Adviser Representations Sample Clauses

Adviser Representations. (a) The Adviser makes the following representations to the Sub-Adviser: (b) The Adviser is a Colorado corporation duly registered as an investment adviser under the Advisers Act. (c) The Adviser will discharge its duties as investment adviser to the Fund in accordance with the applicable provisions of the 1940 Act and the Advisers Act and of the rules and regulations thereunder. (d) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorized by all necessary action on the part of its shareholders, Board of Directors, or other applicable governing body and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement. (e) The execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s certificate of incorporation or by-laws, or other applicable organizational documents, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser. (f) This Agreement is a valid and binding agreement of the Adviser, enforceable against it in accordance with the terms hereof.

Adviser Representations. The Adviser represents that: (i) it is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”); (ii) it is duly authorized and empowered to enter into and perform its obligations under this Agreement; (iii) the execution and delivery of this Agreement does not constitute a breach of or default under (A) any provision of applicable law, rule or regulation, (B) the Adviser’s governing documents, or (C) any agreement, judgment, injunction, order, decree, contract or other instrument binding upon the Adviser; (iv) it has adopted a written code of ethics complying with the requirements under Rule 17j-1 under the Investment Company Act and Rule 204A-1 under the Investment Advisers Act and has provided the Sub-Adviser with a copy of that code; and (iv) this Agreement is a legally valid and binding obligation of the Adviser enforceable in accordance with its terms. The Adviser will notify the Sub-Adviser immediately if any of these representations ceases to be accurate.

Adviser Representations. Adviser represents to Client that it is an investment adviser registered with the Securities and Exchange Commission under the Investment Advisers Act of 1940, as amended and that, in connection with Adviser’s performance of the Fiduciary Services described in Exhibit A attached hereto, Adviser is acting as a fiduciary for the Plan under Section 3(21) of ERISA for the sole purpose of providing non-discretionary investment advice.

Adviser Representations. The Adviser represents and warrants to the Sub-Adviser that: (i) the Adviser has been given full power and authority by the Board of Directors of the Fund (the “Board”) to appoint the Sub-Adviser to deal with the Account in accordance with the terms of this Agreement, including, without limitation, the Investment Guidelines; (ii) this Agreement is valid and has been duly authorized, does not violate, and includes applicable requirements of, any law, rule, or obligation to which the Adviser or the Account is subject, and when so executed and delivered, will be binding upon the Adviser in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and general principles of equity (and Adviser agrees to provide the Sub-Adviser with evidence of such authority as may be reasonably requested by the Sub-Adviser); (iii) when the Fund is eligible, the Adviser will execute and deliver to the Sub-Adviser a Qualified Institutional Buyer Certification (Annex A), and the Adviser will immediately advise the Sub-Adviser in writing of any change in status affecting such certification; (iv) the Adviser acknowledges that it has received, before or at the time of entering into this Agreement, a copy of the Sub-Adviser’s brochure required by Part 2 of Form ADV; and (v) the Adviser shall, as reasonably requested by the Sub-Adviser, furnish to the Sub-Adviser certified copies of appointments or designations setting forth the titles and authorities of the individuals who are authorized to act on behalf of the Adviser with respect to the Account and this Agreement, as set forth on the list to be provided by the Adviser, and the Sub-Adviser shall be entitled to rely upon such information (including the list of names provided by the Adviser) until it receives written notice of a change in such appointments or designations.

Adviser Representations. The Adviser represents that (a) it is registered as an investment adviser with the U.S. Securities and Exchange Commission and (b) it will provide or make available its current Disclosure Document and any other advisory marketing material for the Solicitor’s use.

Adviser Representations. The Adviser represents and warrants to the Sub-Adviser that: (i) the Adviser has been given full power and authority by the Board to appoint the Sub-Adviser to manage the Account in accordance with the terms of this Agreement; (ii) this Agreement is valid and has been duly authorized, does not violate, and includes applicable requirements of, any law, rule, or obligation to which the Adviser or the Account is subject, and when so executed and delivered, will be binding upon the Adviser in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and general principles of equity (and Adviser agrees to provide the Sub-Adviser with evidence of such authority as may be reasonably requested by the Sub-Adviser); (iii) the Adviser acknowledges that it has received, before or at the time of entering into this Agreement, a copy of the Sub-Adviser’s brochure required by Part 2 of Form ADV; and (iv) the Adviser shall, as reasonably requested by the Sub-Adviser, furnish to the Sub-Adviser certified copies of appointments or designations setting forth the titles and authorities of the individuals who are authorized to act on behalf of the Adviser with respect to the Account and this Agreement, as set forth on the list to be provided by the Adviser, and the Sub-Adviser shall be entitled to rely upon such information (including the list of names provided by the Adviser) until it receives written notice of a change in such appointments or designations.

Adviser Representations. (a) The Adviser represents and warrants that it is duly registered as an investment adviser with the Securities and Exchange Commission pursuant to the Advisers Act. (b) The Adviser represents and warrants that this Agreement has been duly authorized in accordance with the Adviser's governing documents and when executed and delivered will be binding upon the Adviser in accordance with its terms.

Adviser Representations. The Adviser represents and warrants to Sub-Adviser that: (i) the Adviser has full power and authority to appoint Sub-Adviser to provide non-discretionary advisory services to the Fund in accordance with the terms of this Agreement, and (ii) this Agreement is valid and has been duly authorized, does not violate any obligation by which the Adviser is bound, and when so executed and delivered, will be binding upon the Adviser in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and general principles of equity (and the Adviser agrees to provide Sub-Adviser with evidence of such authority as may be reasonably requested by Sub-Adviser).

Adviser Representations. Strategic Wealth, LLC is registered as an investment adviser with the state of Georgia and ADVISER’s registration is currently effective. If CLIENT’s Account is subject to ERISA, ADVISER is a “fiduciary” (as that term is defined by ERISA) with respect to the Account. Except for insurance, neither ADVISER nor its Investment Advisor Representatives receive commissions for the sale of financial products. ADVISOR and its Investment Advisor Representatives receive referral fees – known as “solicitor’s fees” – when recommending the use of Turnkey Asset Management Programs (TAMPS).