Representations and Warranties of Each Fund. Each Fund hereby severally and not jointly represents and warrants that each of the following shall be true, correct and complete with respect to each Fund at all times during the term of this Agreement: (i) the Fund is duly organized under the laws of its jurisdiction of organization and is registered as an open-end management investment company under the 1940 Act; and (ii) the execution, delivery and performance by the Fund of this Agreement are (w) within its power, (x) have been duly authorized by all necessary action, and (y) will not (A) contribute to or result in a breach of or default under or conflict with any existing law, order, regulation or ruling of any governmental or regulatory agency or authority, or (B) violate any provision of the Fund's corporate charter, Declaration of Trust or other organizational document, or bylaws, or any amendment thereof or any provision of its most recent Prospectus or Statement of Additional Information.
Representations and Warranties of Each Fund. Each Fund hereby severally and not jointly represents and warrants that each of the following shall be true, correct and complete with respect to each Fund at all times during the term of this Agreement: (i) the Fund is duly organized under the laws of its jurisdiction of organization and is registered as an open-end management investment company or closed-end management investment company, as the case may be, under the Investment Company Act, and (ii) the execution, delivery and performance by the Fund of this Agreement are (1) within its power, (2) have been duly authorized by all necessary action, and (3) will not (a) contribute to or result in a breach of or default under or conflict with any existing law, order, regulation or ruling of any governmental or regulatory agency or authority, or (b) violate any provision of the Fund’s articles of incorporation, declaration of trust or other organizational document, or bylaws, or any amendment thereof or any provision of its most recent Prospectus or, if any, Statement of Additional Information.
Representations and Warranties of Each Fund. Each Fund severally represents and warrants to the Administrator that:
a. It is a corporation, duly organized, existing and in good standing under the laws of the State of Maryland;
b. It has the corporate power and authority under applicable laws and by its charter and by-laws to enter into and perform this Agreement;
c. All requisite proceedings have been taken to authorize it to enter into and perform this Agreement;
d. It is an investment company properly registered under the 1940 Act;
e. A registration statement under the 1933 Act and the 1940 Act has been filed and will be effective and remain effective during the term of this Agreement. Each Fund also warrants to the Administrator that as of the effective date of this Agreement, all necessary filings under the securities laws of the states in which the Fund offers or sells its shares have been made;
f. No legal or administrative proceedings have been instituted or threatened which would impair the Fund's ability to perform its duties and obligations under this Agreement;
g. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of the Fund or any law or regulation applicable to it; and
h. As of the close of business on the date of this Agreement, the Fund is authorized to issue shares of capital stock, and it will initially offer shares, in the authorized amounts as set forth in Schedule A to this Agreement.
Representations and Warranties of Each Fund. Each Fund hereby represents and warrants that: (a) it is duly incorporated, formed or organized and is validly existing in good standing in its jurisdiction of incorporation, formation or organization; (b) it has the requisite power and authority under applicable law and its Governing Documents to enter into and perform this Agreement; (c) all requisite proceedings have been taken to authorize it to enter into and perform this Agreement; (d) this Agreement constitutes its legal, valid, binding and enforceable agreement; (e) its entrance into this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of the Fund or any law or regulation applicable to it, and (f) it is an investment company registered under the 1940 Act, as amended and will continue to be a registered investment company under the 1940 Act for the term of this Agreement.
Representations and Warranties of Each Fund. Each Fund represents and warrants the following:
A. The Fund is duly organized and validly existing, in good standing under the laws of the jurisdiction of its organization, and qualified to do business in each jurisdiction in which the nature or conduct of its business requires such qualification.
B. The Fund has requisite authority and power under its organizational documents and applicable law to execute, deliver, consummate and perform this Agreement; this Agreement is legally valid, binding and enforceable against the Fund; and the Fund has all necessary registrations and/or licenses necessary to conduct the activities as described in the Registration Statement.
C. There is no pending or threatened legal proceeding or regulatory action that would materially impair the Fund’s ability to perform its obligations under this Agreement. The Fund’s performance of its obligations under this Agreement will not conflict with or result in a breach of any terms or provisions of any agreement to which the Fund is a party or bound, and does not violate any applicable law.
D. The Fund will use commercially reasonable efforts to ensure that Mellon has sufficient access to the Fund’s service providers, brokers, Independent Accountant and other authorized agents (each a “Fund Agent”), and related parties of any of them, in order to obtain the information Mellon will need to perform the Services; provided that, Mellon shall bear no liability with respect to such Fund Agent information to which Mellon had no access.
E. To the best of the Fund’s knowledge, all the information relating to the Fund given to Mellon in connection with the transactions contemplated by this Agreement is full, complete and accurate, and Mellon may reasonably rely on such information until it receives written notice from or on behalf of the Fund of any changes to such information.
F. The Fund has provided Mellon with a current list of all approved independent pricing, fair value information, and other data information vendors that are to be used by Mellon in rendering the Services, as set forth in Schedule D to this Agreement, and the Fund will promptly reflect any changes to such list in a revised Schedule D.
G. The Fund has appropriate procedures and agreements in place to protect the confidentiality of any non-public portfolio holdings information of the Fund that the Fund or its agents direct Mellon to disclose or transmit to third parties before the Fund publicly discloses such information.
Representations and Warranties of Each Fund. Each Fund represents and warrants to the Agent that:
a. It is duly organized, existing and in good standing under the laws of the jurisdiction in which it was formed;
b. It has the power and authority under applicable laws and by its organizational documents to enter into and perform this Agreement;
c. All requisite proceedings have been taken to authorize it to enter into and perform this Agreement;
d. It is an investment company properly registered under the 1940 Act; and
e. A registration statement under the 1940 Act (and if Shares of the Fund are offered publicly, under the Securities Act of 1933, as amended (the "1933 Act")) has been filed and will be effective and remain effective during the term of this Agreement. Each Fund also warrants that as of the effective date of this Agreement, all necessary filings
Representations and Warranties of Each Fund. Each Fund represents and warrants to the Transfer Agent that:
5.1 It is a business trust duly organized and existing and in good standing under the laws of The Commonwealth of Massachusetts.
5.2 It is empowered under applicable laws and by its Declaration of Trust and By-Laws to enter into and perform this Agreement.
5.3 All corporate proceedings required by said Declaration of Trust and By-Laws have been taken to authorize it to enter into and perform this Agreement.
5.4 It is an open-end management investment company registered under the 0000 Xxx.
5.5 A registration statement under the Securities Act of 1933, as amended is currently effective and will remain effective, until the Transfer Agent is notified otherwise in writing, and appropriate state securities law filings have been made and will continue to be made, until the Transfer Agent is notified otherwise in writing, with respect to all Shares of each Fund being offered for sale.
Representations and Warranties of Each Fund. Each Fund represents and warrants to ALPS that:
(a) It is a corporation duly organized and existing and in good standing under the laws of the state of Maryland and is registered with the SEC as an open-end, diversified management investment company.
(b) It is empowered under applicable laws and by its Articles of Incorporation and By-laws to enter into and perform this Agreement.
(c) The Board of Directors of each Fund has duly authorized it to enter into and perform this Agreement.
(d) Notwithstanding anything in this Agreement to the contrary, each Fund agrees not to make any modifications to its registration statement or adopt any policies which would affect materially the obligations or responsibilities of ALPS hereunder without the prior written approval or ALPS, which approval shall not be unreasonably withheld or delayed.
Representations and Warranties of Each Fund. Each Fund represents and warrants to the Transfer Agent that:
4.1 Such Fund is a statutory trust, duly organized, existing and in good standing under the laws of the State of Delaware.
4.2 Such Fund has the requisite power and authority under applicable laws and by its Agreement and Declaration of Trust to enter into, perform and receive services pursuant to this Agreement.
4.3 All requisite proceedings have been taken to authorize such Fund to enter into, perform and receive services pursuant to this Agreement.
4.4 All appropriate state securities law filings have been made and will continue to be made, with respect to all Shares of such Fund being offered for sale.
4.5 Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of such Fund or any law or regulation applicable to it.
4.6 As of the close of business on the date of this Agreement, such Fund is authorized to issue shares of beneficial interest.
Representations and Warranties of Each Fund. Each Fund represents and warrants to the Transfer Agent that:
4.1 The Fund is a corporation duly organized, existing and in good standing under the laws of the State of Maryland.
4.2 The Fund is empowered under applicable laws and by its organizational documents to enter into and perform this Agreement.
4.3 All requisite proceedings have been taken to authorize the Fund to enter into, perform and receive services pursuant to this Agreement.
4.4 The Fund is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company.
4.5 A registration statement under the Securities Act of 1933, as amended (the “Securities Act”), is currently effective and will remain effective, and all appropriate state securities law filings have been made and will continue to be made, with respect to all Shares of the Fund being offered for sale.
