Regulatory Reports, Registrations and Agreements. (a) Neither the Company, the Investment Advisor nor the Seller is required to be nor is registered and an “investment adviser” under the Investment Advisers Act. Each of the Company and its Affiliates that are required by Applicable Law (other than the Investment Advisers Act) to be, are and at all times have been, duly registered, licensed or qualified as an investment adviser in each state or any other jurisdiction where the conduct of its business requires such registration, licensing or qualification. Section 5B.1(a) of the Company Disclosure Letter sets forth any of the Company and its Affiliates that (i) is or has been an “investment adviser” within the meaning of the Investment Advisers Act or any other Applicable Law or (ii) is subject to any material Liability or disability by reason of any failure to be so registered, licensed or qualified. (b) Each of the Company, its Affiliates and the Investment Advisor has complied in all material respects with all Applicable Law regarding the privacy of clients, customers and other Persons and, to the extent required by Applicable Law, has established and complied with its policies and procedures with respect to: (i) xxxxxxx xxxxxxx and trading on material non-public information, (ii) business continuity plans in the event of business disruptions, (iii) the protection of nonpublic personal information about customers, clients and other third parties, (iv) a code of ethics. Copies of all such policies and procedures have been provided or made available to the Purchaser, and to the Knowledge of Seller, there have been no material violations or allegations by any employee or client of the Company and its Affiliates or any Governmental Authority or material violations of such policies. (c) Other than as set forth on Section 5B1.(c) of the Company Disclosure Letter, there are no third-party fee sharing contracts. (d) None of the Company or any of its Affiliates is subject to any priority or exclusivity agreements or undertakings with respect to the distribution of any Company Account. (e) The Company has made available to the Purchaser all Contracts between any of the Company and its Affiliates, on the one hand, and individual investors, on the other hand, as well as all Funds Operative Documents, relating to each Company Account. (f) No Memorandum, as supplemented by additional disclosure as needed, at the time that it was used to offer interests in any Company Fund, failed to comply in all material respects with all Applicable Laws or contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made in such Memorandum not misleading in light of the circumstances under which such statements were made. (g) Each Company Account has been managed in all material respects in accordance with the description set forth in its Memorandum and governing documents. (h) Each of the Company and its Affiliates, to the extent required by Applicable Law, has adopted a written policy, maintains and is in compliance with Applicable Law relating to anti-money laundering, has a written customer identification program and is in compliance with Applicable Law and has complied with the terms of such programs in all material respects. (i) None of the Company, its Subsidiaries, or the Seller or, to the Knowledge of Seller, any Person who is “associated with” (as that term is defined in the Investment Advisers Act) any of the Company, its Subsidiaries or the Seller for purposes of the Investment Advisers Act is or has been, during the ten years prior to the date hereof, convicted of any crime (other than a misdemeanor traffic violation or similar misdemeanor) or is, or has been during such period, subject to any disqualification that, in either case, would be a basis for denial, suspension or revocation of registration of an investment adviser under Section 203(e) of the Investment Advisers Act or the subject of a disclosure obligation pursuant to Rule 206(4)-4(b) thereunder, and as of the date of this Agreement, there are no Actions pending or, to the Knowledge of Seller, threatened that could result in any such disqualification, denial, suspension, revocation or require such disclosure. (j) Section 5B.1(j) of the Company Disclosure Letter identifies each no-action letter and exemptive order issued to the Company or any of its Affiliates, the Investment Advisor, or the Company Funds that remains applicable to its business as conducted on the date of this Agreement. Prior to the date of this Agreement, the Company has made available to the Purchaser a true and correct copy of each such no-action letter and exemptive order. The Company, its Affiliates, the Investment Advisor or the Company Funds, as applicable, have complied with all representations, terms and conditions of such no-action letters and exemptive orders necessary to rely on the relief granted thereby. (k) None of the Company, its Subsidiaries, the Investment Advisor or the Seller (i) are required by Applicable Law to be, or to have been, duly registered, licensed or qualified as a broker or dealer in any jurisdiction, (ii) is or has been a member of the Financial Industry Regulatory Authority (“FINRA”) or (iii) is or has been a “broker” or “dealer” within the meaning of the Exchange Act or any other Applicable Law. (l) None of the Company, its Subsidiaries, the Investment Advisor or the Seller (i) is required to be registered, licensed or qualified (or, if so required, has obtained an exemption from such registration, licensing or qualification) as a commodity pool operator, futures commission agent, commodity trading adviser, bank, trust company, real estate broker, insurance company or insurance broker under any Applicable Law or is subject to any liability or disability by reason of any failure to be so registered, licensed or qualified or (ii) has received notice of any proceeding concerning any failure to obtain any commodity pool operator, futures commission merchant, commodity trading adviser, bank, trust company, real estate broker, insurance company, insurance broker or transfer agent registration, license or qualification. (m) Each of the Company, its Subsidiaries, the Investment Advisor, the Funds and the Seller has complied with Applicable Law governing the receipt, use or provision of “brokerage and research services” (as such term is defined in Section 28(e) of the Exchange Act) through “soft dollar” arrangements or otherwise. (n) All performance information provided, presented or made available by the Company, its Subsidiaries, the Investment Advisor, the Seller or a Company Fund to any Client or potential client has complied in all material respects with Applicable Law and is not misleading in any material respect. Each of the Company, its Subsidiaries, the Investment Advisor and the Seller maintains all documentation necessary to form the basis for, demonstrate or recreate the calculation of the performance or rate of return of all accounts that are included in a composite (current and historical performance results) as required by Applicable Law. Any investment performance earned by any Person at a firm other than the Company, its Subsidiaries or the Investment Advisor and presented by any of the Company, its Subsidiaries or the Investment Advisor as its business performance has complied in all material respects with Applicable Law. (o) None of the Company, its Subsidiaries, the Investment Advisor, the Seller or any Company Fund is (i) subject to Section 15 of the Investment Company Act or (ii) registered or required to be registered under the Investment Company Act.
Appears in 1 contract
Regulatory Reports, Registrations and Agreements. (a) Neither the Company, the Investment Advisor nor the Seller is required to be nor is registered and an “investment adviser” under the Investment Advisers Act. Each of the Company and its Affiliates that are required to be, are, and at all times required by Applicable Law (other than the Investment Advisers Act) to be, are and at all times have has been, duly registered, licensed or qualified as an investment adviser a commodity trading advisor or a commodity pool operator in each state or any other jurisdiction where the conduct of its business requires such registration, licensing or qualification. Section 5B.1(a) of the Company Sellers’ Disclosure Letter sets forth any of the Company and its Affiliates Affiliate that (i) is or has been an “investment adviser” within the meaning of the Investment Advisers Act or any other Applicable Law or (ii) is subject to any material Liability or disability by reason of any failure to be so registered, licensed or qualified. Each Affiliate that is required to be duly registered as an investment adviser under the Investment Advisers Act has at all times been duly registered.
(b) Each of the Company, its Affiliates and the Investment The Trading Advisor has complied in effect, and at all material respects with all Applicable Law regarding the privacy of clients, customers and other Persons and, to the extent times required by Applicable Law, Law has established and complied with its policies and procedures with respect to: had in effect (i) xxxxxxx xxxxxxx and trading on a written policy regarding the protection of material non-public information, (ii) business continuity plans in a policy that governs the event conduct of business disruptionsemployees similar to a code of ethics, (iii) policies and procedures with respect to the protection of nonpublic personal information about customers, clients and other third partiesparties designed to assure compliance with Applicable Law (“Privacy Policies”), (iv) policies and procedures with respect to business continuity plans in the event of business disruptions and (v) all such other required compliance policies and procedures (collectively, “Adviser Compliance Policies”), and has designated and approved a code of ethicschief compliance officer. Copies of all such policies and procedures Adviser Compliance Policies have been provided or made available to the Purchaser. All such Adviser Compliance Policies comply in all material respects with Applicable Law, and to the Knowledge of Seller, there have been no material violations or allegations by any employee or client of the Company and its Affiliates or any Governmental Authority or of material violations of such policiesAdviser Compliance Policies.
(c) Other than as set forth on Section 5B1.(c) of the Company Disclosure Letter, there are no third-party fee sharing contracts.
(d) None of the Company or any of its Affiliates is subject to any priority or exclusivity agreements or undertakings with respect to the distribution of any Company Account.
(e) The Company has made available to the Purchaser all Contracts between any of the Company and its Affiliates, on the one hand, and individual investors, on the other hand, as well as all Funds Operative Documents, relating to each Company Account.
(f) No Memorandum, as supplemented by additional disclosure as needed, at the time that it was used to offer interests in any Company Fund, failed to comply in all material respects with all Applicable Laws or contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made in such Memorandum not misleading in light of the circumstances under which such statements were made.
(g) Each Company Account has been managed in all material respects in accordance with the description set forth in its Memorandum and governing documents.
(h) Each of the Company and its Affiliates, to the extent required by Applicable Law, has adopted established
(d) a written policy, maintains and is in compliance with Applicable Law relating to anti-money laundering, has laundering program and a written customer identification program and is in compliance with Applicable Law and has complied with the terms of such programs in all material respects.
(ie) None of the Company, its SubsidiariesAffiliates, or the Seller Trading Advisor or, to the Knowledge of Sellerthe Sellers, any Person who is “associated with” (as that term is defined in the Investment Advisers Act) any of the Company, its Subsidiaries Affiliates or the Seller for purposes of the Investment Advisers Act is or has beenTrading Advisor has, during the ten years prior to the date hereof, been convicted of any crime (other than a misdemeanor traffic violation or similar misdemeanor) or is, or has been during such period, subject to any disqualification that, in either case, would be a basis for denial, suspension or revocation of registration of an investment adviser under Section 203(e) of the Investment Advisers Act or the subject of a disclosure obligation pursuant to Rule 206(4)-4(b) thereunder), and as of the date of this Agreement, there are no such Actions pending or, to the Knowledge of Sellerthe Sellers, threatened that could result in any such disqualification, denial, suspension, revocation or require such disclosurethreatened.
(jf) Section 5B.1(j5B.1(f) of the Company Sellers’ Disclosure Letter identifies each no-action letter and exemptive order issued to the Company or any of its Affiliates, the Investment Advisor, Affiliates or the Company Funds that remains applicable to its business as conducted on the date of this Agreement. Prior to the date of this Agreement, the Company has made available to the Purchaser a true and correct copy of each such no-action letter and exemptive order. The Company, its Affiliates, the Investment Advisor Affiliates or the Company Funds, as applicable, have complied with all representations, terms and conditions of such no-action letters and exemptive orders necessary to rely on the relief granted thereby.
(kg) None of the Company, its SubsidiariesCHC, the Investment Advisor their Affiliates or the Seller Trading Advisor (i) are required by Applicable Law to be, or to or, as required by Applicable Law, have been, duly registered, licensed or qualified as a broker or dealer in any jurisdictionjurisdiction which requires such registration, licensing or qualification, (ii) is or has been a member of the Financial Industry Regulatory Authority (“FINRA”) or (iii) is or has been a “broker” or “dealer” within the meaning of the Exchange Act or any other Applicable Law.
(lh) None of the Company, its Subsidiaries, the Investment Advisor Affiliates or the Seller Trading Advisor (i) is required to be registered, licensed or qualified (or, if so required, has obtained an exemption from such registration, licensing or qualification) as a commodity pool operator, futures commission agent, commodity trading adviser, bank, trust company, real estate broker, insurance company or insurance broker under any Applicable Law or is subject to any liability or disability by reason of any failure to be so registered, licensed or qualified or (ii) has received notice of any proceeding concerning any failure to obtain any commodity pool operator, futures commission merchant, commodity trading adviser, bank, trust company, real estate broker, insurance company, insurance broker or transfer agent registration, license or qualification.
(mi) Each of the Company, its Subsidiaries, the Investment Advisor, the Funds Affiliates and the Seller Trading Advisor has complied with Applicable Law governing the receipt, use or provision of “brokerage and research services” (as such term is defined in Section 28(e) of the Exchange Act) through “soft dollar” arrangements or otherwise.
(nj) All performance information provided, presented or made available by the Company, its SubsidiariesAffiliates, the Investment Advisor, the Seller Trading Advisor or a Company Fund to any Client or potential client has complied in all material respects with Applicable Law and is not misleading in any material respect. Each of the Company, its Subsidiaries, the Investment Advisor Affiliates and the Seller Trading Advisor maintains all documentation necessary to form the basis for, demonstrate or recreate the calculation of the performance or rate of return of all accounts that are included in a composite (current and historical performance results) as required by Applicable Law. Any investment performance earned by any Person at a firm other than the Company, Company or its Subsidiaries or the Investment Advisor Affiliates and presented by any of the Company, Company or its Subsidiaries or the Investment Advisor Affiliates as its business performance has complied in all material respects with Applicable Law.
(o) None of the Company, its Subsidiaries, the Investment Advisor, the Seller or any Company Fund is (i) subject to Section 15 of the Investment Company Act or (ii) registered or required to be registered under the Investment Company Act.
Appears in 1 contract
Regulatory Reports, Registrations and Agreements. (a) Neither the Company, the Investment Advisor Glenrock nor the Seller Company is required to be nor is registered and as an “investment adviser” under the Investment Advisers Act. Each of the Company and its Affiliates that are required by Applicable Law (other than the Investment Advisers Act) to bebe are, are and at all times have required by Applicable Law has been, duly registered, licensed or qualified as an investment adviser in each state or any other jurisdiction where the conduct of its business requires such registration, licensing or qualification. Section 5B.1(a) of the Company Disclosure Letter sets forth any of the Company and its Affiliates that (i) is or has been an “investment adviser” within the meaning of the Investment Advisers Act or any other Applicable Law or (ii) is subject to any material Liability or disability by reason of any failure to be so registered, licensed or qualified.
(b) Each of the Company, Company and its Affiliates and the Investment Advisor has complied in all material respects with all Applicable Law regarding the privacy of clients, customers and other Persons Persons, and, to the extent required by Applicable Law, has established and complied with its policies and procedures with respect to: (i) xxxxxxx xxxxxxx and trading on material non-public information, (ii) business continuity plans in the event of business disruptions, (iii) the protection of nonpublic personal information about customers, clients and other third parties, (iv) a code of ethics. Copies of all such policies and procedures have been provided or made available to the Purchaser, and to the Knowledge of Sellerthe Company, there have been no material violations or allegations by any employee or client of the Company and its Affiliates or any Governmental Authority or material violations of such policies.
(c) Other than as set forth on Section 5B1.(c) of the Company Disclosure Letter, there There are no thirdthird party fee-party fee sharing contracts.
(d) None of the Company or any of its Affiliates is subject to any priority or exclusivity agreements or undertakings with respect to the distribution of any Company Account.
(e) The Company has made available to the Purchaser all Contracts between any of the Company and its Affiliates, on the one hand, and individual investors, on the other hand, as well as all Funds Operative Documents, relating to each Company Account.
(f) No Memorandum, as supplemented by additional disclosure as needed, at the time that it was used to offer interests in any Company Fund, failed to comply in all material respects with all Applicable Laws or contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made in such Memorandum not misleading in light of the circumstances under which such statements were made.
(g) Each Company Account has been managed in all material respects in accordance with the description set forth in its Memorandum and governing documents.
(h) Each of the Company and its Affiliates, to the extent required by Applicable Law, has adopted a written policy, maintains and is in compliance with Applicable Law relating to anti-money laundering, has a written customer identification program and is in compliance with Applicable Law and has complied with the terms of such programs in all material respects.
(i) None of the Company, its Subsidiaries, or the Seller Glenrock or, to the Knowledge of Sellerthe Company, any Person who is “associated with” (as that term is defined in the Investment Advisers Act) any of the Company, its Subsidiaries or the Seller for purposes of the Investment Advisers Act is or has beenGlenrock has, during the ten years prior to the date hereof, been convicted of any crime (other than a misdemeanor traffic violation or similar misdemeanor) or is, or has been during such period, subject to any disqualification that, in either case, would be a basis for denial, suspension or revocation of registration of an investment adviser under Section 203(e) of the Investment Advisers Act or the subject of a disclosure obligation pursuant to Rule 206(4)-4(b) thereunder, and as of the date of this Agreement, there are no Actions pending or, to the Knowledge of Sellerthe Company, threatened that could result in any such disqualification, denial, suspension, revocation or ore require such disclosure.
(j) Section 5B.1(j) of the Company Disclosure Letter identifies each no-action letter and exemptive order issued to the Company or any of its Affiliates, the Investment Advisor, Affiliates or the Company Funds that remains applicable to its business as conducted on the date of this Agreement. Prior to the date of this Agreement, the Company has made available to the Purchaser a true and correct copy of each such no-action letter and exemptive order. The Company, its Affiliates, the Investment Advisor Affiliates or the Company Funds, as applicable, have complied with all representations, terms and conditions of such no-action letters and exemptive orders necessary to rely on the relief granted thereby.
(k) None of the Company, its Subsidiaries, the Investment Advisor Subsidiaries or the Seller Glenrock (i) are required by Applicable Law to be, or to or, as required by Applicable Law, have been, duly registered, licensed or qualified as a broker or dealer in any jurisdictionjurisdiction which requires such registration, licensing or qualification, (ii) is or has been a member of the Financial Industry Regulatory Authority (“FINRA”) or (iii) is or has been a “broker” or “dealer” within the meaning of the Exchange Act or any other Applicable Law.
(l) None of the Company, its Subsidiaries, the Investment Advisor Subsidiaries or the Seller Glenrock (i) is required to be registered, licensed or qualified (or, if so required, has obtained an exemption from such registration, licensing or qualification) as a commodity pool operator, futures commission agent, commodity trading adviser, bank, trust company, real estate broker, insurance company or insurance broker under any Applicable Law or is subject to any liability or disability by reason of any failure to be so registered, licensed or qualified or (ii) has received notice of any proceeding concerning any failure to obtain any commodity pool operator, futures commission merchant, commodity trading adviser, bank, trust company, real estate broker, insurance company, insurance broker or transfer agent registration, license or qualification.
(m) Each of the Company, its Subsidiaries, the Investment Advisor, the Funds Subsidiaries and the Seller Glenrock has complied with Applicable Law governing the receipt, use or provision of “brokerage and research services” (as such term is defined in Section 28(e) of the Exchange Act) through “soft dollar” arrangements or otherwise.
(n) All performance information provided, presented or made available by the Company, its Subsidiaries, the Investment Advisor, the Seller Glenrock or a Company Fund to any Client or potential client has complied in all material respects with Applicable Law and is not misleading in any material respect. Each of the Company, its Subsidiaries, the Investment Advisor Subsidiaries and the Seller Glenrock maintains all documentation necessary to form the basis for, demonstrate or recreate the calculation of the performance or rate of return of all accounts that are included in a composite (current and historical performance results) as required by Applicable Law. Any investment performance earned by any Person at a firm other than the Company, Company or its Subsidiaries or the Investment Advisor and presented by any of the Company, Company or its Subsidiaries or the Investment Advisor as its business performance has complied in all material respects with Applicable Law.
(o) None of the Company, its Subsidiaries, the Investment Advisor, the Seller Glenrock or any Company Fund is (i) subject to Section 15 of the Investment Company Act or (ii) registered or required to be registered under the Investment Company Act.
Appears in 1 contract
Regulatory Reports, Registrations and Agreements. (a) Neither the Company, the Investment Advisor nor the Seller is required to be nor is registered and an “investment adviser” under the Investment Advisers Act. Each of the Company and its Affiliates that Sellers are required by Applicable Law (other than duly registered with the Investment Advisers Act) to be, are and at all times have been, duly registered, licensed Commodity Futures Trading Commission as a commodity trading advisor or qualified as an investment adviser a commodity pool operator in each state or any other jurisdiction where the conduct of its business requires such registration, licensing or qualification. Section 5B.1(a.
(a) of the Company Disclosure Letter sets forth any of the Company WIC and its Affiliates that WGFM has in effect, and at all times required by Applicable Law has had in effect (i) is or has been an “investment adviser” within the meaning of the Investment Advisers Act or any other Applicable Law or (ii) is subject to any material Liability or disability by reason of any failure to be so registered, licensed or qualified.
(b) Each of the Company, its Affiliates and the Investment Advisor has complied in all material respects with all Applicable Law a written policy regarding the privacy protection of clients, customers and other Persons and, to the extent required by Applicable Law, has established and complied with its policies and procedures with respect to: (i) xxxxxxx xxxxxxx and trading on material non-public information, (ii) business continuity plans in a policy that governs the event conduct of business disruptionsemployees similar to a code of ethics, (iii) policies and procedures with respect to the protection of nonpublic personal information about customers, clients and other third partiesparties designed to assure compliance with Applicable Law (“Privacy Policies”), (iv) policies and procedures with respect to business continuity plans in the event of business disruptions and (v) all such other required compliance policies and procedures (collectively, “Adviser Compliance Policies”), and has designated and approved a code of ethicschief compliance officer. Copies of all such policies and procedures Adviser Compliance Policies have been provided or made available to the Purchaser. All such Adviser Compliance Policies comply in all material respects with Applicable Law, and to the Knowledge of Seller, there have been no material violations or allegations by any employee or client of the Company and its Affiliates or any Governmental Authority or of material violations of such policiesAdviser Compliance Policies.
(c) Other than as set forth on Section 5B1.(c) of the Company Disclosure Letter, there are no third-party fee sharing contracts.
(d) None of the Company or any of its Affiliates is subject to any priority or exclusivity agreements or undertakings with respect to the distribution of any Company Account.
(e) The Company has made available to the Purchaser all Contracts between any of the Company and its Affiliates, on the one hand, and individual investors, on the other hand, as well as all Funds Operative Documents, relating to each Company Account.
(f) No Memorandum, as supplemented by additional disclosure as needed, at the time that it was used to offer interests in any Company Fund, failed to comply in all material respects with all Applicable Laws or contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made in such Memorandum not misleading in light of the circumstances under which such statements were made.
(g) Each Company Account has been managed in all material respects in accordance with the description set forth in its Memorandum and governing documents.
(hb) Each of the Company and its AffiliatesFunds, to the extent required by Applicable Law, has adopted established a written policy, maintains and is in compliance with Applicable Law relating to anti-money laundering, has laundering program and a written customer identification program and is in compliance with Applicable Law and has complied with the terms of such programs in all material respects.
(ic) None of the Company, its Subsidiaries, Company or the Seller Sellers or, to the Knowledge of Sellerthe Sellers, any Person who is “associated with” (as that term is defined in the Investment Advisers Act) any of the Company, its Subsidiaries Company or the Seller for purposes of the Investment Advisers Act is or has beenSellers has, during the ten years prior to the date hereof, been convicted of any crime (other than a misdemeanor traffic violation or similar misdemeanor) or is, or has been during such period, subject to any disqualification that, in either case, would be a basis for denial, suspension or revocation of registration of an investment adviser under Section 203(e) of the Investment Advisers Act or the subject of a disclosure obligation pursuant to Rule 206(4)-4(b) thereunder), and as of the date of this Agreement, there are no such Actions pending or, to the Knowledge of Sellerthe Sellers, threatened that could result in any such disqualification, denial, suspension, revocation or require such disclosurethreatened.
(jd) Section 5B.1(j5B.1(d) of the Company Sellers’ Disclosure Letter identifies each no-action letter and exemptive order issued to the Company or any of its AffiliatesCompany, the Investment Advisor, Sellers or the Company Funds that remains applicable to its business as conducted on the date of this Agreement. Prior to the date of this Agreement, the Company has made available to the Purchaser a true and correct copy of each such no-action letter and exemptive order. The Company, its Affiliates, the Investment Advisor Sellers or the Company Funds, as applicable, have complied with all representations, terms and conditions of such no-action letters and exemptive orders necessary to rely on the relief granted thereby.
(ke) None of the Company, its Subsidiaries, the Investment Advisor Company or the Seller Sellers (i) are required by Applicable Law to be, or to or, as required by Applicable Law, have been, duly registered, licensed or qualified as a broker or dealer in any jurisdictionjurisdiction which requires such registration, licensing or qualification, (ii) is or has been a member of the Financial Industry Regulatory Authority (“FINRA”) or (iii) is or has been a “broker” or “dealer” within the meaning of the Exchange Act or any other Applicable Law.
(lf) None of the Company, its Subsidiaries, the Investment Advisor Company or the Seller Sellers (i) is required to be registered, licensed or qualified (or, if so required, has obtained an exemption from such registration, licensing or qualification) as a commodity pool operator, futures commission agent, commodity trading adviser, bank, trust company, real estate broker, insurance company or insurance broker under any Applicable Law or is subject to any liability or disability by reason of any failure to be so registered, licensed or qualified or (ii) has received notice of any proceeding concerning any failure to obtain any commodity pool operator, futures commission merchant, commodity trading adviser, bank, trust company, real estate broker, insurance company, insurance broker or transfer agent registration, license or qualification.
(mg) Each The Company and each of the Company, its Subsidiaries, the Investment Advisor, the Funds and the Seller Affiliates has complied with Applicable Law governing the receipt, use or provision of “brokerage and research services” (as such term is defined in Section 28(e) of the Exchange Act) through “soft dollar” arrangements or otherwise.
(nh) All performance information provided, presented or made available by or on behalf of the Company, its Subsidiaries, Company or the Investment Advisor, the Seller Sellers or a Company any Fund to any Client or potential client has complied in all material respects with Applicable Law and is not misleading in any material respect. Each of the Company, its Subsidiaries, the Investment Advisor Sellers and the Seller Funds maintains all documentation necessary to form the basis for, demonstrate or recreate the calculation of the performance or rate of return of all accounts that are included in a composite (current and historical performance results) as required by Applicable Law. Any investment performance earned by any Person at a firm other than the Company, its Subsidiaries the Sellers or the Investment Advisor Funds and presented by any of the Company, its Subsidiaries the Sellers or the Investment Advisor Funds as its business performance has complied in all material respects with Applicable Law.
(o) None of the Company, its Subsidiaries, the Investment Advisor, the Seller or any Company Fund is (i) subject to Section 15 of the Investment Company Act or (ii) registered or required to be registered under the Investment Company Act.
Appears in 1 contract
