Common use of The Adviser’s Representations Clause in Contracts

The Adviser’s Representations. The Adviser represents, warrants and agrees that: (i) It has all requisite power and authority to delegate discretionary authority over Allocated Assets of each Fund to the Sub-Adviser and to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement; (ii) This Agreement has been duly authorized by appropriate action of the Trust and its shareholders to the extent required under the 1940 Act; (iii) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of Adviser, enforceable against the Adviser in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (iv) It has received a copy of Part 2 of the Sub-Adviser’s Form ADV as is currently in effect as of the date of this Agreement; (v) 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 Adviser in order to perform its services contemplated by this Agreement;

The Adviser’s Representations. The Adviser represents, warrants and agrees that: (i) It has all requisite power and authority to delegate discretionary authority over Allocated Assets of each Fund to the Sub-Adviser and to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement; (ii) This Agreement has been duly authorized by appropriate action of the Trust and its shareholders to the extent required under the 1940 Act; (iii) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of Adviser, enforceable against the Adviser in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (iv) It has received a copy of Part 2 of the Sub-Adviser’s Form ADV as is currently in effect as of the date of this Agreement; (v) 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 Adviser in order to perform its services contemplated by this Agreement;; and, (vi) It will provide Sub-Adviser with all necessary documents including but not limited to the Funds’ prospectus, investment guidelines and statement of additional information, and any amendments to the documents, to enable Sub-Adviser to comply with the Funds’ investment guidelines.