Common use of Representations and Covenants of the Parties Clause in Contracts

Representations and Covenants of the Parties. The Subadvisor hereby acknowledges that it is registered as an investment adviser under the Investment Advisers Act of 1940 (the "Adviser's Act") and neither it nor any "affiliated person" of it, as defined in the 1940 Act, is subject to any disqualification that would make the Subadvisor unable to serve as an investment adviser to a registered investment company under Section 9 of the 1940 Act. The Subadvisor covenants that it will carry out appropriate compliance procedures necessary to the operation of the Fund as the Subadvisor and the Manager may agree. The Subadvisor also covenants that it will manage the Fund in conformity with all applicable rules and regulations of the Securities and Exchange Commission in all material respects and so that the Fund will qualify as a regulated investment company under Subchapter M of the Internal Revenue Code.