Common use of Properly Registered Clause in Contracts

Properly Registered. The Advisor is registered with the Commission as an investment adviser under the Advisers Act, and will remain so registered for the duration of this Agreement. The Advisor 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 Advisor, there is no proceeding or investigation that is reasonably likely to result in the Advisor being prohibited from performing the services contemplated by this Agreement. The Advisor agrees to promptly notify the Trust of the occurrence of any event that would disqualify the Advisor from serving as an investment adviser to an investment company. The Advisor is in compliance in all material respects with all applicable federal and state law in connection with its investment management operations.

Properly Registered. The Advisor is registered with the Commission as an “investment adviser adviser” under the Advisers Act, and will remain so registered for the duration of this Agreement. The Advisor 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 Advisor, there is no proceeding or investigation pending or threatened that is reasonably likely to result in the Advisor being prohibited from performing the services contemplated by this Agreement. The Advisor agrees to promptly notify the Trust of the occurrence of any event that would disqualify the Advisor from serving as an investment adviser advisor to an investment company. The Advisor is in compliance in all material respects with all applicable federal and state law in connection with its investment management operations.