Common use of REPRESENTATIONS OF ADVISER Clause in Contracts

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and agrees that: (a) The Adviser has been duly authorized by the Board of Trustees of the Trust to delegate to the Sub-Adviser the provision of investment services to the Fund Account as contemplated hereby. (b) The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Contract remains in effect; (ii) is not prohibited by the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Contract; (iii) has met and will seek to continue to meet for so long as this Contract remains in effect, 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 contemplated by this Contract; (iv) has the authority to enter into and perform the services contemplated by this Contract; and (v) will promptly notify the Sub-Adviser 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, warrants and agrees that: (a) The Adviser has been duly authorized by the Board of Trustees of the Trust to delegate to the Sub-Adviser the provision of investment services to the Fund Account as contemplated hereby. (b) The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Contract remains in effect; (ii) is not prohibited by the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Contract; (iii) has met and will seek to continue to meet for so long as this Contract remains in effect, 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 contemplated by this Contract; (iv) has the authority to enter into and perform the services contemplated by this Contract; and (v) will promptly notify the Sub-Adviser 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, represents and warrants and agrees thatas follows: (a) The Adviser has been duly authorized by the Board of Trustees of the Trust to delegate to the Sub-Adviser the provision of investment services to the Fund Account as contemplated hereby. (b) The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Contract Agreement remains in effect; (ii) is not prohibited by the 1940 Act, Act or the Advisers Act or other law, regulation or order from performing the services contemplated by this ContractAgreement; (iii) has met and will seek to continue to meet for so long as this Contract Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-self- regulatory agency necessary to be met in order to perform the services contemplated by this ContractAgreement; (iv) has the authority to enter into and perform the services contemplated by this ContractAgreement; and (v) will promptly notify the Sub-Adviser 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. (b) Adviser agrees that neither it nor any of its affiliates will in any way refer directly or indirectly to its relationship with Sub-Adviser, or any of its affiliates in offering, marketing, or other promotional materials without the prior written consent of Sub- Adviser, which consent shall not be unreasonably withheld.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants warrants, and agrees thatas follows: (a) The Adviser has been duly authorized by the Board of Trustees of the Trust to delegate to the Sub-Adviser the provision of investment services to the Fund Account as contemplated hereby.A. Adviser (b) The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Contract Agreement remains in effect; (ii) is not prohibited by the 1940 Act, Act or the Advisers Act or other law, regulation or order from performing the services contemplated by this ContractAgreement; (iii) has met met, and will seek to continue to meet for so long as this Contract Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency agency, necessary to be met in order to perform the services contemplated by this ContractAgreement; (iv) has the authority to enter into and perform the services contemplated by this ContractAgreement; and (v) will promptly immediately notify the Sub-Adviser adviser 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; B. The Adviser and the Fund have duly entered into this Agreement pursuant to which the Board authorized the Adviser to enter into this Agreement; and C. The Adviser will take such steps as are necessary to ensure that the Portfolio’s shares are duly authorized and registered for sale to the extent that such shares are offered for sale.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants and agrees that: : (a) The Adviser has been duly authorized by the Board of Trustees of the Trust to delegate to the Sub-Adviser the provision of investment services to the Fund Account as contemplated hereby. . (b) The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Contract remains in effect; (ii) is not prohibited by the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Contract; (iii) has met and will seek to continue to meet for so long as this Contract remains in effect, 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 contemplated by this Contract; (iv) has the authority to enter into and perform the services contemplated by this Contract; and (v) will promptly notify the Sub-Adviser 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.