Common use of Representations, Warranties and Covenants of the Adviser Clause in Contracts

Representations, Warranties and Covenants of the Adviser. The Adviser represents, warrants and covenants as follows: (a) The Adviser is a duly registered investment adviser under the Advisers Act and a duly registered investment adviser in all states in which the Adviser is required to be registered. (b) The appointment of the Subadviser has been duly authorized by all necessary parties. (c) The shares of the Portfolio are registered in accordance with the terms of the 1940 Act and the 1933 Act and are or will be registered or qualified for sale in each jurisdiction where the failure to so register or qualify would have a material adverse effect on the Trust or the Portfolio. (d) The Registration Statement for the Portfolio contains, and any amendment will contain, no untrue statement of a material fact and does not, and any amendments will not, omit any statement of a material fact which is required to be stated therein or necessary to make the statements contained therein not misleading. (e) The Adviser will promptly notify the Subadviser of any proposed change in investment objective or strategy of the Portfolio which is approved by the Trust's Board of Trustees.