Representations and Warranties of the Adviser. The Adviser hereby represents and warrants to the Trust as follows: (i) the Adviser is a corporation duly organized and in good standing under the laws of the State of Delaware and is fully authorized to enter into this Agreement and carry out its duties and obligations hereunder; (ii) the Adviser is registered as an investment adviser with the SEC under the Advisers Act, and shall maintain such registration in effect at all times during the term of this Agreement; (iii) the Adviser will maintain, keep current and preserve on behalf of the Fund all books and records: (i) required pursuant to Rule 31a-1(b)(1), (2)(ii), (2)(iii), (3), (5) – (10), (12) and any records reasonably related thereto; or (ii) required in connection with such recordkeeping responsibilities as may be delegated by the Trust on behalf of the Funds to the Adviser from time to time. The Adviser agrees that such records are the property of the Funds, and shall be surrendered to the Funds promptly upon request. The Trust on behalf of the Funds acknowledges that Adviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation; (iv) the Adviser shall maintain a written code of ethics (the “Code of Ethics”) complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the 1940 Act and shall provide the Trust on behalf of the Funds with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Adviser acknowledges receipt of the written Code of Ethics adopted by and on behalf of the Trust on behalf of the Funds. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Adviser shall certify to the Trust on behalf of the Funds that the Adviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), and that no persons covered under its Code of Ethics have divulged or acted upon any material, non-public information, as such term is defined under relevant securities laws, and if a violation of the Code of Ethics of the Trust on behalf of the Funds or a violation of the Code of Ethics of the Adviser has occurred, that appropriate action was taken in response to such violation. Annually, the Adviser shall furnish to the Trust a written report that complies with the requirements of Rule 17j-1 concerning the Adviser’s Code of Ethics. The Adviser shall permit the Trust to examine the reports required to be made by the Adviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph; (v) the Adviser has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Adviser and its supervised persons, and, to the extent the activities of the Adviser in respect of the Funds could affect the Funds, by the Funds, of “Federal Securities Laws” (as defined in Rule 38a-1 under the 1940 Act), and that the Adviser has provided the Trust with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the Trust on behalf of the Funds. The Adviser agrees to cooperate with periodic reviews by the Trust’s compliance personnel of the Adviser’s policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust from time to time such additional information and certifications in respect of the Adviser’s policies and procedures, compliance by the Adviser with federal securities laws and related matters as the Trust’s compliance personnel may reasonably request. The Adviser agrees to promptly notify the Trust on behalf of the Funds of any compliance violations that affect the Funds’ assets; (vi) the Adviser will provide the requisite certifications reasonably requested by the chief executive officer and chief financial officer of the Funds necessary for those named officers to fulfill their reporting and certification obligations on Form N-CSR and Form N-Q as required under the Xxxxxxxx-Xxxxx Act of 2002 to the extent that such reporting and certifications relate to the Adviser’s duties and responsibilities under this Agreement; and (vii) the Adviser will immediately notify the Trust of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9 of the 1940 Act or otherwise. The Adviser will also immediately notify the Trust if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Funds.
Appears in 3 contracts
Samples: Investment Advisory Agreement (ALPS Series Trust), Investment Advisory Agreement (ALPS Series Trust), Investment Advisory Agreement (ALPS Series Trust)
Representations and Warranties of the Adviser. The Adviser hereby represents and warrants to the Trust as follows:
(i) the Adviser is a corporation limited liability company duly organized and in good standing under the laws of the State of Delaware Michigan and is fully authorized to enter into this Agreement and carry out its duties and obligations hereunder;
(ii) the Adviser is registered as an investment adviser with the SEC under the Advisers Act, and shall maintain such registration in effect at all times during the term of this Agreement;
(iii) the Adviser will maintain, keep current and preserve on behalf of the Fund all books and records: (i) required pursuant to Rule 31a-1(b)(1), (2)(ii), (2)(iii), (3), (5) – (10), (12) and any records reasonably related thereto; or (ii) required in connection with such recordkeeping responsibilities as may be delegated by the Trust on behalf of the Funds to the Adviser from time to time. The Adviser agrees that such records are the property of the Funds, and shall be surrendered to the Funds promptly upon request. The Trust on behalf of the Funds acknowledges that Adviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation;
(iv) the Adviser shall maintain a written code of ethics (the “Code of Ethics”) complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the 1940 Act and shall provide the Trust on behalf of the Funds with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Adviser acknowledges receipt of the written Code of Ethics adopted by and on behalf of the Trust on behalf of the Funds. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Adviser shall certify to the Trust on behalf of the Funds that the Adviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), and that no persons covered under its Code of Ethics have divulged or acted upon any material, non-public information, as such term is defined under relevant securities laws, and if a violation of the Code of Ethics of the Trust on behalf of the Funds or a violation of the Code of Ethics of the Adviser has occurred, that appropriate action was taken in response to such violation. Annually, the Adviser shall furnish to the Trust a written report that complies with the requirements of Rule 17j-1 concerning the Adviser’s Code of Ethics. The Adviser shall permit the Trust to examine the reports required to be made by the Adviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph;
(v) the Adviser has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Adviser and its supervised persons, and, to the extent the activities of the Adviser in respect of the Funds could affect the Funds, by the Funds, of “Federal Securities Laws” (as defined in Rule 38a-1 under the 1940 Act), and that the Adviser has provided the Trust with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the Trust on behalf of the Funds. The Adviser agrees to cooperate with periodic reviews by the Trust’s compliance personnel of the Adviser’s policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust from time to time such additional information and certifications in respect of the Adviser’s policies and procedures, compliance by the Adviser with federal securities laws and related matters as the Trust’s compliance personnel may reasonably request. The Adviser agrees to promptly notify the Trust on behalf of the Funds of any compliance violations that affect the Funds’ assets;
(vi) the Adviser will provide the requisite certifications reasonably requested by the chief executive officer and chief financial officer of the Funds necessary for those named officers to fulfill their reporting and certification obligations on Form N-CSR and Form N-Q as required under the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 to the extent that such reporting and certifications relate to the Adviser’s duties and responsibilities under this Agreement; and
(vii) the Adviser will immediately notify the Trust of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9 of the 1940 Act or otherwise. The Adviser will also immediately notify the Trust if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Funds.
Appears in 3 contracts
Samples: Investment Advisory Agreement (ALPS Series Trust), Interim Investment Advisory Agreement (ALPS Series Trust), Investment Advisory Agreement (ALPS Series Trust)
Representations and Warranties of the Adviser. The Adviser hereby represents and warrants that:
A. The Adviser received Part II of the Form ADV of the Sub-Adviser at least 48 hours prior to the Trust as follows:
(i) the Adviser is a corporation duly organized and in good standing under the laws of the State of Delaware and is fully authorized to enter into this Agreement and carry out its duties and obligations hereunder;
(ii) the Adviser is registered as an investment adviser with the SEC under the Advisers Act, and shall maintain such registration in effect at all times during the term date of this Agreement;.
B. The Adviser acknowledges that the methods, models, and strategies of the Sub-Adviser (iiithe “Trading Approach”) are all confidential property of the Sub-Adviser. Nothing in this Agreement shall require the Sub-Adviser to disclose any details of its Trading Approach. The Adviser further agrees that it will maintain, keep current confidential and preserve will not disseminate the Sub-Adviser’s Trading Approach or details with regard to portfolio transactions entered into by the Sub-Adviser on behalf of the Fund all books and records: (i) Fund portfolio holdings information that is attributed to the Sub-Adviser, except as, and to the extent that is expressly required by law or regulation.
C. The Adviser represents and warrants that the Trust has filed a notice with the National Futures Association pursuant to Commodity Futures Trading Commission Rule 31a-1(b)(1), (2)(ii), (2)(iii), (3), (5) – (10), (12) 4.5 claiming exclusion from the definition of a Commodity Pool Operator and any records reasonably related thereto; or (ii) required in connection otherwise complies with such recordkeeping responsibilities as may be delegated by all other relevant provisions of the Commodity Exchange Act.
D. The Adviser represents and warrants that the Trust on behalf of the Funds to the Adviser from time to time. The Adviser agrees that such records are the property of the Funds, and shall be surrendered to the Funds promptly upon request. The Trust on behalf of the Funds acknowledges that Adviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation;
(iv) the Adviser shall maintain is a written code of ethics (the “Code of Ethics”) complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the 1940 Act and shall provide the Trust on behalf of the Funds with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Adviser acknowledges receipt of the written Code of Ethics adopted by and on behalf of the Trust on behalf of the Funds. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Adviser shall certify to the Trust on behalf of the Funds that the Adviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), and that no persons covered under its Code of Ethics have divulged or acted upon any material, non-public information, Qualified Institutional Buyer” as such term is defined in Rule 144A(1)(iv) under relevant securities lawsthe Securities Act of 1933, as amended.
E. The Adviser acknowledges that the Sub-Adviser may be subject to United States of America and/or European Union anti-money laundering regulations and if a violation of is required to, among other things, ascertain that the Code of Ethics of Fund is in compliance with the Trust on behalf of Fund’s local regulations. To assist the Funds or a violation of the Code of Ethics of the Sub-Adviser has occurred, that appropriate action was taken in response to such violation. Annuallymeeting its obligation, the Adviser shall furnish to represents that the Trust a written report that Fund is regulated by the relevant recognized regulatory authorities within the Fund’s jurisdiction, and the Fund complies with these regulations. In addition, the requirements Adviser acknowledges that the Fund has appropriate procedures in place to obtain and review identification information of Rule 17j-1 concerning all funds and the Adviser’s Code source of Ethics. funds used for investments made pursuant to this Agreement.
F. The Adviser shall permit the Trust to examine the reports required to be made by the Adviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph;
(v) the Adviser has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Adviser and its supervised persons, andconfirms that, to the extent the activities of the Adviser in respect of the Funds could affect the Funds, by the Funds, of “Federal Securities Laws” (as defined in Rule 38a-1 under the 1940 Act), and that the Adviser has provided the Trust with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the Trust on behalf of the Funds. The Adviser agrees to cooperate with periodic reviews by the Trust’s compliance personnel best of the Adviser’s policies knowledge and proceduresbelief, their operation and implementation and the Assets are not, in whole or in part, the proceeds of drug trafficking or other compliance matters and to provide to the Trust from time to time such additional information and certifications criminal activity, nor do they represent, in respect of the Adviser’s policies and procedureswhole or in part, compliance by the Adviser with federal securities laws and related matters as the Trust’s compliance personnel may reasonably request. directly or indirectly, such proceeds.
G. The Adviser agrees to promptly notify that the Trust on behalf of the Funds of any compliance violations that affect the Funds’ assets;
(vi) the Adviser Fund’s account will provide the requisite certifications reasonably requested by the chief executive officer and chief financial officer of the Funds necessary for those named officers to fulfill their reporting and certification obligations on Form N-CSR and Form N-Q as required be an exempt account under the Xxxxxxxx-Xxxxx Act of 2002 to the extent that such reporting and certifications relate to the Adviser’s duties and responsibilities under this Agreement; and
(vii) the Adviser will immediately notify the Trust of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9 of the 1940 Act or otherwise. The Adviser will also immediately notify the Trust if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the FundsCommodity Futures Trading Commission Rule 4.7.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (Sei Institutional International Trust), Investment Sub Advisory Agreement (Sei Institutional Managed Trust)
Representations and Warranties of the Adviser. The Adviser hereby represents and warrants to the Trust Fund as follows:
(i) the Adviser is a corporation limited liability company duly organized and in good standing under the laws of the State of Delaware and is fully authorized to enter into this Agreement and carry out its duties and obligations hereunder;
(ii) the Adviser is registered as an investment adviser with the SEC under the Advisers Act, and shall maintain such registration in effect at all times during the term of this Agreement;
(iii) the Adviser will maintain, keep current and preserve on behalf of the Fund all books and records: (i) required pursuant to Rule 31a-1(b)(1), (2)(ii), (2)(iii), (3), (5) – (10), (12) and any records reasonably related thereto; or (ii) required in connection with such recordkeeping responsibilities as may be delegated by the Trust on behalf of the Funds Fund to the Adviser from time to time. The Adviser agrees that such records are the property of the FundsFund, and shall be surrendered to the Funds such Fund promptly upon request. The Trust on behalf of the Funds Fund acknowledges that Adviser may retain copies of all records required to meet the record retention requirements imposed by law and regulationRules;
(iv) the Adviser shall maintain a written code of ethics (the “"Code of Ethics”") complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the 1940 Act and shall provide the Trust on behalf of the Funds Fund with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Adviser acknowledges receipt of the written Code of Ethics adopted by and on behalf of the Trust on behalf of the Funds. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Adviser shall certify to the Trust on behalf of the Funds Fund that the Adviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), and that no persons covered under its Code of Ethics have divulged or acted upon any material, non-public information, as such term is defined under relevant securities laws, and if a violation of the Code of Ethics of the Trust on behalf of the Funds or a violation of the Code of Ethics of the Adviser has occurred, that appropriate action was taken in response to such violation. Annually, the Adviser shall furnish to the Trust Fund a written report that complies with the requirements of Rule 17j-1 concerning the Adviser’s 's Code of Ethics. The Adviser shall permit the Trust Fund to examine the reports required to be made by the Adviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph;
(v) the Adviser has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Adviser and its supervised persons, and, to the extent the activities of the Adviser in respect of the Funds a Fund could affect the Fundssuch Fund, by the Fundssuch Fund, of “"Federal Securities Laws” " (as defined in Rule 38a-1 under the 1940 Act), and that the Adviser has provided the Trust Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the Trust on behalf of the FundsFund. The Adviser agrees to cooperate with periodic reviews by the Trust’s Fund's compliance personnel of the Adviser’s 's policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust Fund from time to time such additional information and certifications in respect of the Adviser’s 's policies and procedures, compliance by the Adviser with federal securities laws Federal Securities Laws and related matters as the Trust’s Fund's compliance personnel may reasonably request. The Adviser agrees to promptly notify the Trust on behalf of the Funds Fund of any compliance violations that affect the Funds’ Fund's assets;
(vi) the Adviser will provide the requisite certifications reasonably requested by the chief executive officer and chief financial officer of the Funds Fund necessary for those named officers to fulfill their reporting and certification obligations on Form N-CSR and Form N-Q as required under the Xxxxxxxx-Xxxxx Act of 2002 2002, as well as any other filings as reasonably requested by the Fund's officers, to the extent that such reporting and certifications relate to the Adviser’s 's duties and responsibilities under this Agreement; and;
(vii) the Adviser will immediately notify the Trust Fund of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9 of the 1940 Act or otherwise. The Adviser will also immediately notify the Trust Fund if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of a Fund; and
(viii) if required by applicable law to do so, is or will be registered with the FundsCommodity Futures Trading Commission ("CFTC") in all capacities in which the Adviser is required under the Commodity Exchange Act ("CEA") and the CFTC's regulations to be so registered and is registered with the National Futures Association ("NFA").
Appears in 2 contracts
Samples: Investment Advisory Agreement (Denali Structured Return Strategy Fund), Investment Advisory Agreement (Niagara Income Opportunities Fund)
Representations and Warranties of the Adviser. The Adviser hereby represents and warrants to the Trust as follows:
(i) the Adviser is a corporation limited liability company duly organized and in good standing under the laws of the State of Delaware and is fully authorized to enter into this Agreement and carry out its duties and obligations hereunder;
(ii) the Adviser is registered as an investment adviser with the SEC under the Advisers Act, and shall maintain such registration in effect at all times during the term of this Agreement;
(iii) the Adviser will maintain, keep current and preserve on behalf of the Fund all books and records: (i) required pursuant to Rule 31a-1(b)(1), (2)(ii), (2)(iii), (3), (5) – (10), (12) and any records reasonably related thereto; or (ii) required in connection with such recordkeeping responsibilities as may be delegated by the Trust on behalf of the Funds Fund to the Adviser from time to time. The Adviser agrees that such records are the property of the FundsFund, and shall be surrendered to the Funds Fund promptly upon request. The Trust on behalf of the Funds Fund acknowledges that Adviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation;
(iv) the Adviser shall maintain a written code of ethics (the “Code of Ethics”) complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the 1940 Act and shall provide the Trust on behalf of the Funds Fund with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Adviser acknowledges receipt of the written Code of Ethics adopted by and on behalf of the Trust on behalf of the FundsFund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Adviser shall certify to the Trust on behalf of the Funds Fund that the Adviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), and that no persons covered under its Code of Ethics have divulged or acted upon any material, non-public information, as such term is defined under relevant securities laws, and if a violation of the Code of Ethics of the Trust on behalf of the Funds Fund or a violation of the Code of Ethics of the Adviser has occurred, that appropriate action was taken in response to such violation. Annually, the Adviser shall furnish to the Trust Fund a written report that complies with the requirements of Rule 17j-1 concerning the Adviser’s Code of Ethics. The Adviser shall permit the Trust Fund to examine the reports required to be made by the Adviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph;
(v) the Adviser has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Adviser and its supervised persons, and, to the extent the activities of the Adviser in respect of the Funds Fund could affect the FundsFund, by the FundsFund, of “Federal Securities Laws” (as defined in Rule 38a-1 under the 1940 Act), and that the Adviser has provided the Trust Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the Trust on behalf of the FundsFund. The Adviser agrees to cooperate with periodic reviews by the TrustFund’s compliance personnel of the Adviser’s policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust Fund from time to time such additional information and certifications in respect of the Adviser’s policies and procedures, compliance by the Adviser with federal securities laws and related matters as the TrustFund’s compliance personnel may reasonably request. The Adviser agrees to promptly notify the Trust on behalf of the Funds Fund of any compliance violations that affect the Funds’ Fund’s assets;
(vi) the Adviser will provide the requisite certifications reasonably requested by the chief executive officer and chief financial officer of the Funds Fund necessary for those named officers to fulfill their reporting and certification obligations on Form N-CSR and Form N-Q as required under the Xxxxxxxx-Xxxxx Act of 2002 to the extent that such reporting and certifications relate to the Adviser’s duties and responsibilities under this Agreement; and
(vii) the Adviser will immediately notify the Trust Fund of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9 of the 1940 Act or otherwise. The Adviser will also immediately notify the Trust Fund if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the FundsFund.
Appears in 2 contracts
Samples: Investment Advisory Agreement (ALPS Series Trust), Investment Advisory Agreement (ALPS Series Trust)
Representations and Warranties of the Adviser. The Adviser hereby represents and warrants to the Trust Fund as follows:
(i) the Adviser is a corporation duly organized incorporated and in good standing under the laws of the State of Delaware and is fully authorized to enter into this Agreement and carry out its duties and obligations hereunder;
(ii) the Adviser is registered as an investment adviser with the SEC under the Advisers Act, and shall maintain such registration in effect at all times during the term of this Agreement;
(iii) the Adviser will maintain, keep current and preserve on behalf of the Fund all books and records: (i) required pursuant to Rule 31a-1(b)(1), (2)(ii), (2)(iii), (3), (5) – (10), (12) and any records reasonably related thereto; or (ii) required in connection with such recordkeeping responsibilities as may be delegated by the Trust on behalf of the Funds Fund to the Adviser from time to time. The Adviser agrees that such records are the property of the FundsFund, and shall be surrendered to the Funds Fund promptly upon request. The Trust on behalf of the Funds Fund acknowledges that Adviser may retain copies of all records required to meet the record retention requirements imposed by law and regulationthe Rules;
(iv) the Adviser shall maintain a written code of ethics (the “Code of Ethics”) complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the 1940 Act and shall provide the Trust on behalf of the Funds Fund with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Adviser acknowledges receipt of the written Code of Ethics adopted by and on behalf of the Trust on behalf of the Funds. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Adviser shall certify to the Trust on behalf of the Funds Fund that the Adviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), and that no persons covered under its Code of Ethics have divulged or acted upon any material, non-public information, as such term is defined under relevant securities laws, and if a violation of the Code of Ethics of the Trust on behalf of the Funds or a violation of the Code of Ethics of the Adviser has occurred, that appropriate action was taken in response to such violation. Annually, the Adviser shall furnish to the Trust Fund a written report that complies with the requirements of Rule 17j-1 concerning the Adviser’s Code of Ethics. The Adviser shall permit the Trust Fund to examine the reports required to be made by the Adviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph;
(v) the Adviser has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Adviser and its supervised persons, and, to the extent the activities of the Adviser in respect of the Funds Fund could affect the Fundsit, by the FundsFund, of “Federal Securities Laws” (as defined in Rule 38a-1 under the 1940 Act), and that the Adviser has provided the Trust Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the Trust on behalf of the FundsFund. The Adviser agrees to cooperate with periodic reviews by the TrustFund’s compliance personnel of the Adviser’s policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust Fund from time to time such additional information and certifications in respect of the Adviser’s policies and procedures, compliance by the Adviser with federal securities laws Federal Securities Laws and related matters as the TrustFund’s compliance personnel may reasonably request. The Adviser agrees to promptly notify the Trust on behalf of the Funds Fund of any compliance violations that affect the Funds’ Fund’s assets;
(vi) the Adviser will provide the requisite certifications reasonably requested by the chief executive officer and chief financial officer of the Funds Fund necessary for those named officers to fulfill their reporting and certification obligations on Form N-CSR and Form N-Q as required under the Xxxxxxxx-Xxxxx Act of 2002 2002, as well as any other filings as reasonably requested by the Fund’s officers, to the extent that such reporting and certifications relate to the Adviser’s duties and responsibilities under this Agreement; and;
(vii) the Adviser will immediately notify the Trust Fund of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9 of the 1940 Act or otherwise. The Adviser will also immediately notify the Trust Fund if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the FundsFund; and
(i) if required by applicable law to do so, (a) is or will be registered with the Commodity Futures Trading Commission (“CFTC”) in all capacities in which the Adviser is required under the Commodity Exchange Act and the CFTC’s regulations to be so registered and (b) is or will be registered with the National Futures Association.
Appears in 2 contracts
Samples: Investment Advisory Agreement (Institutional Investment Strategy Fund), Investment Advisory Agreement (Institutional Investment Strategy Fund)
Representations and Warranties of the Adviser. The Adviser hereby represents and warrants to the Trust as follows:
(i) the Adviser is a corporation duly organized and in good standing under the laws of the State of Delaware and is fully authorized to enter into this Agreement and carry out its duties and obligations hereunder;
(ii) the Adviser is registered as an investment adviser with the SEC under the Advisers Act, and shall maintain such registration in effect at all times during the term of this Agreement;
(iii) the Adviser will maintain, keep current and preserve on behalf of the Fund all books and records: (i) required pursuant to Rule 31a-1(b)(1), (2)(ii), (2)(iii), (3), (5) – (10), (12) and any records reasonably related thereto; or (ii) required in connection with such recordkeeping responsibilities as may be delegated by the Trust on behalf of the Funds to the Adviser from time to time. The Adviser agrees that such records are the property of the Funds, and shall be surrendered to the Funds promptly upon request. The Trust on behalf of the Funds acknowledges that Adviser may retain copies of all records required to meet the record retention requirements imposed by law and regulationRules ;
(iv) the Adviser shall maintain a written code of ethics (the “Code of Ethics”) complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the 1940 Act and shall provide the Trust on behalf of the Funds with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Adviser acknowledges receipt of the written Code of Ethics adopted by and on behalf of the Trust on behalf of the Funds. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Adviser shall certify to the Trust on behalf of the Funds that the Adviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), and that no persons covered under its Code of Ethics have divulged or acted upon any material, non-public information, as such term is defined under relevant securities laws, and if a violation of the Code of Ethics of the Trust on behalf of the Funds or a violation of the Code of Ethics of the Adviser has occurred, that appropriate action was taken in response to such violation. Annually, the Adviser shall furnish to the Trust a written report that complies with the requirements of Rule 17j-1 concerning the Adviser’s Code of Ethics. The Adviser shall permit the Trust to examine the reports required to be made by the Adviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph;
(v) the Adviser has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Adviser and its supervised persons, and, to the extent the activities of the Adviser in respect of the Funds could affect the Funds, by the Funds, of “Federal Securities Laws” (as defined in Rule 38a-1 under the 1940 Act), and that the Adviser has provided the Trust with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the Trust on behalf of the Funds. The Adviser agrees to cooperate with periodic reviews by the Trust’s compliance personnel of the Adviser’s policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust from time to time such additional information and certifications in respect of the Adviser’s policies and procedures, compliance by the Adviser with federal securities laws Federal Securities Laws and related matters as the Trust’s compliance personnel may reasonably request. The Adviser agrees to promptly notify the Trust on behalf of the Funds of any compliance violations that affect the Funds’ assets;
(vi) the Adviser will provide the requisite certifications reasonably requested by the chief executive officer and chief financial officer of the Funds necessary for those named officers to fulfill their reporting and certification obligations on Form N-CSR and Form N-Q as required under the Xxxxxxxx-Xxxxx Act of 2002 to the extent that such reporting and certifications relate to the Adviser’s duties and responsibilities under this Agreement; and
(vii) the Adviser will immediately notify the Trust of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9 of the 1940 Act or otherwise. The Adviser will also immediately notify the Trust if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Funds.
Appears in 2 contracts
Samples: Investment Advisory Agreement (ALPS Series Trust), Investment Advisory Agreement (ALPS Series Trust)
Representations and Warranties of the Adviser. The Adviser hereby represents and warrants to the Trust as follows:
(i) the Adviser is a corporation limited partnership duly organized and in good standing under the laws of the State of Delaware and is fully authorized to enter into this Agreement and carry out its duties and obligations hereunder;
(ii) the Adviser is registered as an investment adviser with the SEC under the Advisers Act, and shall maintain such registration in effect at all times during the term of this Agreement;
(iii) the Adviser will maintain, keep current and preserve on behalf of the each Fund all books and records: (i) required pursuant to Rule 31a-1(b)(1), (2)(ii), (2)(iii), (3), (5) – (10), (12) and any records reasonably related thereto; or (ii) required in connection with such recordkeeping responsibilities as may be delegated by the Trust on behalf of the Funds each Fund to the Adviser from time to time. The Adviser agrees that such records are the property of the Fundseach Fund, and shall be surrendered to the Funds such Fund promptly upon request. The Trust on behalf of the Funds each Fund acknowledges that Adviser may retain copies of all records required to meet the record retention requirements imposed by law and regulationRules;
(iv) the Adviser shall maintain a written code of ethics (the “Code of Ethics”) complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the 1940 Act and shall provide the Trust on behalf of the Funds each Fund with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Adviser acknowledges receipt of the written Code of Ethics adopted by and on behalf of the Trust on behalf of the Fundseach Fund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Adviser shall certify to the Trust on behalf of the Funds each Fund that the Adviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), and that no persons covered under its Code of Ethics have divulged or acted upon any material, non-public information, as such term is defined under relevant securities laws, and if a violation of the Code of Ethics of the Trust on behalf of the Funds each Fund or a violation of the Code of Ethics of the Adviser has occurred, that appropriate action was taken in response to such violation. Annually, the Adviser shall furnish to the Trust a written report that complies with the requirements of Rule 17j-1 concerning the Adviser’s Code of Ethics. The Adviser shall permit the Trust to examine the reports required to be made by the Adviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph;
(v) the Adviser has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Adviser and its supervised persons, and, to the extent the activities of the Adviser in respect of the Funds a Fund could affect the Fundssuch Fund, violations by the Fundssuch Fund, of “Federal Securities Laws” (as defined in Rule 38a-1 under the 1940 Act), and that the Adviser has provided the Trust with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the Trust on behalf of the Fundseach Fund. The Adviser agrees to cooperate with periodic reviews by the Trust’s compliance personnel of the Adviser’s policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust from time to time such additional information and certifications in respect of the Adviser’s policies and procedures, compliance by the Adviser with federal securities laws Federal Securities Laws and related matters as the Trust’s compliance personnel may reasonably request. The Adviser agrees to promptly notify the Trust on behalf of the Funds a Fund of any compliance violations that affect the Funds’ such Fund’s assets;
(vi) the Adviser will provide the requisite certifications reasonably requested by the chief executive officer and chief financial officer of the Funds Trust necessary for those named officers to fulfill their reporting and certification obligations on Form N-CSR and Form N-Q as required under the Xxxxxxxx-Xxxxx Act of 2002 2002, as well as any other filings as reasonably requested by the Trust’s officers, to the extent that such reporting and certifications relate to the Adviser’s duties and responsibilities under this Agreement; and;
(vii) the Adviser will immediately notify the Trust of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9 of the 1940 Act or otherwise. The Adviser will also immediately notify the Trust if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of a Fund; and
(viii) the FundsAdviser agrees to provide reasonable assistance with the liquidity classifications required under the Trust’s liquidity risk management program, as implemented, in accordance with Rule 22e-4 under the 1940 Act.
Appears in 1 contract
Representations and Warranties of the Adviser. The Adviser hereby represents and warrants to the Trust as follows:
(i) the Adviser is a corporation limited liability company duly organized and in good standing under the laws of the State of Delaware and is fully authorized to enter into this Agreement and carry out its duties and obligations hereunder;
(ii) the Adviser is registered as an investment adviser with the SEC under the Advisers Act, and shall maintain such registration in effect at all times during the term of this Agreement;
(iii) the Adviser will maintain, keep current and preserve on behalf of the Fund all books and records: (i) required pursuant to Rule 31a-1(b)(1), (2)(ii), (2)(iii), (3), (5) – ‑ (10), (12) and any records reasonably related thereto; or (ii) required in connection with such recordkeeping responsibilities as may be delegated by the Trust on behalf of the Funds Fund to the Adviser from time to time. The Adviser agrees that such records are the property of the FundsFund, and shall be surrendered to the Funds Fund promptly upon request. The Trust on behalf of the Funds Fund acknowledges that Adviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation;
(iv) the Adviser shall maintain a written code of ethics (the “Code of Ethics”) complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the 1940 Act and shall provide the Trust on behalf of the Funds Fund with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Adviser acknowledges receipt of the written Code of Ethics adopted by and on behalf of the Trust on behalf of the FundsFund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Adviser shall certify to the Trust on behalf of the Funds Fund that the Adviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), and that no persons covered under its Code of Ethics have divulged or acted upon any material, non-public information, as such term is defined under relevant securities laws, and if a violation of the Code of Ethics of the Trust on behalf of the Funds Fund or a violation of the Code of Ethics of the Adviser has occurred, that appropriate action was taken in response to such violation. Annually, the Adviser shall furnish to the Trust Fund a written report that complies with the requirements of Rule 17j-1 concerning the Adviser’s Code of Ethics. The Adviser shall permit the Trust Fund to examine the reports required to be made by the Adviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph;
(v) the Adviser has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Adviser and its supervised persons, and, to the extent the activities of the Adviser in respect of the Funds Fund could affect the FundsFund, by the FundsFund, of “Federal Securities Laws” (as defined in Rule 38a-1 under the 1940 Act), and that the Adviser has provided the Trust Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the Trust on behalf of the FundsFund. The Adviser agrees to cooperate with periodic reviews by the TrustFund’s compliance personnel of the Adviser’s policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust Fund from time to time such additional information and certifications in respect of the Adviser’s policies and procedures, compliance by the Adviser with federal securities laws and related matters as the TrustFund’s compliance personnel may reasonably request. The Adviser agrees to promptly notify the Trust on behalf of the Funds Fund of any compliance violations that affect the Funds’ Fund’s assets;
(vi) the Adviser will provide the requisite certifications reasonably requested by the chief executive officer and chief financial officer of the Funds Fund necessary for those named officers to fulfill their reporting and certification obligations on Form N-CSR and Form N-Q as required under the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 to the extent that such reporting and certifications relate to the Adviser’s duties and responsibilities under this Agreement; and
(vii) the Adviser will immediately notify the Trust Fund of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9 of the 1940 Act or otherwise. The Adviser will also immediately notify the Trust Fund if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the FundsFund.
Appears in 1 contract
Samples: Interim Investment Advisory Agreement (ALPS Series Trust)
Representations and Warranties of the Adviser. The Adviser hereby represents and warrants to the Trust Fund as follows:
(i) the Adviser is a corporation duly organized incorporated and in good standing under the laws of the State of Delaware and is fully authorized to enter into this Agreement and carry out its duties and obligations hereunder;
(ii) the Adviser is registered as an investment adviser with the SEC under the Advisers Act, and shall maintain such registration in effect at all times during the term of this Agreement;
(iii) the Adviser will maintain, keep current and preserve on behalf of the Fund all books and records: (i) required pursuant to Rule 31a-1(b)(1), (2)(ii), (2)(iii), (3), (5) – (10), (12) and any records reasonably related thereto; or (ii) required in connection with such recordkeeping responsibilities as may be delegated by the Trust on behalf of the Funds Fund to the Adviser from time to time. The Adviser agrees that such records are the property of the FundsFund, and shall be surrendered to the Funds Fund promptly upon request. The Trust on behalf of the Funds Fund acknowledges that Adviser may retain copies of all records required to meet the record retention requirements imposed by law and regulationthe Rules;
(iv) the Adviser shall maintain a written code of ethics (the “Code of Ethics”) complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the 1940 Act and shall provide the Trust on behalf of the Funds Fund with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Adviser acknowledges receipt of the written Code of Ethics adopted by and on behalf of the Trust on behalf of the Funds. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Adviser shall certify to the Trust on behalf of the Funds Fund that the Adviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), and that no persons covered under its Code of Ethics have divulged or acted upon any material, non-public information, as such term is defined under relevant securities laws, and if a violation of the Code of Ethics of the Trust on behalf of the Funds or a violation of the Code of Ethics of the Adviser has occurred, that appropriate action was taken in response to such violation. Annually, the Adviser shall furnish to the Trust Fund a written report that complies with the requirements of Rule 17j-1 concerning the Adviser’s Code of Ethics. The Adviser shall permit the Trust Fund to examine the reports required to be made by the Adviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph;
(v) the Adviser has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Adviser and its supervised persons, and, to the extent the activities of the Adviser in respect of the Funds Fund could affect the Fundsit, by the FundsFund, of “Federal Securities Laws” (as defined in Rule 38a-1 under the 1940 Act), and that the Adviser has provided the Trust Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the Trust on behalf of the FundsFund. The Adviser agrees to cooperate with periodic reviews by the TrustFund’s compliance personnel of the Adviser’s policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust Fund from time to time such additional information and certifications in respect of the Adviser’s policies and procedures, compliance by the Adviser with federal securities laws Federal Securities Laws and related matters as the TrustFund’s compliance personnel may reasonably request. The Adviser agrees to promptly notify the Trust on behalf of the Funds Fund of any compliance violations that affect the Funds’ Fund’s assets;
(vi) the Adviser will provide the requisite certifications reasonably requested by the chief executive officer and chief financial officer of the Funds Fund necessary for those named officers to fulfill their reporting and certification obligations on Form N-CSR and Form N-Q as required under the XxxxxxxxSaxxxxxx-Xxxxx Act Xct of 2002 2002, as well as any other filings as reasonably requested by the Fund’s officers, to the extent that such reporting and certifications relate to the Adviser’s duties and responsibilities under this Agreement; and;
(vii) the Adviser will immediately notify the Trust Fund of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9 of the 1940 Act or otherwise. The Adviser will also immediately notify the Trust Fund if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the FundsFund; and
(viii) if required by applicable law to do so, (a) is or will be registered with the Commodity Futures Trading Commission (“CFTC”) in all capacities in which the Adviser is required under the Commodity Exchange Act and the CFTC’s regulations to be so registered and (b) is or will be registered with the National Futures Association.
Appears in 1 contract
Samples: Investment Advisory Agreement (List Income Opportunities Fund)
Representations and Warranties of the Adviser. The Adviser hereby represents and warrants to the Trust as follows:
(i) the Adviser is a corporation limited liability company duly organized and in good standing under the laws of the State of Delaware Georgia and is fully authorized to enter into this Agreement and carry out its duties and obligations hereunder;
(ii) the Adviser is registered as an investment adviser with the SEC under the Advisers Act, and shall maintain such registration in effect at all times during the term of this Agreement;
(iii) the Adviser will maintain, keep current and preserve on behalf of the Fund all books and records: (i) required pursuant to Rule 31a-1(b)(1), (2)(ii), (2)(iii), (3), (5) – (10), (12) and any records reasonably related thereto; or (ii) required in connection with such recordkeeping responsibilities as may be delegated by the Trust on behalf of the Funds Fund to the Adviser from time to time. The Adviser agrees that such records are the property of the FundsFund, and shall be surrendered to the Funds Fund promptly upon request. The Trust on behalf of the Funds Fund acknowledges that Adviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation;
(iv) the Adviser shall maintain a written code of ethics (the “Code of Ethics”) complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the 1940 Act and shall provide the Trust on behalf of the Funds Fund with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Adviser acknowledges receipt of the written Code of Ethics adopted by and on behalf of the Trust on behalf of the FundsFund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Adviser shall certify to the Trust on behalf of the Funds Fund that the Adviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), and that no persons covered under its Code of Ethics have divulged or acted upon any material, non-public information, as such term is defined under relevant securities laws, and if a violation of the Code of Ethics of the Trust on behalf of the Funds Fund or a violation of the Code of Ethics of the Adviser has occurredoccurred , that appropriate action was taken in response to such violation. Annually, the Adviser shall furnish to the Trust Fund a written report that complies with the requirements of Rule 17j-1 concerning the Adviser’s Code of Ethics. The Adviser shall permit the Trust Fund to examine the reports required to be made by the Adviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph;
(v) the Adviser has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Adviser and its supervised persons, and, to the extent the activities of the Adviser in respect of the Funds Fund could affect the FundsFund, by the FundsFund, of “Federal Securities Lawsfederal securities laws” (as defined in Rule 38a-1 under the 1940 Act), and that the Adviser has provided the Trust Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the Trust on behalf of the FundsFund. The Adviser agrees to cooperate with periodic reviews by the TrustFund’s compliance personnel of the Adviser’s policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust Fund from time to time such additional information and certifications in respect of the Adviser’s policies and procedures, compliance by the Adviser with federal securities laws and related matters as the TrustFund’s compliance personnel may reasonably request. The Adviser agrees to promptly notify the Trust on behalf of the Funds Fund of any compliance violations that affect the Funds’ Fund’s assets;
(vi) the Adviser will provide the requisite certifications reasonably requested by the chief executive officer and chief financial officer of the Funds Fund necessary for those named officers to fulfill their reporting and certification obligations on Form N-CSR and Form N-Q as required under the Xxxxxxxx-Xxxxx Act of 2002 to the extent that such reporting and certifications relate to the Adviser’s duties and responsibilities under this Agreement; and
(vii) the Adviser will immediately notify the Trust Fund of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9 of the 1940 Act or otherwise. The Adviser will also immediately notify the Trust Fund if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the FundsFund.
Appears in 1 contract
Representations and Warranties of the Adviser. The Adviser hereby represents and warrants to the Trust Fund as follows:
(i) the Adviser is a corporation limited liability company duly organized organized, validly existing, and in good standing under the laws of the State of Delaware and is fully authorized to enter into this Agreement and carry out its duties and obligations hereunder;
(ii) the Adviser is registered with applicable regulators in each capacity in which it is required to register to perform its duties with respect to the Fund, 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 a commodity pool operator (“CPO”) with the U.S. Commodity Futures Trading Commission (the “CFTC”) and as an investment adviser with the SEC under the Advisers Act, and shall maintain such registration in effect at all times during the term of this Agreement;; and
(iii) the Adviser will maintain, keep current and preserve on behalf of the Fund all books and records: (i) required pursuant to Rule 31a-1(b)(1), (2)(ii), (2)(iii), (3), (5) – (10), (12) and any records reasonably related thereto; or (ii) required in connection with such recordkeeping responsibilities as may be delegated by the Trust on behalf of the Funds to the Adviser from time to time. The Adviser agrees that such records are the property of the Funds, and shall be surrendered to the Funds promptly upon request. The Trust on behalf of the Funds acknowledges that Adviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation;
(iv) the Adviser shall maintain has adopted a written code of ethics (the “Code of Ethics”) complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l 17j-1 under the 1940 Act and shall will provide the Trust on behalf of the Funds Fund with a copy of the Code of Ethics and that code, together with evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Adviser acknowledges receipt Within 20 days of the written Code end of Ethics adopted by and on behalf of the Trust on behalf of the Funds. Each each calendar quarter while during which this Agreement is remains in effect, a duly authorized the chief compliance officer of the Adviser shall certify to the Trust on behalf of the Funds Fund that the Adviser has complied with the requirements of Rules 204A-1 and 17j-l Rule 17j-1 (as amended from time to time) during the previous calendar quarter and that there has have been no material violation violations of its Code the Adviser’s code of Ethicsethics or, or of Rule 17j-1(b), and that no persons covered under its Code of Ethics have divulged or acted upon any material, non-public information, as if such term is defined under relevant securities laws, and if a violation of the Code of Ethics of the Trust on behalf of the Funds or a violation of the Code of Ethics of the Adviser has occurred, that appropriate action was has been taken in response to such violation. AnnuallyUpon written request of the Fund, the Adviser shall furnish to permit representatives of the Trust a written report that complies with the requirements of Rule 17j-1 concerning the Adviser’s Code of Ethics. The Adviser shall permit the Trust Fund to examine the reports (or summaries of the reports) required to be made by to the Adviser under Rules 204A-1(bby Rule 17j-1(c)(1) and 17j-l(d)(1) and this subparagraph;
(v) the Adviser has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Adviser and its supervised persons, and, to the extent the activities other records evidencing enforcement of the Adviser in respect code of the Funds could affect the Funds, by the Funds, of “Federal Securities Laws” (as defined in Rule 38a-1 under the 1940 Act), and that the Adviser has provided the Trust with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the Trust on behalf of the Funds. The Adviser agrees to cooperate with periodic reviews by the Trust’s compliance personnel of the Adviser’s policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust from time to time such additional information and certifications in respect of the Adviser’s policies and procedures, compliance by the Adviser with federal securities laws and related matters as the Trust’s compliance personnel may reasonably request. The Adviser agrees to promptly notify the Trust on behalf of the Funds of any compliance violations that affect the Funds’ assets;
(vi) the Adviser will provide the requisite certifications reasonably requested by the chief executive officer and chief financial officer of the Funds necessary for those named officers to fulfill their reporting and certification obligations on Form N-CSR and Form N-Q as required under the Xxxxxxxx-Xxxxx Act of 2002 to the extent that such reporting and certifications relate to the Adviser’s duties and responsibilities under this Agreement; and
(vii) the Adviser will immediately notify the Trust of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9 of the 1940 Act or otherwise. The Adviser will also immediately notify the Trust if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Fundsethics.
Appears in 1 contract
Samples: Investment Advisory Agreement (USCF Mutual Funds Trust)
Representations and Warranties of the Adviser. The Adviser hereby represents and warrants that:
A. The Adviser received Part II of the Form ADV of the Sub-Adviser at least 48 hours prior to the Trust as follows:
(i) the Adviser is a corporation duly organized and in good standing under the laws of the State of Delaware and is fully authorized to enter into this Agreement and carry out its duties and obligations hereunder;
(ii) the Adviser is registered as an investment adviser with the SEC under the Advisers Act, and shall maintain such registration in effect at all times during the term date of this Agreement;.
B. The Adviser acknowledges that the methods, models, and strategies of the Sub-Adviser (iiithe “Trading Approach”) are all confidential property of the Sub-Adviser. Nothing in this Agreement shall require the Sub-Adviser to disclose any details of its Trading Approach. The Adviser further agrees that it will maintain, keep current confidential and preserve will not disseminate the Sub-Adviser’s Trading Approach or details with regard to portfolio transactions entered into by the Sub-Adviser on behalf of a Fund and Fund portfolio holdings information that is attributed to the Fund all books Sub-Adviser, except as, and records: (i) to the extent that is expressly required by law or regulation.
C. The Adviser represents and warrants that the Trust has filed a notice with the National Futures Association pursuant to Commodity Futures Trading Commission Rule 31a-1(b)(1), (2)(ii), (2)(iii), (3), (5) – (10), (12) 4.5 claiming exclusion from the definition of a Commodity Pool Operator and any records reasonably related thereto; or (ii) required in connection otherwise complies with such recordkeeping responsibilities as may be delegated by all other relevant provisions of the Commodity Exchange Act.
D. The Adviser represents and warrants that the Trust on behalf of the Funds to the Adviser from time to time. The Adviser agrees that such records are the property of the Funds, and shall be surrendered to the Funds promptly upon request. The Trust on behalf of the Funds acknowledges that Adviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation;
(iv) the Adviser shall maintain is a written code of ethics (the “Code of Ethics”) complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the 1940 Act and shall provide the Trust on behalf of the Funds with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Adviser acknowledges receipt of the written Code of Ethics adopted by and on behalf of the Trust on behalf of the Funds. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Adviser shall certify to the Trust on behalf of the Funds that the Adviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), and that no persons covered under its Code of Ethics have divulged or acted upon any material, non-public information, Qualified Institutional Buyer” as such term is defined in Rule 144A(1)(iv) under relevant securities lawsthe Securities Act of 1933, as amended.
E. The Adviser acknowledges that the Sub-Adviser may be subject to United States of America and/or European Union anti-money laundering regulations and if a violation of is required to, among other things, ascertain that each Fund is in compliance with the Code of Ethics of Fund’s local regulations. To assist the Trust on behalf of the Funds or a violation of the Code of Ethics of the Sub-Adviser has occurred, that appropriate action was taken in response to such violation. Annuallymeeting its obligation, the Adviser shall furnish to represents that each Fund is regulated by the Trust a written report that relevant recognized regulatory authorities within the Fund’s jurisdiction, and the Fund complies with these regulations. In addition, the requirements Adviser acknowledges that each Fund has appropriate procedures in place to obtain and review identification information of Rule 17j-1 concerning all funds and the Adviser’s Code source of Ethics. funds used for investments made pursuant to this Agreement.
F. The Adviser shall permit the Trust to examine the reports required to be made by the Adviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph;
(v) the Adviser has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Adviser and its supervised persons, andconfirms that, to the extent the activities of the Adviser in respect of the Funds could affect the Funds, by the Funds, of “Federal Securities Laws” (as defined in Rule 38a-1 under the 1940 Act), and that the Adviser has provided the Trust with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the Trust on behalf of the Funds. The Adviser agrees to cooperate with periodic reviews by the Trust’s compliance personnel best of the Adviser’s policies knowledge and proceduresbelief, their operation and implementation and the Assets are not, in whole or in part, the proceeds of drug trafficking or other compliance matters and to provide to the Trust from time to time such additional information and certifications criminal activity, nor do they represent, in respect of the Adviser’s policies and procedureswhole or in part, compliance by the Adviser with federal securities laws and related matters as the Trust’s compliance personnel may reasonably request. directly or indirectly, such proceeds.
G. The Adviser agrees to promptly notify the Trust on behalf of the Funds of any compliance violations that affect the Funds’ assets;
(vi) the Adviser each Fund’s account will provide the requisite certifications reasonably requested by the chief executive officer and chief financial officer of the Funds necessary for those named officers to fulfill their reporting and certification obligations on Form N-CSR and Form N-Q as required be an exempt account under the Xxxxxxxx-Xxxxx Act of 2002 to the extent that such reporting and certifications relate to the Adviser’s duties and responsibilities under this Agreement; and
(vii) the Adviser will immediately notify the Trust of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9 of the 1940 Act or otherwise. The Adviser will also immediately notify the Trust if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the FundsCommodity Futures Trading Commission Rule 4.7.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Sei Institutional Investments Trust)
Representations and Warranties of the Adviser. The Adviser hereby represents and warrants to the Trust as follows:
(i) the Adviser is a corporation limited liability company duly organized and in good standing under the laws of the State of Delaware and is fully duly authorized to enter into this Agreement and carry out its duties and obligations hereunder;
(ii) the Adviser is registered as an investment adviser with the SEC under the Advisers Act, and shall maintain such registration in effect at all times during the term of this Agreement;
(iii) the Adviser will maintain, keep current and preserve on behalf of the Fund Funds all books and records: (i) required pursuant to Rule 31a-1(b)(1), (2)(ii), (2)(iii), (3), (5) – (10), (12) and any records reasonably related thereto; or (ii) required in connection with such recordkeeping responsibilities as may be delegated by the Trust on behalf of mutually agreed between the Funds to and the Adviser from time to time. The Adviser agrees that such records are the property of the Funds, and shall be surrendered to the Funds promptly within a reasonable time upon request. The Trust on behalf of the Funds acknowledges acknowledge that Adviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation;
(iv) the Adviser shall maintain a written code of ethics (the “Code of Ethics”) complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the 1940 Act and shall provide the Trust on behalf of the Funds with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Adviser acknowledges receipt of the written Code of Ethics adopted by and on behalf of the Trust on behalf of the Funds. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Adviser shall certify to the Trust on behalf of the Funds that the Adviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), and that no persons covered under its Code of Ethics have divulged or acted upon any material, non-public information, as such term is defined under relevant securities laws, and if a violation of the Code of Ethics of the Trust on behalf of the Funds or a violation of the Code of Ethics of the Adviser has occurred, that appropriate action was taken in response to such violation. Annually, the Adviser shall furnish to the Trust Funds a written report that complies with the requirements of Rule 17j-1 concerning the Adviser’s Code of Ethics. The Upon reasonable request, the Adviser shall permit the Trust Funds to examine the reports required to be made by the Adviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph;
(v) the Adviser has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Adviser and its supervised persons, and, to the extent the activities of the Adviser in respect of the Funds could affect the Funds, by the Funds, of “Federal Securities Laws” (as defined in Rule 38a-1 under the 1940 Act), and that the Adviser has provided the Trust Funds with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the Trust on behalf of the Funds. The Adviser agrees to cooperate with periodic reviews by the Trust’s Funds’ compliance personnel of the Adviser’s policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust Funds from time to time such additional information and certifications in respect of the Adviser’s policies and procedures, compliance by the Adviser with federal securities laws and related matters as the Trust’s Funds’ compliance personnel may reasonably request. The Adviser agrees to promptly notify the Trust on behalf of the Funds of any compliance violations that affect affect, in any material respect, the Funds’ assets;
(vi) the Adviser will provide the requisite certifications reasonably requested by the chief executive officer and chief financial officer of the Funds necessary for those named officers to fulfill their reporting and certification obligations on Form N-CSR and Form N-Q as required under the Xxxxxxxx-Xxxxx Act of 2002 to the extent that such reporting and certifications relate to the Adviser’s duties and responsibilities under this Agreement; and
(vii) the Adviser will immediately notify the Trust Funds of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9 of the 1940 Act or otherwise. The Adviser will also immediately notify the Trust Funds if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs related to management of the Funds.
Appears in 1 contract
Representations and Warranties of the Adviser. The Adviser hereby represents and warrants to the Trust as follows:
(i) the Adviser is a corporation duly organized and in good standing under the laws of the State of Delaware and is fully authorized to enter into this Agreement and carry out its duties and obligations hereunder;
(ii) the Adviser is registered as an investment adviser with the SEC under the Advisers Act, and shall maintain such registration in effect at all times during the term of this Agreement;
(iii) the Adviser will maintain, keep current and preserve on behalf of the Fund all books and records: (i) required pursuant to Rule 31a-1(b)(1), (2)(ii), (2)(iii), (3), (5) – (10), (12) and any records reasonably related thereto; or (ii) required in connection with such recordkeeping responsibilities as may be delegated by the Trust on behalf of the Funds Fund to the Adviser from time to time. The Adviser agrees that such records are the property of the FundsFund, and shall be surrendered to the Funds Fund promptly upon request. The Trust on behalf of the Funds Fund acknowledges that Adviser may retain copies of all records required to meet the record retention requirements imposed by law and regulationRules;
(iv) the Adviser shall maintain a written code of ethics (the “Code of Ethics”) complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the 1940 Act and shall provide the Trust on behalf of the Funds Fund with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Adviser acknowledges receipt of the written Code of Ethics adopted by and on behalf of the Trust on behalf of the FundsFund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Adviser shall certify to the Trust on behalf of the Funds Fund that the Adviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), and that no persons covered under its Code of Ethics have divulged or acted upon any material, non-public information, as such term is defined under relevant securities laws, and if a violation of the Code of Ethics of the Trust on behalf of the Funds Fund or a violation of the Code of Ethics of the Adviser has occurred, that appropriate action was taken in response to such violation. Annually, the Adviser shall furnish to the Trust a written report that complies with the requirements of Rule 17j-1 concerning the Adviser’s Code of Ethics. The Adviser shall permit the Trust to examine the reports required to be made by the Adviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph;
(v) the Adviser has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Adviser and its supervised persons, and, to the extent the activities of the Adviser in respect of the Funds Fund could affect the FundsFund, by the FundsFund, of “Federal Securities Laws” (as defined in Rule 38a-1 under the 1940 Act), and that the Adviser has provided the Trust with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the Trust on behalf of the FundsFund. The Adviser agrees to cooperate with periodic reviews by the Trust’s compliance personnel of the Adviser’s policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust from time to time such additional information and certifications in respect of the Adviser’s policies and procedures, compliance by the Adviser with federal securities laws Federal Securities Laws and related matters as the Trust’s compliance personnel may reasonably request. The Adviser agrees to promptly notify the Trust on behalf of the Funds Fund of any compliance violations that affect the Funds’ Fund’s assets;
(vi) the Adviser will provide the requisite certifications reasonably requested by the chief executive officer and chief financial officer of the Funds Trust necessary for those named officers to fulfill their reporting and certification obligations on Form N-CSR and Form N-Q CSR- as required under the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 2002, as well as any other filings as reasonably requested by the Trust’s officers, to the extent that such reporting and certifications relate to the Adviser’s duties and responsibilities under this Agreement; and;
(vii) the Adviser will immediately notify the Trust of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9 of the 1940 Act or otherwise. The Adviser will also immediately notify the Trust if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the FundsFund; and
(viii) the Adviser agrees to provide reasonable assistance with the liquidity classifications required under the Trust’s liquidity risk management program, as implemented, in accordance with Rule 22e-4 under the 1940 Act.
Appears in 1 contract
Representations and Warranties of the Adviser. The Adviser hereby represents and warrants to the Trust as follows:
(i) the Adviser is a corporation limited liability company duly organized and in good standing under the laws of the State Commonwealth of Delaware Massachusetts and is fully authorized to enter into this Agreement and carry out its duties and obligations hereunder;
(ii) the Adviser is registered as an investment adviser with the SEC under the Advisers Act, and shall maintain such registration in effect at all times during the term of this Agreement;
(iii) the Adviser will maintain, keep current and preserve on behalf of the Fund all books and records: (i) required pursuant to Rule 31a-1(b)(1), (2)(ii), (2)(iii), (3), (5) – (10), (12) and any records reasonably related thereto; or (ii) required in connection with such recordkeeping responsibilities as may be delegated by the Trust on behalf of the Funds Fund to the Adviser from time to time. The Adviser agrees that such records are the property of the FundsFund, and shall be surrendered to the Funds Fund promptly upon request. The Trust on behalf of the Funds Fund acknowledges that the Adviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation;
(iv) the Adviser shall maintain a written code of ethics (the “Code of Ethics”) complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the 1940 Act and shall provide the Trust on behalf of the Funds Fund with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Adviser acknowledges receipt of the written Code of Ethics adopted by and on behalf of the Trust on behalf of the FundsFund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Adviser shall certify to the Trust on behalf of the Funds Fund that the Adviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), and that no persons covered under its Code of Ethics have divulged or acted upon any material, non-public information, as such term is defined under relevant securities laws, and if a violation of the Code of Ethics of the Trust on behalf of the Funds Fund or a violation of the Code of Ethics of the Adviser has occurred, that appropriate action was taken in response to such violation. Annually, the Adviser shall furnish to the Trust Fund a written report that complies with the requirements of Rule 17j-1 concerning the Adviser’s Code of Ethics. The Adviser shall permit the Trust Fund to examine the reports required to be made by the Adviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph;
(v) the Adviser has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Adviser and its supervised persons, and, to the extent the activities of the Adviser in respect of the Funds Fund could affect the FundsFund, by the FundsFund, of “Federal Securities Laws” (as defined in Rule 38a-1 under the 1940 Act), and that the Adviser has provided the Trust Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the Trust on behalf of the FundsFund. The Adviser agrees to cooperate with periodic reviews by the TrustFund’s compliance personnel of the Adviser’s policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust Fund from time to time such additional information and certifications in respect of the Adviser’s policies and procedures, compliance by the Adviser with federal securities laws and related matters as the TrustFund’s compliance personnel may reasonably request. The Adviser agrees to promptly notify the Trust on behalf of the Funds Fund of any compliance violations that affect the Funds’ Fund’s assets;
(vi) the Adviser will provide the requisite certifications reasonably requested by the chief executive officer and chief financial officer of the Funds Fund necessary for those named officers to fulfill their reporting and certification obligations on Form N-CSR and Form N-Q as required under the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 to the extent that such reporting and certifications relate to the Adviser’s duties and responsibilities under this Agreement; and
(vii) the Adviser will immediately notify the Trust Fund of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9 of the 1940 Act or otherwise. The Adviser will also immediately (x) promptly notify the Trust Fund if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, related to the investments made by the Fund, and (y) immediately notify the Fund if it is served or otherwise receives notice of any other type of action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body involving the affairs of the FundsFund (including, without limitation, any shareholder-initiated action).
Appears in 1 contract
Representations and Warranties of the Adviser. The Adviser hereby represents and warrants to the Trust as follows:
(i) the Adviser is a corporation duly organized and in good standing under the laws of the State of Delaware Maryland and is fully authorized to enter into this Agreement and carry out its duties and obligations hereunder;
(ii) the Adviser is registered as an investment adviser with the SEC under the Advisers Act, and shall maintain such registration in effect at all times during the term of this Agreement;
(iii) the Adviser will maintain, keep current and preserve on behalf of the each Fund all books and records: (i) required pursuant to Rule 31a-1(b)(1), (2)(ii), (2)(iii), (3), (5) – (10), (12) and any records reasonably related thereto; or (ii) required in connection with such recordkeeping responsibilities as may be delegated by the Trust on behalf of the Funds each Fund to the Adviser from time to time. The Adviser agrees that such records are the property of the Fundseach Fund, and shall be surrendered to the Funds such Fund promptly upon request. The Trust on behalf of the Funds each Fund acknowledges that Adviser may retain copies of all records required to meet the record retention requirements imposed by law and regulationRules;
(iv) the Adviser shall maintain a written code of ethics (the “Code of Ethics”) complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the 1940 Act and shall provide the Trust on behalf of the Funds each Fund with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Adviser acknowledges receipt of the written Code of Ethics adopted by and on behalf of the Trust on behalf of the Fundseach Fund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Adviser shall certify to the Trust on behalf of the Funds each Fund that the Adviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), and that no persons covered under its Code of Ethics have divulged or acted upon any material, non-public information, as such term is defined under relevant securities laws, and if a violation of the Code of Ethics of the Trust on behalf of the Funds each Fund or a violation of the Code of Ethics of the Adviser has occurred, that appropriate action was taken in response to such violation. Annually, the Adviser shall furnish to the Trust a written report that complies with the requirements of Rule 17j-1 concerning the Adviser’s Code of Ethics. The Adviser shall permit the Trust to examine the reports required to be made by the Adviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph;
(v) the Adviser has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Adviser and its supervised persons, and, to the extent the activities of the Adviser in respect of the Funds a Fund could affect the Fundssuch Fund, by the Fundssuch Fund, of “Federal Securities Laws” (as defined in Rule 38a-1 under the 1940 Act), and that the Adviser has provided the Trust with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the Trust on behalf of the Fundseach Fund. The Adviser agrees to cooperate with periodic reviews by the Trust’s compliance personnel of the Adviser’s policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust from time to time such additional information and certifications in respect of the Adviser’s policies and procedures, compliance by the Adviser with federal securities laws Federal Securities Laws and related matters as the Trust’s compliance personnel may reasonably request. The Adviser agrees to promptly notify the Trust on behalf of the Funds a Fund of any compliance violations that affect the Funds’ such Fund’s assets;
(vi) the Adviser will provide the requisite certifications reasonably requested by the chief executive officer and chief financial officer of the Funds Trust necessary for those named officers to fulfill their reporting and certification obligations on Form N-CSR and Form N-Q CSR- as required under the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 2002, as well as any other filings as reasonably requested by the Trust’s officers, to the extent that such reporting and certifications relate to the Adviser’s duties and responsibilities under this Agreement; and;
(vii) the Adviser will immediately notify the Trust of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9 of the 1940 Act or otherwise. The Adviser will also immediately notify the Trust if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of a Fund; and
(viii) the FundsAdviser agrees to provide reasonable assistance with the liquidity classifications required under the Trust’s liquidity risk management program, as implemented, in accordance with Rule 22e-4 under the 1940 Act.
Appears in 1 contract
Representations and Warranties of the Adviser. The Adviser hereby represents and warrants to the Trust as follows:
(i) the Adviser is a corporation limited liability company duly organized organized, validly existing, and in good standing under the laws of the State of Delaware and is fully authorized to enter into this Agreement and carry out its duties and obligations hereunder;
(ii) the 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 and each Fund, 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 a commodity pool operator (“CPO”) with the U.S. Commodity Futures Trading Commission (the “CFTC”) and as an investment adviser with the SEC under the Advisers Act, and shall maintain such registration in effect at all times during the term of this Agreement;; and
(iii) the Adviser will maintain, keep current and preserve on behalf of the Fund all books and records: (i) required pursuant to Rule 31a-1(b)(1), (2)(ii), (2)(iii), (3), (5) – (10), (12) and any records reasonably related thereto; or (ii) required in connection with such recordkeeping responsibilities as may be delegated by the Trust on behalf of the Funds to the Adviser from time to time. The Adviser agrees that such records are the property of the Funds, and shall be surrendered to the Funds promptly upon request. The Trust on behalf of the Funds acknowledges that Adviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation;
(iv) the Adviser shall maintain has adopted a written code of ethics (the “Code of Ethics”) complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l 17j-1 under the 1940 Act and shall will provide the Trust on behalf of the Funds with a copy of the Code of Ethics and that code, together with evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Adviser acknowledges receipt Within 20 days of the written Code end of Ethics adopted by and on behalf of the Trust on behalf of the Funds. Each each calendar quarter while during which this Agreement is remains in effect, a duly authorized the chief compliance officer of the Adviser shall certify to the Trust on behalf of the Funds that the Adviser has complied with the requirements of Rules 204A-1 and 17j-l Rule 17j-1 (as amended from time to time) during the previous calendar quarter and that there has have been no material violation violations of its Code the Adviser’s code of Ethicsethics or, or of Rule 17j-1(b), and that no persons covered under its Code of Ethics have divulged or acted upon any material, non-public information, as if such term is defined under relevant securities laws, and if a violation of the Code of Ethics of the Trust on behalf of the Funds or a violation of the Code of Ethics of the Adviser has occurred, that appropriate action was has been taken in response to such violation. AnnuallyUpon written request of the Trust, the Adviser shall furnish to the Trust a written report that complies with the requirements permit representatives of Rule 17j-1 concerning the Adviser’s Code of Ethics. The Adviser shall permit the Trust to examine the reports (or summaries of the reports) required to be made by to the Adviser under Rules 204A-1(bby Rule 17j-1(c)(1) and 17j-l(d)(1) and this subparagraph;
(v) the Adviser has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Adviser and its supervised persons, and, to the extent the activities other records evidencing enforcement of the Adviser in respect code of the Funds could affect the Funds, by the Funds, of “Federal Securities Laws” (as defined in Rule 38a-1 under the 1940 Act), and that the Adviser has provided the Trust with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the Trust on behalf of the Funds. The Adviser agrees to cooperate with periodic reviews by the Trust’s compliance personnel of the Adviser’s policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust from time to time such additional information and certifications in respect of the Adviser’s policies and procedures, compliance by the Adviser with federal securities laws and related matters as the Trust’s compliance personnel may reasonably request. The Adviser agrees to promptly notify the Trust on behalf of the Funds of any compliance violations that affect the Funds’ assets;
(vi) the Adviser will provide the requisite certifications reasonably requested by the chief executive officer and chief financial officer of the Funds necessary for those named officers to fulfill their reporting and certification obligations on Form N-CSR and Form N-Q as required under the Xxxxxxxx-Xxxxx Act of 2002 to the extent that such reporting and certifications relate to the Adviser’s duties and responsibilities under this Agreement; and
(vii) the Adviser will immediately notify the Trust of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9 of the 1940 Act or otherwise. The Adviser will also immediately notify the Trust if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Fundsethics.
Appears in 1 contract
Samples: Investment Advisory Agreement (USCF Mutual Funds Trust)
Representations and Warranties of the Adviser. The Adviser hereby represents and warrants to the Trust as follows:
(i) the Adviser is a corporation limited partnership duly organized and in good standing under the laws of the State of Delaware and is fully authorized to enter into this Agreement and carry out its duties and obligations hereunder;
(ii) the Adviser is registered as an investment adviser with the SEC under the Advisers Act, and shall maintain such registration in effect at all times during the term of this Agreement;
(iii) the Adviser will maintain, keep current and preserve on behalf of the each Fund all books and records: (i) required pursuant to Rule 31a-1(b)(1), (2)(ii), (2)(iii), (3), (5) – (10), (12) and any records reasonably related thereto; or (ii) required in connection with such recordkeeping responsibilities as may be delegated by the Trust on behalf of the Funds each Fund to the Adviser from time to time. The Adviser agrees that such records are the property of the Fundseach Fund, and shall be surrendered to the Funds such Fund promptly upon request. The Trust on behalf of the Funds each Fund acknowledges that Adviser may retain copies of all records required to meet the record retention requirements imposed by law and regulationRules;
(iv) the Adviser shall maintain a written code of ethics (the “Code of Ethics”) complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the 1940 Act and shall provide the Trust on behalf of the Funds each Fund with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Adviser acknowledges receipt of the written Code of Ethics adopted by and on behalf of the Trust on behalf of the Fundseach Fund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Adviser shall certify to the Trust on behalf of the Funds each Fund that the Adviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), and that no persons covered under its Code of Ethics have divulged or acted upon any material, non-public information, as such term is defined under relevant securities laws, and if a violation of the Code of Ethics of the Trust on behalf of the Funds each Fund or a violation of the Code of Ethics of the Adviser has occurred, that appropriate action was taken in response to such violation. Annually, the Adviser shall furnish to the Trust a written report that complies with the requirements of Rule 17j-1 concerning the Adviser’s Code of Ethics. The Adviser shall permit the Trust to examine the reports required to be made by the Adviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph;
(v) the Adviser has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Adviser and its supervised persons, and, to the extent the activities of the Adviser in respect of the Funds a Fund could affect the Fundssuch Fund, violations by the Fundssuch Fund, of “Federal Securities Laws” (as defined in Rule 38a-1 under the 1940 Act), and that the Adviser has provided the Trust with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the Trust on behalf of the Fundseach Fund. The Adviser agrees to cooperate with periodic reviews by the Trust’s compliance personnel of the Adviser’s policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust from time to time such additional information and certifications in respect of the Adviser’s policies and procedures, compliance by the Adviser with federal securities laws Federal Securities Laws and related matters as the Trust’s compliance personnel may reasonably request. The Adviser agrees to promptly notify the Trust on behalf of the Funds a Fund of any compliance violations that affect the Funds’ such Fund’s assets;
(vi) the Adviser will provide the requisite certifications reasonably requested by the chief executive officer and chief financial officer of the Funds Trust necessary for those named officers to fulfill their reporting and certification obligations on Form N-CSR and Form N-Q as required under the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 2002, as well as any other filings as reasonably requested by the Trust’s officers, to the extent that such reporting and certifications relate to the Adviser’s duties and responsibilities under this Agreement; and
(vii) the Adviser will immediately notify the Trust of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9 of the 1940 Act or otherwise. The Adviser will also immediately notify the Trust if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Fundsa Fund.
Appears in 1 contract
Representations and Warranties of the Adviser. The Adviser hereby represents and warrants to the Trust as follows:
(i) the Adviser is a corporation duly organized and in good standing under the laws of the State of Delaware and is fully authorized to enter into this Agreement and carry out its duties and obligations hereunder;
(ii) the Adviser is registered as an investment adviser with the SEC under the Advisers Act, and shall maintain such registration in effect at all times during the term of this Agreement;
(iii) the Adviser will maintain, keep current and preserve on behalf of the Fund all books and records: (i) required pursuant to Rule 31a-1(b)(1), (2)(ii), (2)(iii), (3), (5) – (10), (12) and any records reasonably related thereto; or (ii) required in connection with such recordkeeping responsibilities as may be delegated by the Trust on behalf of the Funds to the Adviser from time to time. The Adviser agrees that such records are the property of the Funds, and shall be surrendered to the Funds promptly upon request. The Trust on behalf of the Funds acknowledges that Adviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation;
(iv) the Adviser shall maintain a written code of ethics (the “Code of Ethics”) complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the 1940 Act and shall provide the Trust on behalf of the Funds with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Adviser acknowledges receipt of the written Code of Ethics adopted by and on behalf of the Trust on behalf of the Funds. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Adviser shall certify to the Trust on behalf of the Funds that the Adviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), and that no persons covered under its Code of Ethics have divulged or acted upon any material, non-public information, as such term is defined under relevant securities laws, and if a violation of the Code of Ethics of the Trust on behalf of the Funds or a violation of the Code of Ethics of the Adviser has occurred, that appropriate action was taken in response to such violation. Annually, the Adviser shall furnish to the Trust a written report that complies with the requirements of Rule 17j-1 concerning the Adviser’s Code of Ethics. The Adviser shall permit the Trust to examine the reports required to be made by the Adviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph;
(v) the Adviser has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Adviser and its supervised persons, and, to the extent the activities of the Adviser in respect of the Funds could affect the Funds, by the Funds, of “Federal Securities Laws” (as defined in Rule 38a-1 under the 1940 Act), and that the Adviser has provided the Trust with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the Trust on behalf of the Funds. The Adviser agrees to cooperate with periodic reviews by the Trust’s compliance personnel of the Adviser’s policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust from time to time such additional information and certifications in respect of the Adviser’s policies and procedures, compliance by the Adviser with federal securities laws and related matters as the Trust’s compliance personnel may reasonably request. The Adviser agrees to promptly notify the Trust on behalf of the Funds of any compliance violations that affect the Funds’ assets;
(vi) the Adviser will provide the requisite certifications reasonably requested by the chief executive officer and chief financial officer of the Funds necessary for those named officers to fulfill their reporting and certification obligations on Form N-CSR and Form N-Q as required under the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 to the extent that such reporting and certifications relate to the Adviser’s duties and responsibilities under this Agreement; and
(vii) the Adviser will immediately notify the Trust of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9 of the 1940 Act or otherwise. The Adviser will also immediately notify the Trust if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Funds.
Appears in 1 contract
Representations and Warranties of the Adviser. The Adviser hereby represents and warrants to the Trust Fund as follows:
(i) the Adviser is a corporation limited liability company duly organized and in good standing under the laws of the State of Delaware and is fully authorized to enter into this Agreement and carry out its duties and obligations hereunder;
(ii) the Adviser is registered as an investment adviser with the SEC under the Advisers Act, and shall maintain such registration in effect at all times during the term of this Agreement;
(iii) the Adviser will maintain, keep current and preserve on behalf of the Fund all books and records: (i) required pursuant to Rule 31a-1(b)(1), (2)(ii), (2)(iii), (3), (5) – (10), (12) and any records reasonably related thereto; or (ii) required in connection with such recordkeeping responsibilities as may be delegated by the Trust on behalf of the Funds Fund to the Adviser from time to time. The Adviser agrees that such records are the property of the FundsFund, and shall be surrendered to the Funds such Fund promptly upon request. The Trust on behalf of the Funds Fund acknowledges that Adviser may retain copies of all records required to meet the record retention requirements imposed by law and regulationRules;
(iv) the Adviser shall maintain a written code of ethics (the “Code of Ethics”) complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the 1940 Act and shall provide the Trust on behalf of the Funds Fund with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Adviser acknowledges receipt of the written Code of Ethics adopted by and on behalf of the Trust on behalf of the Funds. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Adviser shall certify to the Trust on behalf of the Funds Fund that the Adviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), and that no persons covered under its Code of Ethics have divulged or acted upon any material, non-public information, as such term is defined under relevant securities laws, and if a violation of the Code of Ethics of the Trust on behalf of the Funds or a violation of the Code of Ethics of the Adviser has occurred, that appropriate action was taken in response to such violation. Annually, the Adviser shall furnish to the Trust Fund a written report that complies with the requirements of Rule 17j-1 concerning the Adviser’s Code of Ethics. The Adviser shall permit the Trust Fund to examine the reports required to be made by the Adviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph;
(v) the Adviser has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Adviser and its supervised persons, and, to the extent the activities of the Adviser in respect of the Funds a Fund could affect the Fundssuch Fund, by the Fundssuch Fund, of “Federal Securities Laws” (as defined in Rule 38a-1 under the 1940 Act), and that the Adviser has provided the Trust Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the Trust on behalf of the FundsFund. The Adviser agrees to cooperate with periodic reviews by the TrustFund’s compliance personnel of the Adviser’s policies and procedures, their operation and implementation and other compliance matters and to provide to the Trust Fund from time to time such additional information and certifications in respect of the Adviser’s policies and procedures, compliance by the Adviser with federal securities laws Federal Securities Laws and related matters as the TrustFund’s compliance personnel may reasonably request. The Adviser agrees to promptly notify the Trust on behalf of the Funds Fund of any compliance violations that affect the Funds’ Fund’s assets;
(vi) the Adviser will provide the requisite certifications reasonably requested by the chief executive officer and chief financial officer of the Funds Fund necessary for those named officers to fulfill their reporting and certification obligations on Form N-CSR and Form N-Q as required under the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 2002, as well as any other filings as reasonably requested by the Fund’s officers, to the extent that such reporting and certifications relate to the Adviser’s duties and responsibilities under this Agreement; and;
(vii) the Adviser will immediately notify the Trust Fund of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9 of the 1940 Act or otherwise. The Adviser will also immediately notify the Trust Fund if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of a Fund; and
(viii) if required by applicable law to do so, is or will be registered with the FundsCommodity Futures Trading Commission (“CFTC”) in all capacities in which the Adviser is required under the Commodity Exchange Act (“CEA”) and the CFTC’s regulations to be so registered and is registered with the National Futures Association (“NFA”).
Appears in 1 contract
Samples: Investment Advisory Agreement (Alpha Alternative Assets Fund)
