Common use of Adviser Clause in Contracts

Adviser. The Adviser represents and warrants to the Subadviser that: (i) the retention of the Subadviser by the Adviser as contemplated by this Agreement is authorized by the respective governing documents of the Trust and the Adviser; (ii) the execution, delivery and performance of each of this Agreement and the Advisory Agreement does not violate any obligation by which the Trust or the Adviser or their respective property is bound, whether arising by contract, operation of law or otherwise; (iii) each of this Agreement and the Advisory Agreement has been duly authorized by appropriate action of the Trust and the Adviser and when executed and delivered by the Adviser will be a legal, valid and binding obligation of the Fund, the Trust and the Adviser, enforceable against the Trust and the Adviser in accordance with its terms, subject, as to enforcement, to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or law); (iv) the Adviser is registered as an investment adviser under the Advisers Act; (v) the Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and that the Adviser and certain of its employees, officers and directors are subject to reporting requirements thereunder; (vi) the Adviser is not prohibited by the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; and (vii) the Adviser will promptly notify the Subadviser of the occurrence of any event that would disqualify the Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.

Adviser. The Adviser represents and warrants to the Subadviser that: that (i) the retention of the Subadviser by the Adviser as contemplated by this Agreement is authorized by the respective governing documents of the Trust and the Adviser; (ii) the execution, delivery and performance of each of this Agreement and the Investment Advisory Agreement does not violate any obligation by which the Trust or the Adviser or their respective property is bound, whether arising by contract, operation of law or otherwise; (iii) each of this Agreement and the Investment Advisory Agreement has been duly authorized by appropriate action of the Trust and the Adviser and when executed and delivered by the Adviser will be a legal, valid and binding obligation of the Fund, the Trust and the Adviser, enforceable against the Trust and the Adviser in accordance with its terms, subject, as to enforcement, to applicable bankruptcy, insolvency and similar laws affecting creditors’ ' rights generally and to general equitable principles (regardless of whether enforcement is sought in a proceeding - 6 - in equity or law); (iv) the Adviser is registered as an investment adviser under the Advisers Act; (v) the Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and that the Adviser and certain of its employees, officers and directors are subject to reporting requirements thereunder; (vi) the Adviser is not prohibited by the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; and (vii) the Adviser will promptly notify the Subadviser of the occurrence of any event that would disqualify the Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; and (viii) Adviser and/or its affiliates have adopted and use their best efforts to enforce their policies to identify and prevent investors in the Fund from market timing the purchase and sale of the Fund's shares or engaging in arbitrage activity to the detriment of long-term investors in the Fund.

Adviser. The Adviser represents and warrants to the Subadviser that: that (i) the retention of the Subadviser by the Adviser as contemplated by this Agreement is authorized by the respective governing documents of the Trust and the Adviser; (ii) the execution, delivery and performance of each of this Agreement and the Investment Advisory Agreement does not violate any obligation by which the Trust or the Adviser or their respective property is bound, whether arising by contract, operation of law or otherwise; (iii) each of this Agreement and the Investment Advisory Agreement has been duly authorized by appropriate action of the Trust and the Adviser and when executed and delivered by the Adviser will be a legal, valid and binding obligation of the Fund, the Trust and the Adviser, enforceable against the Trust and the Adviser in accordance with its terms, subject, as to enforcement, to applicable bankruptcy, insolvency and similar laws affecting creditors’ ' rights generally and to general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or law); (iv) the Adviser is registered as an investment adviser under the Advisers Act; (v) the Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and that the Adviser and certain of its employees, officers and directors are subject to reporting requirements thereunder; (vi) the Adviser is not prohibited by the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; and (vii) the Adviser will promptly notify the Subadviser of the occurrence of any event that would disqualify the Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; and (viii) Adviser and/or its affiliates have adopted and use their best efforts to enforce their policies to identify and prevent investors in the Fund from market timing the purchase and sale of the Fund's shares or engaging in arbitrage activity to the detriment of long-term investors in the Fund.

Adviser. The Adviser represents and warrants to the Subadviser that: (i) the retention of the Subadviser by the Adviser as contemplated by this Agreement is authorized by the respective governing documents of the Trust and the Adviser; (ii) the execution, delivery and performance of each of this Agreement and the Advisory Agreement does not violate any obligation by which the Trust or the Adviser or their respective property is bound, whether arising by contract, operation of law or otherwise; (iii) each of this Agreement and the Advisory Agreement has been duly authorized by appropriate action of the Trust and the Adviser and when executed and delivered by the Adviser will be a legal, valid and binding obligation of the Fund, the Trust and the Adviser, enforceable against the Trust and the Adviser in accordance with its terms, subject, as to enforcement, to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or law); (iv) the Adviser is registered as an investment adviser under the Advisers Act; (v) the Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and that the Adviser and certain of its employees, officers and directors are subject to reporting requirements thereunder; (vi) the Adviser is not prohibited by the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; and (vii) the Adviser will promptly notify the Subadviser of the occurrence of any event that would disqualify the Adviser from serving as investment manager of an investment company pursuant to Section 9(a) 9 of the 1940 Act or otherwise.

Adviser. The Adviser represents and warrants to the Subadviser that: (i) the retention of the Subadviser by the Adviser as contemplated by this Agreement is authorized by the respective governing documents of the Trust and the Adviser; (ii) the execution, delivery and performance of each of this Agreement and the Advisory Agreement does not violate any obligation by which the Trust or the Adviser or their respective property is bound, whether arising by contract, operation of law or otherwise; (iii) each of this Agreement and the Advisory Agreement has been duly authorized by appropriate action of the Trust and the Adviser and when executed and delivered by the Adviser will be a legal, valid and binding obligation of the Fund, the Trust and the Adviser, enforceable against the Trust and the Adviser in accordance with its terms, subject, as to enforcement, to applicable bankruptcy, insolvency and similar laws affecting creditors’ ' rights generally and to general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or law); (iv) the Adviser is registered as an investment adviser under the Advisers Act; (v) the Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and that the Adviser and certain of its employees, officers and directors are subject to reporting requirements thereunder; (vi) the Adviser is not prohibited by the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; and (vii) the Adviser will promptly notify the Subadviser of the occurrence of any event that would disqualify the Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.

Adviser. The Adviser represents and warrants to the Subadviser that: (i) the retention of the Subadviser by the Adviser as contemplated by this Agreement is authorized by the respective governing documents of the Trust and the Adviser; (ii) the execution, delivery and performance of each of this Agreement and the Advisory Agreement does not violate any obligation by which the Trust or the Adviser or their respective property is bound, whether arising by contract, operation of law or otherwise; (iii) each of this Agreement and the Advisory Agreement has been duly authorized by appropriate action of the Trust and the Adviser and when executed and delivered by the Adviser will be a legal, valid and binding obligation of the a Fund, the Trust and the Adviser, enforceable against the Trust and the Adviser in accordance with its terms, subject, as to enforcement, to applicable bankruptcy, insolvency and similar laws affecting creditors’ ' rights generally and to general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or law); (iv) the Adviser is registered as an investment adviser under the Advisers Act; (v) the Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and that the Adviser and certain of its employees, officers and directors are subject to reporting requirements thereunder; (vi) the Adviser is not prohibited by the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; and (vii) the Adviser will promptly notify the Subadviser of the occurrence of any event that would disqualify the Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.

Adviser. The Adviser represents and warrants to the Subadviser that: that (i) the retention of the Subadviser by the Adviser as contemplated by this Agreement is authorized by the respective governing documents of the Trust and the Adviser; (ii) the execution, delivery and performance of each of this Agreement and the Investment Advisory Agreement does not violate any obligation by which the Trust or the Adviser or their respective property is bound, whether arising by contract, operation of law or otherwise; (iii) each of this Agreement and the Investment Advisory Agreement has been duly authorized by appropriate action of the Trust and the Adviser and when executed and delivered by the Adviser will be a legal, valid and binding obligation of the Fund, the Trust and the Adviser, enforceable against the Trust and the Adviser in accordance with its terms, subject, as to enforcement, to applicable bankruptcy, insolvency and similar laws affecting creditors’ ' rights generally and to general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or law); (iv) the Adviser is registered as an investment adviser under the Advisers Act; (v) the Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and that the Adviser and certain of its employees, officers and directors are subject to reporting requirements NTAC:3NS-20 thereunder; (vi) the Adviser is not prohibited by the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; and (vii) the Adviser will promptly notify the Subadviser of the occurrence of any event that would disqualify the Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; and (viii) Adviser and/or its affiliates have adopted and use their best efforts to enforce their policies to identify and prevent investors in the Fund from market timing the purchase and sale of the Fund's shares or engaging in arbitrage activity to the detriment of long-term investors in the Fund.