Common use of REPRESENTATIONS OF THE ADVISOR Clause in Contracts

REPRESENTATIONS OF THE ADVISOR. The Advisor represents, warrants and agrees that: A. The Advisor has been duly authorized by the Board of Trustees of the Fund to delegate to the Sub-Adviser 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-Adviser 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-Adviser 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-Adviser 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.

REPRESENTATIONS OF THE ADVISOR. The Advisor representsrepresents as applicable, warrants to the Sub-Advisor that: (a) the Advisory Agreement has been duly executed and agrees that: A. The delivered by, and constitutes a legal obligation of, the Advisor and the Trust; (b) the Advisor has been duly authorized appointed by the Board of Trustees of under the Fund Advisory Agreement to delegate to the Sub-Adviser the provision of provide investment services with respect to the Fund Assets as contemplated hereby. B. The in the Advisory Agreement; (c) a true and complete copy of the Advisory Agreement is attached hereto as Exhibit A; (d) the Advisor has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act all necessary power and authority to execute, deliver, and perform this Agreement, and such execution, delivery, and performance will provide the Sub-Adviser 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 not (i) is registered as an investment adviser under require any license, registration, consent or approval that has not been lawfully and validly obtained, and any such license, registration, consent or approval shall be maintained to the Advisers Act and will continue to be so registered for so long as extent required during the term of this Agreement remains in effectAgreement; or (ii) is not prohibited by violate any Applicable Law, organizational document, policy, or agreement binding on the Investment Company Act, Advisor or the Advisers Act Trust or other law, regulation or order from performing the services contemplated by this Agreementtheir property; (iiic) 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-Adviser 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-Adviser 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 nothave been duly and validly authorized by all necessary action on its part; (d) the Trust has the full power and authority to enter into all transactions contemplated under this Agreement, to perform its obligations under such transactions and to authorize the Advisor to procure the Sub-Advisor to enter into such transactions on the Trust’s and Fund’s behalf; (e) the Advisor’s decision to appoint the Sub-Advisor was made in a manner consistent with its fiduciary duties under applicable law and the governing documents, contracts, or other material agreements or instruments governing the Fund’s investment or trading activities; (f) the Advisor will deliver to the Sub-Advisor a true and complete copy of the Fund’s Disclosure Documents, such other documents or instruments governing the investments of Fund Assets, and will notsuch other information as is necessary for the Sub-Advisor to carry out its obligations under this Agreement; and (g) the Trust is a “United States person” within the meaning of Section 7701(a)(30) of the Code; (h) no restrictions exist on the transfer, conflict withsale or other disposition of any Fund Assets and no option, lien, charge, security or result encumbrance exists over any Fund Assets; (i) each Authorized Person is, and until otherwise notified to the Sub-Advisor in any violation or default underwriting shall be, any agreement authorized to which give instructions, approvals and notices on behalf of the Advisor or and the Trust; and (j) the Advisor shall promptly notify the Sub-Advisor in writing in the event that any of its Affiliates are a partythe representations or warranties contained in this Section 6 is no longer true and accurate.

REPRESENTATIONS OF THE ADVISOR. The Advisor represents, warrants and agrees that: A. The Advisor has been duly authorized by the Board of Trustees Directors of the Fund Company to delegate to engage the Sub-Adviser the provision of Advisor to provide investment services advice to the Advisor in relation to each 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-Adviser 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-Adviser 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-Adviser 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 FundFund(s), 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 affiliates are a party.

REPRESENTATIONS OF THE ADVISOR. The Advisor representsrepresents as applicable, warrants to the Sub- Advisor that: (a) the Advisory Agreement has been duly executed and agrees that: A. The delivered by, and constitutes a legal obligation of, the Advisor and the Trust; (b) the Advisor has been duly authorized appointed by the Board of Trustees of under the Fund Advisory Agreement to delegate to the Sub-Adviser the provision of provide investment services with respect to the Fund Assets as contemplated hereby. B. The in the Advisory Agreement; (c) a true and complete copy of the Advisory Agreement is attached hereto as Exhibit A; (d) the Advisor has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act all necessary power and authority to execute, deliver, and perform this Agreement, and such execution, delivery, and performance will provide the Sub-Adviser 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 not (i) is registered as an investment adviser under require any license, registration, consent or approval that has not been lawfully and validly obtained, and any such license, registration, consent or approval shall be maintained to the Advisers Act and will continue to be so registered for so long as extent required during the term of this Agreement remains in effectAgreement; or (ii) is not prohibited by violate any Applicable Law, organizational document, policy, or agreement binding on the Investment Company Act, Advisor or the Advisers Act Trust or other law, regulation or order from performing the services contemplated by this Agreementtheir property; (iiic) 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-Adviser 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-Adviser 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 nothave been duly and validly authorized by all necessary action on its part; (d) the Trust has the full power and authority to enter into all transactions contemplated under this Agreement, to perform its obligations under such transactions and to authorize the Advisor to procure the Sub-Advisor to enter into such transactions on the Trust's and Fund's behalf; (e) the Advisor's decision to appoint the Sub- Advisor was made in a manner consistent with its fiduciary duties under applicable law and the governing documents, contracts, or other material agreements or instruments governing the Fund's investment or trading activities; (f) the Advisor will deliver to the Sub-Advisor a true and complete copy of the Fund's Disclosure Documents, such other documents or instruments governing the investments of Fund Assets, and will notsuch other information as is necessary for the Sub-Advisor to carry out its obligations under this Agreement; and (g) the Trust is a "United States person" within the meaning of Section 7701(a)(30) of the Code; (h) no restrictions exist on the transfer, conflict withsale or other disposition of any Fund Assets and no option, lien, charge, security or result encumbrance exists over any Fund Assets; (i) each Authorized Person is, and until otherwise notified to the Sub- Advisor in any violation or default underwriting shall be, any agreement authorized to which give instructions, approvals and notices on behalf of the Advisor or and the Trust; (j) the information in Exhibit D hereto is complete and correct and has been provided separately for each Client; and (j) the Advisor shall promptly notify the Sub-Advisor in writing in the event that any of its Affiliates are a partythe representations or warranties contained in this Section 6 is no longer true and accurate.

REPRESENTATIONS OF THE ADVISOR. The Advisor represents, warrants and agrees that: A. The Advisor has been duly authorized by the Board of Trustees of the Fund to delegate to the Sub-Adviser 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-Adviser 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-self- regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser 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-Adviser 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.

REPRESENTATIONS OF THE ADVISOR. The Advisor represents, warrants and agrees that: A. The Advisor has been duly authorized by the Board of Trustees of the Fund to delegate to the Sub-Sub- Adviser 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-Adviser 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-self- regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; and (v) will promptly notify the Sub-Adviser 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-Adviser 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.

REPRESENTATIONS OF THE ADVISOR. The Advisor represents, warrants and agrees that: A. The (a) To the extent that the Fund and/or the Subsidiary is an "AIF" as defined in Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers ("AIFMD"), the Advisor has been duly authorized by acknowledges that the Board of Trustees Sub-Advisor is not the "AIFM" (as defined in AIFMD) of the Fund and/or the Subsidiary (as applicable); (b) Neither the Fund nor the Subsidiary shall invest in any illiquid securities for the purposes of the 1940 Act (save as may be traded by the Sub-Advisor pursuant to delegate the Investment Program) without the Advisor having first provided the Sub-Advisor with 60 days’ prior written notice; (c) The Advisor agrees to promptly notify the Sub-Advisor if it receives any formal written notice from the SEC or any other regulatory authority regarding an audit inspection, enquiry or an investigation or similar into the affairs of the Fund or into the affairs of the Advisor in such manner that the Advisor determines would likely result in a finding with a material and negative impact on the Fund or the Sub-Advisor; (d) The Advisor will deliver to the Sub-Adviser Advisor a true and complete copy of the provision Fund’s then current Prospectus and Statement of Additional Information and such other documents or instruments governing the investment of the Portfolio and such other information as is necessary for the Sub-Advisor to carry out its obligations under this Agreement, promptly upon request by the Sub-Advisor; (e) The Advisor has read and understood the Disclosure Document set out in Annex A hereof as amended from time to time (including the Risk Disclosure Statement contained therein), and will read amendments thereto when provided by the Sub-Advisor, and is aware of the risks inherent in the Investment Program (including, without limitation, the risks inherent in trading the financial instruments envisaged in the Investment Program) and the investment guidelines; (f) The Advisor is not entering into this Agreement as a consequence of any advice given to it by the Sub-Advisor; (g) The Advisor will maintain, or will cause the Fund or Subsidiary to maintain, in place agreements with the clearing brokers of the Fund or the Subsidiary accordingly (and enter into or provide such ancillary documents) that are sufficient (including as to trading and credit limits) so as to enable the Sub-Advisor to: (i) apply the Investment Program in relation to the Portfolio and (2) provide any other services to the Fund as Trust contemplated hereby. B. under this Agreement. 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-Adviser 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-Adviser of Advisor if any such agreement or document is terminated or is amended so as to prevent the occurrence of Sub-Advisor in any event that would disqualify way from providing the Advisor from serving as investment manager of an investment company pursuant to Section 9(aservices set out in this Agreement; (h) of the Investment Company Act or otherwise. The Advisor will also promptly act at all times in compliance with the terms of all broker agreements to which it is a party or which the Sub-Advisor enters into on the Fund’s and/or Subsidiary’s behalf and which are disclosed to the Trust or Subsidiary; (i) The Advisor has in place all regulatory approvals, license and/or exemptions as may be necessary in order for it enter into and perform its obligations under this Agreement; (j) Neither the Fund nor the Subsidiary is a “benefit plan investor” (as defined below) and the Advisor agrees to notify the Sub-Adviser Advisor immediately if it is served becomes aware that the Fund or otherwise receives notice Subsidiary becomes a benefit plan investor. As used herein, “benefit plan investor” means (i) any “employee benefit plan” as defined in, and subject to the fiduciary responsibility provisions of, the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (ii) any “plan” as defined in and subject to Section 4975 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), and (iii) any entity deemed for any purpose of ERISA or Section 4975 of the Code to hold “plan assets” of any actionsuch employee benefit plan or plan due to investments made in such entity by already described benefit plan investors (as determined under Section 3(42) of ERISA); (k) The Fund and the Subsidiary are ‘eligible contract participants’ (as such term is defined in Section 1(a)(18) of the U.S. Commodity Exchange Act 1936), suitas amended; (l) The Fund and the Subsidiary are “qualified eligible persons” as that term is defined in U.S. Commodity Futures Trading Commission (“CFTC”) Regulation 4.7, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of Advisor may rely on the exemption available under CFTC Regulation 4.12 with respect to the Fund, providedand the Advisor may rely on the exemption available under CFTC Regulation 4.7 with respect to the Subsidiary; and The Advisor agrees immediately to notify the Sub-Advisor and, 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 underwhere relevant, any agreement to which Advisor or competent authority if any of its Affiliates are a partythe statements above becomes incorrect.

REPRESENTATIONS OF THE ADVISOR. The Advisor represents, warrants and agrees thatrepresents to the Trust as follows: A. (a) It is duly organized and validly existing under the laws of the State of New York with the power to own and possess its assets and carry on its business as this business is now being conducted. (b) The execution, delivery and performance by the Advisor has of this Agreement are within the Advisor’s powers and have been duly authorized by all necessary action on the Board part of Trustees its board of directors, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Fund Advisor for the execution, delivery and performance of this Agreement by the parties to delegate this Agreement, and the execution, delivery and performance of this Agreement by the parties to the Sub-Adviser the provision of investment services to the Fund as contemplated hereby. B. The Advisor has adopted this Agreement does not contravene or constitute a written code of ethics complying with the requirements of Rule 17j-1 default under the Investment Company Act and will provide the Sub-Adviser 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; any provision of applicable law, rule or regulation, (ii) the Advisor’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instruments binding upon the Advisor. (c) It is not prohibited by the Investment Company Act, 1940 Act or the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; . (d) It (i) is registered with the SEC as an investment adviser under the Advisers Act, (ii) is registered or licensed as an investment adviser under the laws of those jurisdictions in which its activities require it to be so registered or licensed, and (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-Adviser Trust of the occurrence of any event that would disqualify the Advisor it from serving as an investment manager of adviser to an investment company pursuant to Section 9(a) of the Investment Company Act 1940 Act. (e) It will carry out its responsibilities under this Agreement in material compliance with (i) federal and state law, including securities law, governing its activities; (ii) each Fund’s investment objective(s), policies, and restrictions, as set out in the Prospectus and SAI, as amended from time to time; (iii) the applicable Exemptive Orders or otherwiseno-action letters issued by the SEC or its staff governing the Funds, as such orders or letters may be amended from time to time; (iv) the provisions of the governing documents of the Trust, as such documents are amended from time to time; (v) the provisions of the Internal Revenue Code of 1986, as amended, applicable to the Funds as regulated investment companies; and (vi) any policies or directives as the Board may from time to time establish or issue and communicate to the Advisor in writing. The Trust, on behalf of the Funds, will promptly notify the Advisor in writing of changes to (ii), (iii), (iv) or (vi) above. (f) All information and advice furnished by the Advisor to a Fund under this Agreement shall be confidential and shall not be disclosed to unaffiliated third parties, except as required by law, order, judgment, decree, or pursuant to any rule, regulation or request of or by any government, court, administrative or regulatory agency or commission, other governmental or regulatory authority or any self-regulatory organization. All information furnished by a Fund to the Advisor under this Agreement shall be confidential and shall not be disclosed to any unaffiliated third party, except as permitted or required by the foregoing, where it is necessary to effect transactions or provide other services to the Fund, or where the Fund requests or authorizes the Advisor to do so. The Advisor will also promptly notify may share information with its affiliates in accordance with its privacy and other relevant policies in effect from time to time. (g) It is not the Subsubject of any proceeding, investigation or inquiry brought by the SEC, the Financial Industry Regulatory Authority, Inc. (or any other self-Adviser if regulatory organization) or any other federal or state regulator with respect to the types of services for which it is served being appointed herein or otherwise receives notice of which could have a material impact on its ability to fully perform 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 services to be reported by this provisionrendered hereunder. 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.

REPRESENTATIONS OF THE ADVISOR. The Advisor represents, warrants and agrees that: A. The Advisor has been duly authorized by the Board of Trustees of the Fund to delegate to the Sub-Adviser 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-Adviser 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-Adviser 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-Adviser 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.