would reasonably need to be aware of in order to fulfill its obligation to oversee the Sub-adviser. Furthermore, the Sub-adviser shall, upon reasonable request, provide the Trust with any information it may reasonably require concerning the amount of or scope of such insurance.