Representations and Warranties with Respect to the Subadviser and the Non-U.S. Subadvisers Clause Samples

Representations and Warranties with Respect to the Subadviser and the Non-U.S. Subadvisers. The Subadviser represents and warrants to and agrees with ▇▇▇▇▇ as of the date hereof, as of each Representation Date (as defined in Section 7(j) below) and as of each Applicable Time as follows: (1) Each Subadviser has been duly formed and is validly existing in good standing under the laws of the jurisdiction of its organization, with full power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus, and is duly qualified to do business and is in good standing under the laws of each jurisdiction which requires such qualification, except where the failure to so register or qualify does not have a material adverse change in the condition (financial or otherwise), business prospects, earnings, business or properties of such Subadviser, whether or not arising from transactions in the ordinary course of business ( a “Subadviser Material Adverse Effect”). (2) Each Subadviser is duly registered as an investment adviser under the Advisers Act and neither Subadviser is prohibited by the Advisers Act or the Investment Company Act from acting under the Subadvisory Agreements as contemplated by the Registration Statement and the Prospectus. Each Subadviser has adopted and implemented written policies and procedures under Rule 206(4)-7 of the Advisers Act reasonably designed to prevent violation of the Advisers Act by each Subadviser and its supervised persons. (3) The Subadviser has full power and authority to enter into this Agreement and each Subadvisory Agreement; each Non-U.S. Subadviser has full power and authority to enter into its respective Non-U.S. Subadvisory Agreement; the execution and delivery of, and the performance by the Subadviser of its obligations under, this Agreement and the Subadvisory Agreements have been duly authorized by the Subadviser; the execution and delivery of, and the performance by each of the Non-U.S. Subadvisers of its obligations under, the Non-U.S. Subadvisory Agreements have been duly authorized by each of the Non-U.S. Subadvisers; and each Non-U.S. Subadvisory Agreement has been duly executed and delivered by the Non-U.S. Subadvisers. (4) Each Subadviser has the financial resources available to it necessary for the performance of its services and obligations as contemplated in the Registration Statement and the Prospectus and under this Agreement and the Subadvisory Agreements, as applicable. (5) The description of each Subadviser and its...