Common use of Representations and Warranties of Adviser Clause in Contracts

Representations and Warranties of Adviser. The Adviser represents and warrants to the SubAdviser as follows: (a) The Adviser is registered with the SEC as an investment adviser under the Advisers Act; (b) The Adviser is or will be registered as a CTA and a CPO under the CEA with the CFTC and the NFA or is not required to register pursuant to an applicable exemption; (c) The Adviser is a corporation duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets, perform its obligations under this Agreement, and to carry on its business as it is now being, and to be, conducted; (d) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser's powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; (e) The Adviser acknowledges that it received a copy of the SubAdviser's Form ADV prior to the execution of this Agreement; (f) The Adviser and the Fund have duly entered into the Advisory Agreement pursuant to which the Fund authorized the Adviser to enter into this Agreement; and (g) The Adviser will take such steps as are necessary to ensure that the Fund’s shares are duly authorized and registered for sale to the extent that such shares are offered for sale.

Representations and Warranties of Adviser. The Adviser represents and warrants to the SubAdviser Subadviser as follows: (a) The Adviser is registered with the SEC as an investment adviser under the Investment Advisers Act; (b) The Adviser is or will be registered as has filed a CTA and a CPO notice of exemption pursuant to Rule 4.14 under the CEA with the CFTC Commodity Futures Trading Commission (the "CFTC") and the NFA or is not required to register pursuant to an applicable exemptionNational Futures Association; (c) The Adviser is a corporation limited liability company duly organized and validly existing under the laws of the State of Delaware Kansas with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, and to be, being conducted; (d) The execution, delivery and performance by the Adviser of this Agreement and the Advisory Agreement are within the Adviser's powers and have been duly authorized by all necessary actionaction on the part of its members, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; (e) This Agreement and the Advisory Agreement are valid and binding agreements of the Adviser; (f) The Form ADV of the Adviser previously provided to the Subadviser is a true and complete copy of the form filed with the Commission and the information contained therein is accurate and complete in all material respects as of its filing date and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; (g) The Adviser acknowledges that it received a copy of the SubAdviserSubadviser's Form ADV at least 48 hours prior to the execution of this Agreement; (f) The Adviser and the Fund have duly entered into the Advisory Agreement pursuant to which the Fund authorized the Adviser to enter into this Agreement; and (g) The Adviser will take such steps as are necessary to ensure that the Fund’s shares are duly authorized and registered for sale to the extent that such shares are offered for sale.

Representations and Warranties of Adviser. The Adviser represents and warrants to the SubAdviser Subadviser as follows: (a) The Adviser is registered with the SEC as an investment adviser under the Investment Advisers Act; (b) The Adviser is or will be registered as has filed a CTA and a CPO notice of exemption pursuant to Rule 4.14 under the CEA with the CFTC Commodity Futures Trading Commission (the "CFTC") and the NFA or is not required to register pursuant to an applicable exemptionNational Futures Association; (c) The Adviser is a corporation limited liability company duly organized and validly existing under the laws of the State of Delaware Kansas with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, and to be, being conducted; (d) The execution, delivery and performance by the Adviser of this Agreement and the Advisory Agreement are within the Adviser's powers and have been duly authorized by all necessary actionaction on the part of its members, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; (e) This Agreement and the Advisory Agreement are valid and binding agreements of the Adviser; (f) The Form ADV of the Adviser previously provided to the Subadviser is a true and complete copy of the form filed with the Commission and the information contained therein is accurate and complete in all material respects as of its filing date and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; and (g) The Adviser acknowledges that it received a copy of the SubAdviserSubadviser's Form ADV at least 48 hours prior to the execution of this Agreement; (f) The Adviser and the Fund have duly entered into the Advisory Agreement pursuant to which the Fund authorized the Adviser to enter into this Agreement; and (g) The Adviser will take such steps as are necessary to ensure that the Fund’s shares are duly authorized and registered for sale to the extent that such shares are offered for sale.

Representations and Warranties of Adviser. The Adviser represents and warrants to the SubAdviser as follows: (a) The Adviser is registered with the SEC as an investment adviser under the Advisers Act; (b) The Adviser is or will be registered as a CTA and a CPO under the CEA with the CFTC and the NFA or is not required to register pursuant to an applicable exemption; (c) The Adviser is a corporation duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets, perform its obligations under this Agreement, and to carry on its business as it is now being, and to be, conducted; (d) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser's ’s powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser's ’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; (e) The Adviser acknowledges that it received a copy of the SubAdviser's ’s Form ADV prior to the execution of this Agreement; (f) The Adviser and the Fund have duly entered into the Advisory Agreement pursuant to which the Fund authorized the Adviser to enter into this Agreement; and (g) The Adviser will take such steps as are necessary to ensure that the Fund’s shares are duly authorized and registered for sale to the extent that such shares are offered for sale.

Representations and Warranties of Adviser. The Adviser represents and warrants to the SubAdviser Subadviser as follows: (a) The Adviser is registered with the SEC as an investment adviser under the Investment Advisers Act; (b) The Adviser is or will be registered as has filed a CTA and a CPO notice of exemption pursuant to Rule 4.14 under the CEA with the CFTC Commodity Futures Trading Commission (the "CFTC") and the NFA or is not required to register pursuant to an applicable exemptionNational Futures Association; (c) The Adviser is a corporation limited liability company duly organized and validly existing under the laws of the State of Delaware Kansas with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, and to be, being conducted; (d) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser's powers and have been duly authorized by all necessary actionaction on the part of its members, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; (e) This Agreement is a valid and binding agreement of the Adviser; and (f) The Adviser acknowledges that it received a copy of the SubAdviserSubadviser's Form ADV at least 48 hours prior to the execution of this Agreement; (f) The Adviser and the Fund have duly entered into the Advisory Agreement pursuant to which the Fund authorized the Adviser to enter into this Agreement; and (g) The Adviser will take such steps as are necessary to ensure that the Fund’s shares are duly authorized and registered for sale to the extent that such shares are offered for sale.

Representations and Warranties of Adviser. The Adviser represents and warrants to the SubAdviser as follows: (a) The Adviser is registered with the SEC as an investment adviser under the Advisers Act; (b) The Adviser is or will be registered as has filed a CTA and a CPO notice of exemption pursuant to Rule 4.14 under the CEA with the CFTC and the NFA National Futures Association or is not required to register pursuant to an applicable file such exemption; (c) The Adviser is a corporation duly organized and validly existing under the laws of the State of Delaware Colorado with the power to own and possess its assets, perform its obligations under this Agreement, and to carry on its business as it is now being, and to be, conducted; (d) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser's powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; (e) The Adviser acknowledges that it received a copy of the SubAdviser's Form ADV prior to the execution of this Agreement;; and (f) The Adviser and the Fund Trust have duly entered into the Advisory Agreement pursuant to which the Fund Trust authorized the Adviser to enter into this Agreement; and (g) The Adviser will take such steps as are necessary to ensure that the Fund’s shares are duly authorized and registered for sale to the extent that such shares are offered for sale.

Representations and Warranties of Adviser. The Adviser represents and warrants to the SubAdviser as follows: (a) The Adviser is registered with the SEC as an investment adviser under the Advisers Act; (b) The Adviser is or will be registered as a CTA and a CPO under the CEA with the CFTC and the NFA or is not required to register pursuant to an applicable exemption; (c) The Adviser is a corporation duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets, perform its obligations under this Agreement, and to carry on its business as it is now being, and to be, conducted; (d) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser's powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; (e) The Adviser acknowledges that it received a copy of the SubAdviser's Form ADV prior to the execution of this Agreement; (f) The Adviser and the Fund have duly entered into the Advisory Agreement pursuant to which the Fund authorized the Adviser to enter into this Agreement; and (g) The Adviser will take such steps as are necessary to ensure that the Fund’s 's shares are duly authorized and registered for sale to the extent that such shares are offered for sale.

Representations and Warranties of Adviser. The Adviser represents and warrants to the SubAdviser Subadviser as follows: (a) The Adviser is registered with the SEC as an investment adviser under the Advisers Act; (b) The Adviser is or will be registered as has filed a CTA and a CPO notice of exemption pursuant to Rule 4.14 under the CEA with the CFTC and the NFA National Futures Association or is not required to register pursuant to an applicable file such exemption; (c) The Adviser is a corporation business trust duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, and to be, being conducted; (d) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser's powers and have been duly authorized by all necessary actionaction on the part of its shareholders or managing unitholder, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; (e) The Adviser acknowledges that it received a copy of the SubAdviser's Form ADV prior to the execution of this Agreement; (f) The Adviser and the Fund have duly entered into the Advisory Agreement pursuant to which the Fund authorized the Adviser to enter into this Agreement; and (g) The Adviser will take such steps as are necessary to ensure that the Fund’s shares are duly authorized and registered for sale to the extent that such shares are offered for sale.

Representations and Warranties of Adviser. The Adviser represents and warrants to the SubAdviser Subadviser as follows: (a) The Adviser is registered with the SEC as an investment adviser under the Investment Advisers Act; (b) The Adviser is or will be registered as a CTA and a CPO under the CEA with the CFTC and the NFA or is not required to register pursuant to an applicable exemption; (c) The Adviser is a Maryland corporation duly organized and validly existing under the laws of the State of Delaware Maryland with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, and to be, being conducted; (dc) The execution, delivery and performance by the Adviser of this Agreement and the Advisory Agreement are within the Adviser's powers and have been duly authorized by all necessary actionaction on the part of its directors, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; (d) This Agreement and the Advisory Agreement are valid and binding agreements of the Adviser; (e) The Form ADV of the Adviser previously provided to the Subadviser is a true and complete copy of the form filed with the Commission and the information contained therein is accurate and complete in all material respects as of its filing date and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; (f) The Adviser acknowledges that it received a copy of the SubAdviserSubadviser's Form ADV at least 48 hours prior to the execution of this Agreement; (f) The Adviser and the Fund have duly entered into the Advisory Agreement pursuant to which the Fund authorized the Adviser to enter into this Agreement; and (g) The Adviser will take such steps as are necessary to ensure that the Fund’s shares are duly authorized and registered for sale to the extent that such shares are offered for sale.

Representations and Warranties of Adviser. The Adviser represents and warrants to the SubAdviser Trust as follows: (a) The Adviser is registered with the SEC as an investment adviser under the Advisers Act; (b) The Adviser is or will be registered as a CTA and a CPO under the CEA with the CFTC and the NFA or is not required to register pursuant to an applicable exemption; (c) The Adviser is a corporation statutory trust duly organized and organized, validly existing and in good standing under the laws of the State of Delaware with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, and to be, being conducted; (dc) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser's powers and have been duly authorized by all necessary actionaction on the part of its shareholders and/or directors, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; (ed) The Form ADV of the Adviser acknowledges that it received previously provided to the Trust is a true and complete copy of the SubAdviser's form, including that part or parts of the Form ADV prior filed with the SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the execution of this Agreement; (f) The Adviser Advisers Act and rules thereunder, and the Fund have duly entered into information contained in such Form ADVis accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the Advisory Agreement pursuant to statements made, in light of the circumstances under which the Fund authorized the Adviser to enter into this Agreement; and (g) The Adviser will take such steps as are necessary to ensure that the Fund’s shares are duly authorized and registered for sale to the extent that such shares are offered for salethey were made, not misleading.

Representations and Warranties of Adviser. The Adviser represents and warrants to the SubAdviser as follows: (a) The Adviser is registered with the SEC as an investment adviser under the Advisers Act; (b) The Adviser is or will be registered as has filed a CTA and a CPO notice of exemption pursuant to Rule 4.14 under the CEA with the CFTC and the NFA National Futures Association or is not required to register pursuant to an applicable file such exemption; (c) The Adviser is a corporation duly organized and validly existing under the laws of the State of Delaware Colorado with the power to own and possess its assets, perform its obligations under this Agreement, and to carry on its business as it is now being, and to be, conducted; (d) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser's powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; (e) The Adviser acknowledges that it received a copy of the SubAdviser's Form ADV prior to the execution of this Agreement; ; and (f) The Adviser and the Fund Trust have duly entered into the Advisory Agreement pursuant to which the Fund Trust authorized the Adviser to enter into this Agreement; and (g) The Adviser will take such steps as are necessary to ensure that the Fund’s shares are duly authorized and registered for sale to the extent that such shares are offered for sale.

Representations and Warranties of Adviser. The Adviser represents and warrants to the SubAdviser as follows: (a) The Adviser is registered with the SEC as an investment adviser under the Advisers Act; (b) The Adviser is or will be registered as has filed a CTA and a CPO notice of exemption pursuant to Rule 4.14 under the CEA with the CFTC and the NFA National Futures Association or is not required to register pursuant to an applicable file such exemption; (c) The Adviser is a corporation duly organized and validly existing under the laws of the State of Delaware Colorado with the power to own and possess its assets, perform its obligations under this Agreement, and to carry on its business as it is now being, and to be, conducted; (d) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser's powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; (e) The Adviser acknowledges that it received a copy of the SubAdviser's Form ADV prior to the execution of this Agreement; (f) The Adviser and the Fund have duly entered into the Advisory Agreement pursuant to which the Fund authorized the Adviser to enter into this Agreement; and (g) The Adviser will take such steps as are necessary to ensure that the Fund’s 's shares are duly authorized and registered for sale to the extent that such shares are offered for sale.

Representations and Warranties of Adviser. The Adviser represents and warrants to the SubAdviser Subadviser as follows: (a) The Adviser is registered with the SEC as an investment adviser under the Advisers ActAct and is registered or licensed as an investment adviser under the laws of all jurisdictions in which its activities require it to be so registered or licensed and will continue to be so registered for so long as this Agreement remains in effect; (b) The Adviser is or will be registered as a CTA and a CPO under the CEA with the CFTC and the NFA or is not required to register pursuant to an applicable exemption; (c) The Adviser is a corporation limited liability company duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets, perform its obligations under this Agreement, and to carry on its business as it is now being, and to be, conducted; (dc) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser's ’s powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser's ’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; (ed) The Adviser acknowledges that it received a copy of the SubAdviserSubadviser's Form ADV prior to the execution of this Agreement; (fe) The Adviser and the Fund have has duly entered into the Advisory Agreement pursuant to which the Fund authorized the Adviser to enter into this Agreement; and (gf) The This Agreement is enforceable against the Adviser will take such steps in accordance with its terms, subject as are necessary to ensure that the Fund’s shares are duly authorized enforcement to bankruptcy, insolvency, reorganization, arrangement, moratorium and registered for sale other similar laws of general applicability relating to the extent that such shares are offered for saleor affecting creditors’ rights and to general equity principles.

Representations and Warranties of Adviser. The Adviser represents and warrants to the SubAdviser Subadviser as follows: (a) The Adviser is registered with the SEC as an investment adviser under the Advisers Act; (b) The Adviser is or will be registered as has filed a CTA and a CPO notice of exemption pursuant to Rule 4.14 under the CEA with the CFTC and the NFA or is not required to register pursuant to an applicable file such exemption; (c) The Adviser is a corporation duly organized and validly existing under the laws of the State of Delaware Ohio with the power to own and possess its assets, perform its obligations under this Agreement, assets and to carry on its business as it is now being, and to be, being conducted; (d) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser's powers and have been duly authorized by all necessary actionaction on the part of its shareholders or directors, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; (e) The Form ADV of the Adviser previously provided to the Subadviser is a true and complete copy of the form filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; and (f) The Adviser acknowledges that it received a copy of the SubAdviserSubadviser's Form ADV prior to the execution of this Agreement; (f) The Adviser and the Fund have duly entered into the Advisory Agreement pursuant to which the Fund authorized the Adviser to enter into this Agreement; and (g) The Adviser will take such steps as are necessary to ensure that the Fund’s shares are duly authorized and registered for sale to the extent that such shares are offered for sale.