Common use of Representations, Warranties and Covenants of the Adviser Clause in Contracts

Representations, Warranties and Covenants of the Adviser. The Adviser represents and warrants to, and covenants with, the Sub-Adviser and the Fund as follows: (a) The Adviser shall be registered as an investment adviser under the Advisers Act as of the Effective Date and shall maintain such registration; (b) The Adviser is a 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 and carry on its business as it is now being conducted; (c) 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; (d) 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 (e) The Adviser shall comply in all material respects with all requirements applicable to an investment adviser to a registered investment company like the Fund under the Advisers Act, including Rule 206(4)-7 thereunder, and the 1940 Act.

Representations, Warranties and Covenants of the Adviser. The Adviser represents and warrants to, and covenants with, the Sub-Adviser and the Fund as follows: (a) The Adviser shall be registered as an investment adviser under the Advisers Act as of the Effective Date and shall maintain such registration; (b) The Adviser is a 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 and carry on its business as it is now being conducted; (c) 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 further 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) 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; (e) The Adviser shall comply in all material respects with all requirements applicable to an investment adviser to a registered investment company like the Fund under the Advisers Act, including provisions of Federal Securities Laws as defined in Rule 206(4)-7 thereunder, and 38a-1(e)(1) of the 1940 ActAct and rules and regulations of the SEC and, in addition, will conduct its activities under this Agreement in accordance with any applicable laws and regulations of any governmental authority pertaining to its investment advisory activities. The Adviser shall notify the Sub-Adviser of a change in control of the Adviser within a reasonable time after such change. The Adviser will also fully cooperate in any regulatory investigation, examination, or inspection of the Fund.

Representations, Warranties and Covenants of the Adviser. The Adviser represents and warrants to, and covenants with, the Sub-Adviser and the Fund as follows: (a) The Adviser shall be registered as an investment adviser under the Advisers Act as of the Effective Date and shall maintain such registration; (b) The Adviser is a 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 and carry on its business as it is now being conducted; (c) 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; (d) 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 (e) The Adviser shall comply in all material respects with all requirements applicable to an investment adviser to a registered investment company like the Fund under the Advisers Act, including provisions of Federal Securities Laws as defined in Rule 206(4)-7 thereunder, and 38a-1(e)(1) of the 1940 ActAct and rules and regulations of the SEC and, in addition, will conduct its activities under this Agreement in accordance with any applicable laws and regulations of any governmental authority pertaining to its investment advisory activities. The Adviser shall notify the Sub-Adviser of a change in control of the Adviser within a reasonable time after such change. The Adviser will also fully cooperate in any regulatory investigation, examination, or inspection of the Fund.

Representations, Warranties and Covenants of the Adviser. The Adviser represents and warrants to, and covenants with, the Sub-Adviser and the Fund as follows: (a) The Adviser shall be is registered as an investment adviser under the Advisers Act as of the Effective Date and shall maintain such registration; (b) The Adviser is a 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 and carry on its business as it is now being conducted; (c) 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; (d) The Adviser and the Fund Trust, on behalf of the Fund, have duly entered into the Advisory Agreement pursuant to which the Fund Trust authorized the Adviser to enter into this Agreement; and (e) The Adviser shall comply in all material respects with all requirements applicable to an investment adviser to a registered investment company like the Fund under the Advisers Act, including provisions of Federal Securities Laws as defined in Rule 206(4)-7 thereunder, and 38a-1(e)(1) of the 1940 ActAct and rules and regulations of the SEC and, in addition, will conduct its activities under this Agreement in accordance with any applicable laws and regulations of any governmental authority pertaining to its investment advisory activities. The Adviser shall notify the Sub-Adviser of a change in control of the Adviser within a reasonable time after such change. The Adviser will also fully cooperate in any regulatory investigation, examination, or inspection of the Fund.