Common use of Representations and Covenants of the Parties Clause in Contracts

Representations and Covenants of the Parties. The Subadviser hereby represents and warrants that (a) it is registered as an investment adviser under the Investment Advisers Act of 1940 (the "Advisers Act"), (b) neither it nor any "affiliated person" of it, as defined in the 1940 Act, is subject to any disqualification that would make the Subadviser unable to serve as an investment adviser to a registered investment company under Section 9 of the 1940 Act, (c) it is validly existing and in good standing as a corporation under the laws of Delaware, (d) it has all requisite corporate power and authority to execute, deliver and perform this Agreement, and (e) such execution, delivery and performance have been duly authorized by all necessary corporate proceedings of the Subadviser. The Subadviser covenants that it will carry out appropriate compliance procedures necessary to the operation of the Series as the Subadviser and the Manager may agree. The Subadviser also covenants that it will manage the Series in conformity with all applicable rules and regulations of the Securities and Exchange Commission in all material respects and so that the Trust will qualify as a regulated investment company under Subchapter M and Section 817 of the Internal Revenue Code. The Manager hereby represents and warrants that (a) it is registered as an investment adviser under the Advisers Act, (b) it is validly existing and in good standing as a corporation under the laws of Delaware, (c) it has all requisite corporate power and authority to execute, deliver and perform this Agreement, (d) such execution, delivery and performance have been duly authorized by all necessary corporate proceedings of the Manager, (e) it has authority under the Investment Management Agreement to execute, deliver and perform this Agreement, and (f) it has received a copy of Part II of the Subadviser's Form ADV.

Representations and Covenants of the Parties. The Subadviser hereby represents and warrants that (a) it is registered as an investment adviser under the Investment Advisers Act of 1940 (the "Advisers Act"), (b) neither it nor any "affiliated person" of it, as defined in the 1940 Act, is subject to any disqualification that would make the Subadviser unable to serve as an investment adviser to a registered investment company under Section 9 of the 1940 Act, (c) it is validly existing and in good standing as a corporation under the laws of DelawareColorado, (d) it has all requisite corporate power and authority to execute, deliver and perform this Agreement, and (e) such execution, delivery and performance have been duly authorized by all necessary corporate proceedings of the Subadviser. The Subadviser covenants that it will carry out appropriate compliance procedures necessary to the operation of the Series as the Subadviser and the Manager may agree. The Subadviser also covenants that it will manage the Series in conformity with all applicable rules and regulations of the Securities and Exchange Commission in all material respects and so that the Trust will qualify as a regulated investment company under Subchapter M and Section 817 of the Internal Revenue Code. The Manager hereby represents and warrants that (a) it is registered as an investment adviser under the Advisers Act, (b) it is validly existing and in good standing as a corporation under the laws of Delaware, (c) it has all requisite corporate power and authority to execute, deliver and perform this Agreement, (d) such execution, delivery and performance have been duly duty authorized by all necessary corporate proceedings of the Manager, (e) it has authority under the Investment Management Agreement to execute, deliver and perform this Agreement, and (f) it has received a copy of Part II of the Subadviser's Form ADV.

Representations and Covenants of the Parties. The Subadviser hereby represents and warrants that (a) it is registered as an investment adviser under the Investment Advisers Act of 1940 (the "Advisers Act"), (b) neither it nor any "affiliated person" of it, as defined in the 1940 Act, is subject to any disqualification that would make the Subadviser unable to serve as an investment adviser to a registered investment company under Section 9 of the 1940 Act, (c) it is validly existing and in good standing as a corporation under the laws of DelawareColorado, (d) it has all requisite corporate power and authority to execute, deliver and perform this Agreement, and (e) such execution, delivery and performance have been duly authorized by all necessary corporate proceedings of the Subadviser. The Subadviser covenants that it will carry out appropriate compliance procedures necessary to the operation of the Series as the Subadviser and the Manager may agree. The Subadviser also covenants that it will manage the Series in conformity with all applicable rules and regulations of the Securities and Exchange Commission in all material respects and so that the Trust will qualify as a regulated investment company under Subchapter M and Section 817 of the Internal Revenue Code. The Manager hereby represents and warrants that (a) it is registered as an investment adviser under the Advisers Act, (b) it is validly existing and in good standing as a corporation under the laws of Delaware, (c) it has all requisite corporate power and authority to execute, deliver and perform this Agreement, (d) such execution, delivery and performance have been duly authorized by all necessary corporate proceedings of the Manager, (e) it has authority under the Investment Management Agreement to execute, deliver and perform this Agreement, and (f) it has received a copy of Part II of the Subadviser's Form ADV.