Common use of The Sub-Adviser’s Representations Clause in Contracts

The Sub-Adviser’s Representations. The Sub-Adviser represents, warrants and agrees that (i) it has all requisite power and authority to enter into and perform its obligations under this Agreement; (ii) it has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement; (iii) neither it nor any “affiliated person” of it, as such term is defined in Section 2(a)(3) of the 1940 Act, is subject to any disqualification that would make it unable to serve as an investment adviser to a registered investment company under Section 9 of the 1940 Act; (iv) it is duly registered as an adviser under the Advisers Act; and (v) except as otherwise specified herein, it will not delegate any obligation assumed pursuant to this Agreement to any third party without first obtaining the written consent of the Fund and the Adviser. The Sub-Adviser further represents, warrants, and agrees that it shall: (i) Maintain all licenses and registrations necessary to perform its duties and Services hereunder in good order; Conduct its operations at all times in conformance with the Advisers Act, the 1940 Act, and any other applicable state and/or self-regulatory organization regulations; and (ii) Maintain errors and omissions insurance coverage in an amount not less than $50m in the aggregate. Furthermore, the Sub-Adviser shall, upon reasonable request, provide the Trust with insurance certificate of insurance which would include additional information concerning the amount of insurance.

The Sub-Adviser’s Representations. The Sub-Adviser adviser represents, warrants and agrees that (i) it has all requisite power and authority to enter into and perform its obligations under this Agreement; (ii) it has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement; (iii) neither it nor any “affiliated person” of it, as such term is defined in Section 2(a)(3) of the 1940 Act, is subject to any disqualification that would make it unable to serve as an investment adviser to a registered investment company under Section 9 of the 1940 Act; (iv) it is duly registered as an adviser under the Advisers Act; and (v) except as otherwise specified herein, it will not delegate any obligation assumed pursuant to this Agreement to any third party without first obtaining the written consent of the Fund Series and the AdviserAdvisor. The Sub-Adviser adviser further represents, warrants, and agrees that it shall: (i) Maintain all licenses and registrations necessary to perform its duties and Services hereunder in good order; ; (ii) Conduct its operations at all times in conformance in all material respects with the Advisers Act, the 1940 Act, and any other applicable state and/or self-regulatory organization regulations; and (iiiii) Maintain errors and omissions insurance coverage in an amount not less than $50m its current level of coverage and shall provide written notice to the Fund (i) of any material changes in the aggregateits insurance policies or insurance coverage; or (ii) if any material claims will be made on its insurance policies. Furthermore, the Sub-Adviser adviser shall, upon reasonable request, provide the Trust Fund with insurance certificate of insurance which would include additional any information it may reasonably require concerning the amount of or scope of such insurance.