Common use of The Sub-Adviser’s Representations Clause in Contracts

The Sub-Adviser’s Representations. The Sub-Adviser represents, warrants and agrees that it has all requisite power and authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement. The Sub-Adviser represents, warrants and agrees that it is registered as an adviser under the Advisers Act. The Sub-Adviser further warrants that it shall: 1) use its best judgment and efforts in rendering the advice and services to the Fund as contemplated by this Agreement; 2) maintain all licenses and registrations necessary to perform its duties hereunder in good order; 3) in providing its services hereunder, conduct its operations at all times in conformance with the Advisers Act and the 1940 Act, and any rules and regulations adopted thereunder; any other applicable state or federal law, and any rules and regulations adopted thereunder; and any applicable self-regulatory organization regulations; 4) in providing its services hereunder, conduct its operations at all times in conformance with Subchapter M, and any provisions as may become applicable, of the Internal Revenue Code of 1986, and any rules and regulations adopted thereunder; and 5) maintain errors and omissions insurance in an amount at least equal to that disclosed to the Trust’s Board in connection with its approval of this Agreement, unless a different amount is thereafter approved or consented to by the Board.

The Sub-Adviser’s Representations. The Sub-Adviser represents, warrants and agrees that (i) it has all requisite power and authority to enter into and perform its obligations under this Agreement, and ; (ii) it has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement. The Sub-Adviser represents; (iii) neither it nor any "affiliated person" of it, warrants and agrees as such term is defined in Section 2(a)(3) of the 1940 Act, is subject to any disqualification that would make it unable to serve as an investment adviser to a registered investment company under Section 9 of the 1940 Act; (iv) it is duly registered as an adviser under the Advisers Act; and (v) except as otherwise specified herein, it will not delegate any obligation assumed pursuant to this Agreement to any third party without first obtaining the written consent of the Fund and the Adviser. The Sub-Adviser further warrants represents, warrants, and agrees that it shall: 1(i) use Use its best judgment and efforts in rendering the advice and services to the Trust and Fund as contemplated by this Agreement; 2(ii) maintain Maintain all licenses and registrations necessary to perform its duties hereunder in good order; 3(iii) in providing its services hereunder, conduct Conduct its operations at all times in conformance with the Advisers Act and Act, the 1940 Act, and any rules and regulations adopted thereunder; any other applicable state or federal law, and any rules and regulations adopted thereunder; and any applicable and/or self-regulatory organization regulations; 4) in providing its services hereunder, conduct its operations at all times in conformance with Subchapter M, and any provisions as may become applicable, of the Internal Revenue Code of 1986, and any rules and regulations adopted thereunder; and 5(iv) maintain Maintain errors and omissions insurance coverage in an appropriate amount at least equal to that disclosed and shall provide written notice to the Trust’s Board Trust (i) of any material changes in connection its insurance policies or insurance coverage; or (ii) if any material claims will be made on its insurance policies. Furthermore, the Sub-Adviser shall, upon reasonable request, provide the Trust with its approval any information it may reasonably require concerning the amount of this Agreement, unless a different amount is thereafter approved or consented to by the Boardscope of such insurance.

The Sub-Adviser’s Representations. The Sub-Adviser represents, warrants and agrees that (i) it has all requisite power and authority to enter into and perform its obligations under this Agreement, and ; (ii) it has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement. The Sub-Adviser represents; (iii) neither it nor any affiliated person of it, warrants and agrees as such term is defined in Section 2(a)(3) of the 1940 Act (“affiliated person”), is subject to any disqualification that would make it unable to serve as an investment adviser to a registered investment company under Section 9 of the 1940 Act; (iv) it is duly registered as an adviser under the Advisers Act; and (v) except as otherwise specified herein, it will not delegate any obligation assumed pursuant to this Agreement to any third party without first obtaining the written consent of the Fund and the Adviser. The Sub-Adviser further warrants represents, warrants, and agrees that it shall: 1(i) use Use its best judgment and efforts in rendering the advice and services to the Trust and Fund as contemplated by this Agreement; 2(ii) maintain Maintain all licenses and registrations necessary to perform its duties hereunder in good order; 3(iii) in providing its services hereunder, conduct Conduct its operations at all times in conformance with the Advisers Act and Act, the 1940 Act, and any rules and regulations adopted thereunder; any other applicable state or federal law, and any rules and regulations adopted thereunder; and any applicable and/or self-regulatory organization regulations; 4) in providing its services hereunder, conduct its operations at all times in conformance with Subchapter M, and any provisions as may become applicable, of the Internal Revenue Code of 1986, and any rules and regulations adopted thereunder; and 5(iv) maintain Maintain errors and omissions insurance in an amount at least equal to that disclosed coverage and shall provide written notice to the Trust’s Board Trust of any material adverse modifications or changes in connection its insurance policies or insurance coverage. Furthermore, the Sub-Adviser shall, upon reasonable request, provide the Trust with its approval a certificate of this Agreement, unless a different insurance concerning the amount is thereafter approved of or consented to by the Boardscope of such insurance.

The Sub-Adviser’s Representations. The Sub-Adviser represents, warrants and agrees that it has all requisite power and authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement. The Sub-Adviser represents, warrants and agrees that it is registered as an adviser under the Advisers Act. The Sub-Adviser further warrants that it shall: 1) use its best judgment and efforts in rendering the advice and services to the Fund as contemplated by this Agreement; 2) maintain all licenses and registrations necessary to perform its duties hereunder in good order; 3) in providing its services hereunder, conduct its operations at all times in conformance with the Advisers Act and the 1940 Act, and any rules and regulations adopted thereunder; any other applicable state or federal law, and any rules and regulations adopted thereunder; and any applicable self-regulatory organization regulations; 4) in providing its services hereunder, conduct its operations at all times in conformance with Subchapter M, and any provisions as may become applicable, of the Internal Revenue Code of 1986, as amended, and any rules and regulations adopted thereunder; and 5) Until termination of this Agreement, Sub-Advisor shall maintain errors and omissions insurance in an amount at least equal to that disclosed to the Trust’s Board in connection with its approval of this Agreement, unless a different amount is thereafter approved or consented to by the Board.

The Sub-Adviser’s Representations. The Sub-Adviser represents, warrants and agrees that (i) it has all requisite power and authority to enter into and perform its obligations under this Agreement, and ; (ii) it has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement. The Sub-Adviser represents; (iii) neither it nor any affiliated person of it, warrants and agrees as such term is defined in Section 2(a)(3) of the 1940 Act (“affiliated person”), is subject to any disqualification that would make it unable to serve as an investment adviser to a registered investment company under Section 9 of the 1940 Act; (iv) it is duly registered as an adviser under the Advisers Act; and (v) except as otherwise specified herein or as otherwise agreed in a separate writing between Adviser and Sub-Adviser, it will not delegate any obligation assumed pursuant to this Agreement to any third party without first obtaining the written consent of each Fund and the Adviser. The Sub-Adviser further warrants represents, warrants, and agrees that it shall: 1(i) use Use its best judgment and efforts in rendering the advice and services to the Fund Trust and the Funds as contemplated by this Agreement; 2(ii) maintain Maintain all licenses and registrations necessary to perform its duties hereunder in good order; 3(iii) in providing its services hereunder, conduct Conduct its operations at all times in conformance with the Advisers Act and Act, the 1940 Act, and any rules and regulations adopted thereunder; any other applicable state or federal law, and any rules and regulations adopted thereunder; and any applicable and/or self-regulatory organization regulations; 4) in providing its services hereunder, conduct its operations at all times in conformance with Subchapter M, and any provisions as may become applicable, of the Internal Revenue Code of 1986, and any rules and regulations adopted thereunder; and 5(iv) maintain Maintain errors and omissions insurance coverage in an appropriate amount at least equal to that disclosed and shall provide written notice to the Trust’s Board Trust of any material changes in connection its insurance policies or insurance coverage, solely to the extent any such changes materially impact the Fund. Furthermore, the Sub-Adviser shall, upon reasonable request, provide the Trust with a certificate evidencing its approval of this Agreement, unless a different amount is thereafter approved or consented to by the Boardinsurance coverage.

The Sub-Adviser’s Representations. The Sub-Adviser represents, warrants and agrees that it has all requisite power and authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement. The Sub-Adviser represents, warrants and agrees that it is registered as an investment adviser under the Advisers Act. The Sub-Adviser further warrants that it shall: 1) use its best judgment and efforts in rendering the advice and services to the Fund as contemplated by this Agreement; 2) maintain all licenses and registrations necessary to perform its duties hereunder in good order; 3) in providing its services hereunder, conduct its operations at all times in conformance with the Advisers Act and the 1940 Act, and any rules and regulations adopted thereunder; any other applicable state or federal law, and any rules and regulations adopted thereunder; and any applicable self-regulatory organization regulations; 4) in providing its services hereunder, conduct its operations at all times in conformance with Subchapter M, and any provisions as may become applicable, of the Internal Revenue Code of 1986, and any rules and regulations adopted thereunder; and 5) maintain errors and omissions insurance in an amount at least equal to that disclosed to the Trust’s Board in connection with its approval of this Agreement, unless a different amount is thereafter approved or consented to by the Board.