Common use of Adviser Representations Clause in Contracts

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.