Common use of Representations of the Subadviser Clause in Contracts

Representations of the Subadviser. The Subadviser represents and warrants to the Adviser and the Trust that: (a) It is registered as an investment adviser under the Advisers Act (and will continue to be so registered for so long as this Agreement remains in effect); (b) It is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (c) 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; (d) There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Subadviser, threatened, against or affecting the Subadviser which would (if determined in a manner adverse to the Subadviser) reasonably be expected to have a material adverse effect on the Subadviser; and (e) 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.