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

Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to the Adviser as follows: (a) The Sub-Adviser is registered with the SEC as an investment adviser under the Advisers Act, and such registration is current, complete and in full compliance with all material applicable provisions of the Advisers Act and the rules and regulations thereunder; (b) The Sub-Adviser has all requisite authority to enter into, execute, deliver and perform the Sub-Adviser’s obligations under this Agreement; (c) The Sub-Adviser’s performance of its obligations under this Agreement does not conflict with any law, regulation or order to which the Sub-Adviser is subject; and (d) The information provided by Sub-Adviser to the Adviser for inclusion in (i) the registration statement filed with the SEC, as amended from time to time, for the Fund (“Registration Statement”), and (ii) the Fund’s prospectuses and statements of additional information (including amendments) thereto is materially correct as of the date it was provided. The Sub-Adviser agrees to notify the Adviser promptly in writing if any of the representations and warranties contained in this Section ceases to be accurate in any respect.