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 Trust as follows: a. The Sub-Adviser is registered with the Securities and Exchange Commission SEC as an investment adviser under the Advisers Act. Act and will continue to be so registered so long as this Agreement remains in effect; b. The 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 Adviser of the occurrence of any event that would substantially impair the Sub-Adviser’s ability to fulfill its commitment under this Agreement or disqualify it the Sub-Adviser from serving as an investment adviser to of an investment company pursuant to Section 9(a) of the 1940 Act, and (f) . The Sub-Adviser will also promptly notify the Fund Trust and the Adviser if it, or any of its supervised persons (as such term is defined in the Advisers Act) receives notice of any change action, suit, proceeding or investigation, at law or in equity, before or by any court, government agency, self-regulatory organization, public board or body, involving the controlling shareholders affairs of the Fund or relating to the investment advisory services of the Sub-Adviser, or Adviser provided pursuant to this Agreement (other than 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. routine regulatory examinations); c. The Sub-Adviser will furnish notify the Adviser from time promptly upon detection of (a) any material failure to time manage the Fund(s) in accordance with copies of all material amendments to its Form ADVthe Fund(s)’ stated investment objectives, if any.guidelines and policies or any applicable law or regulation; or