Common use of Representations and Warranties of the Administrator Clause in Contracts

Representations and Warranties of the Administrator. The Administrator represents and warrants to the Sub-Administrator that: a. It is a statutory trust, duly organized, existing and in good standing under the laws of the State of Delaware; b. It has the requisite power and authority under applicable laws and by its Declaration of Trust and By-laws to enter into, perform and receive services pursuant to this Agreement; c. All requisite proceedings have been taken to authorize it to enter into, perform and receive services pursuant to this Agreement; d. No legal or administrative proceedings have been instituted or threatened which would impair the Administrator’s ability to perform its duties and obligations under this Agreement; e. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of the Administrator or any law or regulation applicable to it; and f. With respect to each Fund: (1) It is duly organized, existing and in good standing under the laws of the state of its formation; (2) It is an investment company properly registered with the SEC under the 1940 Act; (3) A registration statement under the 1940 Act has been filed and will be effective and remain effective during the term of this Agreement; and (4) As of the effective date of this Agreement, all necessary filings under the securities laws of the state in which the Fund offers or sells its shares have been made.

Representations and Warranties of the Administrator. The Administrator represents and warrants to the Sub-Administrator that: a. It is a statutory trustcorporation, duly organized, existing and in good standing under the laws of the State The Commonwealth of DelawareMassachusetts; b. It has the requisite corporate power and authority under applicable laws and by its Declaration of Trust charter and By-laws bylaws to enter into, into and perform and receive services pursuant to this Agreement; c. All requisite proceedings have been taken to authorize it to enter into, into and perform and receive services pursuant to this Agreement; d. No legal or administrative proceedings have been instituted or threatened which would impair the Administrator’s 's ability to perform its duties and obligations under this Agreement; e. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of the Administrator or any law or regulation applicable to it; and; f. With respect to each the Fund: (1) It is duly organized, existing and in good standing under the laws of the state of its formation; (2) It The Fund is an investment company properly registered with the SEC under the 1940 Act; (32) A registration statement under the 1940 Act has been filed and will be effective and remain effective during the term of this Agreement; (3) As of the close of business on the date of this Agreement, the Fund is authorized to issue shares of common shares of beneficial interest, initially in the amount as set forth in Schedule A to this Agreement; and (4) As of the effective date of this AgreementThe Fund is duly organized, all necessary filings existing and in good standing as a business trust under the securities laws of the state in which the Fund offers or sells its shares have been madeThe Commonwealth of Massachusetts.

Representations and Warranties of the Administrator. The Administrator represents and warrants to the Sub-Administrator that: a. It is a statutory trustlimited partnership, duly organized, existing and in good standing under the laws of the State state of Delaware; b. It has the requisite power and authority under applicable laws and by its Declaration of Trust charter and By-laws to enter into, into and perform and receive services pursuant to this Agreement; c. All requisite proceedings have been taken to authorize it to enter into, into and perform and receive services pursuant to this Agreement; d. No legal or administrative proceedings have been instituted or threatened which would impair the Administrator’s ability to perform its duties and obligations under this Agreement; e. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of the Administrator or any law or regulation applicable to it; and; f. With respect to each FundTrust: (1) It is a statutory trust, duly organized, existing and in good standing under the laws of the state of its formation; (2) It is an investment company properly registered with the SEC under the 1940 Act; (3) A registration statement under the 1940 Act The Registration Statement has been filed and will be effective and remain effective during the term of this Agreement; and; (4) As of the effective date of this Agreement, all necessary filings under the securities laws of the state states in which the Fund Trust offers or sells its shares have been made; and (5) As of the close of business on the date of this Agreement, the Trust is authorized to issue unlimited shares of beneficial interest.

Representations and Warranties of the Administrator. The Administrator represents and warrants to the Sub-Administrator that: a. It is a statutory trustcorporation, duly organized, existing and in good standing under the laws of the State The Commonwealth of DelawareMassachusetts; b. It has the requisite corporate power and authority under applicable laws and by its Declaration Articles of Trust Organization and By-laws Laws to enter into, into and perform its duties and receive services pursuant to obligations under this Agreement; c. All requisite proceedings have been taken to authorize it to enter into, into and perform its duties and receive services pursuant to obligations under this Agreement; d. No legal or administrative proceedings have been instituted or threatened which would impair the Administrator’s ability to perform its duties and obligations under this Agreement; e. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of the Administrator or any law or regulation applicable to it; and; f. With respect to each the Fund: (1) It is duly organized, existing and in good standing under the laws of the state of its formation; (2) It The Fund is an investment company properly registered with the SEC under the 1940 Act and the 1933 Act; (32) A registration statement under the 1940 Act and the 1933 Act has been filed and will be effective and remain effective during the term of this Agreement; (3) As of the close of business on the date of this Agreement, the Fund is authorized to issue shares of beneficial interest, initially in the amount as set forth in Schedule A to this Agreement; and (4) As of the effective date of this AgreementThe Fund is duly organized, all necessary filings existing and in good standing as a statutory trust under the securities laws of the state in which the Fund offers or sells its shares have been madeState of Delaware.

Representations and Warranties of the Administrator. The Administrator represents and warrants to the Sub-Administrator that: a. It is a statutory trustcorporation, duly organized, existing and in good standing under the laws of the State of DelawareOhio; b. It has the requisite power and authority under applicable laws and by its Declaration Articles of Trust Incorporation and By-laws Code of Regulations to enter into, into and perform and receive services pursuant to this Agreement; c. All requisite proceedings have been taken to authorize it to enter into, into and perform and receive services pursuant to this Agreement; d. It will at all times comply with applicable rules, regulations and laws material to the performance of its duties under this Agreement ; e. No legal or administrative proceedings have been instituted or threatened which would impair the Administrator’s 's ability to perform its duties and obligations under this Agreement; e. f. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of the Administrator or any law or regulation applicable to itthe performance of its duties under this Agreement; and f. g. With respect to each Fundthe Trust: (1) It The Trust is a business trust duly organized, existing and in good standing under the laws of the state Commonwealth of its formationMassachusetts; (2) It The Trust is an investment company properly registered with the SEC under the 1940 Act; (3) A registration statement under the 1933 Act and 1940 Act has been filed by the Trust and is effective and will be effective and remain effective during the term of this Agreement; and; (4) As of the effective date of this Agreement, all necessary filings under the securities laws of the state states in which the Fund Trust offers or sells its shares have been made; and (5) As of the close of business on the date of this Agreement, the Trust is authorized to issue shares of beneficial interest.

Representations and Warranties of the Administrator. The Administrator represents and warrants to the Sub-Administrator that: a. It is a statutory trustcorporation, duly organized, existing and in good standing under the laws of the State its state of Delawareformation; b. It has the requisite power and authority under applicable laws and by its Declaration of Trust charter and Byby-laws to enter into, into and perform and receive services pursuant to this Agreement; c. All requisite proceedings have been taken to authorize it to enter into, into and perform and receive services pursuant to this Agreement; d. Each Fund is an investment company registered with the SEC under the 1940 Act; e. With respect to each Fund, the Registration Statement has been filed and will be effective and remain effective during the term of this Agreement. To the extent applicable, the Administrator also warrants to the Sub-Administrator that as of the effective date of this Agreement, all necessary filings under the securities laws of the states in which the Funds offer or sell their shares have been made; f. No legal or administrative proceedings have been instituted or threatened which would impair the Administrator’s 's ability to perform its duties and obligations under this Agreement; e. g. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of the Administrator or any law or regulation applicable to it; and f. With respect to each Fund: (1) It is duly organized, existing and in good standing under the laws of the state of its formation; (2) It is an investment company properly registered with the SEC under the 1940 Act; (3) A registration statement under the 1940 Act has been filed and will be effective and remain effective during the term of this Agreement; and (4) h. As of the effective close of business on the date of this Agreement, all necessary filings under the securities laws each Fund is authorized to issue unlimited shares of the state in which the Fund offers or sells its shares have been madebeneficial interest.

Representations and Warranties of the Administrator. The Administrator represents and warrants to the Sub-Administrator that: a. It is a statutory trustcorporation, duly organized, existing and in good standing under the laws of the State The Commonwealth of DelawareMassachusetts; b. It has the requisite corporate power and authority under applicable laws and by its Declaration Articles of Trust Organization and By-laws Laws to enter into, into and perform its duties and receive services pursuant to obligations under this Agreement; c. All requisite proceedings have been taken to authorize it to enter into, into and perform its duties and receive services pursuant to obligations under this Agreement; d. No legal or administrative proceedings have been instituted or threatened which would impair the Administrator’s 's ability to perform its duties and obligations under this Agreement; e. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of the Administrator or any law or regulation applicable to it; and; f. With respect to each Fundthe Trust: (1) It is duly organized, existing and in good standing under the laws of the state of its formation; (2) It The Trust is an investment company properly registered with the SEC under the 1940 Act; (32) A registration statement under the 1940 Act has been filed and will be effective and remain effective during the term of this Agreement; (3) The Fund(s) and classes listed on Schedule A are authorized to issue an unlimited number of shares of beneficial interest; and (4) As of the effective date of this AgreementThe Trust is duly organized, all necessary filings existing and in good standing as a business trust under the securities laws of the state in which the Fund offers or sells its shares have been madeThe Commonwealth of Massachusetts.

Representations and Warranties of the Administrator. The Administrator represents and warrants to the Sub-Administrator that: a. It is a statutory trustcorporation, duly organized, existing and in good standing under the laws of the State The Commonwealth of DelawareMassachusetts; b. It has the requisite corporate power and authority under applicable laws and by its Declaration of Trust charter and By-laws bylaws to enter into, into and perform and receive services pursuant to this Agreement; c. All requisite proceedings have been taken to authorize it to enter into, into and perform and receive services pursuant to this Agreement; d. No legal or administrative proceedings have been instituted or threatened which would impair the Administrator’s ability to perform its duties and obligations under this Agreement; e. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of the Administrator or any law or regulation applicable to it; and; f. With respect to each the Fund: (1) It is duly organized, existing and in good standing under the laws of the state of its formation; (2) It The Fund is an investment company properly registered with the SEC under the 1940 Act; (32) A registration statement under the 1940 Act has been filed and will be effective and remain effective during the term of this Agreement; (3) As of the close of business on the date of this Agreement, the Fund is authorized to issue shares of common shares of beneficial interest, initially in the amount as set forth in Schedule A to this Agreement; and (4) As of the effective date of this AgreementThe Fund is duly organized, all necessary filings existing and in good standing as a business trust under the securities laws of the state in which the Fund offers or sells its shares have been madeThe Commonwealth of Massachusetts.

Representations and Warranties of the Administrator. The Administrator represents and warrants to the Sub-Administrator that: a. It is a statutory trustcorporation, duly organized, existing and in good standing under the laws of the State of DelawareCalifornia; b. It has the requisite corporate power and authority under applicable laws and by its Declaration of Trust charter and Byby-laws to enter into, into and perform and receive services pursuant to this Agreement; c. All requisite proceedings have been taken to authorize it to enter into, into and perform and receive services pursuant to this Agreement; d. No legal or administrative proceedings have been instituted or threatened which would impair the Administrator’s ability to perform its duties and obligations under this Agreement; e. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of the Administrator or any law or regulation applicable to it; and f. With respect to each Investment Fund: (1) It is duly organized, existing and in good standing under the laws of the state of its formation; (2) It Each Investment Fund is an investment company properly duly registered with the SEC under the 1940 Act; (32) A registration statement under the 1933 Act and the 1940 Act has been filed and will be effective and remain effective during the term of this Agreement; and (4) As . The Administrator also warrants to the Sub-Administrator that as of the effective date of this Agreement, all necessary filings under the securities laws of the state states in which the each Investment Fund offers or sells its shares have been made; and (3) As of the close of business on the date of this Agreement, each Investment Fund is authorized to issue shares of beneficial interest, and each Investment Fund will initially offer shares, in the authorized amounts as set forth in Schedule A to this Agreement.

Representations and Warranties of the Administrator. The Administrator represents and warrants wmTants to the Sub-Administrator that: a. It is a statutory trustlimited partnership, duly organized, existing and in good standing under the laws of the State state of Delaware; b. It has the requisite power and authority under applicable laws and by its Declaration of Trust charter and By-laws to enter into, perform into and receive services pursuant to perfmm this Agreement; c. All requisite proceedings have been taken to authorize it to enter into, into and perform and receive services pursuant to this Agreement; d. No legal or administrative proceedings have been instituted or threatened which would impair the Administrator’s ability to perform its duties and obligations under this Agreement; e. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of the Administrator or any law or regulation applicable to it; and; f. With respect to each FundTrust: (1) It is a statutory trust, duly organized, existing and in good standing under the laws of the state of its formation; (2) It is an investment company properly registered with the SEC under the 1940 Act; (3) A registration statement under the 1940 Act The Registration Statement has been filed and will be effective and remain effective during the term of this Agreement; and; (4) As of the effective date of this Agreement, all necessary filings under the securities laws of the state states in which the Fund Trust offers or sells its shares have been made; and (5) As of the close of business on the date of this Agreement, the Trust 1s authorized to issue unlimited shares of beneficial interest.

Representations and Warranties of the Administrator. The Administrator represents and warrants to the Sub-Administrator that: a. It is a statutory trustcorporation, duly organized, existing and in good standing under the laws of the State The Commonwealth of DelawareMassachusetts; b. It has the requisite corporate power and authority under applicable laws and by its Declaration Articles of Trust Organization and By-laws Laws to enter into, into and perform its duties and receive services pursuant to obligations under this Agreement; c. All requisite proceedings have been taken to authorize it to enter into, into and perform its duties and receive services pursuant to obligations under this Agreement; d. No legal or administrative proceedings have been instituted or threatened which would impair the Administrator’s 's ability to perform its duties and obligations under this Agreement; e. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of the Administrator or any law or regulation applicable to it; and; f. With respect to each the Fund: (1) It is duly organized, existing and in good standing under the laws of the state of its formation; (2) It The Fund is an investment company properly registered with the SEC under the 1940 Act; (32) A registration statement under the 1940 Act has been filed and will be effective and remain effective during the term of this Agreement; (3) As of the close of business on the date of this Agreement, the Fund is authorized to issue common shares of beneficial interest, initially in the amount as set forth in Schedule A to this Agreement; and (4) As of the effective date of this AgreementThe Fund is duly organized, all necessary filings existing and in good standing as a business trust under the securities laws of the state in which the Fund offers or sells its shares have been madeThe Commonwealth of Massachusetts.