Common use of Representations and Warranties of Sub-Adviser Clause in Contracts

Representations and Warranties of Sub-Adviser. Sub-Adviser represents, warrants and agrees that it is registered with the Securities and Exchange Commission under the Advisers Act. Sub-Adviser will notify Adviser immediately if Sub-Adviser ceases to be so registered as an investment adviser. Sub-Adviser: (a) is duly organized and validly existing under the laws of the state of its organization with the power to own and possess its assets and carry on its business as it is now being conducted, (b) has the authority to enter into and perform the services contemplated by this Agreement, (c) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement, (d) has met, and will continue to seek to meet for the duration of this Agreement, any other applicable federal or state requirements, and the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform its services under this Agreement, (e) will promptly notify the Fund of the occurrence of any event that would disqualify it from serving as an investment adviser to an investment company pursuant to Section 9(a) of the 1940 Act, and (f) will notify the Fund of any change in the controlling shareholders of the Sub-Adviser, or any change in ownership constituting an “assignment” for purposes of the 1940 Company Act, within a reasonable time after such change. In addition, Sub-Adviser represents that it has provided Adviser and the Fund with a copy of Sub-Adviser’s Form ADV Part II. Sub-Adviser will furnish Adviser from time to time with copies of all material amendments to its Form ADV, if any.

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents, represents and warrants to the Adviser and agrees that it the Fund as follows: (a) The Sub-Adviser is registered with the Securities and Exchange Commission as an investment adviser under the Advisers Act. ; (b) The Sub-Adviser will notify Adviser immediately if is registered as a Commodity Trading Advisor under the Commodity Exchange Act, as amended (the "CEA"), with the Commodity Futures Trading Commission (the "CFTC"), or is not required to file such registration; (c) The Sub-Adviser ceases to be so registered as an investment adviser. Sub-Adviser: (a) is a corporation duly organized and validly existing operating under the laws of the state State of its organization Delaware with the power to own and possess its assets and carry on its business as it is now being conducted, (b) has the authority conducted and as proposed to enter into and perform the services contemplated by this Agreement, (c) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement, be conducted hereunder; (d) has metThe execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub- Adviser's powers and have been duly authorized by all necessary actions of its directors or shareholders, and will continue to seek to meet no action by, or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for execution, delivery and performance by the duration Sub-Adviser of this Agreement, any other applicable federal or state requirements, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a violation of, or a material default under, (i) any provision of applicable requirements of law, rule or regulation, (ii) the Sub-Adviser's governing instruments, or (iii) any regulatory agreement, judgment, injunction, order, decree or industry selfother instrument binding upon the Sub-regulatory agency, necessary to be met in order to perform its services under this Agreement, Adviser; and (e) will promptly notify the Fund of the occurrence of any event that would disqualify it from serving as an investment adviser to an investment company pursuant to Section 9(a) of the 1940 Act, and (f) will notify the Fund of any change in the controlling shareholders The Form ADV of the Sub-Adviser, or any change in ownership constituting an “assignment” for purposes of Adviser provided to the 1940 Company Act, within a reasonable time after such change. In addition, Sub-Adviser represents that it has provided Adviser and the Fund with is a true and complete copy of Sub-Adviser’s the form, including that part or parts of the Form ADV Part II. Sub-Adviser will furnish Adviser from time filed with the SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to time with copies of clients, in each case as required under the Advisers Act and rules thereunder, and the information contained therein is accurate and complete in all material amendments respects and does not omit to its Form ADVstate any material fact necessary in order to make the statements made, if anyin light of the circumstances under which they were made, not misleading. 7.

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents, represents and warrants to the Adviser and agrees that it the Funds as follows: (a) The Sub-Adviser is registered with the Securities and Exchange Commission as an investment adviser under the Investment Advisers Act of 1940, as amended (the "Advisers Act. "); (b) The Sub-Adviser will immediately notify the Adviser immediately if of the occurrence of any event that would disqualify the Sub-Adviser ceases to be so registered from serving as an investment adviser. adviser of an investment company pursuant to Section 9(a) of the 1940 Act; (c) The Sub-Adviser: Adviser is fully authorized under all applicable law to serve as Sub-Adviser to the Funds and to perform the services described under this Agreement; (ad) The Sub-Adviser is a limited liability company duly organized and validly existing under the laws of the state of its organization Delaware with the power to own and possess its assets and carry on its business as it is now being conducted; (e) The execution, (b) has the authority to enter into delivery and perform the services contemplated by this Agreement, (c) is not prohibited performance by the 1940 Act or Sub-Adviser of this Agreement are within the Advisers Act from performing Sub-Adviser's powers and have been duly authorized by all necessary action on the services contemplated by this Agreement, (d) has metpart of its members, and will continue to seek to meet no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the duration execution, delivery and performance by the Sub-Adviser of this Agreement, any other applicable federal or state requirements, and the execution, delivery and performance by the Sub- Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable requirements of any regulatory law, rule or industry self-regulatory agency, necessary to be met in order to perform its services under this Agreementregulation, (eii) will promptly notify the Fund of Sub-Adviser's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the occurrence of any event that would disqualify it from serving as an investment adviser to an investment company pursuant to Section 9(a) of the 1940 Act, and Sub- Adviser; (f) will notify This Agreement is a valid and binding agreement of the Fund of any change in the controlling shareholders Sub- Adviser; (g) The Form ADV of the Sub-AdviserAdviser previously provided to the Adviser is a true and complete copy of the form filed with the SEC and the information contained therein is accurate and complete in all material respects as of its filing date, and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; (h) The Sub-Adviser shall not divert any Fund's portfolio securities transactions to a broker or dealer in consideration of such broker or dealer's promotion or sales of shares of the Fund, any other series of the Trust, or any change in ownership constituting an “assignment” for purposes of the 1940 Company Act, within a reasonable time after such changeother registered investment company. In addition, Sub-Adviser represents that it has provided Adviser and the Fund with a copy of Sub-Adviser’s Form ADV Part II. Sub-Adviser will furnish Adviser from time to time with copies of all material amendments to its Form ADV, if any7.