FUNCTIONS OF THE AUTHORITY Sample Clauses

FUNCTIONS OF THE AUTHORITY. A. The Authority is established for the purposes of administering this Agreement, pursuant to the provisions of the California Government Code, and of providing the services and other items necessary and appropriate for the establishment, operation and maintenance of a Joint Program for Workers’ Compensation coverage for the public educational agencies who are Members thereof, and to provide a forum for discussion, study, development and implementation of recommendations of mutual interest regarding such program. B. The functions of the Authority are: (1) To provide each member a Joint Program and system, for Workers’ Compensation coverage for Workers’ Compensation claims against the Members of the Authority in accordance with the Authority’s Memorandum of Coverage and as such, to perform, or contract for the performance of, the financial administration, policy formulation, claim service, legal representation, safety engineering, and other services as necessary for the payment and handling of all Workers’ Compensation claims against Members. (2) To pursue the Member’s right of Subrogation against a third party when in the discretion of the Authority the same is appropriate. Any and all proceeds resulting from the assertion of such Subrogation rights shall accrue to the benefit of the Authority.
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FUNCTIONS OF THE AUTHORITY. If, after a period which appears to the Authority to be reasonable for the purpose, the licensee has failed to enter into an agreement with any person entitled or claiming to be entitled thereto pursuant to a request under standard condition 53B (Requirement to Offer Terms for Top-up and Standby, Exempt Supply Services and Prepayment Meter Services), the Authority may, on the application of such person or the licensee, settle any terms of the agreement in dispute between the licensee and that person in such manner as appears to the Authority to be reasonable having (in so far as relevant) regard in particular to the following considerations:
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FUNCTIONS OF THE AUTHORITY. 4.1 The functions of the Authority are: 4.1.1 To provide on behalf of the members of the Authority a self-funded plan and system for any risk or peril and any program authorized by law and deemed practical by the Board of Directors and, as such, to perform, or contract for the performance of financial, administration, policy formulation, claims servicing, legal representation, safety engineering, health education, and other services as necessary or appropriate for the administrative functions for each Program approved by the Board of Directors. 4.1.2 To provide self-funded risk pooling through independent Programs for such risks or perils as the Board of Directors determines are in the best interest of the Authority and are permitted by law. 4.1.3 To pursue any member's right of subrogation against a third party when in the discretion of the Board of Directors such action is appropriate. Any recovery resulting from pursuing a subrogation claim after "stop-losses" are repaid will be divided between the Authority and the Member against which the underlying claim was charged, in proportion to each authorized payment made toward resolution of the underlying claim. 4.1.4 To make and enter into contracts. 4.1.5 To acquire, hold or dispose of real and personal property in the name of the Authority. 4.1.6 To incur debts, liabilities and obligations, including but not limited to issuing bonds as allowed by law, necessary to accomplish the purposes of the Agreement. 4.1.7 To receive gifts, contributions, and donations of property, funds, services, or other forms of assistance from members, firms, persons, corporations, associations, and any other governmental entity in accordance with existing laws. 4.1.8 To invest surplus funds as permitted by law. 4.1.9 To acquire, construct, manage, maintain and operate buildings. 926634.4 10250.1 4.1.10 To sue and be sued in the name of the Authority.‌ 4.1.11 To maintain accurate case records for all covered risks, and accurate records of all claims paid. 4.1.12 To join joint powers authorities to provide services or coverage to this Authority. 4.1.13 To lease real or personal property, including that of a Member. 4.1.14 To employ staff to perform the functions of the Authority. 4.1.15 To perform such other functions as may be necessary or appropriate to carry out the Agreement, so long as such other functions so performed are not prohibited by any provision of law and are not otherwise inconsistent with this Agreement or the By...
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FUNCTIONS OF THE AUTHORITY. 4.1 The functions of the Authority are: 4.1.1 To provide on behalf of the Members of the Authority a self- insurance, i.e., permissibly uninsured, plan and system for any risk or peril and any program authorized by law and deemed practical by the Board of Directors and as such, to perform, or contract for the performance of, financial, administration, policy formulation, loss servicing, legal representation, safety engineering, health education and other services as necessary or appropriate for the payment and handling of all claims of loss, and the performance of all administrative functions, for each program approved by the Board of Directors. 4.1.2 To provide risk pooling through independent programs for such risks or perils as the Board of Directors determines are in the best interest of the Authority and are permitted by law. 4.1.3 To pursue any member’s right of subrogation against a third party when in the discretion of the Board of Directors such action is appropriate. Any recovery resulting from pursuing a subrogation claim shall be divided between the Authority and member district against which the underlying loss was charged in proportion to each authorized payment made toward resolution of the underlying loss. 4.1.4 To make and enter into contracts. 4.1.5 To acquire, hold or dispose of real and personal property in the name of the Authority. 4.1.6 To incur debts, liabilities and obligations, including but not limited to issuing bonds as allowed by law, necessary to accomplish the purposes of the Agreement. 4.1.7 To receive gifts, contributions, and donations of property, funds, services, or other forms of assistance from members, firms, persons, corporations, associations, and any other governmental entity in accordance with existing laws. 4.1.8 To invest surplus funds as permitted by law. 4.1.9 To acquire, construct, manage, maintain and operate buildings. 4.1.10 To xxx and be sued in the name of the Authority. 4.1.11 To maintain accurate case records for all covered risks and accurate records of all losses paid. this Authority. 4.1.12 To join joint powers authorities to provide services or coverage to 4.1.13 To lease real or personal property, including that of a Member. 4.1.14 To employ staff to perform the functions of the Authority. 4.1.15 To perform such other functions as may be necessary or appropriate to carry out the Agreement, so long as such other functions so performed are not prohibited by any provision of law and are not otherwis...
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FUNCTIONS OF THE AUTHORITY. A. The Authority is established for the purposes of administering this Agreement, pursuant to the Joint Powers provisions of the California Government Code, and of providing the services and other items necessary and appropriate for the establishment, operation, and maintenance of a joint group program for “Workers’ Compensation Excess” to benefit the “Members”, and to provide a forum for discussion, study, development, and implementation of recommendations of mutual interest regarding other joint programs.
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FUNCTIONS OF THE AUTHORITY. 1. To provide a self-insurance plan and system for workers' compensation, liability, property damage, fire damage, medical, dental and vision claims, and any other risk or plan on behalf of the Members of the AUTHORITY and as such, to perform, or contract for the performance of, the financial administration, policy formulation, claim service, legal representation, safety engineering, health education and other services as necessary for the payment and handling of all workers' compensation, liability, property damage, fire damage, medical, dental and vision claims, or any other risk or plan on behalf of Members as required by State law. Said payment and handling for any Member shall be for all workers' compensation, liability, property damage, fire damage, medical, dental, and vision claims filed and arising out of facts occurring during the period of membership in the AUTHORITY. The AUTHORITY shall not pay or handle for a Member any claims which arise out of facts occurring before membership or after termination of membership in this AUTHORITY except as otherwise provided in this Agreement. 2. Upon joining a plan, subplan or program and upon payment of the appropriate contribution by each Member, the AUTHORITY shall issue to each Member a Memorandum of Risk Coverage and Services indicating the risk coverage provided to the Member by the AUTHORITY for each plan, subplan or program and the exchange of services, if any, between the Member and the AUTHORITY. Each Memorandum begins for each Member on such date as is set forth in the Memorandum. 3. To pursue any Member's right of subrogation against a third party when same is appropriate following generally accepted claims administration policies and procedures. Any and all proceeds in excess of costs and liability resulting from the assertion of such subrogation rights shall accrue to the benefit of the Member District against which the claim is charged. 4. To enter into contracts. 5. To obtain excess coverage insurance over the self-funded portion in an amount to be determined by the AUTHORITY. 6. To require the Agency to act as employer of approved personnel positions, acquire, hold, and dispose of property, real and personal, employ personnel and operate and maintain a system to handle the plans, all for the purpose of providing the membership with the necessary education, study, development, operation, management, and implementation of a self-insurance program for workers' compensation, liability, property ...
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FUNCTIONS OF THE AUTHORITY. (a) The Authority is established for the purposes of administering this Agreement, pursuant to the joint powers provisions of the California Government Code, and of providing the services and other items necessary and appropriate for the establishment, operation and maintenance of a cooperative business services program for the public educational agencies who are members thereof. (b) The functions of the Authority are: (1) To provide a cooperative business services program and system for business services for the members of the Authority and as such, to perform the financial administration and fiscal service including, but not limited to budget preparation, budget administration, fiscal monitoring, payroll services, accounts payable and receivable services, and report compilation. (2) To enter into contracts related to the functions of a business office. (3) To acquire, hold, and dispose of personal property. (4) To incur debts, liabilities, and obligations for such items as salaries, taxes supplies, utilities, equipment, rent and contracted services related to the functions of a cooperative business office. (5) To receive gifts, contributions, and donations of property, funds, services, and other forms of assistance from persons, firms, corporations, associations, and any governmental entity that would relate to the purpose of this agreement. (6) To employ and dismiss personnel. (7) To xxx and be sued in the name of the Authority. (8) To perform such other functions as may be necessary or appropriated to carry out this Agreement, so long as such other functions so performed are not prohibited by any provision of law. (9) To establish a prudent reserve for economic uncertainties.
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FUNCTIONS OF THE AUTHORITY. 4.1 The functions of the Authority are: 4.1.1 To provide on behalf of the members of the Authority a plan and system for any risk or peril and any program authorized by law and deemed practical by the Board of Directors and, as such, to perform, or contract for the performance of financial, administration, policy formulation, claims servicing, legal representation, safety engineering, health education, and other services as necessary or appropriate for the administrative functions for each Program approved by the Board of Directors. 4.1.2 To provide risk pooling through independent Programs for such risks or perils as the Board of Directors determines are in the best interest of the Authority and are permitted by law. 4.1.3 To pursue any member's right of subrogation against a third party when in the discretion of the Board of Directors such action is appropriate. Any recovery resulting from pursuing a subrogation claim after "stop-losses" are repaid will be divided between the Authority and the Member against which the underlying claim was charged, in proportion to each authorized payment made toward resolution of the underlying claim. 4.1.4 To make and enter into contracts. 4.1.5 To acquire, hold or dispose of real and personal property in the name of the Authority. 4.1.6 To incur debts, liabilities and obligations, including but not limited to issuing bonds as allowed by law, necessary to accomplish the purposes of the Agreement. 4.1.7 To receive gifts, contributions, and donations of property, funds, services, or other forms of assistance from members, firms, persons, corporations, associations, and any other governmental entity in accordance with existing laws. 4.1.8 To invest surplus funds as permitted by law. 4.1.9 To acquire, construct, manage, maintain and operate buildings. 4.1.10 To sue and be sued in the name of the Authority. 4.1.11 To maintain accurate case records for all covered risks, and accurate records of all claims paid. 4.1.12 To join joint powers authorities to provide services or coverage to this Authority. 4.1.13 To lease real or personal property, including that of a Member. 4.1.14 To employ staff to perform the functions of the Authority. 4.1.15 To perform such other functions as may be necessary or appropriate to carry out the Agreement, so long as such other functions so performed are not prohibited by any provision of law and are not otherwise inconsistent with this Agreement or the Bylaws.
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FUNCTIONS OF THE AUTHORITY. (a) The Authority is established for the purposes of administering this Agreement, pursuant to the Joint Powers provisions of the California Government Code, and of providing the services and other items necessary and appropriate for the establishment, operation and maintenance of a joint program for liability and property damage claims against the members of the public agencies who are members thereof, and to provide a forum for discussion, study, development and implementation of recommendations of mutual interest regarding other joint programs. (b) The functions of the Authority are: (1) To provide a joint program and system, as stated in the memorandum of coverage an given to each member, for liability and property damage claims against the members of the Authority and as such, to perform, or contract for the performance of, the financial administration, policy formulation, claim service, legal representation, safety engineering, and other development as necessary for the payment and handling of all liability and property damage protection claims against members. Said payment and handling for any member shall be for all liability and property damage claims filed and arising out of facts occurring during the period of membership in the Authority. The Authority shall not pay or handle for a member any liability and property damage protection claims which arise out of facts occurring before membership or after termination of membership in this Authority. (2) To pursue any member's right of subrogation against a third party when in the discretion of the Board of Directors the same is appropriate. Any and all proceeds resulting from the assertion of such subrogation rights shall accrue to the benefit of the member against which the claim is charged. (3) To enter into contracts. (4) To obtain appropriate insurance coverage as determined by the Board of Directors. (5) To acquire, hold, and dispose of property, real and personal, all for the purpose of providing the membership with the necessary education, study, development, and implementation of a joint program, for liability and property protection including, but not limited to, the acquisition of facilities and equipment necessary, the employment of personnel, and the operation and maintenance of a system for the handling of the joint program. (6) To incur debts, liabilities, and obligations necessary to accomplish the purposes of this Agreement. (7) To receive gifts, contributions, and donations of proper...
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Related to FUNCTIONS OF THE AUTHORITY

  • Obligations of the Authority (i) The Authority shall, at its own cost and expense, undertake, comply with and perform all its obligations set out in this Agreement or arising hereunder. (ii) The Authority shall be responsible for the correctness of the Scope of the Project, Project Facilities, Specifications and Standards and the criteria for testing of the completed Works. (iii) The Authority shall, upon submission of the Performance Security as per the RFP by the Contractor, shall provide to the Contractor: (a) No less than 90% (ninety per cent) of the required Right of Way of the Construction Zone of total length of the Project Highway within a period of 30 (thirty) days from the date of this Agreement, which shall be in contiguous stretches of length not less than 1( One) kilometre. (b) approval of the general arrangement drawings (the “GAD”) from railway authorities to enable the Contractor to construct road over- bridges/ under- bridges at level crossings on the Project Highway in accordance with the Specifications and Standards, and subject to the terms and conditions specified in such approval, within a period of 60 (sixty) days from the Appointed Date, and reimbursement of all the costs and expenses paid by the Contractor to the railway authorities for and in respect of the road over- bridges/ under bridges; and7 (c) all environmental clearances as required under Clause 4.3.8 (iv) Delay in providing the Right of Way or approval of GAD by railway authorities, as the case may be, in accordance with the provisions of Clause 3.1 (iii) shall entitle the Contractor to Damages in a sum calculated in accordance with the provisions of Clause 8.3 of this Agreement and Time Extension in accordance with the provisions of Clause 10.5 of this Agreement. For the avoidance of doubt, the Parties agree that the Damages for delay in approval of GAD by the railway authorities for a particular road over-bridge/ under-bridge shall be deemed to be equal to the Damages payable under the provisions of Clause 8.3 for delay in providing Right of Way for a length of 2 (two) kilometre for each such road over-bridge/ under-bridge.

  • Obligations of the Adviser (a) The Adviser shall provide (or cause the Fund’s Custodian (as defined in Section 5 hereof, the Fund’s accountant and the Fund’s distributor) to provide) timely information to the Sub-Adviser regarding such matters as the composition of the Sub-Advised Assets, cash requirements and cash available for investment in the Sub-Advised Assets, and all other information as may be reasonably necessary for the Sub-Adviser to perform its responsibilities hereunder. (b) The Adviser has furnished the Sub-Adviser with a copy of the prospectus and statement of additional information of the Fund and it agrees during the continuance of this Agreement to furnish the Sub-Adviser copies of any revisions or supplements thereto at, or, if practicable, before the time the revisions or supplements become effective. The Adviser agrees to furnish the Sub-Adviser with copies of any financial statements or reports made by the Fund to its shareholders, and any further materials or information that the Sub-Adviser may reasonably request to enable it to perform its functions under this Agreement.

  • Obligations of the Academy Trust The Academy Trust must keep the Land clean and tidy and make good any damage or deterioration to the Land. The Academy Trust must not do anything to lessen the value or marketability of the Land without the Secretary of State’s consent.

  • Representations of the Adviser 4.1. The Adviser has all requisite power and authority 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. 4.2. The Adviser is registered as an investment adviser under the Advisers Act. None of the Adviser, its affiliates, or any officer, manager, partner or employee of the Adviser or its affiliates is subject to any event set forth in Section 9 of the 1940 Act that would disqualify the Adviser from acting as an investment adviser to an investment company under the 1940 Act. The Adviser will promptly notify the Sub-Adviser upon the Adviser’s discovery of an occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Adviser agrees to comply with the requirements of the 1940 Act, the Advisers Act, the 1933 Act, the Securities Exchange Act of 1934, as amended, the Commodity Exchange Act and the rules and regulations thereunder, as applicable, as well all other applicable federal and state laws, rules, regulations and case law that relate to the Adviser’s services described hereunder and the to the conduct of its business as a registered investment adviser and to maintain all licenses and registrations necessary to perform its duties hereunder in good order. The Adviser shall maintain compliance procedures that it reasonably believes are adequate to ensure its compliance with the foregoing. 4.3. The Adviser has the authority under the Investment Advisory Agreement to appoint the Sub-Adviser. 4.4. The Adviser further represents and warrants that it has received a copy of the Sub-Adviser’s current Form ADV. 4.5. The Adviser has provided the Sub-Adviser with each Fund’s most current prospectus and statement of additional information contained in the Trust’s registration statement and the Investment Policies, as in effect from time to time. The Adviser shall promptly furnish to the Sub-Adviser copies of all material amendments or supplements to the foregoing documents. 4.6. The Adviser or its delegate will provide timely information to the Sub-Adviser regarding such matters as inflows to and outflows from each Fund and the cash requirements of, and cash available for investment in, the Fund. 4.7. The Adviser or its delegate will timely provide the Sub-Adviser with copies of monthly accounting statements for each Fund, and such other information as may be reasonably necessary or appropriate in order for the Sub-Adviser to perform its responsibilities hereunder.

  • Instructions of the Company The Company shall have the right, by one or more instruments in writing executed and delivered to the Collateral Agent, the Custodial Agent or the Securities Intermediary, as the case may be, to direct the time, method and place of conducting any proceeding for the realization of any right or remedy available to the Collateral Agent, or of exercising any power conferred on the Collateral Agent, the Custodial Agent or the Securities Intermediary, as the case may be, or to direct the taking or refraining from taking of any action authorized by this Agreement; provided, however, that (i) such direction shall not conflict with the provisions of any law or of this Agreement and (ii) the Collateral Agent, the Custodial Agent and the Securities Intermediary shall be adequately indemnified as provided herein. Nothing in this Section 8.2 shall impair the right of the Collateral Agent in its discretion to take any action or omit to take any action which it deems proper and which is not inconsistent with such direction.

  • Actions of the Bank The Bank shall follow Instructions received regarding assets held in the Accounts. However, until it receives Instructions to the contrary, the Bank will: (a) Present for payment any Securities which are called, redeemed or retired or otherwise become payable and all coupons and other income items which call for payment upon presentation, to the extent that the Bank or Subcustodian is actually aware of such opportunities. (b) Execute in the name of the Customer such ownership and other certificates as may be required to obtain payments in respect of Securities. (c) Exchange interim receipts or temporary Securities for definitive Securities. (d) Appoint brokers and agents for any transaction involving the Securities, including, without limitation, affiliates of the Bank or any Subcustodian. (e) Issue statements to the Customer, at times mutually agreed upon, identifying the Assets in the Accounts. The Bank will send the Customer an advice or notification of any transfers of Assets to or from the Accounts. Such statements, advices or notifications shall indicate the identity of the entity having custody of the Assets. Unless the Customer sends the Bank a written exception or objection to any Bank statement within ninety (90) days of receipt, the Customer shall be deemed to have approved such statement. The Bank shall, to the extent permitted by law, be released, relieved and discharged with respect to all matters set forth in such statement or reasonably implied therefrom as though it had been settled by the decree of a court of competent jurisdiction in an action where the Customer and all persons having or claiming an interest in the Customer or the Customer’s Accounts were parties if: (a) the Customer has failed to provide a written exception or objection to any Bank statement within ninety (90) days of receipt and where the Customer’s failure to so provide a written exception or objection within such ninety (90) day period has limited the Bank's (i) access to the records, materials and other information required to investigate the Customer’s exception or objection, and (ii) ability to recover from third parties any amounts for which the Bank may become liable in connection with such exception or objection, or (b) where the Customer has otherwise explicitly approved any such statement. All collections of funds or other property paid or distributed in respect of Securities in the Custody Account shall be made at the risk of the Customer. The Bank shall have no liability for any loss occasioned by delay in the actual receipt of notice by the Bank or by its Subcustodians of any payment, redemption or other transaction regarding Securities in the Custody Account in respect of which the Bank has agreed to take any action under this Agreement.

  • REPRESENTATIONS OF THE ADVISOR (a) The Advisor shall use its best judgment and efforts in rendering the advice and services to the Fund as contemplated by this Agreement. (b) The Advisor shall maintain all licenses and registrations necessary to perform its duties hereunder in good order. (c) The Advisor shall conduct its operations at all times in conformance with the Advisers Act, the Investment Company Act, and any other applicable state and/or self-regulatory organization regulations. (d) The Advisor shall maintain errors and omissions insurance in an amount at least equal to that disclosed to the Board of Trustees in connection with their approval of this Agreement.

  • CONDITIONS OF THE OBLIGATIONS OF THE COMPANY The obligations of the Company to sell and deliver the portion of the Shares required to be delivered as and when specified in this Agreement are subject to the conditions that at the Closing Date or the Option Closing Date, as the case may be, no stop order suspending the effectiveness of the Registration Statement shall have been issued and in effect or proceedings therefor initiated or threatened.

  • Limitations of Authority A. Neither Party has authority for or on behalf of the other except as provided in this XXX. No other authority, power, partnership, use of rights is granted or implied. B. This XXX represents the entire XXX by and between the Parties and supersedes all previous letters, understanding or oral agreements between the College and the School District. Any representations, promises, or guarantees made but not stated in the body of this XXX are null and void and of no effect. C. Neither Party may make, revise, alter, or otherwise diverge from the terms, conditions or policies which are subject to this XXX without a written amendment to this XXX. Changes to this XXX are subject to the approval of the College Legal Department. D. Neither Party may incur any debt, obligation expense, or liability or any kind against the other without the other's express written approval.

  • DUTIES AND REPRESENTATIONS OF THE TRUST (a) The Trust shall furnish to NLD copies of all financial statements and other documents to be delivered to shareholders or investors at least two (2) Fund Business Days prior to such delivery and shall furnish NLD copies of all other financial statements, documents and other papers or information which NLD may reasonably request for use in connection with the distribution of Shares. The Trust shall make available to NLD the number of copies of the Funds’ Prospectuses as NLD shall reasonably request. (b) The Trust shall take, from time to time, subject to the approval of the Board and any required approval of the shareholders of the Funds, all actions necessary to fix the number of authorized Shares (if such number is not unlimited) and to register the Shares under the Securities Act, to the end that there will be available for sale the number of Shares as reasonably may be expected to be sold pursuant to this Agreement. (c) The Trust will execute any and all documents, furnish any and all information and otherwise take all actions that may be reasonably necessary to register or qualify Shares for sale in such states as NLD may designate to the Funds and the Funds may approve, and the Funds shall pay all fees and other expenses incurred in connection with such registration or qualification; provided that NLD shall not be required to register as a broker-dealer or file a consent to service of process in any State and the Funds shall not be required to qualify as a foreign corporation, Fund or association in any State. Any registration or qualification may be withheld, terminated or withdrawn by the Funds at any time in its discretion. NLD shall furnish such information and other material relating to its affairs and activities as the Funds require in connection with such registration or qualification. (d) The Trust represents and warrants to NLD that: (i) It is a business trust duly organized and existing and in good standing under the laws of the state of Delaware; (ii) It is empowered under applicable laws and by its Organizational Documents to enter into and perform this Agreement; (iii) All proceedings required by the Organizational Documents have been taken to authorize it to enter into and perform its duties under this Agreement; (iv) It is an open-end management investment company registered with the SEC under the 1940 Act; (v) All Shares, when issued, shall be validly issued, fully paid and non-assessable; (vi) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust 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; (vii) The performance by the Trust of its obligations hereunder does not and will not contravene any provision of the Trust’s Agreement and Declaration of Trust. (viii) The Registration Statement is currently effective and will remain effective with respect to all Shares of the Funds being offered for sale; (ix) The Registration Statement and Prospectus have been or will be, as the case may be, carefully prepared in conformity with the requirements of the Securities Act and the rules and regulations thereunder; (x) The Registration Statement and Prospectus contain or will contain all statements required to be stated therein in accordance with the Securities Act and the rules and regulations thereunder; all statements of fact contained or to be contained in the Registration Statement or Prospectus are or will be true and correct at the time indicated or on the effective date as the case may be; and neither the Registration Statement nor any Prospectus, when they shall become effective or be authorized for use, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares; (xi) It will from time to time file such amendment or amendments to the Registration Statement and Prospectus as, in the light of then-current and then-prospective developments, shall, in the opinion of its counsel, be necessary in order to have the Registration Statement and Prospectus at all times contain all material facts required to be stated therein or necessary to make any statements therein not misleading to a purchaser of Shares ("Required Amendments"); (xii) It shall not file any amendment to the Registration Statement or Prospectus without giving NLD reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Funds’ right to file at any time such amendments to the Registration Statement or Prospectus, of whatever character, as the Funds may deem advisable, such right being in all respects absolute and unconditional; and (xiii) All Shares of the Fund are properly registered in the states as required by applicable state laws; and (xiv) Any amendment to the Registration Statement or Prospectus hereafter filed will, when it becomes effective, contain all statements required to be stated therein in accordance with the 1940 Act and the rules and regulations thereunder; all statements of fact contained in the Registration Statement or Prospectus will, when it becomes effective, be true and correct at the time indicated or on the effective date as the case may be; and no such amendment, when it becomes effective, will include an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. (xv) In connection with any registered representatives maintained under this Agreement, the Trust agrees to cooperate with NLD and provide reports as necessary to maintain appropriate licensing and qualifications and report to NLD any complaints, arbitrations, litigation or any other material matter that may affect a registered representative’s registration status. (xvi) It has adopted necessary procedures to comply with the Bank Secrecy Act ("BSA"), as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “PATRIOT Act"), its implementing regulations, and related SEC and SRO rules. Consistent with this requirement, the Trust shall ensure that the account opening forms utilized by the Funds contain the necessary customer information such as name, address, taxpayer identification and other information to verify the identity of such customers as well as provide proper notification to customers of such anti-money laundering program adopted by the Trust and/or its service providers. (xvii) NLD may rely on and will be held harmless from relying on oral or written instructions it receives from an officer, agent, or legal counsel to the Trust.

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