Common use of Representations of Subadviser Clause in Contracts

Representations of Subadviser. The Subadviser represents and warrants that (i) it is either registered as an investment adviser under the Investment Advisers Act of 1940, as amended ("Advisers Act") (and will continue to be so registered for so long as this Agreement remains in effect) or exempt from registration under the Advisers Act, (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement, (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement, and (iv) will promptly notify the Adviser and the Trust of the occurrence of any event that would disqualify the Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.

Representations of Subadviser. The Subadviser represents and warrants that (i) it is either registered as an investment adviser under the Investment Advisers Act of 1940, as amended ("“Advisers Act"”) (and will continue to be so registered for so long as this Agreement remains in effect) or exempt from registration under the Advisers Act, (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement, (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement, and (iv) will promptly notify the Adviser and the Trust of the occurrence of any event that would disqualify the Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.

Representations of Subadviser. The Subadviser represents and warrants that to the Adviser that: (ia) it It is either registered as an investment adviser under the Investment Advisers Act of 1940, as amended ("“Advisers Act"”) (and will continue to be so registered for so long as this Agreement remains in effect); (b) or exempt from registration under the Advisers Act, (ii) It is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement, ; (iiic) It has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement, and ; (ivd) It will promptly notify the Adviser and the Trust of the occurrence of any event that would disqualify the Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.

Representations of Subadviser. The Subadviser represents and warrants that to the Adviser that: (ia) it It is either registered as an investment adviser under the Investment Advisers Act of 1940, as amended ("“Advisers Act"”) (and will continue to be so registered for so as long as this Agreement remains shall be in effect); (b) or exempt from registration under the Advisers Act, (ii) It is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement, ; (iiic) It has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any self-regulatory agency, necessary to be met by the Subadviser in order to perform the its services contemplated by this Agreement, and ; and (ivd) It will promptly notify the Adviser and the Trust Company of the occurrence of any event that would disqualify the Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwiseother applicable law, rule or regulation.

Representations of Subadviser. The Subadviser represents and warrants that (i) it is either registered as an investment adviser under the Investment Advisers Act of 1940, as amended ("“Advisers Act"”) (and will continue to be so registered for so long as this Agreement remains in effect) or exempt from registration under the Advisers Act), (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement, (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any self-regulatory agency, agency necessary to be met in order to perform the services contemplated by this Agreement, and (iv) will promptly notify the Adviser and the Trust of the occurrence of any event that would disqualify the Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.

Representations of Subadviser. The Subadviser represents and warrants that to the Adviser that: (ia) it It is either registered as an investment adviser under the Investment Advisers Act of 1940, as amended ("Advisers Act") (and will continue to be so registered for so long as this Agreement remains in effect); (b) or exempt from registration under the Advisers Act, (ii) It is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement, ; (iiic) It has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement, and ; (ivd) It will promptly notify the Adviser and the Trust of the occurrence of any event that would disqualify the Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.

Representations of Subadviser. The Subadviser represents and warrants that to the Adviser that: (ia) it It is either registered as an investment adviser under the Investment Advisers Act of 1940, as amended ("Advisers Act") (and will continue to be so registered for so long as this Agreement remains in effect) or exempt from registration under the Advisers Act, ; (iib) It is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement, ; (iiic) It has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any self-regulatory agency, necessary to be met by the Subadviser in order to perform the its services contemplated by this Agreement, and ; and (ivd) It will promptly notify the Adviser and the Trust of the occurrence of any event that would disqualify the Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwiseother applicable law, rule or regulation.

Representations of Subadviser. The Subadviser represents and warrants that to the Adviser that: (ia) it It is either registered as an investment adviser under the Investment Advisers Act of 1940, as amended ("“Advisers Act"”) (and will continue to be so registered for so long as this Agreement remains in effect); (b) or exempt from registration under the Advisers Act, (ii) It is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement, ; (iiic) It has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any self-regulatory agency, necessary to be met by the Subadviser in order to perform the its services contemplated by this Agreement, and ; and (ivd) It will promptly notify the Adviser and the Trust of the occurrence of any event that would disqualify the Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwiseother applicable law, rule or regulation.

Representations of Subadviser. The Subadviser represents and warrants that (i) it is either registered as an investment adviser Subadviser under the Investment Advisers Act of 1940, as amended ("Advisers Act") (and will continue to be so registered for so long as this Agreement remains in effect) or exempt from registration under the Advisers Act, (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement, (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement, and (iv) will promptly notify the Adviser and the Trust of the occurrence of any event that would disqualify the Subadviser from serving as an investment adviser Subadviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.