Common use of Representations and Warranties of the Sub-Adviser Clause in Contracts

Representations and Warranties of the Sub-Adviser. (a) Sub-Adviser is registered with the U.S. Securities and Exchange Commission ("SEC") under the Advisers Act. Sub-Adviser shall remain so registered throughout the term of this Agreement and shall notify Adviser immediately if Sub-Adviser ceases to be so registered as an investment adviser. (b) Sub-Adviser is duly organized and validly existing under the laws of the Delaware with the power to own and possess its assets and carry on its business as it is now being conducted, (c) Sub-Adviser has the authority to enter into and perform the services contemplated by this Agreement, (d) Sub-Adviser is not prohibited by the Investment Company Act of 1940, as amended, ("1940 Act") or the Advisers Act from performing the services contemplated by this Agreement, (e) Sub-Adviser has met, and will continue to seek to meet for the duration of this Agreement, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform the services this Agreement, and (f) Sub-Adviser will promptly notify Adviser of the occurrence of any event that would disqualify it from serving as an investment adviser to an investment company pursuant to Section 9(a) of the 1940 Act.

Representations and Warranties of the Sub-Adviser. (a) Sub-Adviser is registered with the U.S. Securities and Exchange Commission ("“SEC"”) under the Advisers Act. Sub-Adviser shall remain so registered throughout the term of this Agreement and shall notify Adviser immediately if Sub-Adviser ceases to be so registered as an investment adviser. (b) Sub-Adviser is duly organized and validly existing under the laws of the Delaware with the power to own and possess its assets and carry on its business as it is now being conducted, (c) Sub-Adviser has the authority to enter into and perform the services contemplated by this Agreement, (d) Sub-Adviser is not prohibited by the Investment Company Act of 1940, as amended, ("“1940 Act"”) or the Advisers Act from performing the services contemplated by this Agreement, (e) Sub-Adviser has met, and will continue to seek to meet for the duration of this Agreement, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform the services this Agreement, and (f) Sub-Adviser will promptly notify Adviser of the occurrence of any event that would disqualify it from serving as an investment adviser to an investment company pursuant to Section 9(a) of the 1940 Act.