Common use of Representations and Warranties of the Advisor Clause in Contracts

Representations and Warranties of the Advisor. The Advisor represents and warrants to the Sub-Administrator that: a. It is a corporation, duly organized, existing and in good standing under the laws of its state of formation; b. It has the requisite power and authority under applicable laws and by its organizational documents to enter into and perform this Agreement; c. All requisite proceedings have been taken to authorize it to enter into and perform this Agreement; d. No legal or administrative proceedings have been instituted or threatened which would impair the Advisor’s ability to perform its duties and obligations under this Agreement; e. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of the Advisor or any law or regulation applicable to it; and f. Where information provided by the Advisor, the Corporation or the Corporation’s investors includes nonpublic personal information about an identifiable individual (“Personal Information”), the Advisor represents and warrants that it has obtained all consents and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure of Personal Information, necessary to disclose such Personal Information to the Sub-Administrator, and as required for the Sub-Administrator to use and disclose such Personal Information in connection with the performance of the services hereunder. The Advisor acknowledges that the Sub-Administrator may perform any of the services, and may use and disclose Personal Information outside of the jurisdiction in which it was initially collected by the Advisor or the Corporation, including the United States and that information relating to the Corporation, including Personal Information may be accessed by national security authorities, law enforcement and courts. The Sub-Administrator shall be kept indemnified by and be without liability to the Advisor or the Corporation for any action taken or omitted by it in reliance upon this representation and warranty, including without limitation, any liability or costs in connection with claims or complaints for failure to comply with any applicable law that regulates the collection, processing, use or disclosure of Personal Information.

Representations and Warranties of the Advisor. The Advisor hereby represents and warrants to the Fund and the Sub-Administrator Advisor that: a. (a) The Advisor has been duly authorized by the Board of Trustees of the Fund to delegate to the Sub-Advisor the provision of investment services to the Fund as contemplated hereby. (b) The Advisor has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Advisor with a copy of such code of ethics. (c) The Advisor is currently in material compliance and shall at all times continue to materially comply with the requirements imposed upon the Advisor by applicable law and regulations. (d) The Advisor (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) to the best of its knowledge, has met and will seek to continue to meet for so long as this Agreement is in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; and (v) will promptly notify the Sub-Advisor of the occurrence of any event that would disqualify the Advisor from serving as investment manager of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. The Advisor will also promptly notify the Sub-Advisor if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Fund, provided, however, that routine regulatory examinations shall not be required to be reported by this provision. (e) The execution, delivery and performance of this Agreement do not, and will not, conflict with, or result in any violation or default under, any agreement to which Advisor or any of its Affiliates are a party. It is a corporation, duly organized, existing and in good standing and validly existing under the laws of its state jurisdiction of formation; b. It has the requisite organization, with full power and authority under applicable laws and by its organizational documents to enter into and perform this Agreement; c. All requisite proceedings have been taken to authorize it to enter into and perform this Agreement; d. No legal or administrative proceedings have been instituted or threatened which would impair the Advisor’s ability to perform its duties and obligations under this Agreement;. e. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of the Advisor or any law or regulation applicable to it; and f. Where information provided by the Advisor, the Corporation or the Corporation’s investors includes nonpublic personal information about an identifiable individual (“Personal Information”), the Advisor represents and warrants that it has obtained all consents and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure of Personal Information, necessary to disclose such Personal Information to f) It shall promptly notify the Sub-Administrator, and as required for the Sub-Administrator to use and disclose such Personal Information in connection with the performance Advisor of the services hereunder. The Advisor acknowledges that the Sub-Administrator may perform a change of circumstances which would make any of the servicesits representations and warranties in this Section 8 inaccurate, and may use and disclose Personal Information outside of the jurisdiction in which it was initially collected by the Advisor misleading, untrue or the Corporation, including the United States and that information relating to the Corporation, including Personal Information may be accessed by national security authorities, law enforcement and courts. The Sub-Administrator shall be kept indemnified by and be without liability to the Advisor or the Corporation for any action taken or omitted by it in reliance upon this representation and warranty, including without limitation, any liability or costs in connection with claims or complaints for failure to comply with any applicable law that regulates the collection, processing, use or disclosure of Personal Informationincomplete.