Common use of Subadviser Clause in Contracts

Subadviser. The Subadviser represents and warrants to the Adviser that: (i) the retention of the Subadviser by the Adviser as contemplated by this Agreement is authorized by the Subadviser’s governing documents; (ii) the execution, delivery and performance of this Agreement does not violate any obligation by which the Subadviser or its property is bound, whether arising by contract, operation of law or otherwise; (iii) this Agreement has been duly authorized by appropriate action of the Subadviser and when executed and delivered by the Subadviser will be a legal, valid and binding obligation of the Subadviser, enforceable against the Subadviser in accordance with its terms, subject, as to enforcement, to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or law); (iv) the Subadviser is registered as an investment adviser under the Advisers Act; (v) the Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and that the Subadviser and certain of its employees, officers and directors are subject to reporting requirements thereunder and, accordingly, agrees that it shall, on a timely basis, furnish a copy of such code of ethics to the Adviser, and shall cause its employees, officers and directors to furnish to the Adviser all reports and information required to be provided under such code of ethics with respect to such persons; (vi) the Subadviser has adopted written compliance policies and procedures reasonably designed to prevent violations of the Advisers Act and the rules promulgated thereunder and the Subadviser agrees to provide: (a) from time to time a copy and/or summary of such compliance policies and procedures and an accompanying certification certifying that the Subadviser’s compliance policies and procedures complies with the Advisers Act (b) a report of the annual review determining the adequacy and effectiveness of the Subadviser’s compliance policies and procedures; (c) the name of the Subadviser’s Chief Compliance Officer to act as a liaison for compliance issues that may arise between the Fund and the Subadviser; (vii) the Subadviser is not prohibited by the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (viii) the Subadviser will promptly notify the Adviser of the occurrence of any event that would disqualify the Subadviser from serving as investment subadviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; (ix) the Subadviser has provided the Adviser with a copy of its Form ADV as most recently filed with the SEC and will furnish a copy of all amendments to the Adviser at least annually; and (x) the Subadviser will notify the Adviser of any “assignment” (as defined in the 0000 Xxx) of this Agreement or change of control of the Subadviser, as applicable, and any changes in the key personnel who are the portfolio managers of the Fund, in each case prior to or promptly after, such change.

Subadviser. The Subadviser represents and warrants to the Adviser that: AMCO that (i) the retention of the Subadviser by the Adviser AMCO as contemplated by this Agreement is authorized by the Subadviser’s governing documents; (ii) the execution, delivery and performance of this Agreement does not violate any obligation by which the Subadviser or its property is bound, whether arising by contract, operation of law or otherwise; (iii) this Agreement has been duly authorized by appropriate action of the Subadviser and when executed and delivered by the Subadviser will be a legal, valid and binding obligation of the Subadviser, enforceable against the Subadviser in accordance with its terms, subject, as to enforcement, to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or law); (iv) the Subadviser is registered as an investment adviser under the Advisers Act; (v) the Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and that the Subadviser and certain of its employees, officers officers, partners and directors are subject to reporting requirements thereunder and, accordingly, agrees that it shall, on a timely basis, furnish a copy of such code of ethics to the AdviserAMCO, and shall cause its employeesand, officers and directors to furnish to the Adviser all reports and information required to be provided under such code of ethics with respect to such persons, Subadviser shall furnish to AMCO all reports and information provided under Rule 17j-1(c)(2); (vi) the Subadviser has adopted written compliance policies and procedures reasonably designed to prevent violations of the Advisers Act and the rules promulgated thereunder and the Subadviser agrees to provide: (a) from time to time a copy and/or summary of such compliance policies and procedures and an accompanying certification certifying that the Subadviser’s compliance policies and procedures complies with the Advisers Act (b) a report of the annual review determining the adequacy and effectiveness of the Subadviser’s compliance policies and procedures; (c) the name of the Subadviser’s Chief Compliance Officer to act as a liaison for compliance issues that may arise between the Fund and the Subadviser; (vii) the Subadviser is not prohibited by the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (viiivii) the Subadviser will promptly notify the Adviser AMCO of the occurrence of any event that would disqualify the Subadviser from serving as investment subadviser manager of an investment company pursuant to Section 9(a) of the 1940 Act or otherwiseother-wise; (ixviii) the Subadviser has provided the Adviser AMCO with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC SEC, and promptly will furnish a copy of all amendments to the Adviser AMCO at least annually; and (xix) the Subadviser will notify the Adviser AMCO of any “assignment” (as defined in the 0000 Xxx) of this Agreement or change of control of the Subadviser, as applicable, and any changes in the key personnel who are either the portfolio managers manager(s) of the Fundany Fund Account or senior management of Subadviser, in each case prior to or promptly after, such change; and (x) Subadviser has adequate disaster recovery and interruption prevention measures to ensure business resumption in accordance with applicable law and within industry standards. Subadviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Fund, whether on a relative or absolute basis.

Subadviser. The Subadviser represents and warrants to the Adviser that: (i) the retention of the Subadviser by the Adviser as contemplated by this Agreement is authorized by the Subadviser’s governing documents; (ii) the execution, delivery and performance of this Agreement does not violate any obligation by which the Subadviser or its property is bound, whether arising by contract, operation of law or otherwise; (iii) this Agreement has been duly authorized by appropriate action of the Subadviser and when executed and delivered by the Subadviser will be a legal, valid and binding obligation of the Subadviser, enforceable against the Subadviser in accordance with its terms, subject, as to enforcement, to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or law); (iv) the Subadviser is registered as an investment adviser under the Advisers ActAct and shall maintain such registration in effect at all times during the term of this Agreement; (v) the Subadviser qualifies for exclusion from registration as a commodity pool operator or commodity trading adviser under the Commodity Exchange Act and the Commodity Futures Trading Commission rules; (vi) the Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and that the Subadviser and certain of its employees, officers and directors are subject to reporting requirements thereunder and, accordingly, agrees that it shall, on a timely basis, furnish a copy of such code of ethics to the Adviser, and shall cause its employees, officers and directors to furnish to the Adviser all quarterly reports and information required to be provided under regarding any material violations of such code of ethics or a certification that the Subadviser has complied with respect to such personsthe requirements of Rule 17j-1 and that there have been no violations of the code of ethics; (vivii) the Subadviser has adopted written compliance policies and procedures reasonably designed to prevent violations of the Advisers Act and the rules promulgated thereunder and the Subadviser agrees to provide: (a) from time to time a copy and/or summary of such compliance policies and procedures and an accompanying certification certifying that the Subadviser’s compliance policies and procedures complies with the Advisers Act Act; (b) a report of the annual review determining the adequacy and effectiveness of the Subadviser’s compliance policies and procedures; (c) the name of the Subadviser’s Chief Compliance Officer to act as a liaison for compliance issues that may arise between with respect to the Fund Fund; and the Subadviser(d) a prompt report of any material violations of its compliance policies and procedures; (viiviii) the Subadviser is not prohibited by the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (viiiix) the Subadviser will promptly notify the Adviser of the occurrence of any event or condition that would (a) disqualify the Subadviser from serving as investment subadviser of an investment company pursuant to Section 9(a) 9 of the 1940 Act or otherwiseotherwise or (b) impair the Subadviser’s ability to fulfill its commitment under this Agreement; (ixx) the Subadviser has provided the Adviser with a copy of its Form ADV as most recently filed with the SEC and will furnish a copy of all material amendments to the Adviser promptly and all other amendments at least annually; and (xxi) the Subadviser will notify the Adviser of any “assignment” (as defined in the 0000 Xxx1940 Act) of this Agreement or change of control of the Subadviser, as applicable, and any changes in the key personnel who are the portfolio managers of the Fund, in each case prior to or such change whenever practicable and in each other case promptly after, after such change; and (xii) the Subadviser shall maintain comprehensive disaster recovery, business continuity and cybersecurity programs that are in accordance with applicable law and within industry standards in the Subadviser’s discretion, and will comply with the Adviser’s reasonable requests related to the disaster recovery, business continuity and cybersecurity programs.

Subadviser. The Subadviser represents and warrants to the Adviser that: that (i) the retention of the Subadviser by the Adviser as contemplated by this Agreement is authorized by the Subadviser’s governing documents; (ii) the execution, delivery and performance of this Agreement does not violate any obligation by which the Subadviser or its property is bound, whether arising by contract, operation of law or otherwise; and (iii) this Agreement has been duly authorized by appropriate action of the Subadviser and when executed and delivered by the Subadviser will be a the legal, valid and binding obligation of the Subadviser, enforceable against the Subadviser in accordance with its termsterms hereof, subject, as to enforcement, to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or law); . The Subadviser confirms it is licensed and regulated for the conduct of “fund services business” by the Jersey Financial Services Commission (iv) the Subadviser is registered as an investment adviser “JFSC”), and/or any successor authority carrying out all or part of the relevant functions thereof applicable to the business to which this Agreement relates under the Advisers Act; Financial Services (vJersey) Law, 1998, as amended (the “FSJL”). The Subadviser has adopted designated the Subsidiary as a written code “collective investment fund” for the purposes of ethics complying the Collective Investment Funds (Jersey) Law 1988. The Subadviser hereby covenants with the requirements of Rule 17j-1 Adviser that for so long as this Agreement remains in force it shall carry out its duties and obligations and exercise its powers and discretions under this Agreement in accordance with the 1940 Act and that the Subadviser and certain of its employees, officers and directors are subject to reporting requirements thereunder and, accordingly, agrees that it shall, on a timely basis, furnish a copy of such code of ethics to the Adviser, and shall cause its employees, officers and directors to furnish to the Adviser all reports and information required to be provided under such code of ethics with respect to such persons; (vi) the Subadviser has adopted written compliance policies and procedures reasonably designed to prevent violations of the Advisers Act FSJL and the rules Codes of Practice for fund services business promulgated thereunder by the JFSC and the Subadviser agrees to provide: (a) as amended and updated from time to time time. The Subadviser confirms it is registered with the CFTC as a copy and/or summary commodity trading advisor, is a member of the NFA in such compliance policies capacity and procedures is approved by the NFA as a swap firm. Such registration, membership and an accompanying certification certifying approval do not imply that the CFTC or the NFA have endorsed the Subadviser’s compliance policies and procedures complies with the Advisers Act (b) a report of the annual review determining the adequacy and effectiveness of the Subadviser’s compliance policies and procedures; (c) the name of the Subadviser’s Chief Compliance Officer qualifications to act as a liaison for compliance issues that may arise between the Fund and the Subadviser; (vii) the Subadviser is not prohibited by the 1940 Act, the Advisers Act or other law, regulation or order from performing provide the services contemplated by set forth in this Agreement; (viii) the Subadviser will promptly notify the Adviser of the occurrence of any event that would disqualify the Subadviser from serving as investment subadviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; (ix) the Subadviser has provided the Adviser with a copy of its Form ADV as most recently filed with the SEC and will furnish a copy of all amendments to the Adviser at least annually; and (x) the Subadviser will notify the Adviser of any “assignment” (as defined in the 0000 Xxx) of this Agreement or change of control of the Subadviser, as applicable, and any changes in the key personnel who are the portfolio managers of the Fund, in each case prior to or promptly after, such change.

Subadviser. The Subadviser represents and warrants to the Adviser that: AMCO that (i) the retention of the Subadviser by the Adviser AMCO as contemplated by this Agreement is authorized by the Subadviser’s governing documents; (ii) the execution, delivery and performance of this Agreement does not violate any obligation by which the Subadviser or its property is bound, whether arising by contract, operation of law or otherwise; (iii) this Agreement has been duly authorized by appropriate action of the Subadviser and when executed and delivered by the Subadviser will be a legal, valid and binding obligation of the Subadviser, enforceable against the Subadviser in accordance with its terms, subject, as to enforcement, to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or law); (iv) the Subadviser is registered as an investment adviser under the Advisers Act; (v) the Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and that the Subadviser and certain of its employees, officers officers, partners and directors are subject to reporting requirements thereunder and, accordingly, agrees that it shall, on a timely basis, furnish a copy of such code of ethics to the AdviserAMCO, and shall cause its employeesand, officers and directors to furnish to the Adviser all reports and information required to be provided under such code of ethics with respect to such persons, Subadviser shall furnish to AMCO all reports and information provided under Rule 17j-1(c)(2); (vi) the Subadviser has adopted written compliance policies and procedures reasonably designed to prevent violations of the Advisers Act and the rules promulgated thereunder and the Subadviser agrees to provide: (a) from time to time a copy and/or summary of such compliance policies and procedures and an accompanying certification certifying that the Subadviser’s compliance policies and procedures complies with the Advisers Act (b) a report of the annual review determining the adequacy and effectiveness of the Subadviser’s compliance policies and procedures; (c) the name of the Subadviser’s Chief Compliance Officer to act as a liaison for compliance issues that may arise between the Fund and the Subadviser; (vii) the Subadviser is not prohibited by the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (viiivii) the Subadviser will promptly notify the Adviser AMCO of the occurrence of any event that would disqualify the Subadviser from serving as investment subadviser manager of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; (ixviii) the Subadviser has provided the Adviser AMCO with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC SEC, and promptly will furnish a copy of all amendments to the Adviser AMCO at least annually; and (xix) the Subadviser will notify the Adviser AMCO of any “assignment” (as defined in the 0000 Xxx) of this Agreement or change of control of the Subadviser, as applicable, and any changes in the key personnel who are either the portfolio managers manager(s) of the Fundany Fund Account or senior management of Subadviser, in each case prior to or promptly after, such change; and (x) Subadviser has adequate disaster recovery and interruption prevention measures to ensure business resumption in accordance with applicable law and within industry standards. Subadviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Fund, whether on a relative or absolute basis.

Subadviser. The Subadviser represents and warrants to the Adviser that: that (i) the retention of the Subadviser by the Adviser as contemplated by this Agreement is authorized by the Subadviser’s 's governing documents; (ii) the execution, delivery and performance of this Agreement does not violate any obligation by which the Subadviser or its property is bound, whether arising by contract, operation of law or otherwise; (iii) this Agreement has been duly authorized by appropriate action of the Subadviser and when executed and delivered by the Subadviser will be a legal, valid and binding obligation of the Subadviser, enforceable against the Subadviser in accordance with its terms, subject, as to enforcement, to applicable bankruptcy, insolvency and similar laws affecting creditors’ ' rights generally and to general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or law); (iv) the Subadviser is registered as an investment adviser under the Advisers Act; (v) the Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and that the Subadviser and certain of its employees, officers officers, partners and directors are subject to reporting requirements thereunder and, accordingly, agrees that it shall, on a timely basis, furnish a copy of such code of ethics to the Adviser, and and, with respect to such persons, Subadviser shall cause its employees, officers and directors to furnish to the Adviser all reports and information required to be provided under such code of ethics with respect to such personsRule 17j-1(c)(2); (vi) the Subadviser has adopted written compliance policies and procedures reasonably designed to prevent violations of the Advisers Act and the rules promulgated thereunder and the Subadviser agrees to provide: (a) from time to time a copy and/or summary of such compliance policies and procedures and an accompanying certification certifying that the Subadviser’s compliance policies and procedures complies with the Advisers Act (b) a report of the annual review determining the adequacy and effectiveness of the Subadviser’s compliance policies and procedures; (c) the name of the Subadviser’s Chief Compliance Officer to act as a liaison for compliance issues that may arise between the Fund and the Subadviser; (vii) the Subadviser is not prohibited by the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (viiivii) the Subadviser will promptly notify the Adviser of the occurrence of any event that would disqualify the Subadviser from serving as investment subadviser manager of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; (ixviii) the Subadviser has provided the Adviser with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC SEC, and promptly will furnish a copy of all amendments to the Adviser at least annually; and (xix) the Subadviser will notify the Adviser of any “"assignment” " (as defined in the 0000 Xxx) of this Agreement or change of control of the Subadviser, as applicable, and any changes in the key personnel who are either the portfolio managers manager(s) of the Fundany Fund Account or senior management of Subadviser, in each case prior to or promptly after, such change; (x) Subadviser takes appropriate measures to comply with section 501(b) of the Xxxxx-Xxxxx-Xxxxxx Act and other laws and regulations applicable to the security and confidentiality of nonpublic personal information; (xi) Subadviser takes appropriate measures to meet the Federal Financial Institutions Examination Council's information security guidelines applicable to customer information; and (xii) Subadviser has adequate disaster recovery and interruption prevention measures to ensure business resumption in accordance with applicable law and within industry standards.

Subadviser. The Subadviser represents and warrants to the Adviser that: (i) the retention of the Subadviser by the Adviser as contemplated by this Agreement is authorized by the Subadviser’s 's governing documents; (ii) the execution, delivery and performance of this Agreement does not violate any obligation by which the Subadviser or its property is bound, whether arising by contract, operation of law or otherwise; (iii) this Agreement has been duly authorized by appropriate action of the Subadviser and when executed and delivered by the Subadviser will be a legal, valid and binding obligation of the Subadviser, enforceable against the Subadviser in accordance with its terms, subject, as to enforcement, to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or law); (iv) the Subadviser is registered as an investment adviser under the Advisers Act; (v) the Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and that the Subadviser and certain of its employees, officers and directors are subject to reporting requirements thereunder and, accordingly, agrees that it shall, on a timely basis, furnish a copy of such code of ethics to the Adviser, and shall cause its employees, officers and directors to furnish to the Adviser all reports and information required to be provided under such code of ethics with respect to such persons; (vi) the Subadviser has adopted written compliance policies and procedures reasonably designed to prevent violations of the Advisers Act and the rules promulgated thereunder and the Subadviser agrees to provide: (a) from time to time a copy and/or summary of such compliance policies and procedures and an accompanying certification certifying that the Subadviser’s compliance policies and procedures complies with the Advisers Act (b) a report of the annual review determining the adequacy and effectiveness of the Subadviser’s compliance policies and procedures; (c) the name of the Subadviser’s Chief Compliance Officer to act as a liaison for compliance issues that may arise between the Fund and the Subadviser; (vii) the Subadviser is not prohibited by the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (viii) the Subadviser will promptly notify the Adviser of the occurrence of any event that would disqualify the Subadviser from serving as investment subadviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; (ix) the Subadviser has provided the Adviser with a copy of its Form ADV as most recently filed with the SEC and will furnish a copy of all amendments to the Adviser at least annually; and (x) the Subadviser will notify the Adviser of any “assignment” (as defined in the 0000 Xxx) of this Agreement or change of control of the Subadviser, as applicable, and any changes in the key personnel who are the portfolio Fund managers of the Fund, in each case prior to or promptly after, such change.

Subadviser. The Subadviser represents and warrants to the Adviser that: (i) the retention of the Subadviser by the Adviser as contemplated by this Agreement is authorized by the Subadviser’s 's governing documents; (ii) the execution, delivery and performance of this Agreement does not violate any obligation by which the Subadviser or its property is bound, whether arising by contract, operation of law or otherwise; (iii) this Agreement has been duly authorized by appropriate action of the Subadviser and when executed and delivered by the Subadviser will be a legal, valid and binding obligation of the Subadviser, enforceable against the Subadviser in accordance with its terms, subject, as to enforcement, to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or law); (iv) the Subadviser is registered as an investment adviser under the Advisers Act; (v) the Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and that the Subadviser and certain of its employees, officers and directors members are subject to reporting requirements thereunder and, accordingly, agrees that it shall, on a timely basis, furnish a copy of such code of ethics to the Adviser, and shall cause its employees, officers and directors to furnish to the Adviser all reports and information required to be provided under such code of ethics with respect to such persons; (vi) the Subadviser has adopted written compliance policies and procedures reasonably designed to prevent violations of the Advisers Act and the rules promulgated thereunder and the Subadviser agrees to provide: (a) from time to time a copy and/or summary of such compliance policies and procedures and an accompanying certification certifying that the Subadviser’s compliance policies and procedures complies comply with the Advisers Act (b) a report of the annual review determining the adequacy and effectiveness of the Subadviser’s compliance policies and procedures; (c) the name of the Subadviser’s Chief Compliance Officer to act as a liaison for compliance issues that may arise between the Fund and the Subadviser; (vii) the Subadviser is not prohibited by the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (viii) the Subadviser will promptly notify the Adviser of the occurrence of any event that would disqualify the Subadviser from serving as investment subadviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; (ix) the Subadviser has provided the Adviser with a copy of its Form ADV as most recently filed with the SEC and will furnish a copy of all amendments to the Adviser at least annually; and (x) the Subadviser will notify the Adviser of any “assignment” (as defined in the 0000 Xxx) of this Agreement or change of control of the Subadviser, as applicable, and any changes in the key personnel who are the portfolio managers of the Fund, in each case prior to or promptly after, such change.

Subadviser. The Subadviser represents and warrants to the Adviser that: (i) the retention of the Subadviser by the Adviser as contemplated by this Agreement is authorized by the Subadviser’s 's governing documents; (ii) the execution, delivery and performance of this Agreement does not violate any obligation by which the Subadviser or its property is bound, whether arising by contract, operation of law or otherwise; (iii) this Agreement has been duly authorized by appropriate action of the Subadviser and when executed and delivered by the Subadviser will be a legal, valid and binding obligation of the Subadviser, enforceable against the Subadviser in accordance with its terms, subject, as to enforcement, to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or law); (iv) the Subadviser is registered as an investment adviser under the Advisers Act; (v) the Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and that the Subadviser and certain of its employees, officers and directors are subject to reporting requirements thereunder and, accordingly, agrees that it shall, on a timely basis, furnish a copy of such code of ethics to the Adviser, and shall cause its employees, officers and directors to furnish to the Adviser all reports and information required to be provided under such code of ethics with respect to such persons; (vi) the Subadviser has adopted written compliance policies and procedures reasonably designed to prevent violations of the Advisers Act and the rules promulgated thereunder and the Subadviser agrees to provide: (a) from time to time a copy and/or summary of such compliance policies and procedures and an accompanying certification certifying that the Subadviser’s compliance policies and procedures complies with the Advisers Act (b) a report of the annual review determining the adequacy and effectiveness of the Subadviser’s compliance policies and procedures; (c) the name of the Subadviser’s Chief Compliance Officer to act as a liaison for compliance issues that may arise between the Fund and the Subadviser; (vii) the Subadviser is not prohibited by the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (viii) the Subadviser will promptly notify the Adviser of the occurrence of any event that would disqualify the Subadviser from serving as investment subadviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; (ix) the Subadviser has provided the Adviser with a copy of its Form ADV as most recently filed with the SEC and will furnish a copy of all amendments to the Adviser at least annually; and (x) the Subadviser will notify the Adviser of any “"assignment” " (as defined in the 0000 Xxx) of this Agreement or change of control of the Subadviser, as applicable, and any changes in the key personnel who are the portfolio Fund managers of the Fund, in each case prior to or promptly after, such change.

Subadviser. The In the selection of such brokers and the placing of such orders, the Subadviser represents shall seek to obtain for the Fund the most favorable price and warrants execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services, as provided below. In using its reasonable efforts to obtain for the Fund the most favorable price and execution available, the Subadviser, bearing in mind the best interests of each Fund at all times, shall consider all factors it deems relevant, including price, the size of the transaction, the breadth and nature of the market for the security, the difficulty of the execution, the amount of the commission, if any, the timing of the transaction, market prices and trends, the reputation, experience and financial stability of the broker involved, and the quality of service rendered by the broker in other transactions. Subject to such policies as the Trustees may determine, or as may be mutually agreed to by the Adviser that: and the Subadviser, the Subadviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused a Fund to pay a broker that provides brokerage and research services (iwithin the meaning of Section 28(e) of the retention Securities Exchange Act of 1934) to the Subadviser an amount of commission for effecting a Fund investment transaction that is in excess of the amount of commission that another broker would have charged for effecting that transaction if, but only if, the Subadviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer viewed in terms of either that particular transaction or the overall responsibility of the Subadviser by with respect to the accounts as to which it exercises investment discretion. Notwithstanding the foregoing, the Adviser as contemplated acknowledges that the Subadviser may also be subject to requirements by this Agreement IMRO, and will comply with such requirements to the extent they are not inconsistent with applicable federal and state laws and regulations in the United States. At a minimum, the Subadviser must comply with the laws of the United States, but may also choose to comply with more stringent IMRO requirements if the Subadviser deems necessary. It is authorized recognized that the services provided by such brokers may be useful to the Subadviser in connection with the Subadviser’s governing documents; (ii) the execution, delivery and performance of this Agreement does not violate any obligation by which 's services to other clients. On occasions when the Subadviser deems the purchase or its property is bound, whether arising by contract, operation sale of law or otherwise; (iii) this Agreement has been duly authorized by appropriate action a security to be in the best interests of the Subadviser and when executed and delivered by the Subadviser will be a legal, valid and binding obligation Fund as well as other clients of the Subadviser, enforceable against the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Subadviser in accordance the manner the Subadviser considers to be the most equitable and consistent with its terms, subject, as fiduciary obligations to enforcement, to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally each Fund and to general equitable principles (regardless of whether enforcement such other clients. It is sought recognized that in a proceeding in equity some cases, this procedure may adversely affect the price paid or law); (iv) received by the Subadviser is registered as an investment adviser under Fund or the Advisers Act; (v) the Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and that the Subadviser and certain of its employees, officers and directors are subject to reporting requirements thereunder and, accordingly, agrees that it shall, on a timely basis, furnish a copy of such code of ethics to the Adviser, and shall cause its employees, officers and directors to furnish to the Adviser all reports and information required to be provided under such code of ethics with respect to such persons; (vi) the Subadviser has adopted written compliance policies and procedures reasonably designed to prevent violations size of the Advisers Act and the rules promulgated thereunder and the Subadviser agrees to provide: (a) from time to time a copy and/or summary position obtainable for, or disposed of such compliance policies and procedures and an accompanying certification certifying that the Subadviser’s compliance policies and procedures complies with the Advisers Act (b) a report of the annual review determining the adequacy and effectiveness of the Subadviser’s compliance policies and procedures; (c) the name of the Subadviser’s Chief Compliance Officer to act as a liaison for compliance issues that may arise between the Fund and the Subadviser; (vii) the Subadviser is not prohibited by the 1940 Actby, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (viii) the Subadviser will promptly notify the Adviser of the occurrence of any event that would disqualify the Subadviser from serving as investment subadviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; (ix) the Subadviser has provided the Adviser with a copy of its Form ADV as most recently filed with the SEC and will furnish a copy of all amendments to the Adviser at least annually; and (x) the Subadviser will notify the Adviser of any “assignment” (as defined in the 0000 Xxx) of this Agreement or change of control of the Subadviser, as applicable, and any changes in the key personnel who are the portfolio managers of the Fund, in each case prior to or promptly after, such change.

Subadviser. The Subadviser represents and warrants to the Adviser that: AMCO that (i) the retention of the Subadviser by the Adviser AMCO as contemplated by this Agreement is authorized by the Subadviser’s 's governing documents; (ii) the execution, delivery and performance of this Agreement does not violate any obligation by which the Subadviser or its property is bound, whether arising by contract, operation of law or otherwise; (iii) this Agreement has been duly authorized by appropriate action of the Subadviser and when executed and delivered by the Subadviser will be a legal, valid and binding obligation of the Subadviser, enforceable against the Subadviser in accordance with its terms, subject, as to enforcement, to applicable bankruptcy, insolvency and similar laws affecting creditors’ ' rights generally and to general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or law); (iv) the Subadviser is registered as an investment adviser under the Advisers Act; (v) the Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 l 7j-l under the 1940 Act and that the Subadviser and certain of its employees, officers officers, partners and directors are subject to reporting requirements thereunder and, accordingly, agrees that it shall, on a timely basis, furnish a copy of such code of ethics to the AdviserAMCO, and shall cause its employeesand, officers and directors to furnish to the Adviser all reports and information required to be provided under such code of ethics with respect to such persons, Subadviser shall furnish to AMCO all reports and information provided under Rule 17j-l(c)(2); (vi) the Subadviser has adopted written compliance policies and procedures reasonably designed to prevent violations of the Advisers Act and the rules promulgated thereunder and the Subadviser agrees to provide: (a) from time to time a copy and/or summary of such compliance policies and procedures and an accompanying certification certifying that the Subadviser’s compliance policies and procedures complies with the Advisers Act (b) a report of the annual review determining the adequacy and effectiveness of the Subadviser’s compliance policies and procedures; (c) the name of the Subadviser’s Chief Compliance Officer to act as a liaison for compliance issues that may arise between the Fund and the Subadviser; (vii) the Subadviser is not prohibited by the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (viiivii) the Subadviser will promptly notify the Adviser AMCO of the occurrence of any event that would disqualify the Subadviser from serving as investment subadviser manager of an investment company pursuant to Section 9(a) of the 1940 Act or otherwiseother-wise; (ixviii) the Subadviser has provided the Adviser AMCO with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC SEC, and promptly will furnish a copy of all amendments to the Adviser AMCO at least annually; and (xix) the Subadviser will notify the Adviser AMCO of any “"assignment” " (as defined in the 0000 Xxx) of this Agreement or change of control of the Subadviser, as applicable, and any changes in the key personnel who are either the portfolio managers manager(s) of the Fundany Fund Account or senior management of Subadviser, in each case prior to or promptly after, such change; and (x) Subadviser has adequate disaster recovery and interruption prevention measures to ensure business resumption in accordance with applicable law and within industry standards. Subadviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Fund, whether on a relative or absolute basis.

Subadviser. The Subadviser represents and warrants to the Adviser that: (i) the retention of the Subadviser by the Adviser as contemplated by this Agreement is authorized by the Subadviser’s 's governing documents; (ii) the execution, delivery and performance of this Agreement does not violate any obligation by which the Subadviser or its property is bound, whether arising by contract, operation of law or otherwise; (iii) this Agreement has been duly authorized by appropriate action of the Subadviser and when executed and delivered by the Subadviser will be a legal, valid and binding obligation of the Subadviser, enforceable against the Subadviser in accordance with its terms, subject, as to enforcement, to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or law); (iv) the Subadviser is registered as an investment adviser under the Advisers Act; (v) the Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and that the Subadviser and certain of its employees, officers and directors are subject to reporting requirements thereunder and, accordingly, agrees that it shall, on a timely and reasonable basis, furnish a copy of such code of ethics to the Adviser, and shall cause its employees, officers and directors to furnish to requisite certifications as from the Adviser all reports and information required to be provided under such code of ethics with respect to such personstime reasonably requested; (vi) the Subadviser has adopted written compliance policies and procedures reasonably designed to prevent violations of the Advisers Act and the rules promulgated thereunder and the Subadviser agrees to provide: (a) from time to time a copy and/or summary of such compliance policies and procedures and an accompanying certification certifying that the Subadviser’s compliance policies and procedures complies with the Advisers Act (b) a report of the annual review determining the adequacy and effectiveness of the Subadviser’s compliance policies and procedures; (c) the name of the Subadviser’s Chief Compliance Officer to act as a liaison for compliance issues that may arise between the Fund and the Subadviser; (vii) the Subadviser is not prohibited by the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (viiivii) the Subadviser will promptly notify the Adviser of the occurrence of any event that would disqualify the Subadviser from serving as investment subadviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; (ixviii) the Subadviser has provided the Adviser with a copy of its Form ADV as most recently filed with the SEC and will furnish a copy of all amendments to the Adviser at least annually; and (xix) the Subadviser will notify the Adviser of any “assignment” (as defined in the 0000 Xxx) of this Agreement or change of control of the Subadviser, as applicable, and any changes in the key personnel who are the portfolio Fund managers of the Fund, in each case prior to or promptly after, such change.

Subadviser. The Subadviser represents and warrants to the Adviser JMIC that: (i) the retention of the Subadviser by the Adviser JMIC as contemplated by this Agreement is authorized by the Subadviser’s 's governing documents; (ii) the execution, delivery and performance of this Agreement does not violate any obligation by which the Subadviser or its property is bound, whether arising by contract, operation of law or otherwise; (iii) this Agreement has been duly authorized by appropriate action of the Subadviser and when executed and delivered by the Subadviser will be a legal, valid and binding obligation of the Subadviser, enforceable against the Subadviser in accordance with its terms, subject, as to enforcement, to applicable bankruptcy, insolvency and similar laws affecting creditors’ ' rights generally and to general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or law); (iv) the Subadviser is registered as an investment adviser under the Advisers Act; (v) the Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and that the Subadviser and certain of its employees, officers and directors are subject to reporting requirements thereunder and, accordingly, agrees that it shall, on a timely basis, furnish a copy of such code of ethics to the AdviserJMIC, and shall cause its employees, officers and directors to furnish to the Adviser JMIC all reports and information required to be provided under such code of ethics with respect to such persons; (vi) the Subadviser has adopted written compliance policies and procedures reasonably designed to prevent violations of the Advisers Act and the rules promulgated thereunder and the Subadviser agrees to provide: (a) from time to time a copy and/or summary of such compliance policies and procedures and an accompanying certification certifying that the Subadviser’s compliance policies and procedures complies with the Advisers Act (b) a report of the annual review determining the adequacy and effectiveness of the Subadviser’s compliance policies and procedures; (c) the name of the Subadviser’s Chief Compliance Officer to act as a liaison for compliance issues that may arise between the Fund and the Subadviser; (vii) the Subadviser is not prohibited by the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (viiivii) the Subadviser will promptly notify the Adviser JMIC of the occurrence of any event that would disqualify the Subadviser from serving as investment subadviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; (ixviii) the Subadviser has provided the Adviser JMIC with a copy of its Form ADV as most recently filed with the SEC and will furnish a copy of all amendments to the Adviser JMIC at least annually; and (xix) the Subadviser will notify the Adviser JMIC of any “"assignment” " (as defined in the 0000 Xxx1940 Act) of this Agreement or Agrxxxxxx xr change of control of the Subadviser, as applicable, and any changes in the key personnel who are the portfolio managers of the FundPortfolio, in each case prior to or promptly after, such change.

Subadviser. The Subadviser represents and warrants to the Adviser that: (i) the retention of the Subadviser by the Adviser as contemplated by this Agreement is authorized by the Subadviser’s 's governing documents; (ii) the execution, delivery and performance of this Agreement does not violate any obligation by which the Subadviser or its property is bound, whether arising by contract, operation of law or otherwise; (iii) this Agreement has been duly authorized by appropriate action of the Subadviser and when executed and delivered by the Subadviser will be a legal, valid and binding obligation of the Subadviser, enforceable against the Subadviser in accordance with its terms, subject, as to enforcement, to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or law); (iv) the Subadviser is registered as an investment adviser under the Advisers Act; (v) the Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and that the Subadviser and certain of its employees, officers and directors are subject to reporting requirements thereunder and, accordingly, agrees that it shall, on a timely and reasonable basis, furnish a copy of such code of ethics to the Adviser, and shall cause its employees, officers and directors to furnish to requisite certifications as from the Adviser all reports and information required to be provided under such code of ethics with respect to such personstime reasonably requested; (vi) the Subadviser has adopted written compliance policies and procedures reasonably designed to prevent violations of the Advisers Act and the rules promulgated thereunder and the Subadviser agrees to provide: (a) from time to time a copy and/or summary of such compliance policies and procedures and an accompanying certification certifying that the Subadviser’s compliance policies and procedures complies with the Advisers Act (b) a report of the annual review determining the adequacy and effectiveness of the Subadviser’s compliance policies and procedures; (c) the name of the Subadviser’s Chief Compliance Officer to act as a liaison for compliance issues that may arise between the Fund and the Subadviser; (vii) the Subadviser is not prohibited by the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (viiivii) the Subadviser will promptly notify the Adviser of the occurrence of any event that would disqualify the Subadviser from serving as investment subadviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; (ixviii) the Subadviser has provided the Adviser with a copy of its Form ADV as most recently filed with the SEC and will furnish a copy of all amendments to the Adviser at least annually; and (xix) the Subadviser will notify the Adviser of any “assignment” (as defined in the 0000 1000 Xxx) of this Agreement or change of control of the Subadviser, as applicable, and any changes in the key personnel who are the portfolio Fund managers of the Fund, in each case prior to or promptly after, such change.

Subadviser. The Subadviser represents and warrants to the Adviser that: (i) the retention of the Subadviser by the Adviser as contemplated by this Agreement is authorized by the Subadviser’s 's governing documents; (ii) the execution, delivery and performance of this Agreement does not violate any obligation by which the Subadviser or its property is bound, whether arising by contract, operation of law or otherwise; (iii) this Agreement has been duly authorized by appropriate action of the Subadviser and when executed and delivered by the Subadviser will be a legal, valid and binding obligation of the Subadviser, enforceable against the Subadviser in accordance with its terms, subject, as to enforcement, to applicable bankruptcy, insolvency and similar laws affecting creditors’ ' rights generally and to general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or law); (iv) the Subadviser is registered as an investment adviser under the Advisers Act; (v) the Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and that the Subadviser and certain of its employees, officers and directors are subject to reporting requirements thereunder and, accordingly, agrees that it shall, on a timely basis, furnish a copy of such code of ethics to the Adviser, and shall cause its employees, officers and directors to furnish to the Adviser all reports and information required to be provided under such code of ethics with respect to such persons; (vi) the Subadviser has adopted written compliance policies and procedures reasonably designed to prevent violations of the Advisers Act and the rules promulgated thereunder and the Subadviser agrees to provide: (a) from time to time a copy and/or summary of such compliance policies and procedures and an accompanying certification certifying that the Subadviser’s compliance policies and procedures complies with the Advisers Act (b) a report of the annual review determining the adequacy and effectiveness of the Subadviser’s compliance policies and procedures; (c) the name of the Subadviser’s Chief Compliance Officer to act as a liaison for compliance issues that may arise between the Fund and the Subadviser; (vii) the Subadviser is not prohibited by the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (viiivii) the Subadviser will promptly notify the Adviser of the occurrence of any event that would disqualify the Subadviser from serving as investment subadviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; (ixviii) the Subadviser has provided the Adviser with a copy of its Form ADV as most recently filed with the SEC and will furnish a copy of all amendments to the Adviser at least annually; and (xix) the Subadviser will notify the Adviser of any “"assignment” " (as defined in the 0000 Xxx) of this Agreement or change of control of the Subadviser, as applicable, and any changes in the key personnel who are the portfolio Fund managers of the each Fund, in each case prior to or promptly after, such change.

Subadviser. The Subadviser represents and warrants to the Adviser that: (i) the retention of the Subadviser by the Adviser as contemplated by this Agreement is authorized by the Subadviser’s 's governing documents; (ii) the execution, delivery and performance of this Agreement does not violate any obligation by which the Subadviser or its property is bound, whether arising by contract, operation of law or otherwise; (iii) this Agreement has been duly authorized by appropriate action of the Subadviser and when executed and delivered by the Subadviser will be a legal, valid and binding obligation of the Subadviser, enforceable against the Subadviser in accordance with its terms, subject, as to enforcement, to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or law); (iv) the Subadviser is registered as an investment adviser under the Advisers Act; (v) the Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and that the Subadviser and certain of its employees, officers and directors are subject to reporting requirements thereunder and, accordingly, agrees that it shall, on a timely basis, furnish a copy of such code of ethics to the Adviser, and shall cause its employees, officers and directors to furnish to the Adviser all reports and information required to be provided under such code of ethics with respect to such persons; (vi) the Subadviser has adopted written compliance policies and procedures reasonably designed to prevent violations of the Advisers Act and the rules promulgated thereunder and the Subadviser agrees to provide: (a) from time to time a copy and/or summary of such compliance policies and procedures and an accompanying certification certifying that the Subadviser’s compliance policies and procedures complies with the Advisers Act (b) a report of the annual review determining the adequacy and effectiveness of the Subadviser’s compliance policies and procedures; (c) the name of the Subadviser’s Chief Compliance Officer to act as a liaison for compliance issues that may arise between the Fund and the Subadviser; (vii) the Subadviser is not prohibited by the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (viii) the Subadviser will promptly notify the Adviser of the occurrence of any event that would disqualify the Subadviser from serving as investment subadviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; (ix) the Subadviser has provided the Adviser with a copy of its Form ADV as most recently filed with the SEC and will furnish a copy of all amendments to the Adviser at least annually; and (x) the Subadviser will notify the Adviser of any “assignment” (as defined in the 0000 1000 Xxx) of this Agreement or change of control of the Subadviser, as applicable, and any changes in the key personnel who are the portfolio managers of the Fund, in each case prior to or promptly after, such change.

Subadviser. The Subadviser represents and warrants to the Adviser that: AMCO that (i) the retention of the Subadviser by the Adviser AMCO as contemplated by this Agreement is authorized by the Subadviser’s ’ governing documents; (ii) the execution, delivery and performance of this Agreement does not violate any obligation by which the Subadviser or its property is bound, whether arising by contract, operation of law or otherwise; (iii) this Agreement has been duly authorized by appropriate action of the Subadviser and when executed and delivered by the Subadviser will be a legal, valid and binding obligation of the Subadviser, enforceable against the Subadviser in accordance with its terms, subject, as to enforcement, to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or law); (iv) the Subadviser is registered as an investment adviser under the Advisers Act; (v) the Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and that the Subadviser and certain of its employees, officers officers, partners and directors are subject to reporting requirements thereunder and, accordingly, agrees that it shall, on a timely basis, furnish a copy of such code of ethics to the AdviserAMCO, and shall cause its employeesand, officers and directors to furnish to the Adviser all reports and information required to be provided under such code of ethics with respect to such persons, Subadviser shall furnish to AMCO all reports and information provided under Rule 17j-1(c)(2); (vi) the Subadviser has adopted written compliance policies and procedures reasonably designed to prevent violations of the Advisers Act and the rules promulgated thereunder and the Subadviser agrees to provide: (a) from time to time a copy and/or summary of such compliance policies and procedures and an accompanying certification certifying that the Subadviser’s compliance policies and procedures complies with the Advisers Act (b) a report of the annual review determining the adequacy and effectiveness of the Subadviser’s compliance policies and procedures; (c) the name of the Subadviser’s Chief Compliance Officer to act as a liaison for compliance issues that may arise between the Fund and the Subadviser; (vii) the Subadviser is not prohibited by the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (viiivii) the Subadviser will promptly notify the Adviser AMCO of the occurrence of any event that would disqualify the Subadviser from serving as investment subadviser manager of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; (ixviii) the Subadviser has provided the Adviser AMCO with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC SEC, and promptly will furnish a copy of all amendments to the Adviser AMCO at least annually; and (xix) the Subadviser will notify the Adviser AMCO of any “assignment” (as defined in the 0000 Xxx) of this Agreement or change of control of the Subadviser, as applicable, and any changes in the key personnel who are either the portfolio managers manager(s) of the Fundany Fund Account or senior management of Subadviser, in each case prior to or promptly after, such change; and (x) Subadviser has adequate disaster recovery and interruption prevention measures to ensure business resumption in accordance with applicable law and within industry standards. Subadviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Fund, whether on a relative or absolute basis.

Subadviser. The Subadviser represents and warrants to the Adviser that: (i) the retention of the Subadviser by the Adviser as contemplated by this Agreement is authorized by the Subadviser’s 's governing documents; (ii) the execution, delivery and performance of this Agreement does not violate any obligation by which the Subadviser or its property is bound, whether arising by contract, operation of law or otherwise; (iii) this Agreement has been duly authorized by appropriate action of the Subadviser and when executed and delivered by the Subadviser will be a legal, valid and binding obligation of the Subadviser, enforceable against the Subadviser in accordance with its terms, subject, as to enforcement, to applicable bankruptcy, insolvency and similar laws affecting creditors’ ' rights generally and to general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or law); (iv) the Subadviser is registered as an investment adviser under the Advisers Act; (v) the Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and that the Subadviser and certain of its employees, officers and directors are subject to reporting requirements thereunder and, accordingly, agrees that it shall, on a timely and reasonable basis, furnish a copy of such code of ethics to the Adviser, and shall cause its employees, officers and directors to furnish to requisite certifications as from the Adviser all reports and information required to be provided under such code of ethics with respect to such personstime reasonably requested; (vi) the Subadviser has adopted written compliance policies and procedures reasonably designed to prevent violations of the Advisers Act and the rules promulgated thereunder and the Subadviser agrees to provide: (a) from time to time a copy and/or summary of such compliance policies and procedures and an accompanying certification certifying that the Subadviser’s compliance policies and procedures complies with the Advisers Act (b) a report of the annual review determining the adequacy and effectiveness of the Subadviser’s compliance policies and procedures; (c) the name of the Subadviser’s Chief Compliance Officer to act as a liaison for compliance issues that may arise between the Fund and the Subadviser; (vii) the Subadviser is not prohibited by the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (viiivii) the Subadviser will promptly notify the Adviser of the occurrence of any event that would disqualify the Subadviser from serving as investment subadviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; (ixviii) the Subadviser has provided the Adviser with a copy of its Form ADV as most recently filed with the SEC and will furnish a copy of all amendments to the Adviser at least annually; and (xix) the Subadviser will notify the Adviser of any “"assignment” " (as defined in the 0000 Xxx) of this Agreement or change of control of the Subadviser, as applicable, and any changes in the key personnel who are the portfolio Fund managers of the Fund, in each case prior to or promptly after, such change.

Subadviser. The Subadviser represents and warrants to the Adviser JMIC that: (i) the retention of the Subadviser by the Adviser JMIC as contemplated by this Agreement is authorized by the Subadviser’s 's governing documents; (ii) the execution, delivery and performance of this Agreement does not violate any obligation by which the Subadviser or its property is bound, whether arising by contract, operation of law or otherwise; (iii) this Agreement has been duly authorized by appropriate action of the Subadviser and when executed and delivered by the Subadviser will be a legal, valid and binding obligation of the Subadviser, enforceable against the Subadviser in accordance with its terms, subject, as to enforcement, to applicable bankruptcy, insolvency and similar laws affecting creditors’ ' rights generally and to general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or law); (iv) the Subadviser is registered as an investment adviser under the Advisers Act; (v) the Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and that the Subadviser and certain of its employees, officers and directors are subject to reporting requirements thereunder and, accordingly, agrees that it shall, on a timely basis, furnish a copy of such code of ethics to the AdviserJMIC, and shall cause its employees, officers and directors to furnish to the Adviser JMIC all reports and information required to be provided under such code of ethics with respect to such persons; (vi) the Subadviser has adopted written compliance policies and procedures reasonably designed to prevent violations of the Advisers Act and the rules promulgated thereunder and the Subadviser agrees to provide: (a) from time to time a copy and/or summary of such compliance policies and procedures and an accompanying certification certifying that the Subadviser’s compliance policies and procedures complies with the Advisers Act (b) a report of the annual review determining the adequacy and effectiveness of the Subadviser’s compliance policies and procedures; (c) the name of the Subadviser’s Chief Compliance Officer to act as a liaison for compliance issues that may arise between the Fund and the Subadviser; (vii) the Subadviser is not prohibited by the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (viiivii) the Subadviser will promptly notify the Adviser JMIC of the occurrence of any event that would disqualify the Subadviser from serving as investment subadviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; (ixviii) the Subadviser has provided the Adviser JMIC with a copy of its Form ADV as most recently filed with the SEC and will furnish a copy of all amendments to the Adviser JMIC at least annually; and (xix) the Subadviser will notify the Adviser JMIC of any “"assignment” " (as defined in the 0000 Xxx) of this Agreement or change of control of the Subadviser, as applicable, and any changes in the key personnel who are the portfolio managers of the FundPortfolio, in each case prior to or promptly after, such change.

Subadviser. The Subadviser represents and warrants to the Adviser that: that (i) the retention of the Subadviser by the Adviser as contemplated by this Agreement is authorized by the Subadviser’s governing documents; (ii) the execution, delivery and performance of this Agreement does not violate any obligation by which the Subadviser or its property is bound, whether arising by contract, operation of law or otherwise; and (iii) this Agreement has been duly authorized by appropriate action of the Subadviser and when executed and delivered by the Subadviser will be a the legal, valid and binding obligation of the Subadviser, enforceable against the Subadviser in accordance with its termsterms hereof, subject, as to enforcement, to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or law); . The Subadviser confirms it is licensed and regulated for the conduct of “fund services business” by the Jersey Financial Services Commission (iv) the Subadviser is registered as an investment adviser “JFSC”), and/or any successor authority carrying out all or part of the relevant functions thereof applicable to the business to which this Agreement relates under the Advisers Act; Financial Services (vJersey) Law, 1998, as amended (the “FSJL”). The Subadviser has adopted designated the Fund as a written code “collective investment fund” for the purposes of ethics complying the Collective Investment Funds (Jersey) Law 1988. The Subadviser hereby covenants with the requirements of Rule 17j-1 Adviser that for so long as this Agreement remains in force it shall carry out its duties and obligations and exercise its powers and discretions under this Agreement in accordance with the 1940 Act and that the Subadviser and certain of its employees, officers and directors are subject to reporting requirements thereunder and, accordingly, agrees that it shall, on a timely basis, furnish a copy of such code of ethics to the Adviser, and shall cause its employees, officers and directors to furnish to the Adviser all reports and information required to be provided under such code of ethics with respect to such persons; (vi) the Subadviser has adopted written compliance policies and procedures reasonably designed to prevent violations of the Advisers Act FSJL and the rules Codes of Practice for fund services business promulgated thereunder by the JFSC and the Subadviser agrees to provide: (a) as amended and updated from time to time time. The Subadviser confirms it is registered with the CFTC as a copy and/or summary commodity trading advisor, is a member of the NFA in such compliance policies capacity and procedures is approved by the NFA as a swap firm. Such registration, membership and an accompanying certification certifying approval do not imply that the CFTC or the NFA have endorsed the Subadviser’s compliance policies and procedures complies with the Advisers Act (b) a report of the annual review determining the adequacy and effectiveness of the Subadviser’s compliance policies and procedures; (c) the name of the Subadviser’s Chief Compliance Officer qualifications to act as a liaison for compliance issues that may arise between the Fund and the Subadviser; (vii) the Subadviser is not prohibited by the 1940 Act, the Advisers Act or other law, regulation or order from performing provide the services contemplated by set forth in this Agreement; (viii) the Subadviser will promptly notify the Adviser of the occurrence of any event that would disqualify the Subadviser from serving as investment subadviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; (ix) the Subadviser has provided the Adviser with a copy of its Form ADV as most recently filed with the SEC and will furnish a copy of all amendments to the Adviser at least annually; and (x) the Subadviser will notify the Adviser of any “assignment” (as defined in the 0000 Xxx) of this Agreement or change of control of the Subadviser, as applicable, and any changes in the key personnel who are the portfolio managers of the Fund, in each case prior to or promptly after, such change.

Subadviser. The Subadviser represents and warrants to the Adviser that: AMCO that (i) the retention of the Subadviser by the Adviser AMCO as contemplated by this Agreement is authorized by the Subadviser’s governing documents; (ii) the execution, delivery and performance of this Agreement does not violate any obligation by which the Subadviser or its property is bound, whether arising by contract, operation of law or otherwise; (iii) this Agreement has been duly authorized by appropriate action of the Subadviser and when executed and delivered by the Subadviser will be a legal, valid and binding obligation of the Subadviser, enforceable against the Subadviser in accordance with its terms, subject, as to enforcement, to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or law); (iv) the Subadviser is registered as an investment adviser under the Advisers Act; (v) the Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and that the Subadviser and certain of its employees, officers officers, partners and directors are subject to reporting requirements thereunder and, accordingly, agrees that it shall, on a timely basis, furnish a copy of such code of ethics to the AdviserAMCO, and shall cause its employeesand, officers and directors to furnish to the Adviser all reports and information required to be provided under such code of ethics with respect to such persons, Subadviser shall furnish to AMCO all reports and information provided under Rule 17j-1(c)(2); (vi) the Subadviser has adopted written compliance policies and procedures reasonably designed to prevent violations of the Advisers Act and the rules promulgated thereunder and the Subadviser agrees to provide: (a) from time to time a copy and/or summary of such compliance policies and procedures and an accompanying certification certifying that the Subadviser’s compliance policies and procedures complies with the Advisers Act (b) a report of the annual review determining the adequacy and effectiveness of the Subadviser’s compliance policies and procedures; (c) the name of the Subadviser’s Chief Compliance Officer to act as a liaison for compliance issues that may arise between the Fund and the Subadviser; (vii) the Subadviser is not prohibited by the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (viiivii) the Subadviser will promptly notify the Adviser AMCO of the occurrence of any event that would disqualify the Subadviser from serving as investment subadviser manager of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; (ixviii) the Subadviser has provided the Adviser AMCO with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC SEC, and promptly will furnish a copy of all amendments to the Adviser AMCO at least annually; and (xix) the Subadviser will notify the Adviser AMCO of any “assignment” (as defined in the 0000 1900 Xxx) of this Agreement or change of control of the Subadviser, as applicable, and any changes in the key personnel who are either the portfolio managers manager(s) of any Fund Account or senior management of Subadviser responsible for the management of the FundFund Account, in each case prior to or promptly after, such change; (x) Subadviser takes appropriate measures to comply with section 501(b) of the Grxxx-Xxxxx-Xxxxxx Xct and other laws and regulations applicable to the security and confidentiality of nonpublic personal information; (xi) Subadviser takes appropriate measures to meet the Federal Financial Institutions Examination Council’s information security guidelines applicable to customer information; and (xii) Subadviser has adequate disaster recovery and interruption prevention measures to ensure business resumption in accordance with applicable law and within industry standards.