Common use of Delivery of Documentation Clause in Contracts

Delivery of Documentation. Adviser has or will furnish to Subadviser with copies properly certified or authenticated of each of the following prior to the commencement of the Subadvisers services (collectively, the “Charter Documents”): a) the Trust’s Declaration of Trust and all amendments thereto or restatements thereof (such Declaration, as presently in effect and as it shall from time to time be amended or restated, is herein called the “Declaration of Trust”); b) the Trust’s By-Laws and amendments thereto; c) resolutions of the Board of Trustees authorizing the appointment of Subadviser and approving this Agreement; d) the Trust’s Registration Statement on Form N-1A (the “Registration Statement”) under the Securities Act of 1933, as amended (“1933 Act”) and under the 1940 Act as filed with the SEC and all amendments thereto insofar as such Registration Statement and such amendments relate to the Funds; and e) the Trust’s most recent prospectus and Statement of Additional Information for the Funds (collectively called the “Prospectus”). The Adviser agrees, on an ongoing basis, to notify the Subadviser in writing of each change in the fundamental and non-fundamental investment policies and restrictions of a Portfolio before they become effective and to provide to the Subadviser as promptly as practicable copies of all amendments and supplements to the Registration Statement or Prospectus within a reasonable amount of time prior to the filing of such documentation with the Securities and Exchange Commission (“SEC”) and any amendments to the Charter Documents. The Adviser will promptly provide the Subadviser with any policies and procedures applicable to the Subadviser adopted from time to time by the Trust’s Board of Trustees (the “Policies and Procedures”) and agrees to promptly provide the Subadviser copies of all amendments thereto within a reasonable amount of time before they become effective. Any amendments or supplements to the Charter Documents or Policies and Procedures that impact the management of the Portfolios or the Subadviser’s duties and obligations hereunder will not be deemed effective with respect to the Subadviser until the Subadviser’s approval thereof. The Adviser shall timely furnish the Subadviser with such additional information as may be reasonably necessary for or requested by the Subadviser to perform its responsibilities pursuant to this Agreement.

Delivery of Documentation. Adviser has or will furnish Borrower, at its sole cost and ------------------------- expense, shall have delivered to Subadviser with copies properly certified or authenticated Lender the following documents, duly executed by the appropriate party, in form and substance satisfactory to Lender: (i) the applicable Promissory Note executed by Borrower prior to disbursement of each of the following prior to the commencement of the Subadvisers services respective Advance; (collectively, the “Charter Documents”): aii) the Trust’s Declaration Security Agreement executed by Borrower on the date of Trust and all amendments thereto or restatements thereof (such Declaration, as presently in effect and as it shall from time to time be amended or restated, is herein called the “Declaration of Trust”); b) the Trust’s By-Laws and amendments thereto; c) resolutions of the Board of Trustees authorizing the appointment of Subadviser and approving this Agreement; d(iii) the Trust’s Registration Statement Hosting Agreement executed by Borrower, on Form N-1A the date of this Agreement; (iv) a certificate of Borrower's corporate secretary, to be dated as of the “Registration Statement”date of this Agreement, certifying as true and accurate and in full force and effect as of that date, copies of current resolutions of Borrower's Board of Directors authorizing (i) under Borrower to enter into and perform this Agreement and to execute, deliver and honor and perform the Securities Act of 1933other Documents, and (ii) the persons who have executed or will execute this Agreement, the Promissory Note and the other Documents to do so; (v) a certificate, as amended (“1933 Act”) and under of the 1940 Act most recent date practical, of the secretary of state of Borrower's state of incorporation as filed with the SEC and all amendments thereto insofar as such Registration Statement and such amendments relate to the Funds; andgood standing of Borrower; e(vi) certificates issued in favor of Lender evidencing the insurance policies required by Lender in accordance with Section 8F hereof; (vii) UCC financing statements executed by Borrower, in form and substance satisfactory to Lender, evidencing Lender's security interest in the Collateral designated thereon to be filed in each jurisdiction in which Borrower is or may be doing business; (viii) officer's certificates executed by a Responsible Officer of Borrower, dated the purchase date for each purchase of each item of Collateral, certifying that on that date (i) Borrower has good title to all Collateral described in the Security Agreement, (ii) no Event of Default, or event which with notice or lapse of time, or both, would constitute an Event of Default, has occurred, and is continuing, and (iii) the Trust’s most recent prospectus representations and Statement of Additional Information for the Funds (collectively called the “Prospectus”). The Adviser agrees, on an ongoing basis, to notify the Subadviser in writing of each change warranties contained in the fundamental Documents are true and non-fundamental investment policies accurate on and restrictions as of a Portfolio before they become effective and to provide to the Subadviser that date; (ix) such other agreements, certificates or other documents as promptly as practicable copies of all amendments and supplements to the Registration Statement or Prospectus within a reasonable amount of time prior to the filing of such documentation with the Securities and Exchange Commission (“SEC”) and any amendments to the Charter Documents. The Adviser will promptly provide the Subadviser with any policies and procedures applicable to the Subadviser adopted from time to time by the Trust’s Board of Trustees (the “Policies and Procedures”) and agrees to promptly provide the Subadviser copies of all amendments thereto within a reasonable amount of time before they become effective. Any amendments or supplements to the Charter Documents or Policies and Procedures that impact the management of the Portfolios or the Subadviser’s duties and obligations hereunder will not shall be deemed effective with respect necessary or desirable, in the good faith opinion of Lender or its counsel, in order to fully and completely perfect, preserve or protect Lender's interests hereunder and Lender's security interest in the Subadviser until the Subadviser’s approval thereof. The Adviser shall timely furnish the Subadviser with such additional information as may be reasonably necessary Collateral; (x) a valid and authorized Borrowing Notice containing a request for or requested an Advance approved by the Subadviser to perform its responsibilities pursuant to this AgreementLender's designated representative.