Representations and Warranties by the Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser that: (a) The Sub-Adviser has the full power and authority to enter into this Agreement and to perform its obligations under this Agreement. (b) The Sub-Adviser is a limited liability company duly organized and validly existing under the laws of the state of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted. (c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized by all necessary action and no further action is required on its part to authorize this Agreement. (d) The Sub-Adviser is not prohibited by Section 9(a) of the 1940 Act from performing its obligations under this Agreement. (e) The Sub-Adviser is registered as an investment adviser with the SEC under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) to perform its obligations under this Agreement. (f) The execution, delivery and performance by the Sub-Adviser of this Agreement do not violate or result in a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser. (g) The Sub-Adviser will not, in violation of applicable law or regulation, use any material, non- public information concerning portfolio investments that may be in or come into its possession or the possession of any of its affiliates or employees in providing investment advice or investment management services to the Fund. (h) The Sub-Adviser is registered with applicable regulators in each capacity in which it is required to register to perform its duties with respect to the Trust, Fund, and the Subsidiary, and under this Agreement and will continue to be so registered and maintain all necessary governmental, self-regulatory and exchange licenses and approvals, has effected all necessary filings and registrations with each applicable regulatory body, if required, so long as this Agreement remains in effect, including for the avoidance of doubt, as an investment adviser registered with the SEC under the Advisers Act and as a commodity trading advisor (“CTA”) with the U.S. Commodity Futures Trading Commission (the “CFTC”), and as a member of the National Futures Association. (i) The Sub-Adviser will maintain its own compliance program or manual, as required for SEC-registered investment advisers to registered investment companies and for CTAs registered with the CFTC and relying on the CFTC Rule 4.7 (c) exemption. The Sub- Adviser will provide either the manual or a summary thereof, including any updates thereto, to the Adviser’s Chief Compliance Officer. Upon request and reasonable prior notice, the Sub-Adviser will provide the Trust’s chief compliance officer with direct access to the Sub-Adviser’s chief compliance officer. Upon reasonable request of the Trust the Sub-Adviser shall provide periodic certifications relating to the Sub-Adviser’s provision of portfolio management services hereunder, including that: (i) the Sub-Adviser is in compliance with all applicable “Federal Securities Laws,” as defined in Rule 38a-1 under the 1940 Act; (ii) the Sub-Adviser’s policies and procedures are reasonably designed to prevent violation of the Federal Securities Laws by the Sub-Adviser and its supervised persons; and (iii) the Sub-Adviser has reviewed, no less frequently than annually, the adequacy of its policies and procedures and the effectiveness of their implementation. (j) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and has provided Adviser and the Trust with a copy of that code, together with evidence of its adoption. Within 45 days of the end of each calendar quarter during which this Agreement remains in effect, the Sub-Adviser shall certify to Adviser or the Trust that the Sub-Adviser has complied with the requirements of Rule 17j-1 during the previous quarter and that there have been no violations of the Sub-Adviser’s code of ethics or, if such a violation has occurred, that appropriate action has been taken in response to such violation. Upon written request of Adviser or the Trust, the Sub- Adviser shall permit representatives of Adviser or the Trust to examine the reports (or summaries of the reports) required to be made to the Sub-Adviser by Rule 17j-1(d)(1) and other records evidencing enforcement of the code of ethics. (k) The Sub-Adviser has provided the Trust and the Adviser with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC and promptly will furnish a copy of any material amendments to the Trust and the Adviser at least annually. (l) This Agreement and each other agreement, instrument or document to be executed and delivered by the Sub-Adviser pursuant to this Agreement constitutes the legal, valid and binding obligation of the Sub-Adviser, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency and other laws and equitable principles affecting creditors’ rights generally and the discretion of the courts in granting equitable remedies. (m) The Sub-Adviser represents that its other engagements or activities are as of the date of this Agreement not of a nature or magnitude so as to have a material adverse effect on its ability to fulfill its obligations under this Agreement. The Adviser acknowledges and agrees that the Sub-Adviser and its principals are required to devote only such time as may be reasonably required with respect to the Sub-Adviser’s obligations under this Agreement. (n) The Sub-Adviser will notify the Adviser in the event that there is any change of control or ownership of the Sub-Adviser that would constitute an assignment of an investment advisory contract for purposes of Section 15(a) of the 1940 Act (each such occurrence, a “Sub- Adviser Change of Control Event”), in each such case prior to such change if the Sub-Adviser is aware of such change, but in any event, not later than promptly after such change. The Sub- Adviser agrees to bear all reasonable expenses of the Trust and Adviser, if any, arising out of such change. (o) The Sub-Adviser will maintain an appropriate level of errors and omissions or professional liability insurance coverage equal to not less than $10,000,000 from insurance providers that are in the business of regularly providing insurance coverage to investment advisers.
Appears in 1 contract
Representations and Warranties by the Sub-Adviser. The Sub-Adviser represents Advisor represents, warrants and warrants to the Adviser that:
(a) The Sub-Adviser agrees that it has the full all requisite power and authority to enter into this Agreement and to perform its obligations under this Agreement.
(b) The Sub-Adviser is a limited liability company duly organized , and validly existing under the laws of the state of Delaware with the power has taken all necessary corporate action to own and possess authorize its assets and carry on its business as it is now being conducted.
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized by all necessary action and no further action is required on its part to authorize this Agreement.
(d) . The Sub-Adviser is not prohibited by Section 9(a) of the 1940 Act from performing its obligations under this Agreement.
(e) The Sub-Adviser Advisor represents, warrants and agrees that it is registered as an investment adviser with the SEC under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) to perform its obligations under this Agreement.
(f) The execution, delivery and performance amended. Covenants by the Sub-Adviser. The Sub-Adviser agrees with respect to the services provided to the Fund that it will: conform with all Rules and Regulations of this Agreement do the Securities and Exchange Commission; provide the Chief Compliance Officer of the Trust and the Adviser with current copies of the compliance policies and procedures of the Sub-Advisor in effect from time to time (including prompt notice of any material changes thereto), and a summary of such policies and procedures in connection with the annual review and approval thereof by the Trust required under Rule 38a-1 of the 1940 Act; telecopy trade information to the Adviser or its designee on the first business day following the day of the trade and cause broker confirmations to be sent directly to the Adviser or its designee;(1) to treat confidentially and as proprietary information of the Fund (a) all records and other information relative to the Fund's prior, present, or potential shareholders (and clients of said shareholders) and (b) any Nonpublic Personal Information, as defined under Section 248.3(t) of Regulation S-P ("Regulation S-P"), promulgated under the Gramm-Leach-Bliley Act (txx "X-X-X Xxx"), xnd (2) except after prior notification to and approval in writing by the Trust, not violate to use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, or result as otherwise permitted by Regulation S-P or the G-L-B Act, and if in a default under compliance therewith, the privacy policies adopted by the Trust and communicated in writing to the Sub-Advisor; such written approval shall not be unreasonably withheld by the Trust and may not be withheld where the Sub-Advisor may be exposed to civil or criminal contempt or other proceedings for failure to comply after being requested to divulge such information by duly constituted authorities; notify the Adviser and the Trust immediately upon detection of (i) any provision of material failure to manage the Fund in accordance with its investment objectives and policies or any applicable law, rule ; or regulation, (ii) any material breach of any of the Fund's or the Sub-Adviser’s governing instruments's policies, guidelines or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon procedures. To the Sub-Adviser.
(g) The Sub-Adviser will not, in violation of applicable law or regulation, use any material, non- public information concerning portfolio investments that may be in or come into its possession or extent the possession of any of its affiliates or employees in providing investment advice or investment management services to the Fund.
(h) The Sub-Adviser is registered with applicable regulators in each capacity in which it is required to register to perform its duties with respect to the Trust, Fund, and the Subsidiary, and under this Agreement and will continue to be so registered and maintain all necessary governmental, self-regulatory and exchange licenses and approvals, has effected all necessary filings and registrations with each applicable regulatory body, if required, so long as this Agreement remains in effect, including responsible for the avoidance of doubt, as an investment adviser registered with the SEC under the Advisers Act and as a commodity trading advisor (“CTA”) with the U.S. Commodity Futures Trading Commission (the “CFTC”), and as a member of the National Futures Association.
(i) The Sub-Adviser will maintain its own compliance program any material breach or manual, as required for SEC-registered investment advisers to registered investment companies and for CTAs registered with the CFTC and relying on the CFTC Rule 4.7
(c) exemption. The Sub- Adviser will provide either the manual or a summary thereof, including any updates thereto, to the Adviser’s Chief Compliance Officer. Upon request and reasonable prior noticefailure, the Sub-Adviser will provide agrees to correct any such failure promptly and to take any action that the Board may reasonably request in connection with any such breach; to the extent reasonably requested by the Trust’s chief compliance officer with direct access to , the Sub-Adviser’s chief compliance officer. Upon reasonable request of Advisor agrees to provide information to assist the Trust and the SubFund in complying with the Sarbanes-Adviser shall provide periodic certifications relating Oxley Act includxxx xxxx xxxxxmation as may be relevant to the SubFund's certification obligations under the Sarbanes-Adviser’s provision of portfolio management services hereunder, including that: Oxley Act; prompxxx xxxxxx xxx Adviser and the Trust in the event (i) the Sub-Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in compliance with all applicable “Federal Securities Laws,” as defined in Rule 38a-1 under equity, before or by any court, public board, or body, involving the 1940 Act; (ii) the Sub-Adviser’s policies and procedures are reasonably designed to prevent violation affairs of the Federal Securities Laws Trust (excluding class action suits in which the Fund is a member of the plaintiff class by reason of the Fund's ownership of shares in the defendant) or the compliance by the Sub-Adviser and its supervised persons; and (iii) the Sub-Adviser has reviewed, no less frequently than annually, the adequacy of its policies and procedures and the effectiveness of their implementation.
(j) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and has provided Adviser and the Trust with a copy of that code, together with evidence of its adoption. Within 45 days of the end of each calendar quarter during which this Agreement remains federal or state securities laws or (ii) an actual change in effect, the Sub-Adviser shall certify to Adviser or the Trust that the Sub-Adviser has complied with the requirements of Rule 17j-1 during the previous quarter and that there have been no violations of the Sub-Adviser’s code of ethics or, if such a violation has occurred, that appropriate action has been taken in response to such violation. Upon written request of Adviser or the Trust, the Sub- Adviser shall permit representatives of Adviser or the Trust to examine the reports (or summaries of the reports) required to be made to the Sub-Adviser by Rule 17j-1(d)(1) and other records evidencing enforcement of the code of ethics.
(k) The Sub-Adviser has provided the Trust and the Adviser with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC and promptly will furnish a copy of any material amendments to the Trust and the Adviser at least annually.
(l) This Agreement and each other agreement, instrument or document to be executed and delivered by the Sub-Adviser pursuant to this Agreement constitutes the legal, valid and binding obligation of the Sub-Adviser, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency and other laws and equitable principles affecting creditors’ rights generally and the discretion of the courts in granting equitable remedies.
(m) The Sub-Adviser represents that its other engagements or activities are as of the date of this Agreement not of a nature or magnitude so as to have a material adverse effect on its ability to fulfill its obligations under this Agreement. The Adviser acknowledges and agrees that the Sub-Adviser and its principals are required to devote only such time as may be reasonably required with respect to the Sub-Adviser’s obligations under this Agreement.
(n) The Sub-Adviser will notify the Adviser in the event that there is any change of control or ownership of the Sub-Adviser that would constitute resulting in an assignment of an investment advisory contract for purposes of Section 15(a) of "assignment" (as defined in the 1940 Act (each such occurrence, a “Sub- Adviser Change of Control Event”), in each such case prior Act) has occurred or is otherwise proposed to such change if the Sub-Adviser is aware of such change, but in any event, not later than promptly after such change. The Sub- Adviser agrees to bear all reasonable expenses of the Trust and Adviser, if any, arising out of such changeoccur.
(o) The Sub-Adviser will maintain an appropriate level of errors and omissions or professional liability insurance coverage equal to not less than $10,000,000 from insurance providers that are in the business of regularly providing insurance coverage to investment advisers.
Appears in 1 contract
Representations and Warranties by the Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser that:
(a) The Sub-Adviser has the full power and authority to enter into this Agreement and to perform its obligations under this Agreement.
(b) The Sub-Adviser is a limited liability company corporation duly organized and validly existing under the laws of the state of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted.
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized by all necessary action and no further action is required on its part to authorize this Agreement.
(d) The Sub-Adviser is not prohibited by Section 9(a) of the 1940 Act from performing its obligations under this Agreement.
(e) The Sub-Adviser is registered as an investment adviser with the SEC under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) to perform its obligations under this Agreement.
(f) The execution, delivery and performance by the Sub-Adviser of this Agreement do not violate or result in a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser.
(g) The Sub-Adviser will not, in violation of applicable law or regulation, use any material, non- public information concerning portfolio investments that may be in or come into its possession or the possession of any of its affiliates or employees in providing investment advice or investment management services to the Fund.
(h) The Sub-Adviser is registered with applicable regulators in each capacity in which it is required to register to perform its duties with respect to the Trust, Fund, Trust and the SubsidiaryFund, and under this Agreement and will continue to be so registered and maintain all necessary governmental, self-regulatory and exchange licenses and approvals, has effected all necessary filings and registrations with each applicable regulatory body, if required, so long as this Agreement remains in effect, including for the avoidance of doubt, as an investment adviser registered with the SEC under the Advisers Act and as a commodity trading advisor (“CTA”) with the U.S. Commodity Futures Trading Commission (the “CFTC”), and as a member of the National Futures AssociationAct.
(i) The Sub-Adviser will maintain its own compliance program or manual, as required for SEC-registered investment advisers to registered investment companies and for CTAs registered with the CFTC and relying on the CFTC Rule 4.7
(c) exemptioncompanies. The Sub- Sub-Adviser will provide either the manual or a summary thereof, including any updates thereto, to the Adviser’s Chief Compliance Officer. Upon request and reasonable prior notice, the Sub-Adviser will provide the Trust’s chief compliance officer with direct access to the Sub-Adviser’s chief compliance officer. Upon reasonable request of the Trust the Sub-Adviser shall provide periodic certifications relating to the Sub-Adviser’s provision of portfolio management services hereunder, including that: (i) the Sub-Adviser is in compliance with all applicable “Federal Securities Laws,” as defined in Rule 38a-1 under the 1940 Act; (ii) the Sub-Adviser’s policies and procedures are reasonably designed to prevent violation of the Federal Securities Laws by the Sub-Adviser and its supervised persons; and (iii) the Sub-Adviser has reviewed, no less frequently than annually, the adequacy of its policies and procedures and the effectiveness of their implementation.
(j) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and has provided Adviser and the Trust with a copy of that code, together with evidence of its adoption. Within 45 days of the end of each calendar quarter during which this Agreement remains in effect, the Sub-Adviser shall certify to Adviser or the Trust that the Sub-Adviser has complied with the requirements of Rule 17j-1 during the previous quarter and that there have been no violations of the Sub-Adviser’s code of ethics or, if such a violation has occurred, that appropriate action has been taken in response to such violation. Upon written request of Adviser or the Trust, the Sub- Sub-Adviser shall permit representatives of Adviser or the Trust to examine the reports (or summaries of the reports) required to be made to the Sub-Adviser by Rule 17j-1(d)(1) and other records evidencing enforcement of the code of ethics.
(k) The Sub-Adviser has provided the Trust and the Adviser with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC and promptly will furnish a copy of any material amendments to the Trust and the Adviser at least annually.
(l) This Agreement and each other agreement, instrument or document to be executed and delivered by the Sub-Adviser pursuant to this Agreement constitutes the legal, valid and binding obligation of the Sub-Adviser, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency and other laws and equitable principles affecting creditors’ rights generally and the discretion of the courts in granting equitable remedies.
(m) The Sub-Adviser represents that its other engagements or activities are as of the date of this Agreement not of a nature or magnitude so as to have a material adverse effect on its ability to fulfill its obligations under this Agreement. The Adviser acknowledges and agrees that the Sub-Adviser and its principals are required to devote only such time as may be reasonably required with respect to the Sub-Adviser’s obligations under this Agreement.
(n) The Sub-Adviser will notify the Adviser in the event that there is any change of control or ownership of the Sub-Adviser that would constitute an assignment of an investment advisory contract for purposes of Section 15(a) of the 1940 Act (each such occurrence, a “Sub- Sub-Adviser Change of Control Event”), in each such case prior to such change if the Sub-Adviser is aware of such change, but in any event, not later than promptly after such change. The Sub- Sub-Adviser agrees to bear all reasonable expenses of the Trust and Adviser, if any, arising out of such change.
(o) The Sub-Adviser will maintain an appropriate level of errors and omissions or professional liability insurance coverage equal to not less than $10,000,000 from insurance providers that are in the business of regularly providing insurance coverage to investment advisers.
Appears in 1 contract
Representations and Warranties by the Sub-Adviser. The Sub-Adviser represents Advisor represents, warrants and warrants to the Adviser that:
(a) The Sub-Adviser agrees that it has the full all requisite power and authority to enter into this Agreement and to perform its obligations under this Agreement.
(b) The Sub-Adviser is a limited liability company duly organized , and validly existing under the laws of the state of Delaware with the power has taken all necessary corporate action to own and possess authorize its assets and carry on its business as it is now being conducted.
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized by all necessary action and no further action is required on its part to authorize this Agreement.
(d) . The Sub-Adviser is not prohibited by Section 9(a) of the 1940 Act from performing its obligations under this Agreement.
(e) The Sub-Adviser Advisor represents, warrants and agrees that it is registered as an investment adviser with the SEC under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) to perform its obligations under this Agreement.
(f) The execution, delivery and performance amended. Covenants by the Sub-Adviser. The Sub-Adviser agrees with respect to the services provided to the Fund that it will: conform with all Rules and Regulations of this Agreement do the Securities and Exchange Commission; provide the Chief Compliance Officer of the Trust and the Adviser with current copies of the compliance policies and procedures of the Sub-Advisor in effect from time to time (including prompt notice of any material changes thereto), and a summary of such policies and procedures in connection with the annual review and approval thereof by the Trust required under Rule 38a-1 of the 1940 Act; transmit by facsimile or electronic mail trade information to the Adviser or its designee on the first business day following the day of the trade and cause broker confirmations to be sent directly to the Adviser or its designee;(1) to treat confidentially and as proprietary information of the Fund (a) all records and other information relative to the Fund's prior, present, or potential shareholders (and clients of said shareholders) and (b) any Nonpublic Personal Information, as defined under Section 248.3(t) of Regulation S-P ("Regulation S-P"), promulgated under the Gramm-Leach-Bliley Act (txx "X-X-X Xxx"), xnd (2) except after prior notification to and approval in writing by the Trust, not violate to use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, or result as otherwise permitted by Regulation S-P or the G-L-B Act, and if in a default under compliance therewith, the privacy policies adopted by the Trust and communicated in writing to the Sub-Advisor; such written approval shall not be unreasonably withheld by the Trust and may not be withheld where the Sub-Advisor may be exposed to civil or criminal contempt or other proceedings for failure to comply after being requested to divulge such information by duly constituted authorities; notify the Adviser and the Trust immediately upon detection of (i) any provision of material failure to manage the Fund in accordance with its investment objectives and policies or any applicable law, rule ; or regulation, (ii) any material breach of any of the Fund's or the Sub-Adviser’s governing instruments's policies, guidelines or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon procedures. To the Sub-Adviser.
(g) The Sub-Adviser will not, in violation of applicable law or regulation, use any material, non- public information concerning portfolio investments that may be in or come into its possession or extent the possession of any of its affiliates or employees in providing investment advice or investment management services to the Fund.
(h) The Sub-Adviser is registered with applicable regulators in each capacity in which it is required to register to perform its duties with respect to the Trust, Fund, and the Subsidiary, and under this Agreement and will continue to be so registered and maintain all necessary governmental, self-regulatory and exchange licenses and approvals, has effected all necessary filings and registrations with each applicable regulatory body, if required, so long as this Agreement remains in effect, including responsible for the avoidance of doubt, as an investment adviser registered with the SEC under the Advisers Act and as a commodity trading advisor (“CTA”) with the U.S. Commodity Futures Trading Commission (the “CFTC”), and as a member of the National Futures Association.
(i) The Sub-Adviser will maintain its own compliance program any material breach or manual, as required for SEC-registered investment advisers to registered investment companies and for CTAs registered with the CFTC and relying on the CFTC Rule 4.7
(c) exemption. The Sub- Adviser will provide either the manual or a summary thereof, including any updates thereto, to the Adviser’s Chief Compliance Officer. Upon request and reasonable prior noticefailure, the Sub-Adviser will provide agrees to correct any such failure promptly and to take any action that the Board may reasonably request in connection with any such breach; to the extent reasonably requested by the Trust’s chief compliance officer with direct access to , the Sub-Adviser’s chief compliance officer. Upon reasonable request of Advisor agrees to use its best efforts to assist the Trust and the Fund in complying with the Sarbanes-Oxley Act and imxxxxxxxxxx xxx Trust's disclosure controls and procedures; the Sub-Adviser shall provide periodic certifications relating Advisor agrees to inform the Trust of any material development related to the Fund that the Sub-Adviser’s provision Advisor reasonably believes is relevant to the Fund's certification obligations under the Sarbanes-Oxley Act; complx xxxx xxx Xxxst's policies in respect of portfolio management services hereunder, including that: the prevention of frequent trading or market timing as they may exist from time to time; promptly notify the Adviser and the Trust in the event (i) the Sub-Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in compliance with all applicable “Federal Securities Laws,” as defined in Rule 38a-1 under equity, before or by any court, public board, or body, involving the 1940 Act; (ii) the Sub-Adviser’s policies and procedures are reasonably designed to prevent violation affairs of the Federal Securities Laws Trust (excluding class action suits in which the Fund is a member of the plaintiff class by reason of the Fund's ownership of shares in the defendant) or the compliance by the Sub-Adviser and its supervised persons; and (iii) the Sub-Adviser has reviewed, no less frequently than annually, the adequacy of its policies and procedures and the effectiveness of their implementation.
(j) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and has provided Adviser and the Trust with a copy of that code, together with evidence of its adoption. Within 45 days of the end of each calendar quarter during which this Agreement remains federal or state securities laws or (ii) an actual change in effect, the Sub-Adviser shall certify to Adviser or the Trust that the Sub-Adviser has complied with the requirements of Rule 17j-1 during the previous quarter and that there have been no violations of the Sub-Adviser’s code of ethics or, if such a violation has occurred, that appropriate action has been taken in response to such violation. Upon written request of Adviser or the Trust, the Sub- Adviser shall permit representatives of Adviser or the Trust to examine the reports (or summaries of the reports) required to be made to the Sub-Adviser by Rule 17j-1(d)(1) and other records evidencing enforcement of the code of ethics.
(k) The Sub-Adviser has provided the Trust and the Adviser with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC and promptly will furnish a copy of any material amendments to the Trust and the Adviser at least annually.
(l) This Agreement and each other agreement, instrument or document to be executed and delivered by the Sub-Adviser pursuant to this Agreement constitutes the legal, valid and binding obligation of the Sub-Adviser, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency and other laws and equitable principles affecting creditors’ rights generally and the discretion of the courts in granting equitable remedies.
(m) The Sub-Adviser represents that its other engagements or activities are as of the date of this Agreement not of a nature or magnitude so as to have a material adverse effect on its ability to fulfill its obligations under this Agreement. The Adviser acknowledges and agrees that the Sub-Adviser and its principals are required to devote only such time as may be reasonably required with respect to the Sub-Adviser’s obligations under this Agreement.
(n) The Sub-Adviser will notify the Adviser in the event that there is any change of control or ownership of the Sub-Adviser that would constitute resulting in an assignment of an investment advisory contract for purposes of Section 15(a) of "assignment" (as defined in the 1940 Act (each such occurrence, a “Sub- Adviser Change of Control Event”), in each such case prior Act) has occurred or is otherwise proposed to such change if the Sub-Adviser is aware of such change, but in any event, not later than promptly after such change. The Sub- Adviser agrees to bear all reasonable expenses of the Trust and Adviser, if any, arising out of such changeoccur.
(o) The Sub-Adviser will maintain an appropriate level of errors and omissions or professional liability insurance coverage equal to not less than $10,000,000 from insurance providers that are in the business of regularly providing insurance coverage to investment advisers.
Appears in 1 contract
Representations and Warranties by the Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser that:
(a) The Sub-Adviser has the full power and authority to enter into this Agreement and to perform its obligations under this Agreement.
(b) The Sub-Adviser is a limited liability company duly organized and validly existing under the laws of the state of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted.
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized by all necessary action and no further action is required on its part to authorize this Agreement.
(d) The Sub-Adviser is not prohibited by Section 9(a) of the 1940 Act from performing its obligations under this Agreement.
(e) The Sub-Adviser is registered as an investment adviser with the SEC under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) to perform its obligations under this Agreement.
(f) The execution, delivery and performance by the Sub-Adviser of this Agreement do not violate or result in a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser.
(g) The Sub-Adviser will not, in violation of applicable law or regulation, use any material, non- public information concerning portfolio investments that may be in or come into its possession or the possession of any of its affiliates or employees in providing investment advice or investment management services to the Fund.
(h) The Sub-Adviser is registered with applicable regulators in each capacity in which it is required to register to perform its duties with respect to the Trust, Fund, Trust and the SubsidiaryFund, and under this Agreement and will continue to be so registered and maintain all necessary governmental, self-regulatory and exchange licenses and approvals, has effected all necessary filings and registrations with each applicable regulatory body, if required, so long as this Agreement remains in effect, including for the avoidance of doubt, as an investment adviser registered with the SEC under the Advisers Act and as a commodity trading advisor (“CTA”) with the U.S. Commodity Futures Trading Commission (the “CFTC”), and as a member of the National Futures Association.
(i) The Sub-Adviser will maintain its own compliance program or manual, as required for SEC-registered investment advisers to registered investment companies and for CTAs registered with the CFTC and relying on the CFTC Rule 4.7
(c) exemption. The Sub- Adviser will provide either the manual or a summary thereof, including any updates thereto, to the Adviser’s Chief Compliance Officer. Upon request and reasonable prior notice, the Sub-Adviser will provide the Trust’s chief compliance officer with direct access to the Sub-Adviser’s chief compliance officer. Upon reasonable request of the Trust the Sub-Adviser shall provide periodic certifications relating to the Sub-Adviser’s provision of portfolio management services hereunder, including that: (i) the Sub-Adviser is in compliance with all applicable “Federal Securities Laws,” as defined in Rule 38a-1 under the 1940 Act; (ii) the Sub-Adviser’s policies and procedures are reasonably designed to prevent violation of the Federal Securities Laws by the Sub-Adviser and its supervised persons; and (iii) the Sub-Adviser has reviewed, no less frequently than annually, the adequacy of its policies and procedures and the effectiveness of their implementation.
(j) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and has provided Adviser and the Trust with a copy of that code, together with evidence of its adoption. Within 45 days of the end of each calendar quarter during which this Agreement remains in effect, the Sub-Adviser shall certify to Adviser or the Trust that the Sub-Adviser has complied with the requirements of Rule 17j-1 during the previous quarter and that there have been no violations of the Sub-Adviser’s code of ethics or, if such a violation has occurred, that appropriate action has been taken in response to such violation. Upon written request of Adviser or the Trust, the Sub- Adviser shall permit representatives of Adviser or the Trust to examine the reports (or summaries of the reports) required to be made to the Sub-Adviser by Rule 17j-1(d)(1) and other records evidencing enforcement of the code of ethics.
(k) The Sub-Adviser has provided the Trust and the Adviser with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC and promptly will furnish a copy of any material amendments to the Trust and the Adviser at least annually.
(l) This Agreement and each other agreement, instrument or document to be executed and delivered by the Sub-Adviser pursuant to this Agreement constitutes the legal, valid and binding obligation of the Sub-Adviser, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency and other laws and equitable principles affecting creditors’ rights generally and the discretion of the courts in granting equitable remedies.
(m) The Sub-Adviser represents that its other engagements or activities are as of the date of this Agreement not of a nature or magnitude so as to have a material adverse effect on its ability to fulfill its obligations under this Agreement. The Adviser acknowledges and agrees that the Sub-Adviser and its principals are required to devote only such time as may be reasonably required with respect to the Sub-Adviser’s obligations under this Agreement.
(n) The Sub-Adviser will notify the Adviser in the event that there is any change of control or ownership of the Sub-Adviser that would constitute an assignment of an investment advisory contract for purposes of Section 15(a) of the 1940 Act (each such occurrence, a “Sub- Adviser Change of Control Event”), in each such case prior to such change if the Sub-Adviser is aware of such change, but in any event, not later than promptly after such change. The Sub- Adviser agrees to bear all reasonable expenses of the Trust and Adviser, if any, arising out of such change.
(o) The Sub-Adviser will maintain an appropriate level of errors and omissions or professional liability insurance coverage equal to not less than $10,000,000 from insurance providers that are in the business of regularly providing insurance coverage to investment advisers.
Appears in 1 contract
Representations and Warranties by the Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser that:
(a) The Sub-Adviser has the full power and authority to enter into this Agreement and to perform its obligations under this Agreement.
(b) The Sub-Adviser is a limited liability company corporation duly organized and validly existing under the laws of the state of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted.
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized by all necessary action and no further action is required on its part to authorize this Agreement.
(d) The Sub-Adviser is not prohibited by Section 9(a) of the 1940 Act from performing its obligations under this Agreement.
(e) The Sub-Adviser is registered as an investment adviser with the SEC under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) to perform its obligations under this Agreement.
(f) The execution, delivery and performance by the Sub-Adviser of this Agreement do not violate or result in a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser.
(g) The Sub-Adviser will not, in violation of applicable law or regulation, use any material, non- public information concerning portfolio investments that may be in or come into its possession or the possession of any of its affiliates or employees in providing investment advice or investment management services to the Fund.
(h) The Sub-Adviser is registered with applicable regulators in each capacity in which it is required to register to perform its duties with respect to the Trust, Fund, Trust and the SubsidiaryFund, and under this Agreement and will continue to be so registered and maintain all necessary governmental, self-regulatory and exchange licenses and approvals, has effected all necessary filings and registrations with each applicable regulatory body, if required, so long as this Agreement remains in effect, including for the avoidance of doubt, as an investment adviser registered with the SEC under the Advisers Act and as a commodity trading advisor (“CTA”) with the U.S. Commodity Futures Trading Commission (the “CFTC”), and as a member of the National Futures AssociationAct.
(i) The Sub-Adviser will maintain its own compliance program or manual, as required for SEC-registered investment advisers to registered investment companies and for CTAs registered with the CFTC and relying on the CFTC Rule 4.7
(c) exemptioncompanies. The Sub- Adviser will provide either the manual or a summary thereof, including any updates thereto, to the Adviser’s Chief Compliance Officer. Upon request and reasonable prior notice, the Sub-Adviser will provide the Trust’s chief compliance officer with direct access to the Sub-Adviser’s chief compliance officer. Upon reasonable request of the Trust the Sub-Adviser shall provide periodic certifications relating to the Sub-Adviser’s provision of portfolio management services hereunder, including that: (i) the Sub-Adviser is in compliance with all applicable “Federal Securities Laws,” as defined in Rule 38a-1 under the 1940 Act; (ii) the Sub-Adviser’s policies and procedures are reasonably designed to prevent violation of the Federal Securities Laws by the Sub-Adviser and its supervised persons; and (iii) the Sub-Adviser has reviewed, no less frequently than annually, the adequacy of its policies and procedures and the effectiveness of their implementation.
(j) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and has provided Adviser and the Trust with a copy of that code, together with evidence of its adoption. Within 45 days of the end of each calendar quarter during which this Agreement remains in effect, the Sub-Adviser shall certify to Adviser or the Trust that the Sub-Adviser has complied with the requirements of Rule 17j-1 during the previous quarter and that there have been no violations of the Sub-Adviser’s code of ethics or, if such a violation has occurred, that appropriate action has been taken in response to such violation. Upon written request of Adviser or the Trust, the Sub- Adviser shall permit representatives of Adviser or the Trust to examine the reports (or summaries of the reports) required to be made to the Sub-Adviser by Rule 17j-1(d)(1) and other records evidencing enforcement of the code of ethics.
(k) The Sub-Adviser has provided the Trust and the Adviser with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC and promptly will furnish a copy of any material amendments to the Trust and the Adviser at least annually.
(l) This Agreement and each other agreement, instrument or document to be executed and delivered by the Sub-Adviser pursuant to this Agreement constitutes the legal, valid and binding obligation of the Sub-Adviser, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency and other laws and equitable principles affecting creditors’ rights generally and the discretion of the courts in granting equitable remedies.
(m) The Sub-Adviser represents that its other engagements or activities are as of the date of this Agreement not of a nature or magnitude so as to have a material adverse effect on its ability to fulfill its obligations under this Agreement. The Adviser acknowledges and agrees that the Sub-Adviser and its principals are required to devote only such time as may be reasonably required with respect to the Sub-Adviser’s obligations under this Agreement.
(n) The Sub-Adviser will notify the Adviser in the event that there is any change of control or ownership of the Sub-Adviser that would constitute an assignment of an investment advisory contract for purposes of Section 15(a) of the 1940 Act (each such occurrence, a “Sub- Adviser Change of Control Event”), in each such case prior to such change if the Sub-Adviser is aware of such change, but in any event, not later than promptly after such change. The Sub- Adviser agrees to bear all reasonable expenses of the Trust and Adviser, if any, arising out of such change.
(o) The Sub-Adviser will maintain an appropriate level of errors and omissions or professional liability insurance coverage equal to not less than $10,000,000 from insurance providers that are in the business of regularly providing insurance coverage to investment advisers.
Appears in 1 contract
