Common use of Adviser Clause in Contracts

Adviser. The Adviser hereby represents, warrants and covenants to the Trust as follows: (i) the Adviser is a limited liability company duly organized and in good standing under the laws of the State of Delaware and is fully authorized to enter into this Agreement and carry out its duties and obligations hereunder; (ii) the Adviser is registered as an investment adviser with the SEC under the Advisers Act, and shall maintain such registration in effect at all times during the term of this Agreement; and (iii) the Adviser has provided the Trust with all material information necessary to approve this Agreement and to prepare the registration statement and other documents for the Fund, that such information is accurate and complete, and the Adviser agrees that it will continue to provide the Trust with such accurate and complete information throughout the Term of this Agreement. In addition, the Adviser agrees to promptly provide the Trust with notice, as well as any related documentation reasonably requested by the Trust, upon: (1) any material change in the Adviser’s business or financial condition; (2) any event or occurrence known to the Adviser that would make information previously provided by the Adviser to the Trust untrue, whether such information was provided in connection with preparation of the Trust’s registration statement or otherwise, (3) the Adviser’s receipt of any deficiency letter, comment letter or notice of any investigation from any regulator or other governmental authority to which the Adviser is subject; (4) any regulatory or civil lawsuits involving the Adviser alleging breach of fiduciary duty; or (5) any final judgments or settlements involving the Adviser and its provision of investment advisory services.

Adviser. The Adviser hereby represents, warrants and covenants to the Trust as follows: (i) the Adviser is a limited liability company duly organized and in good standing under the laws of the State of Delaware Georgia and is fully authorized to enter into this Agreement and carry out its duties and obligations hereunder; (ii) the Adviser is registered as an investment adviser with the SEC Securities and Exchange Commission (the “SEC”) under the Advisers Act, Act and shall maintain such registration in effect at all times during the term of this Agreement; and (iii) the Adviser has provided the Trust with all material information necessary to approve this Agreement and to prepare the registration statement and other documents for the Fund, that such information is accurate and complete, and the Adviser agrees that it will continue to provide the Trust with such accurate and complete information throughout the Term term of this Agreement. In addition, the Adviser agrees to promptly provide the Trust with notice, as well as any related documentation reasonably requested by the Trust, upon: (1) any material change in the Adviser’s business or financial condition; (2) any event or occurrence known to the Adviser that would make information previously provided by the Adviser to the Trust untrue, whether such information was provided in connection with preparation of the Trust’s registration statement or otherwise,; (3) the Adviser’s receipt of any deficiency letter, comment letter or notice of any investigation from any regulator or other governmental authority to which the Adviser is subject; (4) any regulatory or civil lawsuits involving the Adviser alleging breach of fiduciary duty; or (5) any final judgments or settlements involving the Adviser and its provision of investment advisory services.

Adviser. The Adviser hereby represents, warrants and covenants to the Trust as follows: (i) the Adviser is a limited liability company corporation duly organized and in good standing under the laws of the State of Delaware Oregon and is fully authorized to enter into this Agreement and carry out its duties and obligations hereunder; (ii) the Adviser is is, as of the date of this Agreement, registered as an investment adviser with the SEC under the Advisers Act, and shall maintain such registration in effect at all times during the term of this Agreement; and (iii) the Adviser has provided the Trust with all material information necessary to approve this Agreement and to prepare the registration statement and other documents for the Fund, that such information is accurate and complete, and the Adviser agrees that it will continue to provide the Trust with such accurate and complete information throughout the Term of this Agreement. In addition, the Adviser agrees to promptly provide the Trust with notice, as well as any related documentation reasonably requested by the Trust, upon: (1) any material change in the Adviser’s business or financial condition; (2) any event or occurrence known to the Adviser that would make information previously provided by the Adviser to the Trust untrue, whether such information was provided in connection with preparation of the Trust’s registration statement or otherwise, (3) the Adviser’s receipt of any deficiency letter, comment letter or notice of any investigation from any regulator or other governmental authority to which the Adviser is subject; (4) any regulatory or civil lawsuits involving the Adviser alleging breach of fiduciary duty; or (5) any final judgments or settlements involving the Adviser and its provision of investment advisory services.

Adviser. The Adviser hereby represents, warrants and covenants to the Trust as follows: (i) the Adviser is a limited liability company duly organized and in good standing under the laws of the State of Delaware Florida and is fully authorized to enter into this Agreement and carry out its duties and obligations hereunder; (ii) the Adviser is is, as of the date of this Agreement, registered as an investment adviser with the SEC under the Advisers Act, and shall maintain such registration in effect at all times during the term of this Agreement; and (iii) the Adviser has provided the Trust with all material information necessary to approve this Agreement and to prepare the registration statement and other documents for the Fund, that such information is accurate and complete, and the Adviser agrees that it will continue to provide the Trust with such accurate and complete information throughout the Term of this Agreement. In addition, the Adviser agrees to promptly provide the Trust with notice, as well as any related documentation reasonably requested by the Trust, upon: (1) any material change in the Adviser’s business or financial condition; (2) any event or occurrence known to the Adviser that would make information previously provided by the Adviser to the Trust untrue, whether such information was provided in connection with preparation of the Trust’s registration statement or otherwise, (3) the Adviser’s receipt of any deficiency letter, comment letter or notice of any investigation from any regulator or other governmental authority to which the Adviser is subject; (4) any regulatory or civil lawsuits involving the Adviser alleging breach of fiduciary duty; or (5) any final judgments or settlements involving the Adviser and its provision of investment advisory services.

Adviser. The Adviser hereby represents, warrants and covenants to the Trust as follows: (i) the Adviser is a limited liability company duly organized and in good standing under the laws of the State of Delaware and is fully authorized to enter into this Agreement and carry out its duties and obligations hereunder; (ii) the Adviser is is, as of the date of this Agreement, registered as an investment adviser with the SEC under the Advisers Act, and shall maintain such registration in effect at all times during the term of this Agreement; and (iii) the Adviser has provided the Trust with all material information necessary to approve this Agreement and to prepare the registration statement and other documents for the Fund, that such information is accurate and complete, and the Adviser agrees that it will continue to provide the Trust with such accurate and complete information throughout the Term of this Agreement. In addition, the Adviser agrees to promptly provide the Trust with notice, as well as any related documentation reasonably requested by the Trust, upon: (1) any material change in the Adviser’s business or financial condition; (2) any event or occurrence known to the Adviser that would make information previously provided by the Adviser to the Trust untrue, whether such information was provided in connection with preparation of the Trust’s registration statement or otherwise, (3) the Adviser’s receipt of any deficiency letter, comment letter or notice of any investigation from any regulator or other governmental authority to which the Adviser is subject; (4) any regulatory or civil lawsuits involving the Adviser alleging breach of fiduciary duty; or (5) any final judgments or settlements involving the Adviser and its provision of investment advisory services.

Adviser. The Adviser hereby represents, warrants and covenants to the Trust as follows: (i) the Adviser is a limited liability company duly organized and in good standing under the laws of the State of Delaware and is fully authorized to enter into this Agreement and carry out its duties and obligations hereunder; (ii) the Adviser is registered as an investment adviser with the SEC under the Advisers Act, and shall maintain such registration in effect at all times during the term of this Agreement; and (iii) the Adviser has provided the Trust with all material information necessary to approve this Agreement and to prepare the registration statement and other documents for the Fund, that such information is accurate and complete, and the Adviser agrees that it will continue to provide the Trust with such accurate and complete information throughout the Term of this Agreement. In addition, the Adviser agrees to promptly provide the Trust with notice, as well as any related documentation reasonably requested by the Trust, upon: (1) any material change in the Adviser’s business or financial condition; (2) any event or occurrence known to the Adviser that would make information previously provided by the Adviser to the Trust untrue, whether such information was provided in connection with preparation of the Trust’s registration statement or otherwise,; (3) the Adviser’s receipt of any deficiency letter, comment letter or notice of any investigation from any regulator or other governmental authority to which the Adviser is subject; (4) any regulatory or civil lawsuits involving the Adviser alleging breach of fiduciary duty; or (5) any final judgments or settlements involving the Adviser and its provision of investment advisory services.

Adviser. The Adviser hereby represents, warrants and covenants to the Trust as follows: (i) the Adviser is a limited liability company duly organized and in good standing under the laws of the State of Delaware Pennsylvania and is fully authorized to enter into this Agreement and carry out its duties and obligations hereunder; (ii) the Adviser is registered as an investment adviser with the SEC under the Advisers Act, and shall maintain such registration in effect at all times during the term of this Agreement; and (iii) the Adviser has provided the Trust with all material information necessary to approve this Agreement and to prepare the registration statement and other documents for the Fund, that such information is accurate and complete, and the Adviser agrees that it will continue to provide the Trust with such accurate and complete information throughout the Term of this Agreement. In addition, the Adviser agrees to promptly provide the Trust with notice, as well as any related documentation reasonably requested by the Trust, upon: (1) any material change in the Adviser’s business or financial condition; (2) any event or occurrence known to the Adviser that would make information previously provided by the Adviser to the Trust untrue, whether such information was provided in connection with preparation of the Trust’s registration statement or otherwise, (3) the Adviser’s receipt of any deficiency letter, comment letter or notice of any investigation from any regulator or other governmental authority to which the Adviser is subject; (4) any regulatory or civil lawsuits involving the Adviser alleging breach of fiduciary duty; or (5) any final judgments or settlements involving the Adviser and its provision of investment advisory services.