Common use of Representations and Warranties of the Trust for itself and the Fund Clause in Contracts

Representations and Warranties of the Trust for itself and the Fund. The Trust on behalf of itself and the Fund hereby represents and warrants to the Insurer as follows, on and as of the date hereof: (a) The Trust (i) is a business trust duly organized, validly existing and in good standing under the laws of the Commonwealth of Massachusetts; (ii) has the power and authority, and the legal right, to own its assets and to transact the business in which it is engaged; (iii) is duly qualified to do business and is in good standing under the laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification except where the failure to so qualify would not have an Adverse Effect; and (iv) is in compliance with all Requirements of Law except where non-compliance would not have an Adverse Effect. The Fund has been duly established as a series of the Trust. (b) The Trust has the power and authority, and the legal right, to execute, deliver and perform on behalf of the Fund the Transaction Documents to which it is a party and has taken all necessary action required by applicable Requirements of Law to authorize the execution, delivery and performance of the Transaction Documents to which it is a party. No consent or authorization of, filing with, or other act by or in respect of, any Government Authority or any other Person is required in connection with the execution, delivery, performance, validity or enforceability by or against the Fund of the Transaction Documents to which it is a party, other than the filing under the Acts of the Registration Statement and the Prospectus and filings in accordance with Blue Sky laws. The Transaction Documents to which the Fund is a party have been duly executed and delivered on behalf of the Fund and each such agreement constitutes a legal, valid and binding obligation of the Trust on behalf of the Fund enforceable against the Fund in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). (c) The execution, delivery and performance by the Trust on behalf of the Fund of the Transaction Documents to which it is a party will not violate any Requirement of Law or Contractual Obligation of the Fund and will not result in, or require, the creation or imposition of any Lien on any of its property, assets or revenues except where such violation or lien would not have an Adverse Effect. (d) No litigation, proceeding or investigation of or before any arbitrator or Governmental Authority is pending or, to the Fund's knowledge, threatened by or against the Fund or against any of its properties or revenues (i) asserting the invalidity or unenforceability of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by the Transaction Documents to which it is a party or (iii) seeking any determination or ruling that could reasonably be expected to have an Adverse Effect. (e) The Fund has been operated in compliance in all material respects with the Investment Company Act and the rules and regulations thereunder except where non-compliance would not have an Adverse Effect. (f) The Trust is duly registered with the Commission as an open-end, management investment company under the Investment Company Act. The Fund is a "diversified" fund within the meaning of the Investment Company Act. (g) To the best of the Trust's knowledge, all factual information prepared and furnished by or on behalf of the Fund to the Insurer (whether prepared by the Fund or any other Person) for purposes of or in connection with this Agreement, any Transaction Document or any transaction contemplated hereby or thereby is true and accurate in all material respects on the date as of which such information is dated or certified and such information taken as a whole does not omit to state any material fact necessary to make such information in the context in which it is furnished not misleading.

Representations and Warranties of the Trust for itself and the Fund. The Trust on behalf of itself and the Fund hereby represents and warrants to the Insurer as follows, on and as of the date hereofEffective Date and the Inception Date: (a) The Trust (i) is a business statutory trust duly organized, validly existing and in good standing under the laws of the Commonwealth State of MassachusettsDelaware; (ii) has the power and authority, and the legal right, authority to own its assets and to transact the business in which it is engaged; (iii) is duly qualified to do business and is in good standing under the laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification except where the failure to so qualify would not have an Adverse Effect; and (iv) is in compliance with all Requirements of Law except where non-compliance would not have an Adverse Effect. The Fund has been duly established as a series of the Trust. (b) The Trust has the power and authority, and the legal right, authority to execute, deliver and perform on behalf of the Fund the Transaction Documents to which it is a party and has taken all necessary action required by applicable Requirements of Law to authorize the execution, delivery and performance of the Transaction Documents to which it is a party. No consent or authorization of, filing with, or other act by or in respect of, any Government Authority or any other Person is required in connection with the execution, delivery, performance, validity or enforceability by or against the Fund of the Transaction Documents to which it is a party, other than (i) the filing under the Acts of the Registration Statement and the Prospectus Prospectus, and (ii) filings in accordance with applicable Blue Sky laws. No consent or authorization of, filing with, or other act by or in respect of, any other Person is required in connection with the validity or enforceability by or against the Fund of the Transaction Documents to which it is a party. The Transaction Documents to which the Fund is a party have been duly executed and delivered on behalf of the Fund and each such agreement constitutes a legal, valid and binding obligation of the Trust on behalf of the Fund enforceable against the Fund in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). (c) The execution, delivery and performance by the Trust on behalf of the Fund of the Transaction Documents to which it is a party will not violate any Requirement of Law or Contractual Obligation of the Fund and will not result in, or require, the creation or imposition of any Lien on any of its property, assets or revenues except where such violation or lien Lien would not have an Adverse Effect. (d) No litigation, proceeding or investigation of or before any arbitrator or Governmental Authority is pending or, to the Fund's knowledge, threatened by or against the Fund or against any of its properties or revenues (i) asserting the invalidity or unenforceability of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by the Transaction Documents to which it is a party or (iii) seeking any determination or ruling that could reasonably be expected to have an Adverse Effect. (e) The Fund has been operated in compliance in all material respects with the Investment Company Act and the rules and regulations thereunder except where non-compliance would not have an Adverse Effect. (f) The Trust is duly registered with the Commission as an open-end, management investment company under the Investment Company Act. The Fund is a "diversified" fund within the meaning of the Investment Company Act. (g) To the best of the Trust's knowledge, all factual information prepared and furnished by or on behalf of the Fund to the Insurer (whether prepared by the Fund or any other Person) for purposes of or in connection with this Agreement, any Transaction Document or any transaction contemplated hereby or thereby is true and accurate in all material respects on the date as of which such information is dated or certified and such information taken as a whole does not omit to state any material fact necessary to make such information in the context in which it is furnished not misleading.

Representations and Warranties of the Trust for itself and the Fund. The Trust on behalf of itself and the Fund hereby represents and warrants to the Insurer as follows, on and as of the date hereof: (a) The Trust (i) is a business trust duly organized, validly existing and in good standing under the laws of the Commonwealth of Massachusetts; (ii) has the power and authority, and the legal right, to own its assets and to transact the business in which it is engaged; (iii) is duly qualified to do business and is in good standing under the laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification except where the failure to so qualify would not have an Adverse Effect; and (iv) is in compliance with all Requirements of Law except where non-compliance would not have an Adverse Effect. The Fund has been duly established as a series of the Trust. (b) The Trust has the power and authority, and the legal right, to execute, deliver and perform on behalf of the Fund the Transaction Documents to which it is a party and has taken all necessary action required by applicable Requirements of Law to authorize the execution, delivery and performance of the Transaction Documents to which it is a party. No consent or authorization of, filing with, or other act by or in respect of, any Government Authority or any other Person is required in connection with the execution, delivery, performance, validity or enforceability by or against the Fund of the Transaction Documents to which it is a party, other than the filing under the Acts of the Registration Statement and the Prospectus and filings in accordance with Blue Sky laws. The Transaction Documents to which the Fund is a party have been duly executed and delivered on behalf of the Fund and each such agreement constitutes a legal, valid and binding obligation of the Trust on behalf of the Fund enforceable against the Fund in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). (c) The execution, delivery and performance by the Trust on behalf of the Fund of the Transaction Documents to which it is a party will not violate any Requirement of Law or Contractual Obligation of the Fund and will not result in, or require, the creation or imposition of any Lien on any of its property, assets or revenues except where such violation or lien Lien would not have an Adverse Effect. (d) No litigation, proceeding or investigation of or before any arbitrator or Governmental Authority is pending or, to the Fund's knowledge, threatened by or against the Fund or against any of its properties or revenues (i) asserting the invalidity or unenforceability of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by the Transaction Documents to which it is a party or (iii) seeking any determination or ruling that could reasonably be expected to have an Adverse Effect. (e) The Fund has been operated in compliance in all material respects with the Investment Company Act and the rules and regulations thereunder except where non-compliance would not have an Adverse Effect. (f) The Trust is duly registered with the Commission as an open-end, management investment company under the Investment Company Act. The Fund is a "diversified" fund within the meaning of the Investment Company Act. (g) To the best of the Trust's knowledge, all factual information prepared and furnished by or on behalf of the Fund to the Insurer (whether prepared by the Fund or any other Person) for purposes of or in connection with this Agreement, any Transaction Document or any transaction contemplated hereby or thereby is true and accurate in all material respects on the date as of which such information is dated or certified and such information taken as a whole does not omit to state any material fact necessary to make such information in the context in which it is furnished not misleading.