Investment Adviser Matters Sample Clauses

Investment Adviser Matters. (1) Each of Polaris and the Polaris Subsidiaries which is registered as an investment adviser with the SEC (each, a “Polaris Adviser”) has (i) adopted a formal code of ethics complying in all material respects with Rule 204A-1 under the Investment Advisers Act and, to the extent applicable, Rule 17j-1 under the Investment Company Act and (ii) adopted and implemented written policies and procedures that are reasonably designed to prevent and detect any material violations under applicable securities, commodities or other investment-related or trading-related laws (including the Investment Advisers Act). None of the Polaris Advisers nor any of their respective employees or persons “associated” (as defined in the Investment Advisers Act) with the Polaris Advisers is in material violation of such code of ethics or policies and procedures. Since June 30, 2014, there has been no noncompliance by the Polaris Advisers or any of their respective employees or associated persons with such code of ethics or policies and procedures, except for such matters that would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect with respect to Polaris. (2) None of the Polaris Advisers, any officer, director or employee thereof, Polaris or, to the Knowledge of Polaris, any other “affiliated person” (as defined in the Investment Company Act) of the Polaris Advisers who is required to be eligible, is ineligible, or subject to potential ineligibility, pursuant to Section 9(a) or 9(b) of the Investment Company Act to serve in any capacity referred to in Section 9(a) thereof to a registered investment company; and none of the Polaris Advisers, any officer, director or employee thereof, Polaris or, to the Knowledge of Polaris, any other person “associated” (as defined in the Investment Advisers Act) with the Polaris Advisers who is required to be qualified, is subject to potential disqualification pursuant to Section 203 of the Investment Advisers Act from serving as an investment adviser or as a person associated with an investment adviser or is subject to disqualification under Rule 206(4)-3 under the Investment Advisers Act; in each case, except for any such disqualification (x) that would not reasonably be expected to be material to the Polaris Adviser, or (y) with respect to which Polaris or another relevant person has received exemptive relief from the SEC or another relevant Governmental Authority that has the effect of nullifying...
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Investment Adviser Matters. (a) A copy of Part 1 and Part 2A of Form ADV of Investors Capital Corporation d/b/a Investors Capital Advisory Services (the “Investment Adviser Subsidiary”) on file with the SEC as of the date of this Agreement (the “Form ADVs”), have been made available to Parent. The Form ADVs comply in all material respects with the applicable requirements of the Investment Advisers Act. (b) The Investment Adviser Subsidiary (i) is, and at all times since it commenced investment advisory activities has been, duly registered as an “investment adviser” under the Investment Advisers Act and the Investment Adviser Subsidiary has made state notice filings in each state where the conduct of its investment advisory activities requires such filings, except for any failure to be registered or to have made any filing would not be material, and (ii) is, and at all times has been, in material compliance with all Laws requiring any such registration or filing and is not subject to any material liability or disability by reason of the failure to be so registered or to have made such filings. (c) The Investment Adviser Subsidiary has adopted written policies and procedures pursuant to Rule 206(4)-7 under the Investment Advisers Act that are reasonably designed to prevent violations of the Investment Advisers Act. The Investment Adviser Subsidiary has adopted a written code of ethics pursuant to and in accordance with Rule 204A-1 under the Investment Advisers Act. Material exceptions to and material violations of such policies and procedures and code of ethics occurring since April 1, 2011 are set forth on Section 4.23(c) of the Company Disclosure Letter. Complete and correct copies of each of the policies and procedures and code of ethics set forth on Section 4.23(c) of the Company Disclosure Letter have been made available to Parent in the form in effect on the date of this Agreement. (d) Neither the Investment Adviser Subsidiary nor, to the knowledge of the Company, any other Person “associated” (as defined in Section 202(a)(17) of the Investment Advisers Act) with the Investment Adviser Subsidiary has been subject to disqualification pursuant to Section 203 of the Investment Advisers Act to serve as an “investment adviser” (as defined under the Investment Advisers Act) or as an associated person of an investment adviser (excluding, in each case, (i) the Investment Adviser Subsidiary or such associated Person to the extent it or such Person has received exemptive relief from the SE...
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Investment Adviser Matters. Neither Sirius nor any of the Sirius Subsidiaries is, or on the Closing Date will be, required to be registered as an investment adviser under the Investment Advisers Act.
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Investment Adviser Matters. (a) Each of the Group Companies and, to the Knowledge of the Company, each of their respective officers and employees, who is required to be registered, licensed or qualified as (x) an investment adviser or (y) an investment adviser representative under the Investment Advisers Act or any applicable similar U.S. state securities law is registered, licensed or qualified as such, except where the failure to be so registered, licensed or qualified would be material to the Group Companies, taken as a whole. (b) The Company has made available a correct and complete copy of the Adviser Subsidiary’s Form ADV as in effect as of the date hereof and, to the knowledge of the Company, such Form ADV is in compliance with the applicable requirements of the Investment Advisers Act, except where the failure to be in compliance would not have a Company Material Adverse Effect. (c) Neither the Adviser Subsidiary nor, to the Knowledge of the Company, any officer or employee of, or any other “persons associated with” (as defined in the Investment Advisers Act), the Adviser Subsidiary are ineligible pursuant to Section 203(e) or 203(f) of the Investment Advisers Act to serve as a registered investment adviser or as a person associated with a registered investment adviser; in each case, except for any such ineligibility (x) that would not have a Company Material Adverse Effect or (y) with respect to which the Adviser Subsidiary or another relevant Person has received exemptive relief from the SEC or another relevant Governmental Entity. (d) None of the Group Companies nor any of the Company’s partially-owned entities, which directly or indirectly manages or co-manages any fund or other investment vehicle, has raised financing for such funds or investment vehicles from investors who are Israeli residents (unless qualified under the First Supplement to the Israeli Securities Law), nor has any of such funds or investment vehicles (i) offered loans, credit facilities or other financial instruments of any kind to consumers in Israel, or (ii) operated, marketed, promoted or facilitated an offering of loans, credit facilities or other financial instruments which targets consumers in Israel, whether through direct solicitation, general online or offline advertising, or other channels. Without limiting the foregoing, each of the Group Companies and the Company’s partially-owned entities has implemented all means reasonably necessary to avoid (x) having to obtain a license or permit under...
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Investment Adviser Matters. (a) During the three (3) year period prior to the date hereof, Company Financial Advisor and, to the Knowledge of the Company, each of its officers and employees, who is required to be registered, licensed or qualified as (i) an investment adviser or (ii) an investment adviser representative, in each case, under the Investment Advisers Act or any applicable similar U.S. state securities Law is registered, licensed or qualified as such, and all such registrations and licenses are in full force and effect. Company Financial Advisor is in compliance in all material respects with the applicable provisions of the Investment Advisers Act. As of the date hereof, to the Knowledge of the Company, Company Financial Advisor does not act (x) as an investment adviser to any non-U.S. Person or any Advisory Client outside the U.S. in a manner or to an extent that requires registration in any such jurisdiction, or (y) as an investment adviser (or, for the avoidance of doubt, a sub-adviser) to any pooled investment vehicle or fund, including any such vehicle or fund (A) excepted from the definition of “investment company” (as defined under the Investment Advisers Act) under Section 3(c)(1) or Section 3(c)(7) of the Investment Advisers Act, or (B) required to register as an “investment company” under the Investment Company Act. (b) During the three (3) year period prior to the date hereof, Company Financial Advisor (to the extent required) has timely filed Form ADV, and as of the date of filing, no Form ADV contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each such Form ADV is in compliance with the applicable requirements of the Investment Advisers Act, except where the failure to be in compliance would not have a Material Adverse Effect. Company Financial Advisor has made available to Purchaser a correct and complete copy of Company Financial Advisor’ Form ADV as in effect as of the date hereof. (c) None of Company Financial Advisor or, to the Knowledge of the Company, any officer or employee of, or any other “person associated with” (as defined in the Investment Advisers Act) Company Financial Advisor is ineligible pursuant to Section 203(e) or 203(f) of the Investment Advisers Act to serve as a registered investment adviser or as a person associated with a registered investment ...
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Investment Adviser Matters. The Company shall use its reasonable best efforts to obtain all IMA Consents as soon as possible following the Effective Date and, in any case, prior to the Closing.
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Investment Adviser Matters. (a) The Company is duly registered under the Advisers Act as an Investment Adviser with the SEC and is in compliance in all material respects with the applicable provisions of the Advisers Act and the rules promulgated thereunder applicable to Investment Advisers. The Company is duly registered as an Investment Adviser under, and in compliance in all material respects with, the Laws of all jurisdictions in which it is required to be so registered, and/or it has made the required notice filing with the relevant jurisdictions, all of which are set forth on Section 3.9(a) of the Disclosure Schedule. (b) Each Business Associate and each of the Company’s officers and employees and independent contractors who are required to be registered, licensed or qualified as an investment adviser representative is, and since December 31, 2013 (or such more recent date on which such Business Associate first became associated with the Company) has been, duly registered as such and such registrations are and were, since December 31, 2013, in full force and effect, or such Person is in the process of being registered as such within the time period required by applicable Law. Neither the Company nor any of its Associated Persons or “supervised persons” (as defined in the Advisers Act) are ineligible to serve as an investment adviser or as an Associated Person of a registered investment adviser, as is described in Sections 203(e) and (f) of the Advisers Act, respectively, or subject to any “statutory disqualification” as defined in Section 3(a)(39) of the Exchange Act. There is no Legal Proceeding pending or, to the Knowledge of the Seller, threatened in writing that would reasonably be expected to result in the Company, the Dedicated Employees, the Company’s directors, officers, employees, or Associated Persons, or, to the Knowledge of the Seller, the Adviser Representatives or Brokers becoming subject to an order described in the foregoing sentence. The Company has resolved all material deficiencies asserted by any Governmental Entity in connection with any regulatory examination or other similar proceeding relating to its investment advisory or investment management activities. (c) The Seller or its Affiliates have made available to the Buyer a copy of the Company’s Uniform Applications for Investment Adviser Registration on Form ADV filed since December 31, 2013, reflecting all amendments thereto filed with the Investment Adviser Registration Depository of FINRA prior to the...
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Investment Adviser Matters. (a) At least thirty (30) calendar days prior to the Effective Time, the Company shall cause each Adviser to deliver a written notice (the “Negative Consent Notice”) to each of its investment advisory clients requesting consent to the “assignment” (as such term is defined under the Investment Advisers Act) or deemed assignment of the investment advisory contract(s) between such Adviser and such client in connection with the Transactions, informing such client that consent in respect of such assignment will be deemed to have been granted if such client does not object in writing to the Adviser prior to the Effective Time or terminate the applicable advisory contract prior to a date specified in the Negative Consent Notice, which date shall be at least thirty (30) days from the date the Negative Consent Notice is transmitted or mailed or such other period as mutually agreed by BRF and the Company. (b) During the Pre-Closing Period, the Advisers shall take reasonable steps to keep BRF informed of the status of responses to the Negative Consent Notice and, upon BRF’s request, make available to BRF any evidence of Persons terminating services or otherwise objecting or declining to consent, or withdrawing any consents. Upon request, BRF shall be provided a reasonable opportunity to review and comment on all written consent and/or notice materials (excluding one-on-one communications with clients), including the Negative Consent Notice, to be used by the Advisers prior to distribution and such Negative Consent Notice and notice materials shall be in form and substance reasonably satisfatory to BRF.
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Investment Adviser Matters. (a) 1505 Capital is and has been duly registered, licensed or qualified as an investment adviser under the Investment Advisers Act and any applicable similar U.S. states securities laws. 1505 Capital does not act as an investment adviser to any Person in a manner or to an extent that requires registration as an investment adviser in any non-U.S. jurisdiction, as reasonably determined by the Company after due inquiry (including consultation with local counsel in any relevant non-U.S. jurisdiction). 1505 Capital is and since January 1, 2021, has been, the sole Company Subsidiary that is required to be registered under the Investment Advisers Act. (b) Since January 1, 2021, 1505 Capital has timely filed (after giving effect to any extensions) all material registrations, Permits, forms, reports, notices and other material filings required to be filed with a Governmental Entity, including all amendments and supplements thereto. Such filings, including Form ADV when made were in all material respects accurate, complete and in compliance with all applicable Law; (c) All of 1505 Capital’s officers and employees and independent contractors required to be registered, licensed or qualified as an “investment adviser representative” (as such term is defined in Rule 203A-3 under the Investment Advisers Act) (each, an “IA Associated Person”) or in any similar capacity, (x) with respect to such of 1505 Capital’s independent contractors who are IA Associated Person’s, to the Knowledge of the Company and (y) with respect to each IA Associated Person, to the extent required by applicable Law, (i) are, and since January 1, 2021 while in the employ or under contract with 1505 Capital have been, registered, licensed or qualified (including any and all registrations as an investment adviser representative), and (ii) all such registrations, licenses and qualifications are in full force and effect and in good standing, in each case with all applicable Governmental Entities and all applicable Laws. (d) The Company has made available to Parent a copy of the Uniform Application for Investment Adviser Registration on Form ADV of 1505 Capital (Parts 1, 2A or 2B) and Form CRS (Part 3 of Form ADV) on file with the SEC, reflecting all amendments thereto that are in effect as of the date of this Agreement (the “Form ADV”), as in effect as of the date hereof and as filed since January 1, 2021, and such Form ADVs are and were in compliance with the applicable requirements of the Investment A...
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Related to Investment Adviser Matters

  • Investment Adviser The Buyer is an investment adviser registered under the Investment Advisers Act of 1940.

  • Investment Adviser and Investment Sub-Adviser The Trustees may in their discretion, from time to time, enter into an investment advisory or management contract or contracts with respect to the Trust or any Series whereby the other party or parties to such contract or contracts shall undertake to furnish the Trust with such management, investment advisory, statistical and research facilities and services and such other facilities and services, if any, and all upon such terms and conditions, as the Trustees may in their discretion determine. Notwithstanding any other provision of this Trust Instrument, the Trustees may authorize any investment adviser (subject to such general or specific instructions as the Trustees may from time to time adopt) to effect purchases, sales or exchanges of portfolio securities, other investment instruments of the Trust, or other Trust Property on behalf of the Trustees, or may authorize any officer, employee, agent, or Trustee to effect such purchases, sales or exchanges pursuant to recommendations of the investment adviser (and all without further action by the Trustees). Any such purchases, sales and exchanges shall be deemed to have been authorized by the Trustees. The Trustees may authorize, subject to applicable requirements of the 1940 Act, the investment adviser to employ, from time to time, one or more sub-advisers to perform such of the acts and services of the investment adviser, and upon such terms and conditions, as may be agreed upon between the investment adviser and sub-adviser. Any reference in this Trust Instrument to the investment adviser shall be deemed to include such sub-advisers, unless the context otherwise requires.

  • Investment Advisor The Buyer is an investment advisor registered under the Investment Advisors Act of 1940.

  • Sub-Investment Advisers The Adviser may employ one or more sub-investment advisers from time to time to perform such of the acts and services of the Adviser, including the selection of brokers or dealers to execute the Trust's portfolio security transactions, and upon such terms and conditions as may be agreed upon between the Adviser and such sub-investment adviser and approved by the Trustees of the Trust, all as permitted by the Investment Company Act of 1940.

  • Investment Advisory Duties Subject to the supervision of the Board of Trustees of the Trust and the Manager, the Sub-adviser will, in coordination with the Manager, (a) provide a program of continuous investment management for the Portfolio in accordance with the Portfolio's investment objectives, policies and limitations as stated in the Portfolio's Prospectus and Statement of Additional Information included as part of the Trust's Registration Statement on behalf of the Portfolio filed with the Securities and Exchange Commission, as they may be amended from time to time, copies of which shall be provided to the Sub-adviser by the Manager; (b) make investment decisions for the Portfolio; and (c) place orders to purchase and sell securities for the Portfolio. In particular, the Sub-adviser will be responsible for the market timing of purchases and sales and for all yield enhancement strategies used in managing the Portfolio. In performing its investment management services to the Portfolio hereunder, the Sub-adviser will provide the Portfolio with ongoing investment guidance and policy direction. The Sub-adviser will determine the securities, instruments, repurchase agreements, options and other investments and techniques that the Portfolio will purchase, sell, enter into or use, and will provide an ongoing evaluation of the Portfolio. The Sub-adviser will determine what portion of the Portfolio shall be invested in securities and other assets. The Sub-adviser further agrees that, in performing its duties hereunder, it will: (a) comply with the 1940 Act and all rules and regulations thereunder, the Advisers Act, applicable sections of the Internal Revenue Code of 1986, as amended (the "Code"), and all other applicable federal and state laws and regulations, and with any applicable procedures adopted by the Trustees; (b) manage the Portfolio so that it will qualify, and continue to qualify (except where extraordinary circumstances dictate otherwise), as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; (c) place orders pursuant to its investment determinations for the Portfolio directly with the issuer, or with any broker or dealer the Sub-adviser may choose, in accordance with applicable policies expressed in the Portfolio's Prospectus and/or Statement of Additional Information and in accordance with applicable legal requirements; (d) furnish to the Trust whatever statistical information the Trust may reasonably request in writing with respect to the Portfolio's assets or contemplated investments. In addition, the Sub-adviser will keep the Trust and the Trustees informed of developments materially affecting the Portfolio and shall, on the Sub-adviser's own initiative, furnish to the Trust from time to time whatever information the Sub-adviser believes appropriate for this purpose; (e) make available to the Manager and the Trust, promptly upon their written request, such copies of its investment records and ledgers with respect to the Portfolio as may be required to assist the Manager and the Trust in their compliance with applicable laws and regulations. The Sub-adviser will furnish the Trustees with such periodic and special reports regarding the Portfolio as they may reasonably request in writing; (f) immediately notify the Manager and the Trust in the event that the Sub-adviser or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-adviser from serving as an investment adviser pursuant to this Sub-advisory Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority. The Sub-adviser further agrees to notify the Trust and the Manager promptly if any statement regarding the Sub-adviser contained in the Trust's Registration Statement with respect to the Portfolio, or any amendment or supplement thereto, becomes untrue or incomplete in any material respect. In performing its duties under this Agreement, the Sub-adviser shall manage and invest the Portfolio's assets in accordance with the Portfolio's investment objectives, policies and restrictions as well as applicable federal and state securities laws, based upon instructions as may be provided to the Sub-adviser by the Manager, the Portfolio's administrator, accountant, custodian or other agent designated by the Manager as responsible for testing compliance of the Portfolio (the "Compliance Agent"). The Sub-adviser further agrees to manage and invest the Portfolio's assets in accordance with instructions as may be provided to the Sub-adviser from time to time by the Manager or the Compliance Agent in an effort to ensure that the Portfolio meets and maintains, so long as required by the Code, the requirements for qualification as a regulated investment company under Subchapter M of the Code and regulations issued thereunder. In fulfilling its obligations under this Agreement, the Sub-adviser shall be entitled to reasonably rely on and act in accordance with instructions provided by the Manager or Compliance Agent.

  • Investment Adviser Status The Investment Adviser is duly registered and in good standing with the Commission as an investment adviser under the Advisers Act, and is not prohibited by the Advisers Act, the 1940 Act, the Rules and Regulations or the Advisers Act Rules and Regulations, from acting under the Investment Management Agreement as contemplated by the Registration Statement, each preliminary prospectus and the Prospectus.

  • Investment Advisory Agreement (A) The terms of the Investment Advisory Agreement, including compensation terms, comply in all material respects with all applicable provisions of the 1940 Act and the Advisers Act and (B) the approvals by the board of directors and the stockholders of the Company of the Investment Advisory Agreement have been made in accordance with the requirements of Section 15 of the 1940 Act applicable to companies that have elected to be regulated as business development companies under the 1940 Act.

  • OTHER INVESTMENT ACTIVITIES OF THE SUB-ADVISER The Fund acknowledges that the Sub-Adviser or one or more of its affiliated persons may have investment responsibilities or render investment advice to or perform other investment advisory services for other individuals or entities and that the Sub-Adviser, its affiliated persons or any of its or their directors, officers, agents or employees may buy, sell or trade in any securities for its or their own respective accounts ("Affiliated Accounts"). Subject to the provisions of Section 7(b) hereof, the Fund agrees that the Sub-Adviser or its affiliated persons may give advice or exercise investment responsibility and take such other action with respect to other Affiliated Accounts which may differ from the advice given or the timing or nature of action taken with respect to the Series Account, provided that the Sub-Adviser acts in good faith, and provided further, that it is the Sub-Adviser's policy to allocate, within its reasonable discretion, investment opportunities to the Series Account over a period of time on a fair and equitable basis relative to the Affiliated Accounts, taking into account the investment objective and policies of the Series and any specific investment restrictions applicable thereto. The Fund acknowledges that one or more of the Affiliated Accounts may at any time hold, acquire, increase, decrease, dispose of or otherwise deal with positions in investments in which the Series Account may have an interest from time to time, whether in transactions which involve the Series Account or otherwise. The Sub-Adviser shall have no obligation to acquire for the Series Account a position in any investment which any Affiliated Account may acquire, and the Fund shall have no first refusal, co-investment or other rights in respect of any such investment, either for the Series Account or otherwise.

  • Investment Advisers Act The Manager is not prohibited by the Investment Advisers Act of 1940, as amended, or the rules and regulations thereunder, from performing its obligations under the Management Agreement as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

  • Investment Advisory Services The Adviser undertakes to act as investment adviser of the Portfolio and shall, subject to the supervision of the Fund's Board of Trustees, direct the investments of the Portfolio in accordance with the investment objective, policies and limitations as provided in the Portfolio's Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 and rules thereunder, as amended from time to time (the "1940 Act"), and such other limitations as the Portfolio may impose by notice in writing to the Adviser. The Adviser shall also furnish for the use of the Portfolio office space and all necessary office facilities, equipment and personnel for servicing the investments of the Portfolio; and shall pay the salaries and fees of all officers of the Fund, of all Trustees of the Fund who are "interested persons" of the Fund or of the Adviser and of all personnel of the Fund or the Adviser performing services relating to research, statistical and investment activities. The Adviser is authorized, in its discretion and without prior consultation with the Portfolio, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Portfolio. The investment policies and all other actions of the Portfolio are and shall at all times be subject to the control and direction of the Fund's Board of Trustees.

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