Common use of REPRESENTATIONS OF ADVISER Clause in Contracts

REPRESENTATIONS OF ADVISER. The Adviser represents and warrants that: (i) it is either registered as an investment adviser under the Investment Advisers Act of 1940, as amended ("Advisers Act") (and will continue to be so registered for so long as this Agreement remains in effect) or exempt from registration under the Advisers Act; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement; and (iv) will promptly notify the Trust of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.

REPRESENTATIONS OF ADVISER. The Adviser represents and warrants to the Trust that: : (ia) it It is either registered as an investment adviser Investment Adviser under the Investment Advisers Adviser Act of 1940, as amended ("Advisers “Adviser Act"”) (and will continue to be so registered for so long as this Agreement remains in effect) or exempt from registration under the Advisers Adviser Act; ; (iib) It is not prohibited by the 1940 Act or the Advisers Adviser Act from performing the services contemplated by this Agreement; ; (iiic) It has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement; and and (ivd) It will promptly notify the Trust of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser Adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.

REPRESENTATIONS OF ADVISER. The Adviser represents and warrants that: (i) it is either registered as an investment adviser under the Investment Advisers Act of 1940, as amended ("“Advisers Act"”) (and will continue to be so registered for so long as this Agreement remains in effect) or exempt from registration under the Advisers Act; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement; and (iv) will promptly notify the Trust of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.

REPRESENTATIONS OF ADVISER. The Adviser represents and warrants to the Trust that: : (ia) it It is either registered as an investment adviser under the Investment Advisers Act of 1940, as amended ("Advisers Act") (and will continue to be so registered for so long as this Agreement remains in effect) or exempt from registration under the Advisers Act; ; (iib) It is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; ; (iiic) It has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement; and and (ivd) It will promptly notify the Trust of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.

REPRESENTATIONS OF ADVISER. The Adviser represents and warrants that: that (i) it is either registered as an investment adviser under the Investment Advisers Act of 1940, as amended ("Advisers Act") (and will continue to be so registered for so long as this Agreement remains in effect) or exempt from registration under the Advisers Act; , (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; , (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement; , and (iv) will promptly notify the Trust of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.

REPRESENTATIONS OF ADVISER. The Adviser represents and warrants that: (i) it is either registered as an investment adviser under the Investment Advisers Act of 1940, as amended ("“Advisers Act"”) (and will continue to be so registered for so long as this Agreement remains in effect) or exempt from registration under the Advisers Act; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement; and (iv) will promptly notify the Trust Fund of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.

REPRESENTATIONS OF ADVISER. The Adviser represents and warrants that: that (i) it is either registered as an investment adviser under the Investment Advisers Act of 1940, as amended ("Advisers Act") (and will continue to be so registered for so long as this Agreement remains in effect) or exempt from registration under the Advisers Act; , (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; , (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement; , and (iv) will promptly notify the Trust Corporation of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.

REPRESENTATIONS OF ADVISER. The Adviser represents and warrants to the Subadviser that: : (ia) it It is either registered as an investment adviser under the Investment Advisers Act of 1940, as amended ("“Advisers Act"”) (and will continue to be so registered for so long as this Agreement remains in effect); (b) or exempt from registration under the Advisers Act; (ii) It is not prohibited by the 1940 Act or the Advisers Act from performing acting as an adviser to the services contemplated by this Agreement; Trust; (iiic) It has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any self-regulatory agency, necessary to be met by the Adviser in order to perform to act as an adviser to the services contemplated by this AgreementTrust; and and (ivd) It will promptly notify the Trust Subadviser of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwiseother applicable law, rule or regulation.

REPRESENTATIONS OF ADVISER. The Adviser represents and warrants that: (i) it is either registered as an investment adviser under the Investment Advisers Act of 1940, as amended ("Advisers Act") (and will continue to be so registered for so long as this Agreement remains in effect) or exempt from registration under the Advisers Act); (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement; and (iv) will promptly notify the Trust of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.

REPRESENTATIONS OF ADVISER. The Adviser represents and warrants that: (i) it is either registered as an investment adviser Adviser under the Investment Advisers Act of 1940, as amended ("“Advisers Act"”) (and will continue to be so registered for so long as this Agreement remains in effect) or exempt from registration under the Advisers Act); (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement; and (iv) will promptly notify the Trust of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.

REPRESENTATIONS OF ADVISER. The Adviser represents and warrants to the Subadviser that: : (ia) it It is either registered as an investment adviser under the Investment Advisers Act of 1940Act, as amended ("Advisers Act") (and will continue to be so registered for so long as this Agreement remains in effect); (b) or exempt from registration under the Advisers Act; (ii) It is not prohibited by the 1940 Act or the Advisers Act from performing acting as an adviser to the services contemplated by this Agreement; Trust; (iiic) It has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any self-regulatory agency, necessary to be met by the Adviser in order to perform to act as an adviser to the services contemplated by this AgreementTrust; and and (ivd) It will promptly notify the Trust Subadviser of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwiseother applicable law, rule or regulation.

REPRESENTATIONS OF ADVISER. The Adviser represents and warrants that: (i) it is either registered as an investment adviser under the Investment Advisers Act of 1940, as amended ("Advisers Act") (and will continue to be so registered for so long as this Agreement remains in effect) or exempt from registration under the Advisers Act; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement; and (iv) will promptly notify the Trust Fund of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.

REPRESENTATIONS OF ADVISER. The Adviser represents and warrants to the Subadviser that: : (ia) it It is either registered as an investment adviser under the Investment Advisers Act of 1940, as amended ("Advisers Act") (and will continue to be so registered for so long as this Agreement remains in effect); (b) or exempt from registration under the Advisers Act; (ii) It is not prohibited by the 1940 Act or the Advisers Act from performing acting as an adviser to the services contemplated by this Agreement; Trust; (iiic) It has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any self-regulatory agency, necessary to be met by the Adviser in order to perform to act as an adviser to the services contemplated by this AgreementTrust; and and (ivd) It will promptly notify the Trust Subadviser of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwiseother applicable law, rule or regulation.

REPRESENTATIONS OF ADVISER. The Adviser represents and warrants that: (i) it is either registered as an investment adviser under the Investment Advisers Act of 1940, as amended ("“Advisers Act"”) (and will continue to be so registered for so long as this Agreement remains in effect) or exempt from registration under the Advisers Act); (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement; and (iv) will promptly notify the Trust of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.

REPRESENTATIONS OF ADVISER. The Adviser represents and warrants to the Trust that: : (ia) it It is either registered as an investment adviser Investment Adviser under the Investment Advisers Adviser Act of 1940, as amended ("Advisers Act") (and will continue to be so registered for so long as this Agreement remains in effect) or exempt from registration under the Advisers Adviser Act; ; (iib) It is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; ; (iiic) It has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement; and and (ivd) It will promptly notify the Trust of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser Adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.