Common use of Representations Warranties and Covenants of Sub Adviser Clause in Contracts

Representations Warranties and Covenants of Sub Adviser. The Sub-Adviser represents, warrants and covenants (as applicable) to the Adviser and the Trust as follows: (a) The Sub-Adviser is a limited liability company duly organized and validly existing under the laws of the state of Delaware with the power to carry on its business as it is now being conducted; (b) The Sub-Adviser is registered with the SEC as an investment adviser under the Advisers Act and will continue to be so registered so long as this Agreement remains in effect; (c) The Sub-Adviser is fully authorized under all applicable law and regulation to enter into this Agreement and serve as Sub-Adviser to the Funds and to perform the services described under this Agreement; (d) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized by all necessary action on the part of its members or managers, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; (e) The Sub-Adviser will promptly notify the Adviser of the occurrence of any event that would substantially impair the Sub-Adviser’s ability to fulfill its commitment under this Agreement or disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act. The Sub-Adviser will also promptly notify the Board and the Adviser if it, a member of its executive management or a portfolio manager for the Assets is served or otherwise receives notice of any action, suit, proceeding or investigation, at law or in equity, before or by any court, government agency, self-regulatory organization, public board or body, involving the affairs of the Funds or relating to the investment advisory services of the Sub-Adviser (other than any routine regulatory examinations); (f) This Agreement is a valid and binding agreement of the Sub-Adviser; (g) The Sub-Adviser will notify the Adviser promptly upon detection of (a) any material failure by the Sub-Adviser to manage the Fund(s) in accordance with the Fund(s)’ stated investment objectives, guidelines and policies or any applicable law or regulation; or (b) any material breach by the Sub-Adviser of any of the Fund(s)’ or the Sub-Adviser’s policies, guidelines or procedures relating to the Funds. (h) The Form ADV of the Sub-Adviser previously provided to the Adviser is a true and complete copy of the form filed with the SEC and the information contained therein is accurate, current and complete in all material respects as of its filing date, and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; (i) The Sub-Adviser shall not divert any Fund’s portfolio securities transactions to a broker or dealer in consideration of such broker or dealer’s promotion or sales of shares of the Fund, any other series of the Trust, or any other registered investment company. (j) The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage; and (k) The Sub-Adviser will promptly notify the Adviser if any of the above representations or warranties in this Section 7 are no longer true and accurate.

Representations Warranties and Covenants of Sub Adviser. The Sub-Adviser represents, warrants and covenants (as applicable) to the Adviser and the Trust as followsthat: (a) The Sub-Adviser is a limited liability company duly organized and validly existing under the laws of the state of Delaware with the power to carry on its business as it is now being conducted; (b) The Sub-Adviser is registered with the SEC as an investment adviser under the Advisers Act (and will continue to be so registered for so long as this Sub-Advisory Agreement remains in effect); (b) the Sub-Adviser is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Sub-Advisory Agreement; (c) The the Sub-Adviser is fully authorized under all applicable law has met, and regulation will seek to enter into continue to meet for so long as this Agreement and serve as Sub-Adviser Advisory Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any self-regulatory agency, necessary to the Funds and be met in order to perform the services described under contemplated by this Sub-Advisory Agreement; (d) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized by all necessary action on the part of its members or managers, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; (e) The Sub-Adviser will promptly notify the Adviser and the Fund of the occurrence of any event that would substantially impair the Sub-Adviser’s ability to fulfill its commitment under this Agreement or disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; (e) the Sub-Adviser is a limited liability company duly organized and validly existing under the laws of the State of New York with the power to carry on its business as it is now being conducted; (f) the Sub-Adviser will provide a back-up certification in a form reasonably satisfactory to each party relating to each annual and semi-annual report filed on Form N-CSR by the Trust; (g) the Sub-Adviser has adopted, maintains and implements written compliance policies and procedures as required by Rule 206(4)-7 of the Advisers Act. , including written policies and procedures with regard to the protection of customer records and information, as required by Regulation S-P. The Sub-Adviser will also promptly notify the Board and provide the Adviser if it, with a member summary of its executive management or a portfolio manager for policies and procedures and, upon reasonable request by the Assets is served or otherwise receives notice of any actionAdviser, suit, proceeding or investigation, at law or in equity, before or by any court, government agency, self-regulatory organization, public board or body, involving the affairs of the Funds or relating to the investment advisory services of shall either (i) certify that the Sub-Adviser has complied in all material respects with such policies and procedures or (other than ii) provide a written report to the Adviser describing any routine regulatory examinations);material violations of such policies and procedures; and (fh) This Agreement is a valid and binding agreement of the Sub-Adviser; (g) The Sub-Adviser will notify the Adviser promptly upon detection of (a) any material failure by the Sub-Adviser to manage the Fund(s) in accordance with the Fund(s)’ stated investment objectives, guidelines and has adopted proxy voting policies or any applicable law or regulation; or (b) any material breach by the Sub-Adviser of any of the Fund(s)’ or the Sub-Adviser’s policies, guidelines or procedures relating to the Funds. (h) The Form ADV of the Sub-Adviser previously provided to the Adviser is a true and complete copy of the form filed with the SEC and the information contained therein is accurate, current and complete that comply in all material respects as of its filing date, and does not omit to state any material fact necessary in order to make with the statements made, in light requirements of the circumstances under which they were made, not misleading; (i) The Sub-Adviser shall not divert any Fund’s portfolio securities transactions to a broker or dealer in consideration of such broker or dealer’s promotion or sales of shares of the Fund, any other series of the Trust, or any other registered investment companyAdvisers Act. (j) The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage; and (k) The Sub-Adviser will promptly notify the Adviser if any of the above representations or warranties in this Section 7 are no longer true and accurate.