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

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Trust as follows: a. The Sub-Adviser is registered with the SEC as an investment adviser under the Advisers Act and will continue to be so registered so long as this Agreement remains in effect; b. The Sub-Adviser will promptly notify the 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 the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act. The Sub-Adviser will also promptly notify the 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 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 affairs of the Fund or relating to the investment advisory services of the Sub-Adviser provided pursuant to this Agreement (other than any routine regulatory examinations); c. The Sub-Adviser will notify the Adviser promptly upon detection of (a) any material failure to manage the Fund(s) in accordance with the Fund(s)’ stated investment objectives, guidelines and policies or any applicable law or regulation; or

Representations and Warranties of Sub-Adviser. The Sub-Adviser represents represents, warrants and warrants to the Adviser and the Trust as follows: a. The Sub-Adviser agrees that it is registered with the SEC 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 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 so registered so long as met in order to perform its services under this Agreement remains in effect; b. The Sub-Adviser Agreement, (e) will promptly notify the Adviser Fund of the occurrence of any event that would substantially impair the Sub-Adviser’s ability to fulfill its commitment under this Agreement or disqualify the Sub-Adviser it from serving as an investment adviser of 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. The 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 also promptly notify the Trust and the furnish Adviser from time to time with copies of all material amendments to its Form ADV, if it, or any of its supervised persons (as such term is defined in the Advisers Act) receives notice of any 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 affairs of the Fund or relating to the investment advisory services of the Sub-Adviser provided pursuant to this Agreement (other than any routine regulatory examinations); c. The Sub-Adviser will notify the Adviser promptly upon detection of (a) any material failure to manage the Fund(s) in accordance with the Fund(s)’ stated investment objectives, guidelines and policies or any applicable law or regulation; orany.