Common use of REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE ADVISER Clause in Contracts

REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE ADVISER. The Adviser represents, warrants and agrees that: (a) The Adviser has been duly authorized by the Board of Trustees of the Funds to delegate to the Sub-Adviser the provision of investment services to the Funds as contemplated hereby. (b) The Adviser is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (i) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (ii) has met, and will 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 regulatory or industry self-regulatory organization, necessary in order to perform the services contemplated by this Agreement; (iii) has the authority to enter into and perform the services contemplated by this Agreement; and (iv) will immediately notify the other party to the Agreement of the occurrence of any event that would disqualify it from serving as an investment adviser of any investment company pursuant to Section 9(a) of the 1940 Act or otherwise. (c) The Adviser represents and warrants that the Trust (including the Funds) is duly registered as an open-end investment company under the 1940 Act and shall promptly notify the Sub-Adviser if the Trust (including the Funds) is no longer so registered or covered by an applicable exemption from registration.

REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE ADVISER. The Adviser represents, warrants and agrees that: (a) a. The Adviser has been duly authorized by the Board of Trustees of the Funds Fund to delegate to the Sub-Adviser the provision of investment services to the Funds Series Account as contemplated hereby. (b) b. The Adviser is currently in compliance and shall continue to comply with the requirements imposed upon the Adviser by applicable law and regulations. c. The Adviser is registered as an "investment adviser adviser" under the Investment Advisers Act of 1940 ("Advisers Act") and will continue to be so registered for so long as this Agreement remains in effect; (i) is not prohibited by . d. The Fund and the 1940 Act Advisor acknowledge and agree that the Sub-Advisor shall have no supervisory responsibilities with respect to any anti-money laundering program or efforts on behalf of the Fund or the Advisers Act from performing the services contemplated by this Agreement; (ii) has met, and will 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 regulatory or industry self-regulatory organization, necessary in order to perform the services contemplated by this Agreement; (iii) Series. e. The Adviser has the authority to enter into and perform the services contemplated by this Agreement; Agreement and (iv) will immediately promptly notify the other party to the Agreement Sub-Adviser of the occurrence of any event that would disqualify it from serving as an investment adviser of any investment company pursuant to Section 9(a) of the 1940 Act or otherwise. (c) f. The Adviser represents and warrants that the Trust (including the Funds) Fund is duly registered as an open-end investment company under the 1940 Act and shall promptly notify the Sub-Adviser if the Trust (including the Funds) Fund is no longer so registered or covered by an applicable exemption from registration.

REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE ADVISER. The Adviser represents, warrants and agrees that: (a) a. The Adviser has been duly authorized by the Board of Trustees of the Funds Fund to delegate to the Sub-Adviser the provision of investment services to the Funds Portfolio Account as contemplated hereby. (b) b. The Adviser is currently in compliance and shall continue to comply with the requirements imposed upon the Adviser by applicable law and regulations. c. The Adviser is registered as an "investment adviser adviser" under the Investment Advisers Act of 1940 ("Advisers Act") and will continue to be so registered for so long as this Agreement remains in effect; (i) is not prohibited by . d. The Fund and the 1940 Act Advisor acknowledge and agree that the Sub-Advisor shall have no supervisory responsibilities with respect to any anti-money laundering program or efforts on behalf of the Fund or the Advisers Act from performing the services contemplated by this Agreement; (ii) has met, and will 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 regulatory or industry self-regulatory organization, necessary in order to perform the services contemplated by this Agreement; (iii) Portfolio. e. The Adviser has the authority to enter into and perform the services contemplated by this Agreement; Agreement and (iv) will immediately promptly notify the other party to the Agreement Sub-Adviser of the occurrence of any event that would disqualify it from serving as an investment adviser of any investment company pursuant to Section 9(a) of the 1940 Act or otherwise. (c) f. The Adviser represents and warrants that the Trust (including the Funds) Fund is duly registered as an open-end investment company under the 1940 Act and shall promptly notify the Sub-Adviser if the Trust (including the Funds) Fund is no longer so registered or covered by an applicable exemption from registration.

REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE ADVISER. The Adviser represents, warrants and agrees that: (a) The Adviser has been duly authorized by the Board of Trustees of the Funds Fund to delegate to the Sub-Adviser the provision of investment services to the Funds Fund as contemplated hereby. (b) The Adviser is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (iii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iiiii) has met, and will 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 regulatory or industry self-regulatory organization, necessary in order to perform the services contemplated by this Agreement; (iiiiv) has the authority to enter into and perform the services contemplated by this Agreement; and (ivv) will immediately notify the other party to the Agreement of the occurrence of any event that would disqualify it from serving as an investment adviser of any investment company pursuant to Section 9(a) of the 1940 Act or otherwise. (c) The Adviser represents and warrants that the Trust (including the FundsFund) is duly registered as an open-end investment company under the 1940 Act and shall promptly notify the Sub-Adviser if the Trust (including the FundsFund) is no longer so registered or covered by an applicable exemption from registration.

REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE ADVISER. The Adviser represents, warrants and agrees that: (a) The Adviser has been duly authorized by the Board of Trustees of the Funds to delegate to the Sub-Adviser the provision of investment services to the Funds as contemplated hereby. (b) The Adviser is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (iii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iiiii) has met, and will 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 regulatory or industry self-regulatory organization, necessary in order to perform the services contemplated by this Agreement; (iiiiv) has the authority to enter into and perform the services contemplated by this Agreement; and (ivv) will immediately notify the other party to the Agreement of the occurrence of any event that would disqualify it from serving as an investment adviser of any investment company pursuant to Section 9(a) of the 1940 Act or otherwise. (c) The Adviser represents and warrants that the Trust (including the Funds) is duly registered as an open-end investment company under the 1940 Act and shall promptly notify the Sub-Adviser if the Trust (including the Funds) is no longer so registered or covered by an applicable exemption from registration.