Common use of Representations of the Sub-Adviser Clause in Contracts

Representations of the Sub-Adviser. The Sub-Adviser represents and agrees that: The Sub-Adviser is registered as an "investment adviser" under the Advisers Act and is currently in compliance in all material respects and shall at all times continue to comply in all material respects with the requirements imposed upon it by the Advisers Act, the 1940 Act, the Internal Revenue Code, state securities laws and all applicable rules and regulations thereunder as they relate to the services provided under this Agreement. The Sub-Adviser will immediately notify the Manager if it becomes aware of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 of the 1940 Act or any other applicable law or regulation. The Sub-Adviser will maintain, keep current and accurate, and preserve all records with respect to the Portfolio as are required of it under the Advisers Act and the 1940 Act, in the manner provided by such Acts and the rules thereunder. The Sub-Adviser agrees that such records are the property of the Company, and following termination of this Agreement will be surrendered to the Company promptly upon request except to the extent that they are required to be retained by the Sub-Adviser under applicable law. Further, such records shall be open to inspection by the Company. The Sub-Adviser will also assure that the Company will have the same access as the Sub-Adviser has to records relating to the Portfolio that are held by relevant third parties. Such inspections will be at reasonable times during business hours and only upon reasonable notice of the Company's desire to make an inspection. The Sub-Adviser agrees to advise the Manager of any developments, such as the reassignment of a portfolio manager, that would require Prospectus disclosure and to provide any necessary information related to such developments. The Sub-Adviser has provided the Manager and the Company with a copy of its most recent and complete Form ADV and will promptly furnish them with copies of any material amendments to the Form. If the Sub-Adviser's performance of its obligations under this Agreement takes place in the United Kingdom, the Sub-Adviser shall be and shall remain during the effectiveness of this Agreement, a member of the Investment Management Regulatory Organization, Ltd. ("IMRO") and thereby regulated in the conduct of Investment Business (as defined in IMRO's rules) by the IMRO. The Company and the Manager will be treated as a Non-Private Customer (as defined in IMRO's rules) of the Sub-Adviser. The Sub-Adviser shall furnish the Manager with a certificate, signed by a duly authorized officer of the Sub-Adviser that designates the officers or employees of the Sub-Adviser having authority to act for and on behalf of the Sub-Adviser in connection with this Agreement. The Sub-Adviser agrees that, until such time as the Manager is otherwise informed in writing by a duly authorized officer of the Sub-Adviser, the Manager shall be authorized and entitled to rely on any notice, instruction, request, order or other communication, given either in writing or orally, and reasonably believed by the Manager in good faith to be given by an authorized representative of the Sub-Adviser.

Representations of the Sub-Adviser. The Sub-Sub- Adviser represents and agrees that: (a) The Sub-Adviser is registered as an "investment adviser" under the Advisers Act and is currently in compliance in all material respects and shall at all times continue to comply in all material respects with the requirements imposed upon it by the Advisers Act, the 1940 Act, the Internal Revenue Code, state securities laws and all applicable rules and regulations thereunder as they relate to the services provided under this Agreement. The Sub-Adviser will immediately notify the Manager if it becomes aware of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 of the 1940 Act or any other applicable law or regulation. (b) The Sub-Adviser will maintain, keep current and accurate, and preserve all records with respect to the Portfolio as are required of it under the Advisers Act and the 1940 Act, in the manner provided by such Acts and the rules thereunder. The Sub-Adviser agrees that such records are the property of the Company, and following termination of this Agreement will be surrendered to the Company promptly upon request except to the extent that they are required to be retained by the Sub-Sub- Adviser under applicable law. Further, such records shall be open to inspection by the Company. The Sub-Adviser will also assure that the Company will have the same access as the Sub-Adviser has to records relating to the Portfolio that are held by relevant third parties. Such inspections will be at reasonable times during business hours and only upon reasonable notice of the Company's desire to make an inspection. (c) The Sub-Adviser agrees to advise the Manager of any developments, such as the reassignment of a portfolio manager, that would require Prospectus disclosure and to provide any necessary information related to such developments. (d) The Sub-Adviser has provided the Manager and the Company with a copy of its most recent and complete Form ADV and will promptly furnish them with copies of any material amendments to the Form. If the Sub-Adviser's performance of its obligations under this Agreement takes place in the United Kingdom, the Sub-Adviser shall be and shall remain during the effectiveness of this Agreement, a member of the Investment Management Regulatory Organization, Ltd. ("IMRO"e) and thereby regulated in the conduct of Investment Business (as defined in IMRO's rules) by the IMRO. The Company and the Manager will be treated as a Non-Private Customer (as defined in IMRO's rules) of the Sub-Adviser. The Sub-Adviser shall furnish the Manager with a certificate, signed by a duly authorized officer of the Sub-Sub- Adviser that designates the officers or employees of the Sub-Adviser having authority to act for and on behalf of the Sub-Adviser in connection with this Agreement. The Sub-Adviser agrees that, until such time as the Manager is otherwise informed in writing by a duly authorized officer of the Sub-Sub- Adviser, the Manager shall be authorized and entitled to rely on any notice, instruction, request, order or other communication, given either in writing or orally, and reasonably believed by the Manager in good faith to be given by an authorized representative of the Sub-Adviser. 12.

Representations of the Sub-Adviser. The Sub- adviser represents, warrants and covenants as follows: a. It is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its organization, and is qualified in each jurisdiction in which failure to be so qualified would reasonably be expected to have a material adverse effect upon it. b. It has full power and authority to enter into this Agreement and to perform its obligations under this Agreement. c. This Agreement has been duly and validly authorized, executed, and delivered by it and is enforceable against it in accordance with its terms. d. The Sub-Adviser represents and agrees that: The Sub-Adviser adviser (i) is registered as an "investment adviser" adviser under the Advisers Act and is currently in compliance in all material respects and shall at all times will continue to comply be so registered for so long as this Agreement remains in all material respects with effect; (ii) is not prohibited by the requirements imposed upon it 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has appointed a Chief Compliance Officer under Rule 206(4)-7 under the Advisers Act; (iv) has adopted written policies and procedures that are reasonably designed to prevent violations of the Advisers Act from occurring, the 1940 Actdetect violations that have occurred, the Internal Revenue Codeand correct promptly any violations that have occurred, state securities laws and all applicable rules and regulations thereunder as they relate will provide notice promptly to the services provided under Adviser of any such violations relating to the Fund; (v) has materially met and will seek to continue to materially meet for so long as this Agreement. The SubAgreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-Adviser regulatory agency; and (vi) will immediately promptly notify the Manager if it becomes aware Adviser of the occurrence of any event that would disqualify the Sub-Adviser adviser from serving as an investment adviser of an investment company pursuant to Section 9 9(a) of the 1940 Act or any other applicable law or regulationotherwise. e. The Sub-Adviser will maintain, keep current and accurate, and preserve all records adviser has adopted a written code of ethics complying with respect to the Portfolio as are required requirements of it Rule 17j-1 under the Advisers 1940 Act and will provide the 1940 Act, in the manner provided by such Acts and the rules thereunder. The Sub-Adviser agrees that such records are the property of the Company, and following termination of this Agreement will be surrendered to the Company promptly upon request except to the extent that they are required to be retained by the Sub-Adviser under applicable law. Further, such records shall be open to inspection by the Company. The Sub-Adviser will also assure that the Company will have the same access as the Sub-Adviser has to records relating to the Portfolio that are held by relevant third parties. Such inspections will be at reasonable times during business hours and only upon reasonable notice of the Company's desire to make an inspection. The Sub-Adviser agrees to advise the Manager of any developments, such as the reassignment of a portfolio manager, that would require Prospectus disclosure and to provide any necessary information related to such developments. The Sub-Adviser has provided the Manager and the Company with a copy of its most recent and complete Form ADV and will promptly furnish them with copies the code of any material amendments to ethics. Within 60 days of the Form. If the Sub-Adviser's performance end of its obligations under each calendar quarter that this Agreement takes place is in the United Kingdomeffect, the Sub-Adviser shall be and shall remain during the effectiveness of this Agreement, a member of the Investment Management Regulatory Organization, Ltd. ("IMRO") and thereby regulated in the conduct of Investment Business (as defined in IMRO's rules) by the IMRO. The Company and the Manager will be treated as a Non-Private Customer (as defined in IMRO's rules) of the Sub-Adviser. The Sub-Adviser shall furnish the Manager with a certificate, signed by a duly authorized officer of the Sub-adviser shall certify to the Adviser that designates the officers or employees Sub-adviser, including its personnel, has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Sub-Adviser having authority adviser's code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. The Sub- adviser will report quarterly, in reasonable detail, any material violations of law or the Sub-adviser's code of ethics related to the Fund, or matters impacting the Sub- adviser's ability to comply with applicable law or the Sub-adviser's ability to perform under this Agreement, and the action taken in response to such violations or matters. f. To the best of its knowledge, there are no pending, threatened, or contemplated in writing actions, suits, proceedings, or investigations before or by any court, governmental, administrative or self-regulatory body, board of trade, exchange, or arbitration panel to which it or any of its directors, officers, employees, partners, shareholders, members or principals, or any of its affiliates is a party or to which it or its affiliates or any of its or its affiliates' assets are subject, nor has it or its affiliates received any notice of an investigation, inquiry, or dispute by any court, governmental, administrative, or self-regulatory body, board of trade, exchange, or arbitration panel regarding any of its or their activities which might reasonably be expected to result in a material adverse change in its condition (financial or otherwise), business, or which might reasonably be expected to impair its ability to discharge its obligations under this Agreement. g. It has all governmental, regulatory, self- regulatory, and exchange licenses, registrations, memberships, and approvals required to act for as an investment adviser to the Fund and on behalf it will obtain and maintain any such required licenses, registrations, memberships, and approvals. h. The Sub-adviser will provide the Adviser and the Fund with a copy of its Form ADV Parts 2a and 2b and promptly furnish a copy of all amendments thereto to the Adviser and the Fund. i. The Sub-adviser will promptly notify the Adviser if any one of the following individuals cease to participate directly in the day-to-day management of the Sub-Adviser in connection with this Agreement. The adviser: Xxxxx X. Xxxxxx, Xxxxxxx X. Xxxx, Xxxxxx Xxxxxx, and Xxxx X. Xxxxxx; provided, however, that the Sub-adviser may, from time to time, provide written notice to the Adviser agrees that, until of a change to the then-existing list of key persons and such time as the Manager is otherwise informed change shall be deemed agreed if not disputed in writing by a duly authorized officer the Adviser within thirty (30) days of receipt of such notice from the Sub- adviser. j. The information provided by the Sub-adviser to the Adviser or the Fund in writing shall not, to the knowledge of the Sub-Adviseradviser, contain an untrue statement of a material fact or omit to state a material fact necessary to make the Manager information not misleading. k. If, at any time during the term of this Agreement, it discovers any fact or omission, or any event or change of circumstances has occurred, which would make any of its representations and warranties in this Agreement inaccurate or incomplete in any material respect, it will provide immediate written notification to the Adviser of such fact, omission, event, or change of circumstance, and the facts related thereto, and it is agreed that the failure to provide such notification of the failure to continue to be in compliance with the foregoing representations and warranties shall be authorized deemed a material breach of this Agreement. l. The Sub-adviser will not invest the Fund's portfolio in any Portfolio Fund that does not provide the Fund and entitled the Adviser with the position-based portfolio level transparency that is necessary to rely generate the reports under Section 9(m) on any noticean ongoing basis, instruction, request, order either directly or other communication, given either in writing or orallythrough a Transparency Aggregator, and reasonably believed further provided that such information shall be supplied by an independent third party, such as the Portfolio Fund's custodian, prime broker or administrator, and not by the Manager in good faith Portfolio Fund itself or its Portfolio Manager. For the avoidance of doubt, "position-based portfolio level transparency" refers either to be given by an authorized representative individual positions of Portfolio Funds supplied to the Sub-Adviser.adviser and the Adviser by an independent party or to aggregated information at the Portfolio Fund level (and not transparency to individual positions of Portfolio Funds) supplied to the Sub-adviser and the Adviser by a Transparency Aggregator based upon individual positions of Portfolio Funds supplied to the Transparency Aggregator by an independent party. m. The Sub-adviser will provide, or will ensure that a Transparency Aggregator or some other independent third-party provides, the Adviser with the following: (i) electronic access to the web-based interface of any separate account provider (e.g., a Portfolio Manager) and Transparency Aggregator, subject to the terms and conditions of the provider or the Transparency Aggregator, respectively; (ii) monthly risk reports for the Fund's portfolio in the form agreed to by the Adviser and the Sub-adviser from time to time, (iii) monthly reports of the Fund's aggregate portfolio level exposure, to be delivered within the number of Business Days agreed upon by the parties following month-end (it is understood that underlying positions will not be identifiable), (iv) monthly listing of the Portfolio Funds in which, and/or the Portfolio Managers with whom, the Fund is invested within 5 Business Days of month-end, (v) IRRs for each Portfolio Fund in which, and/or each Portfolio Manager with whom, the Fund is invested, (vi) monthly reporting of the percentage of the outstanding voting securities of a Portfolio Fund that are held by the Fund, and, a detailed institutional reporting package in the form to be agreed in a separate agreement, (vii) a monthly certification that the percentage of the outstanding voting securities, non-voting securities or net assets of a Portfolio Fund that are held in the aggregate by the Fund and any other account managed by the Sub-adviser each are less than 25% of that Portfolio Fund's outstanding voting securities, non-voting securities or net assets, and (viii) monthly reports on each Portfolio Fund as to the amount and composition of the Portfolio Fund's gross income in sufficient detail to allow the Fund to test for compliance with the applicable requirements of Subchapter M of the Code. n. Notwithstanding anything herein to the contrary, the Sub-adviser shall not be responsible for providing (i) the Investment Recommendations Report (a) with respect to assets listed on a termination report, or (b) with respect to the any assets of the Fund invested in the HFR Trusts that are not, or have not been, or are not deemed to be recommended by the Sub-adviser (as described in Section 6(b) above), or (ii) with respect to the HFR Trusts, information specified in Section 9(m) above that the HFR Trusts will not supply to the Sub-adviser. o. For calendar year 2011 tax reporting, the Sub- adviser will invest only in or with Portfolio Funds that can provide a final K-1 tax report to the Fund by March 10, 2012. Furthermore, the Sub-adviser will strive to obtain 1099 tax reporting for the Fund by March 31, 2012, or such later date as may be agreed among the Adviser and the Sub-adviser, for calendar years 2012 and beyond. In the event that 1099 tax reporting is not obtained by March 31, 2012 or such other agreed-upon date, the Sub- adviser will continue to invest only in or with Portfolio Funds that can provide a final K-1 tax report to the Fund by a date in March to be agreed upon by the parties for calendar year 2012 and all subsequent tax years or in Portfolio Funds that are "passive foreign investment companies" under the Code. 10. Representations of the Adviser and the Fund. The Adviser and the Fund (each for itself only) represent, agree, warrant and covenant as follows:

Representations of the Sub-Adviser. The Sub-Adviser represents and agrees that: (a) The Sub-Adviser is registered as an "investment adviser" under the Advisers Act and is currently in compliance in all material respects and shall at all times continue to comply in all material respects with the requirements imposed upon it by the Advisers Act, the 1940 Act, the Internal Revenue Code, state securities laws and all applicable rules and regulations thereunder as they relate to the services provided under this Agreement. The Sub-Adviser will immediately notify the Manager if it becomes aware of the occurrence of any event that would disqualify the Sub-Sub- Adviser from serving as an investment adviser of an investment company pursuant to Section 9 of the 1940 Act or any other applicable law or regulation. (b) The Sub-Adviser will maintain, keep current and accurate, and preserve all records with respect to the Portfolio as are required of it under the Advisers Act and the 1940 Act, in the manner provided by such Acts and the rules thereunder. The Sub-Sub- Adviser agrees that such records are the property of the Company, and following termination of this Agreement will be surrendered to the Company promptly upon request except to the extent that they are required to be retained by the Sub-Adviser under applicable law. Further, such records shall be open to inspection by the Company. The Sub-Adviser will also assure that the Company will have the same access as the Sub-Adviser has to records relating to the Portfolio that are held by relevant third parties. Such inspections will be at reasonable times during business hours and only upon reasonable notice of the Company's desire to make an inspection. (c) The Sub-Adviser agrees to advise the Manager of any developments, such as the reassignment of a portfolio manager, that would require Prospectus disclosure and to provide any necessary information related to such developments. (d) The Sub-Adviser has provided the Manager and the Company with a copy of its most recent and complete Form ADV and will promptly furnish them with copies of any material amendments to the Form. If the Sub-Adviser's performance of its obligations under this Agreement takes place in the United Kingdom, the Sub-Adviser shall be and shall remain during the effectiveness of this Agreement, a member of the Investment Management Regulatory Organization, Ltd. ("IMRO"e) and thereby regulated in the conduct of Investment Business (as defined in IMRO's rules) by the IMRO. The Company and the Manager will be treated as a Non-Private Customer (as defined in IMRO's rules) of the Sub-Adviser. The Sub-Adviser shall furnish the Manager with a certificate, signed by a duly authorized officer of the Sub-Adviser that designates the officers or employees of the Sub-Adviser having authority to act for and on behalf of the Sub-Adviser in connection with this Agreement. The Sub-Adviser agrees that, until such time as the Manager is otherwise informed in writing by a duly authorized officer of the Sub-Adviser, the Manager shall be authorized and entitled to rely on any notice, instruction, request, order or other communication, given either in writing or orally, and reasonably believed by the Manager in good faith to be given by an authorized representative of the Sub-Adviser. 12.

Representations of the Sub-Adviser. The Sub-Adviser represents and agrees that: The Sub-Adviser is registered as an "investment adviser" under the Advisers Act and is currently in compliance in all material respects and shall at all times continue to comply in all material respects with the requirements imposed upon it by the Advisers Act, the 1940 Act, the Internal Revenue Code, state securities laws and all applicable rules and regulations thereunder as they relate to the services provided under this Agreement. The Sub-Adviser will immediately notify the Manager if it becomes aware of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 of the 1940 Act or any other applicable law or regulation. The Sub-Adviser will maintain, keep current and accurate, and preserve all records with respect to the Portfolio as are required of it under the Advisers Act and the 1940 Act, in the manner provided by such Acts and the rules thereunder. The Sub-Adviser agrees that such records are the property of the Company, and following termination of this Agreement will be surrendered to the Company promptly upon request except to the extent that they are required to be retained by the Sub-Adviser under applicable law. Further, such records shall be open to inspection by the Company. The Sub-Adviser will also assure that the Company will have the same access as the Sub-Adviser has to records relating to the Portfolio that are held by relevant third parties. Such inspections will be at reasonable times during business hours and only upon reasonable notice of the Company's desire to make an inspection. The Sub-Adviser agrees to advise the Manager of any developments, such as the reassignment of a portfolio manager, that would require Prospectus disclosure and to provide any necessary information related to such developments. The Sub-Adviser has provided the Manager and the Company with a copy of its most recent and complete Form ADV and will promptly furnish them with copies of any material amendments to the Form. If the Sub-Adviser's performance of its obligations under this Agreement takes place in the United Kingdom, the Sub-Adviser shall be and shall remain during the effectiveness of this Agreement, a member of the Investment Management Regulatory Organization, Ltd. ("IMRO") and thereby regulated in the conduct of Investment Business (as defined in IMRO's rules) by the IMRO. The Company and the Manager will be treated as a Non-Private Customer (as defined in IMRO's rules) of the Sub-Adviser. The Sub-Adviser shall furnish the Manager with a certificate, signed by a duly authorized officer of the Sub-Adviser that designates the officers or employees of the Sub-Adviser having authority to act for and on behalf of the Sub-Adviser in connection with this Agreement. The Sub-Adviser agrees that, until such time as the Manager is otherwise informed in writing by a duly authorized officer of the Sub-Adviser, the Manager shall be authorized and entitled to rely on any notice, instruction, request, order or other communication, given either in writing or orally, and reasonably believed by the Manager in good faith to be given by an authorized representative of the Sub-Adviser. The Sub-Adviser agrees to notify the Manager of any changes in the membership of the general partners of the Sub-Adviser within a reasonable time after such change.

Representations of the Sub-Adviser. The Sub-Adviser represents and agrees that: The Sub-Adviser is registered as an "investment adviser" under the Advisers Act and is currently in compliance in all material respects and shall at all times continue to comply in all material respects with the requirements imposed upon it by the Advisers Act, the 1940 Act, the Internal Revenue Code, state securities laws and all applicable rules and regulations thereunder as they relate to the services provided under this Agreement. The Sub-Adviser will immediately notify the Manager if it becomes aware of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 of the 1940 Act 1940Act or any other applicable law or regulation. The Sub-Adviser will maintain, keep current and accurate, and preserve all records with respect to the Portfolio as are required of it under the Advisers Act and the 1940 Act, in the manner provided by such Acts and the rules thereunder. The Sub-Adviser agrees that such records are the property of the Company, and following termination of this Agreement will be surrendered to the Company promptly upon request except to the extent that they are required to be retained by the Sub-Adviser under applicable law. Further, such records shall be open to inspection by the Company. The Sub-Adviser will also assure that the Company will have the same access as the Sub-Adviser has to records relating to the Portfolio that are held by relevant third parties. Such inspections will be at reasonable times during business hours and only upon reasonable notice of the Company's desire to make an inspection. The Sub-Adviser agrees to advise the Manager of any developments, such as the reassignment of a portfolio manager, that would require Prospectus disclosure and to provide any necessary information related to such developments. The Sub-Adviser has provided the Manager and the Company with a copy of its most recent and complete Form ADV and will promptly furnish them with copies of any material amendments to the Form. If the Sub-Adviser's performance of its obligations under this Agreement takes place in the United Kingdom, the Sub-Adviser shall be and shall remain during the effectiveness of this Agreement, a member of the Investment Management Regulatory Organization, Ltd. ("IMRO") and thereby regulated in the conduct of Investment Business (as defined in IMRO's rules) by the IMRO. The Company and the Manager will be treated as a Non-Private Customer (as defined in IMRO's rules) of the Sub-Adviser. The Sub-Adviser shall furnish the Manager with a certificate, signed by a duly authorized officer of the Sub-Adviser that designates the officers or employees of the Sub-Adviser having authority to act for and on behalf of the Sub-Adviser in connection with this Agreement. The Sub-Adviser agrees that, until such time as the Manager is otherwise informed in writing by a duly authorized officer of the Sub-Adviser, the Manager shall be authorized and entitled to rely on any notice, instruction, request, order or other communication, given either in writing or orally, and reasonably believed by the Manager in good faith to be given by an authorized representative of the Sub-Adviser.