Common use of Properly Registered Clause in Contracts

Properly Registered. The Sub-Adviser is registered as an investment adviser under the Advisers Act, and will remain so registered for the duration of this Agreement. The Sub-Adviser is not prohibited by the Advisers Act or the 1940 Act from performing the services contemplated by this Agreement, and to the best knowledge of the Sub-Adviser, there is no proceeding or investigation that is reasonably likely to result in the Sub-Adviser being prohibited from performing the services contemplated by this Agreement. The Sub-Adviser agrees to promptly notify the Trust of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser to an investment company. The Sub-Adviser is in compliance in all material respects with all applicable federal and state law in connection with its investment management operations.

Properly Registered. The Sub-Adviser is registered as an investment adviser under the Advisers Act, and will shall remain so registered for the duration of this Agreement. The Sub-Adviser is not prohibited by the Advisers Act or the 1940 Act from performing the services contemplated by this Agreement, and and, to the best knowledge of the Sub-Adviser, there is no proceeding or investigation that reasonably is reasonably likely to result in the Sub-Adviser being prohibited from performing the services contemplated by this Agreement. The Sub-Adviser agrees promptly to promptly notify the Trust of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser to an investment company. The Sub-Adviser is in compliance in all material respects with all applicable federal and state law in connection with its the Sub-Adviser’s investment management operations.

Properly Registered. The Sub-Adviser Subadviser is registered as an investment adviser under the Advisers Act, and will shall remain so registered for the duration of this Agreement. The Sub-Adviser Subadviser is not prohibited by the Advisers Act or the 1940 Act from performing the services contemplated by this Agreement, and and, to the best knowledge of the Sub-AdviserSubadviser, there is no proceeding or investigation that reasonably is reasonably likely to result in the Sub-Adviser Subadviser being prohibited from performing the services contemplated by this Agreement. The Sub-Adviser Subadviser agrees promptly to promptly notify the Trust of the occurrence of any event that would disqualify the Sub-Adviser Subadviser from serving as an investment adviser to an investment company. The Sub-Adviser Subadviser is in compliance in all material respects with all applicable federal and state law in connection with its the Subadviser’s investment management operations.

Properly Registered. The Sub-Adviser is registered with the SEC as an investment adviser under the Advisers Act, and will remain so registered for the duration of this Agreement. The Sub-Adviser is not prohibited by the Advisers Act or the 1940 Act from performing the services contemplated by this Agreement, and to the best knowledge of the Sub-Adviser, there is no proceeding or investigation that is reasonably likely to result in the Sub-Adviser being prohibited from performing the services contemplated by this Agreement. The Sub-Adviser agrees to promptly notify the Trust of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser to an investment company. The Sub-Adviser is in compliance in all material respects with all applicable federal and state law in connection with its investment management operations.

Properly Registered. The Sub-Adviser Subadviser is registered as an investment adviser under the Advisers Act, and will shall remain so registered for the duration of this Agreement. The Sub-Adviser Subadviser is not prohibited by the Advisers Act or the 1940 Act from performing the services contemplated by this Agreement, and and, to the best knowledge of the Sub-AdviserSubadviser, there is no proceeding or investigation that reasonably is reasonably likely to result in the Sub-Adviser Subadviser being prohibited from performing the services contemplated by this Agreement. The Sub-Adviser Subadviser agrees promptly to promptly notify the Trust of the occurrence of any event that would disqualify the Sub-Adviser Subadviser from serving as an investment adviser to an investment company. The Sub-Adviser Subadviser is in compliance in all material respects with all applicable federal Federal and state law laws in connection with its the Subadviser’s investment management operations.

Properly Registered. The Sub-Adviser is registered as an investment adviser under the Advisers Act, and will remain so registered for the duration of this Agreement. The Sub-Adviser is not prohibited by the Advisers Act or the 1940 Act from performing the services contemplated by this Agreement, and to the best knowledge of the Sub-Adviser, there is no proceeding or investigation that is reasonably likely to result in the Sub-Adviser being prohibited from performing the services contemplated by this Agreement. The Sub-Adviser agrees to promptly notify the Trust of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser to an investment company. The To the best of its knowledge, the Sub-Adviser is in compliance in all material respects with all applicable federal and state law in connection with its investment management operations.

Properly Registered. The Sub-Adviser is registered as an investment adviser under the Advisers Act, and will shall remain so registered for the duration of this Agreement. The Sub-Adviser is not prohibited by the Advisers Act or the 1940 Act from performing the services contemplated by this Agreement, and and, to the best knowledge of the Sub-Adviser, there is no proceeding or investigation that reasonably is reasonably likely to result in the Sub-Adviser being prohibited from performing the services contemplated by this Agreement. The Sub-Adviser agrees promptly to promptly notify the Trust Fund of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser to an investment company. The Sub-Adviser is in compliance in all material respects with all applicable federal and state law in connection with its the Sub-Adviser’s investment management operations.

Properly Registered. The Sub-Adviser is registered as an investment adviser under the Advisers Act, and will remain so registered for the duration of this Agreement. The Sub-Adviser is not prohibited by the Advisers Act or the 1940 Act from performing the services contemplated by this Agreement, and to the best knowledge of the Sub-Adviser, there is no proceeding or investigation regarding the Sub-Adviser that is reasonably likely to result in the Sub-Adviser being prohibited from performing the services contemplated by this Agreement. The Sub-Adviser agrees to promptly notify the Trust of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser to an investment company. The Sub-Adviser is in compliance in all material respects with all applicable federal and state law in connection with its investment management operations.

Properly Registered. The Sub-Adviser is registered as an investment adviser under the Advisers Act, and will remain so registered for the duration of this Agreement. The Sub-Adviser is not prohibited by the Advisers Act or the 1940 Act from performing the services contemplated by this Agreement, and to the best knowledge of the Sub-Adviser, there is no proceeding or investigation that is reasonably likely to result in the Sub-Adviser being prohibited from performing the services contemplated by this Agreement. The Sub-Adviser agrees to promptly notify the Trust of the occurrence of any event that would is likely to disqualify the Sub-Adviser from serving as an investment adviser to an investment company. The Sub-Adviser is in compliance in all material respects with all applicable federal and state law in connection with its investment management operations.

Properly Registered. The Sub-Adviser Subadviser is registered as an investment adviser under the Advisers Act, and will shall remain so registered for the duration of this Agreement. The Sub-Adviser Subadviser is not prohibited by the Advisers Act or the 1940 Act from performing the services contemplated by this Agreement, and and, to the best knowledge of the Sub-AdviserSubadviser, there is no proceeding or investigation that reasonably is reasonably likely to result in the Sub-Adviser Subadviser being prohibited from performing the services contemplated by this Agreement. The Sub-Adviser Subadviser agrees promptly to promptly notify the Trust and the Adviser of the occurrence of any event that would disqualify the Sub-Adviser Subadviser from serving as an investment adviser to an investment company. The Sub-Adviser Subadviser is in compliance in all material respects with all applicable federal Federal and state law laws in connection with its the Subadviser’s investment management operations.

Properly Registered. The Sub-Adviser is registered as an investment adviser under the Advisers Act, and will shall remain so registered for the duration of this Agreement. The Sub-Adviser is not prohibited by the Advisers Act or the 1940 Act from performing the services contemplated by this Agreement, and and, to the best knowledge of the Sub-Adviser, there is no proceeding or investigation that reasonably is reasonably likely to result in the Sub-Adviser being prohibited from performing the services contemplated by this Agreement. The Sub-Adviser agrees promptly to promptly notify the Trust of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser to an investment company. The Sub-Adviser is in compliance in all material respects with all applicable federal and state law in connection with its the Sub-Adviser's investment management operations.

Properly Registered. The Sub-Adviser is registered as an investment adviser under the Advisers Act, and will shall remain so registered for the duration of this Agreement. The Sub-Adviser is not prohibited by the Advisers Act or the 1940 Act from performing the services contemplated by this Agreement, and and, to the best knowledge of the Sub-Adviser, there is no proceeding or investigation that reasonably is reasonably likely to result in the Sub-Adviser being prohibited from performing the services contemplated by this Agreement. The Sub-Adviser agrees promptly to promptly notify the Trust of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser to an investment company. The Sub-Adviser is in compliance in all material respects with all applicable federal and state law in connection with its the Sub-Adviser’s investment management operations.

Properly Registered. The Sub-Adviser is registered with the SEC as an investment adviser under the Advisers Act, and will remain so registered for the duration of this Agreement. The Sub-Adviser is not prohibited by the Advisers Act or the 1940 Act from performing the services contemplated by this Agreement, and to the best knowledge of the Sub-Adviser, there is no proceeding or investigation that is reasonably likely to result in the Sub-Adviser being prohibited from performing the services contemplated by this Agreement. The Sub-Adviser agrees to promptly notify the Trust of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser to an investment company. The Sub-Adviser is in compliance in all material respects with all applicable federal and state law in connection with its investment management operations. .

Properly Registered. The Sub-Adviser is registered as an investment adviser under the Advisers Act, and will remain so registered for the duration of this Agreement. The Sub-Adviser is not prohibited by the Advisers Act or the 1940 Act from performing the services contemplated by this Agreement, and to the best knowledge of the Sub-Adviser, there is no proceeding or investigation that is reasonably likely to result in the Sub-Adviser being prohibited from performing the services contemplated by this Agreement. The Sub-Adviser agrees to promptly notify the Trust of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser to an the Trust or a registered investment company. The Sub-Adviser is in compliance in all material respects with all applicable federal and state law in connection with its investment management operations.

Properly Registered. The Sub-Adviser is registered as an investment adviser under the Advisers Act, and will remain so registered for the duration of this Agreement. The Sub-Adviser is not prohibited by the Advisers Act or the 1940 Act from performing the services Services contemplated by this Agreement, and to the best knowledge of the Sub-Adviser, there is no proceeding or investigation that is reasonably likely to result in the Sub-Adviser being prohibited from performing the services Services contemplated by this Agreement. The Sub-Adviser agrees to promptly notify the Trust of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser to an investment company. The Sub-Adviser is represents, warrants and covenants that it is, and will continue to be, in compliance in all material respects with all applicable federal and state law in connection with its investment management operations.