Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to the Fund and MassMutual that: (a) The Sub-Adviser has obtained all required governmental and regulatory licenses, registrations and approvals required by law as may be necessary to perform its obligations under this Sub-Advisory Agreement and to act as contemplated by the Trust Documents and the Disclosure Documents, including without limitation registration as an investment adviser under the Advisers Act, and will maintain and renew any required licenses, registrations, approvals and memberships during the term of this Sub-Advisory Agreement. (b) There is no pending, or to the best of its knowledge, threatened or contemplated action, suit or proceeding before or by any court, governmental, administrative or self-regulatory body or arbitration panel to which the Sub-Adviser or any of its principals or affiliates is a party, or to which any of the assets of the Sub-Adviser is subject, which reasonably might be expected to (i) result in any material adverse change in the Sub-Adviser’s condition (financial or otherwise), business or prospects, (ii) affect adversely in any material respect any of the Sub-Adviser’s assets, (iii) materially impair the Sub-Adviser’s ability to discharge its obligations under this Sub-Advisory Agreement, or (iv) result in a matter which would require an amendment to the Sub-Adviser’s Form ADV, Part II; and the Sub-Adviser has not received any notice of an investigation by the Commission or any state regarding U.S. federal or state securities laws, regulations or rules. (c) All references in the Disclosure Documents concerning the Sub-Adviser and its affiliates and the controlling persons, affiliates, stockholders, directors, officers and employees of any of the foregoing provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use in the Disclosure Documents, as well as all performance information provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use by MassMutual, are accurate in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make such information not misleading. (d) Subject to adequate assurances of confidentiality, the Sub-Adviser has supplied to, or made available for review by, MassMutual (and if requested by MassMutual to its designated auditor) all documents, statements, agreements and workpapers reasonably requested by it relating to accounts covered by the Sub-Adviser’s performance results and which are in the Sub-Adviser’s possession or to which it has access. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.
Appears in 67 contracts
Samples: Investment Sub Advisory Agreement (MML Series Investment Fund), Investment Sub Advisory Agreement (MML Series Investment Fund II), Investment Sub Advisory Agreement (MML Series Investment Fund II)
Representations and Warranties of the Sub-Adviser. The (a) Each Sub-Adviser hereby represents and warrants to the Fund and MassMutual that:
(a) The Sub-Adviser has obtained all required governmental and regulatory licenses, registrations and approvals required by law as may be necessary to perform its obligations under this Sub-Advisory Agreement and to act as contemplated by the Trust Documents and the Disclosure Documents, including without limitation registration that it is duly registered as an investment adviser under the Investment Advisers Act of 1940 (“Advisers Act”) and will continue to be so registered for so long as this Agreement remains in effect; is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; has met, and will maintain continue to meet for so long as this Agreement remains in effect, any applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement; has the authority to enter into and renew perform the services contemplated by this Agreement; and will immediately notify the Adviser of the occurrence of any required licenses, registrations, approvals and memberships during event that would disqualify the term of this Sub-Advisory Adviser from performing pursuant to this Agreement.
(b) There is no pendingEach Sub-Adviser represents that it has adopted and maintains a written code of ethics as required by Rule 17j-1 under the 1940 Act, or policies and procedures regarding the detection and prevention of the misuse of material, non-public information by each Sub-Adviser and its employees and policies and procedures that are reasonably designed to prevent a violation of the federal securities laws as defined in Rule 38a-1 under the 1940 Act, and each Sub-Adviser will provide such code of ethics and policies and procedures, including any amendments thereto, to the best Adviser.
(c) Each Sub-Adviser has provided the Adviser with a copy of its knowledgeForm ADV and agrees to provide to the Adviser any amendments thereto.
(d) Each Sub-Adviser represents that it has read and understands the Trust’s registration statement and warrants that it will use all reasonable efforts to adhere to the investment objective(s), threatened policies, strategies and restrictions contained therein when investing a Fund’s assets.
(e) The Adviser shall provide and each Sub-Adviser represents and warrants that it has reviewed any disclosure set forth in each Fund’s regulatory documents or contemplated action, suit or proceeding before or by any court, governmental, administrative or self-regulatory body or arbitration panel to which sales literature about the Sub-Adviser or any of its principals or affiliates is a party, or to which any management of the assets of the Sub-Adviser Fund and such disclosure is subject, which reasonably might be expected to (i) result in any material adverse change in the Sub-Adviser’s condition (financial or otherwise), business or prospects, (ii) affect adversely in any material respect any of the Sub-Adviser’s assets, (iii) materially impair the Sub-Adviser’s ability to discharge its obligations under this Sub-Advisory Agreement, or (iv) result in a matter which would require an amendment to the Sub-Adviser’s Form ADV, Part II; accurate and the Sub-Adviser has not received any notice of an investigation by the Commission or any state regarding U.S. federal or state securities laws, regulations or rules.
(c) All references in the Disclosure Documents concerning the Sub-Adviser and its affiliates and the controlling persons, affiliates, stockholders, directors, officers and employees of any of the foregoing provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use in the Disclosure Documents, as well as all performance information provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use by MassMutual, are accurate in all material respects and do does not contain any untrue statement of material fact or any omission of a material fact or omit to state a material fact necessary in order which is required to make such information the statement contained therein not misleading.
(d) Subject . Each Sub-Adviser agrees to adequate assurances of confidentiality, notify the Adviser and the Trust if any such disclosure as to the Sub-Adviser has supplied tobecomes untrue, inaccurate or made available for review byincomplete in any material respect or the Sub-Adviser undergoes any reorganization, MassMutual (and if requested by MassMutual including a change in its ownership or a change of portfolio managers to its designated auditor) all documents, statements, agreements and workpapers reasonably requested by it relating to accounts covered by a Fund who are employees of the Sub-Adviser’s performance results and which are in the Sub-Adviser’s possession or to which it has access. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.
Appears in 18 contracts
Samples: Investment Sub Advisory Agreement (Powershares Actively Managed Exchange-Traded Fund Trust), Investment Sub Advisory Agreement (Powershares Actively Managed Exchange-Traded Fund Trust), Investment Sub Advisory Agreement (PowerShares Exchange-Traded Fund Trust II)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to the Fund and MassMutual that:
(a) The Sub-Adviser has obtained all required governmental and regulatory licenses, registrations and approvals required by law as may be necessary to perform its obligations under this Sub-Advisory Agreement and to act as contemplated by the Trust Documents and the Disclosure Documents, including without limitation registration as an investment adviser under the Advisers Act, and will maintain and renew any required licenses, registrations, approvals and memberships during the term of this Sub-Advisory Agreement.
(b) There is no pending, or to the best of its knowledge, threatened or contemplated action, suit or proceeding before or by any court, governmental, administrative or self-regulatory body or arbitration panel to which the Sub-Adviser or any of its principals or affiliates is a party, or to which any of the assets of the Sub-Adviser is subject, which reasonably might be expected to (i) result in any material adverse change in the Sub-Adviser’s 's condition (financial or otherwise), business or prospects, (ii) affect adversely in any material respect any of the Sub-Adviser’s 's assets, (iii) materially impair the Sub-Adviser’s 's ability to discharge its obligations under this Sub-Advisory Agreement, or (iv) result in a matter which would require an amendment to the Sub-Adviser’s 's Form ADV, Part II; and the Sub-Adviser has not received any notice of an investigation by the Commission or any state regarding U.S. federal or state securities laws, regulations or rules.
(c) All references in the Disclosure Documents concerning the Sub-Adviser and its affiliates and the controlling persons, affiliates, stockholders, directors, officers and employees of any of the foregoing provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use in the Disclosure Documents, as well as all performance information provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use by MassMutual, are accurate in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make such information not misleading.
(d) Subject to adequate assurances of confidentiality, the Sub-Adviser has supplied to, or made available for review by, MassMutual (and if requested by MassMutual to its designated auditor) all documents, statements, agreements and workpapers reasonably requested by it relating to accounts covered by the Sub-Adviser’s 's performance results and which are in the Sub-Adviser’s 's possession or to which it has access. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.
Appears in 16 contracts
Samples: Investment Sub Advisory Agreement (DLB Fund Group), Investment Sub Advisory Agreement (DLB Fund Group), Investment Sub Advisory Agreement (DLB Fund Group)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to the Fund and MassMutual Babson Capital that:
(a) The Sub-Adviser has obtained all required governmental and regulatory licenses, registrations and approvals required by law as may be necessary to perform its obligations under this Sub-Advisory Agreement and to act as contemplated by the Trust Documents and the Disclosure Documents, including without limitation registration as an investment adviser under the Advisers Act, and will maintain and renew any required licenses, registrations, approvals and memberships during the term of this Sub-Advisory Agreement.
(b) There is no pending, or to the best of its knowledge, threatened or contemplated action, suit or proceeding before or by any court, governmental, administrative or self-regulatory body or arbitration panel to which the Sub-Adviser or any of its principals or affiliates is a party, or to which any of the assets of the Sub-Adviser is subject, which reasonably might be expected to (i) result in any material adverse change in the Sub-Adviser’s condition (financial or otherwise), business or prospects, (ii) affect adversely in any material respect any of the Sub-Adviser’s assets, (iii) materially impair the Sub-Adviser’s ability to discharge its obligations under this Sub-Advisory Agreement, or (iv) result in a matter which would require an amendment to the Sub-Adviser’s Form ADV, Part II; and the Sub-Adviser has not received any notice of an investigation by the Commission or any state regarding U.S. federal or state securities laws, regulations or rules.
(c) All references in the Disclosure Documents concerning the Sub-Adviser and its affiliates and the controlling persons, affiliates, stockholders, directors, officers and employees of any of the foregoing provided to MassMutual Babson Capital by the Sub-Adviser or approved by the Sub-Adviser for use in the Disclosure Documents, as well as all performance information provided to MassMutual Babson Capital by the Sub-Adviser or approved by the Sub-Adviser for use by MassMutualBabson Capital, are accurate in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make such information not misleading.
(d) Subject to adequate assurances of confidentiality, the Sub-Adviser has supplied to, or made available for review by, MassMutual Babson Capital (and if requested by MassMutual Babson Capital to its designated auditor) all documents, statements, agreements and workpapers reasonably requested by it relating to accounts covered by the Sub-Adviser’s performance results and which are in the Sub-Adviser’s possession or to which it has access. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.
Appears in 11 contracts
Samples: Investment Sub Advisory Agreement (MML Series Investment Fund II), Investment Sub Advisory Agreement (MML Series Investment Fund II), Investment Sub Advisory Agreement (MML Series Investment Fund II)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to the Fund and MassMutual that:
(a) The Sub-Adviser has obtained all required governmental and regulatory licenses, registrations and approvals required by law as may be necessary to perform its obligations under this Sub-Advisory Agreement and to act as contemplated by the Trust Documents and the Disclosure Documents, including without limitation registration as an investment adviser under the Advisers Act, and will maintain and renew any required licenses, registrations, approvals and memberships during the term of this Sub-Advisory Agreement.
(b) There is no pendingThe Sub-Adviser has been named as a defendant in civil litigation entitled In re OppenheimerFunds Fees Litigation, or 04 CV 7022 (S.D.N.Y. 2004) (the “Civil Litigation”). The Sub-Adviser hereby represents and warrants that, to the best of its knowledge, other than the Civil Litigation, there is no material litigation pending or threatened or contemplated action, suit or proceeding before or by any court, governmental, administrative or self-regulatory body or arbitration panel to which against the Sub-Adviser or any of its principals subsidiaries asserting any violation by them or affiliates is a party, or to which any of the assets Xxxxxxxxxxx Funds of the Investment Advisers Act or the Investment Company Act or the respective rules and regulations thereunder. The Sub-Adviser is subject, which reasonably might be expected hereby further represents and warrants that it has amended and will continue to (i) result in amend its Form ADV to include any material adverse change in the Sub-Adviser’s condition (financial litigation or otherwise), business or prospects, (ii) affect adversely in any material respect any of the Sub-Adviser’s assets, (iii) materially impair the Sub-Adviser’s ability regulatory proceedings that it is required to discharge its obligations under this Sub-Advisory Agreement, or (iv) result in a matter which would require an amendment to the Sub-Adviser’s Form ADV, Part II; and the Sub-Adviser has not received any notice of an investigation by the Commission or any state regarding U.S. federal or state securities laws, regulations or rulesdisclose.
(c) All references in the Disclosure Documents concerning the Sub-Adviser and its affiliates and the controlling persons, affiliates, stockholders, directors, officers and employees of any of the foregoing provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use in the Disclosure Documents, as well as all performance information provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use by MassMutual, are accurate in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make such information not misleading.
(d) Subject to adequate assurances of confidentiality, the Sub-Adviser has supplied to, or made available for review by, MassMutual (and if requested by MassMutual to its designated auditor) all documents, statements, agreements and workpapers reasonably requested by it relating to accounts covered by the Sub-Adviser’s performance results and which are in the Sub-Adviser’s possession or to which it has access. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.
Appears in 9 contracts
Samples: Investment Sub Advisory Agreement (Massmutual Premier Funds), Investment Sub Advisory Agreement (Massmutual Premier Funds), Investment Sub Advisory Agreement (Massmutual Premier Funds)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to the Fund and MassMutual that:
(a) The Sub-Adviser has obtained all required governmental and regulatory licenses, registrations and approvals required by law as may be necessary to perform its obligations under this Sub-Advisory Agreement and to act as contemplated by the Trust Documents and the Disclosure Documents, including without limitation registration as an investment adviser under the Advisers Act, and will maintain and renew any required licenses, registrations, approvals and memberships during the term of this Sub-Advisory Agreement.
(b) There is no pending, or to the best of its knowledge, threatened or contemplated action, suit or proceeding before or by any court, governmental, administrative or self-regulatory body or arbitration panel to which the Sub-Adviser or any of its principals or affiliates is a party, or to which any of the assets of the Sub-Adviser is subject, which reasonably might be expected to (i) result in any material adverse change in the Sub-Adviser’s condition (financial or otherwise), business or prospects, (ii) affect adversely in any material respect any of the Sub-Adviser’s assets, (iii) materially impair the Sub-Adviser’s ability to discharge its obligations under this Sub-Advisory Agreement, or (iv) result in a matter which would require an amendment to the Sub-Adviser’s Form ADV, Part II; and the Sub-Adviser has not received any notice of an investigation by the Securities and Exchange Commission or any state regarding U.S. federal or state securities laws, regulations or rules.
(c) All references in the Disclosure Documents concerning the Sub-Adviser and its affiliates and the controlling persons, affiliates, stockholders, directors, officers and employees of any of the foregoing provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use in the Disclosure Documents, as well as all performance information provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use by MassMutual, are accurate in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make such information not misleading.
(d) Subject to adequate assurances of confidentiality, the Sub-Adviser has supplied to, or made available for review by, MassMutual (and if requested by MassMutual to its designated auditor) all documents, statements, agreements and workpapers reasonably requested by it relating to accounts covered by the Sub-Adviser’s performance results and which are in the Sub-Adviser’s possession or to which it has access. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.
Appears in 9 contracts
Samples: Investment Sub Advisory Agreement (Massmutual Institutional Funds), Investment Sub Advisory Agreement (Massmutual Institutional Funds), Investment Sub Advisory Agreement (Massmutual Institutional Funds)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to the Fund and MassMutual that:
(a) The Sub-Adviser has obtained all required governmental and regulatory licenses, registrations and approvals required by law as may be necessary to perform its obligations under this Sub-Advisory Agreement and to act as contemplated by the Trust Documents and the Disclosure Documents, including without limitation registration as an investment adviser under the Advisers Act, and will maintain and renew any required licenses, registrations, approvals and memberships during the term of this Sub-Advisory Agreement.
(b) There is no pending, or to the best of its knowledge, threatened or contemplated action, suit or proceeding before or by any court, governmental, administrative or self-regulatory body or arbitration panel to which the Sub-Adviser or any of its principals or affiliates is a party, or to which any of the assets of the Sub-Adviser is subject, which reasonably might be expected to (i) result in any material adverse change in the Sub-Adviser’s condition (financial or otherwise), business or prospects, (ii) affect adversely in any material respect any of the Sub-Adviser’s assets, (iii) materially impair the Sub-Adviser’s ability to discharge its obligations under this Sub-Advisory Agreement, or (iv) result in a matter which would require an amendment to the Sub-Adviser’s Form ADV, Part II; and the Sub-Adviser has not received any notice of an investigation by the Commission or any state regarding U.S. federal or state securities laws, regulations or rules.
(c) All references in the Disclosure Documents concerning the Sub-Adviser and its affiliates and the controlling persons, affiliates, stockholders, directors, officers and employees of any of the foregoing provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use in the Disclosure Documents, as well as all performance information not relating to the Fund provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use by MassMutual, are accurate in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make such information not misleading.
(d) Subject to adequate assurances of confidentiality, the Sub-Adviser has supplied to, or made available for review by, MassMutual (and if requested by MassMutual to its designated auditor) all documents, statements, agreements and workpapers reasonably requested by it relating to accounts covered by the Sub-Adviser’s performance results and which are in the Sub-Adviser’s possession or to which it has access. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.
Appears in 7 contracts
Samples: Investment Sub Advisory Agreement (Massmutual Select Funds), Investment Sub Advisory Agreement (MML Series Investment Fund), Investment Sub Advisory Agreement (MML Series Investment Fund)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to the Fund and MassMutual that:
(a) The Sub-Adviser has obtained all required governmental and regulatory licenses, registrations and approvals required by law as may be necessary to perform its obligations under this Sub-Advisory Agreement and to act as contemplated by the Trust Documents and the Disclosure Documents, including without limitation registration as an investment adviser under the Advisers Act, and will maintain and renew any required licenses, registrations, approvals and memberships during the term of this Sub-Advisory Agreement.
(b) There is no pending, or to the best of its knowledge, threatened or contemplated action, suit or proceeding before or by any court, governmental, administrative or self-regulatory body or arbitration panel to which the Sub-Adviser or any of its principals or affiliates is a party, or to which any of the assets of the Sub-Adviser is subject, which reasonably might be expected to (i) result in any material adverse change in the Sub-Adviser’s condition (financial or otherwise), business or prospects, (ii) affect adversely in any material respect any of the Sub-Adviser’s assets, (iii) materially impair the Sub-Adviser’s ability to discharge its obligations under this Sub-Advisory Agreement, or (iv) result in a matter which would require an amendment to the Sub-Adviser’s Form ADV, Part II; and and, except as otherwise disclosed, the Sub-Adviser has not received any notice of an investigation by the Commission or any state regarding U.S. federal or state securities laws, regulations or rules.
(c) All references in the Disclosure Documents concerning the Sub-Adviser and its affiliates and the controlling persons, affiliates, stockholders, directors, officers and employees of any of the foregoing provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use in the Disclosure Documents, as well as all performance information provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use by MassMutual, are accurate in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make such information not misleading.
(d) Subject to adequate assurances of confidentiality, the Sub-Adviser has supplied to, or made available for review by, MassMutual (and if requested by MassMutual to its designated auditor) all documents, statements, agreements and workpapers reasonably requested by it relating to accounts covered by the Sub-Adviser’s performance results and which are in the Sub-Adviser’s possession or to which it has access. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.
Appears in 7 contracts
Samples: Investment Sub Advisory Agreement (Massmutual Select Funds), Investment Sub Advisory Agreement (Massmutual Institutional Funds), Investment Sub Advisory Agreement (Massmutual Select Funds)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to the Fund and MassMutual that:
(a) The Sub-Adviser has obtained all required governmental and regulatory licenses, registrations and approvals required by law as may be necessary to perform its obligations under this Sub-Advisory Agreement and to act as contemplated by the Trust Documents and the Disclosure Documents, including without limitation registration as an investment adviser under the Advisers Act, and will maintain and renew any required licenses, registrations, approvals and memberships during the term of this Sub-Advisory Agreement.
(b) There is no pending, or to the best of its knowledge, threatened or contemplated action, suit or proceeding before or by any court, governmental, administrative or self-regulatory body or arbitration panel to which the Sub-Adviser or any of its principals or affiliates is a party, or to which any of the assets of the Sub-Adviser is subject, which reasonably might be expected to (i) result in any material adverse change in the Sub-Adviser’s condition (financial or otherwise), business or prospects, (ii) affect adversely in any material respect any of the Sub-Adviser’s assets, (iii) materially impair the Sub-Adviser’s ability to discharge its obligations under this Sub-Advisory Agreement, or (iv) result in a matter which would require an amendment to the Sub-Adviser’s Form ADV, Part II; and the Sub-Adviser has not received any notice of an investigation by the Commission or any state regarding U.S. federal or state securities laws, regulations or rules.
(c) All references in the Disclosure Documents concerning the Sub-Adviser and its affiliates and the controlling persons, affiliates, stockholders, directors, officers and employees of any of the foregoing provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use in the Disclosure Documents, as well as all performance information provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use by MassMutual, are accurate in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make such information not misleading.
(d) Subject to adequate assurances of confidentiality, the Sub-Adviser has supplied to, or made available for review by, MassMutual (and if requested by MassMutual to its designated auditor) all documents, statements, agreements and workpapers reasonably requested by it relating to accounts covered by the Sub-Adviser’s performance results and information which are is in the Sub-Adviser’s possession possession, or to which it has access, relating to other accounts that are advised by the Sub-Adviser and that have investment objectives and policies similar to those of the Fund. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.
Appears in 6 contracts
Samples: Investment Sub Advisory Agreement (MML Series Investment Fund), Investment Sub Advisory Agreement (MML Series Investment Fund), Investment Sub Advisory Agreement (Massmutual Institutional Funds)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents represents, warrants, and warrants covenants to the Fund Adviser and MassMutual thatthe Trust as follows:
(a) 3.1. The Sub-Adviser has obtained all required governmental requisite power and regulatory licenses, registrations authority to enter into and approvals required by law as may be necessary to perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement;
3.2. The Sub-Advisory Agreement and to act as contemplated by the Trust Documents and the Disclosure Documents, including without limitation registration Adviser is registered as an investment adviser under the Advisers ActAct and has provided its current Form ADV, including the firm brochure and applicable brochure supplements to the Adviser. The Sub-Adviser shall promptly furnish to the Sub-Adviser copies of all material amendments or supplements to the foregoing documents;
3.3. The Sub-Adviser will maintain and renew any required licenseseach such registration, registrations, approvals and memberships license or membership in effect at all times during the term of this Agreement and will obtain and maintain such additional governmental, self-regulatory, exchange or other licenses, approvals and/or memberships and file and maintain effective such other registrations as may be required to enable the Sub-Advisory Adviser to perform its obligations under this Agreement.;
3.4. The Sub-Adviser maintains errors and omissions insurance coverage in an appropriate amount and shall provide prior written notice to the Adviser and the Trust (bi) There is no pendingof any material changes in its insurance policies or insurance coverage or (ii) if any material claims will be made on its insurance policies. Furthermore, the Sub-Adviser shall upon reasonable request provide the Adviser and the Trust with any information it may reasonably require concerning the amount of or scope of such insurance;
3.5. None of the Sub-Adviser, its affiliates, or to the best any officer, director or employee of its knowledge, threatened or contemplated action, suit or proceeding before or by any court, governmental, administrative or self-regulatory body or arbitration panel to which the Sub-Adviser or any of its principals or affiliates is a party, or subject to which any event set forth in Section 9 of the assets of 1940 Act that would disqualify the Sub-Adviser is subject, which reasonably might be expected from acting as an investment adviser to (i) result in any material adverse change in an investment company under the 1940 Act. The Sub-Adviser will promptly notify the Adviser and the Trust upon the Sub-Adviser’s condition (financial discovery of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise);
3.6. The Sub-Adviser has adopted, business or prospectsimplemented and will maintain written policies and procedures, as required by Rule 206(4)‑7 under the Advisers Act, which are reasonably designed to prevent violations of the Advisers Act by the Sub-Adviser, its employees, officers, and agents;
3.7. The Sub-Adviser has adopted and implemented and will maintain written policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (iias such term is defined in Rule 38a-1 under the 1940 Act) affect adversely by the Funds and the Sub-Adviser (the policies and procedures referred to in any material respect any of this Section 3.7, along with the policies and procedures referred to in Section 3.6, are referred to herein as the Sub-Adviser’s assets“Compliance Program”);
3.8. Upon reasonable notice to and reasonable request, (iii) materially impair the Sub-Adviser’s ability to discharge its obligations under this Sub-Advisory Agreement, or (iv) result in a matter which would require an amendment to the Sub-Adviser’s Form ADV, Part II; and the Sub-Adviser has shall provide the Adviser and the Trust with access to the records relating to the Compliance Program as they relate to the Funds. The Sub-Adviser will also provide, at the reasonable request of the Adviser or the Trust, periodic certifications, in a form reasonably acceptable to the Adviser or the Trust, attesting to such written policies and procedures;
3.9. The Sub-Adviser shall implement and maintain a business continuity plan and policies and procedures reasonably designed to prevent, detect and respond to cybersecurity threats and to implement such internal controls and other safeguards as the Sub-Adviser reasonably believes are necessary to protect each Fund’s confidential information and the nonpublic personal information of Fund shareholders. The Sub-Adviser shall promptly notify the Adviser and the Trust of any material violations or breaches of such policies and procedures;
3.10. The Sub-Adviser will not received engage in any notice futures transactions, options on futures transactions or transactions in other commodity interests on behalf of an investigation by the Commission or any state regarding U.S. federal or state securities laws, regulations or rules.
(c) All references in the Disclosure Documents concerning a Fund prior to both the Sub-Adviser and its affiliates and the controlling persons, affiliates, stockholders, directors, officers and employees Adviser becoming registered or filing a notice of any exemption on behalf of the foregoing provided to MassMutual by Fund with the Sub-Adviser or approved by National Futures Association; and
3.11. Upon the Sub-Adviser for use in the Disclosure Documents, as well as all performance information provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use by MassMutual, are accurate in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make such information not misleading.
(d) Subject to adequate assurances of confidentialityAdviser’s request, the Sub-Adviser has supplied toagrees to provide reasonable assistance with the liquidity classifications required under each Fund’s liquidity risk management program in accordance with Rule 22e‑4 under the 1940 Act.
3.12. The Sub-Adviser will notify the Adviser and the Trust of any assignment (as defined in the 1940 Act) of this Agreement prior to such assignment. Notwithstanding any other provision hereunder, or made available for review by, MassMutual (and if requested by MassMutual to its designated auditor) all documents, statements, agreements and workpapers reasonably requested by it relating to accounts covered by the Sub-Adviser’s performance results Adviser hereby agrees to bear any and which are in all expenses of the Trust, including but not limited to any costs and expenses (including reasonable attorneys’ fees) related to any regulatory filings, shareholder notifications and solicitation of shareholder approval, if any, arising out of or related to any such assignment of this Agreement.
3.13. The Sub-Adviser’s possession or to which Adviser acknowledges and agrees that it has access. The foregoing representations not received legal or regulatory advice from the Fund, the Adviser or any of their respective employees or representatives, and warranties shall be continuing during the term of this Sub-Advisory Agreementis not entitled to rely on any statements or omissions by such employees or representatives regarding applicable law or regulation in satisfying its obligations hereunder, including its obligation to comply with all applicable laws and regulations.
Appears in 6 contracts
Samples: Investment Sub Advisory Agreement (EA Series Trust), Investment Sub Advisory Agreement (EA Series Trust), Investment Sub Advisory Agreement (EA Series Trust)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to the Fund and MassMutual that:
(a) The Sub-Adviser has obtained all required governmental and regulatory licenses, registrations and approvals required by law as may be necessary to perform its obligations under this Sub-Advisory Agreement and to act as contemplated by the Trust Documents and the Disclosure Documents, including without limitation registration as an investment adviser under the Advisers Act, and will maintain and renew any required licenses, registrations, approvals and memberships during the term of this Sub-Advisory Agreement.
(b) There is no pendingThe Sub-Adviser hereby represents and warrants that, or to the best of its knowledge, there is no material litigation pending or threatened or contemplated action, suit or proceeding before or by any court, governmental, administrative or self-regulatory body or arbitration panel to which against the Sub-Adviser or any of its principals subsidiaries asserting any violation by them or affiliates is a party, or to which any of the assets of investment company sub-advised by the Sub-Adviser is subject, which reasonably might be expected to (i) result in any material adverse change in the Sub-Adviser’s condition (financial or otherwise), business or prospects, (ii) affect adversely in any material respect any of the Sub-Adviser’s assets, (iii) materially impair Investment Advisers Act or the Sub-Adviser’s ability to discharge its obligations under this Sub-Advisory Agreement, Investment Company Act or (iv) result in a matter which would require an amendment to the Sub-Adviser’s Form ADV, Part II; respective rules and the regulations thereunder. The Sub-Adviser hereby further represents and warrants that it has not received amended and will continue to amend its Form ADV to include any notice of an investigation by the Commission material litigation or any state regarding U.S. federal or state securities laws, regulations or rulesregulatory proceedings that it is required to disclose.
(c) All references in the Disclosure Documents concerning the Sub-Adviser and its affiliates and the controlling persons, affiliates, stockholders, directors, officers and employees of any of the foregoing provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use in the Disclosure Documents, as well as all performance information provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use by MassMutual, are accurate in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make such information not misleading.
(d) Subject to adequate assurances of confidentiality, the Sub-Adviser has supplied to, or made available for review by, MassMutual (and if requested by MassMutual to its designated auditor) all documents, statements, agreements and workpapers reasonably requested by it relating to accounts covered by the Sub-Adviser’s performance results and which are in the Sub-Adviser’s possession or to which it has access. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.
Appears in 5 contracts
Samples: Investment Sub Advisory Agreement (Massmutual Premier Funds), Investment Sub Advisory Agreement (Massmutual Premier Funds), Investment Sub Advisory Agreement (Massmutual Premier Funds)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to the Fund and MassMutual that:
(a) The Sub-Adviser has obtained all required governmental and regulatory licenses, registrations and approvals required by law as may be necessary to perform its obligations under this Sub-Advisory Agreement and to act as contemplated by the Trust Documents and the Disclosure Documents, including without limitation registration as an investment adviser under the Advisers Act, and will maintain and renew any required licenses, registrations, approvals and memberships during the term of this Sub-Advisory Agreement.
(b) There is no pending, or to the best of its knowledge, threatened or contemplated action, suit or proceeding before or by any court, governmental, administrative or self-regulatory body or arbitration panel to which the Sub-Adviser or any of its principals or affiliates is a party, or to which any of the assets of the Sub-Adviser is subject, which reasonably might be expected to (i) result in any material adverse change in the Sub-Adviser’s condition (financial or otherwise), business or prospects, (ii) affect adversely in any material respect any of the Sub-Adviser’s assets, (iii) materially impair the Sub-Adviser’s ability to discharge its obligations under this Sub-Advisory Agreement, or (iv) result in a matter which would require an amendment to the Sub-Adviser’s Form ADV, Part II; and the Sub-Adviser has not received any notice of an investigation by the Commission or any state regarding U.S. federal or state securities laws, regulations or rules.
(c) All references in the Disclosure Documents concerning the Sub-Adviser and its affiliates and the controlling persons, affiliates, stockholders, directors, officers and employees of any of the foregoing provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use in the Disclosure Documents, as well as all performance information provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use by MassMutual, are accurate in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make such information not misleading.
(d) Subject to adequate assurances of confidentiality, the Sub-Adviser has supplied to, or made available for review by, MassMutual (and if requested by MassMutual to its designated auditor) all documents, statements, agreements and workpapers reasonably requested by it relating to accounts covered by the Sub-Adviser’s performance results and which are in the Sub-Adviser’s possession or to which it has access. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.
Appears in 5 contracts
Samples: Investment Sub Advisory Agreement (Massmutual Premier Funds), Investment Sub Advisory Agreement (Massmutual Premier Funds), Investment Sub Advisory Agreement (Massmutual Premier Funds)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to the Fund and MassMutual that:
(a) The Sub-Adviser has obtained all required governmental and regulatory licenses, registrations and approvals required by law as may be necessary to perform its obligations under this Sub-Advisory Agreement and to act as contemplated by the Trust Documents and the Disclosure Documents, including without limitation registration as an investment adviser under the Advisers Act, as applicable, and will maintain and maintain, obtain and/or renew any required licenses, registrations, approvals and memberships during the term of this Sub-Advisory Agreement.
(b) There Except as described in Section 6(c), there is no pending, or to the best of its knowledge, threatened or contemplated action, suit or proceeding before or by any court, governmental, administrative or self-regulatory body or arbitration panel to which the Sub-Adviser or any of its principals or affiliates is a party, or to which any of the assets of the Sub-Adviser is subject, which reasonably might be expected to (i) result in any material adverse change in the Sub-Adviser’s condition (financial or otherwise), business or prospects, (ii) affect adversely in any material respect any of the Sub-Adviser’s assets, assets or (iii) materially impair the Sub-Adviser’s ability to discharge its obligations under this Sub-Advisory Agreement, or (iv) result in a matter which would require an amendment to the Sub-Adviser’s Form ADV, Part II; and the Sub-Adviser has not received any notice of an investigation by the Securities and Exchange Commission or any state regarding U.S. federal or state securities laws, regulations or rules.
(c) As a result of Sub-Adviser’s March 11, 1999 guilty plea, Sub-Adviser would not be able to provide sub-advisory services to the Fund. The Securities and Exchange Commission (“SEC”) has granted a temporary order to permit Sub-Adviser and its affiliates to continue to provide investment advisory services to registered investment companies, and this temporary order would allow Sub-Adviser to provide the services to the Fund hereunder. However, there is no assurance that the SEC will grant a permanent order and the failure by Sub-Adviser to receive such permanent order could result in Sub-Adviser not being able to provide the services contemplated hereunder.
(d) All references in the Disclosure Documents concerning the Sub-Adviser and its affiliates and the controlling persons, affiliates, stockholders, directors, officers and employees of any of the foregoing provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use in the Disclosure Documents, as well as all performance information provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use by MassMutual, are accurate in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make such information not misleading.
(de) Subject to adequate assurances of confidentiality, the Sub-Adviser has supplied or will supply to, or has made or will make available for review by, MassMutual (and if requested by MassMutual to its designated auditor) all documents, statements, agreements statements and workpapers reasonably requested by it relating to accounts covered by the Fund and the Sub-Adviser’s performance results and which are in results. Notwithstanding the foregoing or any other provision herein, no provision of this Sub-Advisory Agreement shall require Sub-Adviser to breach the terms of any agreement or agreements with its other clients regarding confidentiality. Upon Sub-Adviser’s possession or provision to which it has accessMassMutual of reasonable evidence that provision of the information identified under this Section would breach such confidentiality provisions, MassMutual shall not require Sub-Adviser to produce such information. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.
Appears in 5 contracts
Samples: Investment Sub Advisory Agreement (Massmutual Institutional Funds), Investment Sub Advisory Agreement (Massmutual Institutional Funds), Investment Sub Advisory Agreement (MML Series Investment Fund)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to the Fund and MassMutual that:
(a) The Sub-Adviser has obtained all required governmental and regulatory licenses, registrations and approvals required by law as may be necessary to perform its obligations under this Sub-Advisory Agreement and to act as contemplated by the Trust Documents and the Disclosure Documents, including without limitation registration as an investment adviser under the Advisers Act, and will maintain and renew any required licenses, registrations, approvals and memberships during the term of this Sub-Advisory Agreement.
(b) There is no final, pending, or to the best of its knowledge, threatened or contemplated action, suit or proceeding before or by any court, governmental, administrative or self-regulatory body or arbitration panel to which the Sub-Adviser or any of its principals or affiliates parent is a partysubject, or to which any of the assets of the Sub-Adviser is subject, which reasonably might be expected to (i) result in any material adverse change in the Sub-Adviser’s condition (financial or otherwise), business or prospects, (ii) affect adversely in any material respect any of the Sub-Adviser’s assets, (iii) materially impair the Sub-Adviser’s ability to discharge its obligations under this Sub-Advisory Agreement, or (iv) result in a matter which would require an amendment to the Sub-Adviser’s Form ADV, Part II; and the . The Sub-Adviser has not received will inform MassMutual of any notice such events during the term of an investigation by the Commission or this Sub-Advisory Agreement and will provide MassMutual with its Form ADV and will promptly provide MassMutual with any state regarding U.S. federal or state securities laws, regulations or rulesamendments to its Form ADV.
(c) All references in the Disclosure Documents concerning the Sub-Adviser and its affiliates and the controlling persons, affiliates, stockholders, directors, officers and employees of any of the foregoing as provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use in the Disclosure Documents, as well as all performance information provided to MassMutual in writing by the Sub-Adviser or approved by the Sub-Adviser for use by MassMutualAdviser, are accurate in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make such information not misleading.
(d) Subject to adequate assurances of confidentiality, the Sub-Adviser has supplied to, or made available for review by, MassMutual (and if requested by MassMutual to its designated auditor) all documents, statements, agreements and workpapers reasonably requested by it relating to accounts covered by the Sub-Adviser’s performance results and which are in the Sub-Adviser’s possession or to which it has access. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.
Appears in 4 contracts
Samples: Investment Sub Advisory Agreement (Massmutual Institutional Funds), Investment Sub Advisory Agreement (Massmutual Select Funds), Investment Sub Advisory Agreement (Massmutual Institutional Funds)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to the Fund and MassMutual that:
(a) The Sub-Adviser has obtained all required governmental and regulatory licenses, registrations and approvals required by law as may be necessary to perform its obligations under this Sub-Advisory Agreement and to act as contemplated by the Trust Documents and the Disclosure Documents, including without limitation registration as an investment adviser under the Advisers Act, and will maintain and renew any required licenses, registrations, approvals and memberships during the term of this Sub-Advisory Agreement.
(b) There is no pending, or to the best of its knowledge, threatened or contemplated action, suit or proceeding before or by any court, governmental, administrative or self-regulatory body or arbitration panel to which the Sub-Adviser or any of its principals or affiliates is a party, or to which any of the assets of the Sub-Adviser is subject, which reasonably might be expected to (i) result in any material adverse change in the Sub-Adviser’s condition (financial or otherwise), business or prospects, (ii) affect adversely in any material respect any of the Sub-Adviser’s assets, (iii) materially impair the Sub-Adviser’s ability to discharge its obligations under this Sub-Advisory Agreement, or (iv) result in a matter which would require an amendment to the Sub-Adviser’s Form ADV, Part II; and the Sub-Adviser has not received any notice of an investigation by the Commission or any state regarding U.S. federal or state securities laws, regulations or rules.
(c) All references in the Disclosure Documents concerning the Sub-Adviser and its affiliates and the controlling persons, affiliates, stockholders, directors, officers and employees of any of the foregoing provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use in the Disclosure Documents, as well as all performance information provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use by MassMutual, are accurate in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make such information not misleading.
(d) Subject to adequate assurances of confidentiality, the Sub-Adviser has supplied to, or made available for review by, MassMutual (and if requested by MassMutual to its designated auditor) all documents, statements, agreements and workpapers reasonably requested by it relating to accounts covered by the Sub-Adviser’s performance results and which are in the Sub-Adviser’s possession or to which it has accessaccess and which relate to Sub-Adviser’s performance of its duties hereunder. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.
Appears in 4 contracts
Samples: Investment Sub Advisory Agreement (Massmutual Select Funds), Investment Sub Advisory Agreement (Massmutual Select Funds), Investment Sub Advisory Agreement (Massmutual Select Funds)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to the Fund and MassMutual that:
(a) The Sub-Adviser has obtained all required governmental and regulatory licenses, registrations and approvals required by law as may be necessary to perform its obligations under this Sub-Advisory Agreement and to act as contemplated by the Trust Documents and the Disclosure Documents, including without limitation registration as an investment adviser under the Advisers Act, and will maintain and renew any required licenses, registrations, approvals and memberships during the term of this Sub-Advisory Agreement.
(b) There is no pending, or to the best of its knowledge, threatened or contemplated action, suit or proceeding before or by any court, governmental, administrative or self-regulatory body or arbitration panel to which the Sub-Adviser or any of its principals or affiliates is a party, or to which any of the assets of the Sub-Adviser is subject, which reasonably might be expected to (i) result in any material adverse change in the Sub-Adviser’s 's condition (financial or otherwise), business or prospects, (ii) affect adversely in any material respect any of the Sub-Adviser’s assets, (iii) materially impair the Sub-Adviser’s 's ability to discharge its obligations under this Sub-Advisory Agreement, or (iv) result in a matter which would require an amendment to the Sub-Adviser’s 's Form ADV, Part II; and the Sub-Adviser has not received any notice of an investigation by the Commission or any state regarding U.S. federal or state securities laws, regulations or rules.
(c) All references in the Disclosure Documents concerning the Sub-Adviser and its affiliates and the controlling persons, affiliates, stockholders, directors, officers and employees of any of the foregoing provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use in the Disclosure Documents, as well as all performance information provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use by MassMutual, are accurate in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make such information not misleading.
(d) Subject to adequate assurances of confidentiality, the Sub-Adviser has supplied to, or made available for review by, MassMutual (and if requested by MassMutual to its designated auditor) all documents, statements, agreements and workpapers reasonably requested by it relating to accounts covered by the Sub-Adviser’s performance results and which are in the Sub-Adviser’s possession or to which it has access. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.
Appears in 4 contracts
Samples: Investment Sub Advisory Agreement (Massmutual Institutional Funds), Investment Sub Advisory Agreement (Massmutual Institutional Funds), Investment Sub Advisory Agreement (Massmutual Institutional Funds)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to the Fund and MassMutual that:
(a) The Sub-Adviser has obtained all required governmental and regulatory licenses, registrations and approvals required by law as may be necessary to perform its obligations under this Sub-Advisory Agreement and to act as contemplated by the Trust Documents and the Disclosure Documents, including without limitation registration as an investment adviser under the Advisers Act, and will maintain and renew any required licenses, registrations, approvals and memberships during the term of this Sub-Advisory Agreement.
(b) There is no pending, or to the best of its knowledge, threatened or contemplated action, suit or proceeding before or by any court, governmental, administrative or self-regulatory body or arbitration panel to which the Sub-Adviser or any of its principals or affiliates is a party, or to which any of the assets of the Sub-Adviser is subject, which reasonably might be expected to (i) result in any material adverse change in the Sub-Adviser’s condition (financial or otherwise), business or prospects, (ii) affect adversely in any material respect any of the Sub-Adviser’s assets, or (iii) materially impair the Sub-Adviser’s ability to discharge its obligations under this Sub-Advisory Agreement, or (iv) result in a matter which would require an amendment to the Sub-Adviser’s Form ADV, Part II; and the Sub-Adviser has not received any notice of an investigation by the Securities and Exchange Commission or any state regarding U.S. federal or state securities laws, regulations or rulesrules other than routine examinations of the books and records of the Sub-Adviser.
(c) All references in the Disclosure Documents concerning the Sub-Adviser and its affiliates and the controlling persons, affiliates, stockholders, directors, officers and employees of any of the foregoing provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use in the Disclosure Documents, as well as all performance information provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use by MassMutual, are accurate in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make such information not misleading.
(d) Subject to adequate assurances of confidentiality, the Sub-Adviser has supplied to, or made available for review by, MassMutual (and if requested by MassMutual to its designated auditor) all documents, statements, agreements and workpapers reasonably requested by it relating to accounts covered by the Sub-Adviser’s performance results and which are in the Sub-Adviser’s possession or to which it has access. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.
Appears in 4 contracts
Samples: Investment Sub Advisory Agreement (MML Series Investment Fund), Investment Sub Advisory Agreement (Massmutual Institutional Funds), Investment Sub Advisory Agreement (Massmutual Institutional Funds)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to the Fund and MassMutual that:
(a) The Sub-Adviser has obtained all required governmental and regulatory licenses, registrations and approvals required by law as may be necessary to perform its obligations under this Sub-Advisory Agreement and to act as contemplated by the Trust Documents and the Disclosure Documents, including without limitation registration as an investment adviser under the Advisers Act, and will maintain and renew any required licenses, registrations, approvals and memberships during the term of this Sub-Advisory Agreement.
(b) There is no pending, or to the best of its knowledge, threatened or contemplated action, suit or proceeding before or by any court, governmental, administrative or self-regulatory body or arbitration panel to which the Sub-Adviser or any of its principals or affiliates is a party, or to which any of the assets of the Sub-Adviser is subject, which reasonably might be expected to (i) result in any material adverse change in the Sub-Adviser’s condition (financial or otherwise), business or prospects, (ii) affect adversely in any material respect any of the Sub-Adviser’s assets, (iii) materially impair the Sub-Adviser’s ability to discharge its obligations under this Sub-Advisory Agreement, or (iv) result in a matter which would require an amendment to the Sub-Adviser’s Form ADV, Part II; and the Sub-Adviser has not received any notice of an investigation by the Commission or any state regarding U.S. federal or state securities laws, regulations or rules, except as has been previously disclosed.
(c) All references in the Disclosure Documents concerning the Sub-Adviser and its affiliates and the controlling persons, affiliates, stockholders, directors, officers and employees of any of the foregoing provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use in the Disclosure Documents, as well as all performance information provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use by MassMutual, are accurate in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make such information not misleading.
(d) Subject to adequate assurances of confidentiality, the Sub-Adviser has supplied to, or made available for review byby MassMutual, MassMutual (and if all documents reasonably requested by MassMutual to its designated auditor) all documents, statements, agreements and workpapers reasonably requested by it relating to the classification and maintenance of the performance composite of accounts covered by with investment objectives, policies and practices substantially similar to those of the Sub-Adviser’s performance results and which are in the Sub-Adviser’s possession or to which it has accessFund. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.
Appears in 4 contracts
Samples: Investment Sub Advisory Agreement (MML Series Investment Fund), Investment Sub Advisory Agreement (Massmutual Select Funds), Investment Sub Advisory Agreement (Massmutual Select Funds)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to the Fund and MassMutual that:
(a) The Sub-Adviser has obtained all required governmental and regulatory licenses, registrations and approvals required by law as may be necessary to perform its obligations under this Sub-Advisory Agreement and to act as contemplated by the Trust Documents and the Disclosure Documents, including without limitation registration as an investment adviser under the Advisers Act, and will maintain and renew any required licenses, registrations, approvals and memberships during the term of this Sub-Advisory Agreement.
(b) There To the extent that the Sub-Adviser is not subject to any confidentiality restrictions of any court, governmental, administrative or self-regulatory body or confidentiality restrictions of one of its clients, the Sub-Adviser represents and warrants that there is no pending, or to the best of its knowledge, threatened or contemplated action, suit or proceeding before or by any court, governmental, administrative or self-regulatory body or arbitration panel to which the Sub-Adviser or any of its principals or affiliates is a party, or to which any of the assets of the Sub-Adviser is subject, which reasonably might be expected to (i) result in any material adverse change in the Sub-Adviser’s condition (financial or otherwise), business or prospects, (ii) affect adversely in any material respect any of the Sub-Adviser’s assets, (iii) materially impair the Sub-Adviser’s ability to discharge its obligations under this Sub-Advisory Agreement, or (iviii) result in a matter which would require an amendment to the Sub-Adviser’s Form ADV, Part II; and the Sub-Adviser has not received any notice of an investigation by the Commission or any state regarding U.S. federal or state securities laws, regulations or rules.
(c) All references in the Disclosure Documents concerning the Sub-Adviser and its affiliates and the controlling persons, affiliates, stockholders, directors, officers and employees of any of the foregoing provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use in the Disclosure Documents, as well as all performance information provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use by MassMutual, are accurate in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make such information not misleading.
(d) Subject to adequate assurances of confidentiality, the Sub-Adviser has supplied to, or made available for review by, MassMutual (and if requested by MassMutual to its designated auditor) all documents, statements, statements and agreements and workpapers reasonably requested by it relating to accounts covered by the Sub-Adviser’s performance results and which are in the Sub-Adviser’s possession or to which it has access. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.
Appears in 3 contracts
Samples: Investment Sub Advisory Agreement (Massmutual Select Funds), Investment Sub Advisory Agreement (Massmutual Select Funds), Investment Sub Advisory Agreement (MML Series Investment Fund)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to the Fund and MassMutual that:
(a) The Sub-Adviser has obtained all required governmental and regulatory licenses, registrations and approvals required by law as may be necessary to perform its obligations under this Sub-Advisory Agreement and to act as contemplated by the Trust Documents and the Disclosure Documents, including without limitation registration as an investment adviser under the Advisers Act, and will maintain and renew any required licenses, registrations, approvals and memberships during the term of this Sub-Advisory Agreement.
(b) There is no pendingThe Sub-Adviser hereby represents and warrants that, or to the best of its knowledge, there is no material litigation pending or threatened or contemplated action, suit or proceeding before or by any court, governmental, administrative or self-regulatory body or arbitration panel to which against the Sub-Adviser or any of its principals subsidiaries asserting any violation by them or affiliates is a party, or to which any of the assets of investment company sub-advised by the Sub-Adviser is subject, which reasonably might be expected to (i) result in any material adverse change in the Sub-Adviser’s condition (financial or otherwise), business or prospects, (ii) affect adversely in any material respect any of the Sub-Adviser’s assets, (iii) materially impair Investment Advisers Act or the Sub-Adviser’s ability to discharge its obligations under this Sub-Advisory Agreement, Investment Company Act or (iv) result in a matter which would require an amendment to the Sub-Adviser’s Form ADV, Part II; respective rules and the regulations thereunder. The Sub-Adviser hereby further represents and warrants that it has not received amended and will continue to amend its Form ADV to include any notice of an investigation by the Commission material litigation or any state regarding U.S. federal or state securities laws, regulations or rulesregulatory proceedings that it is required to disclose.
(c) All references in the Disclosure Documents concerning the Sub-Adviser and its affiliates and the controlling persons, affiliates, stockholders, directors, officers and employees of any of the foregoing provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use in the Disclosure Documents, as well as all performance information provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use by MassMutual, are to the best of the Sub-Adviser’s knowledge and belief accurate in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make such information not misleading.
(d) Subject to adequate assurances of confidentiality, the Sub-Adviser has supplied to, or made available for review by, MassMutual (and if requested by MassMutual to its designated auditor) all documents, statements, agreements and workpapers reasonably requested by it relating to accounts covered by the Sub-Adviser’s performance results and which are in the Sub-Adviser’s possession or to which it has access. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.
Appears in 3 contracts
Samples: Investment Sub Advisory Agreement (Massmutual Premier Funds), Investment Sub Advisory Agreement (Massmutual Premier Funds), Investment Sub Advisory Agreement (Massmutual Premier Funds)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to the Fund and MassMutual thateach Underwriter as follows:
(a) The Sub-Adviser has obtained all required governmental is a limited liability company duly formed and regulatory licensesvalidly existing in good standing under the laws of the State of Delaware, registrations with full limited liability company power and approvals required by law authority to own, lease and operate its properties and to conduct its business as may be necessary described in each of the Registration Statement and the Prospectus (or any amendment or supplement to perform either of them) and is duly registered and qualified to conduct business and is in good standing in each jurisdiction or place where the nature of its obligations under this properties or conduct of its business requires such registration or qualification, except where the failure so to register or to qualify does or would not have a Material Adverse Effect on the Sub-Advisory Agreement and to act as contemplated by Adviser.
(b) The Sub-Adviser is duly registered with the Trust Documents and the Disclosure Documents, including without limitation registration Commission as an investment adviser under the Advisers Act and is not prohibited by the Advisers Act, the 1940 Act, the Advisers Act Rules and will maintain Regulations or the 1940 Act Rules and renew Regulations from acting under this Agreement or the Sub-Advisory Agreement for the Fund as contemplated by the Registration Statement or the Prospectus (or any amendment or supplement to either of them). There does not exist any proceeding which, if determined adversely with respect to the Sub-Adviser, does or would have a material and adverse effect on the registration of the Sub-Adviser with the Commission.
(c) There are no legal or governmental proceedings pending or, to the knowledge of the Sub-Adviser, threatened against the Sub-Adviser that are required licensesto be described in the Registration Statement or the Prospectus (or any amendment or supplement to either of them) but are not described as required or that, registrationsif determined adversely with respect to the Sub-Adviser, approvals does or would have a Material Adverse Effect on the Sub-Adviser or does or would have a material and memberships during adverse effect on the term ability of the Sub-Adviser to perform its obligations under this Agreement or the Sub-Advisory Agreement.
(bd) There is no pendingNeither the execution, delivery or performance of this Agreement or the Sub-Advisory Agreement, nor the consummation by the Sub-Adviser of the transactions contemplated hereby or thereby (i) requires the Sub-Adviser to obtain any consent, approval, authorization or other order of, or to registration or filing with, the best of its knowledgeCommission, threatened or contemplated actionany state securities commission, suit or proceeding before or by any national securities exchange, any arbitrator, any court, governmentalregulatory body, administrative agency or selfother governmental body, agency or official having jurisdiction over the Sub-regulatory body Adviser or arbitration panel conflicts or will conflict with or constitutes or will constitute a breach of or a default under, the certificate of incorporation or bylaws, or other organizational documents of the Sub-Adviser or (ii) conflicts or will conflict with or constitutes or will constitute a breach of or a default under, any agreement, indenture, lease or other instrument to which the Sub-Adviser is a party or by which the Sub-Adviser or any of its principals properties may be bound, or affiliates violates or will violate any statute, law, regulation or judgment, injunction, order or decree applicable to the Sub-Adviser or any of its properties or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Sub-Adviser pursuant to the terms of any agreement or instrument to which it is a party, party or by which it may be bound or to which any of the property or assets of the Sub-Adviser is subject, which reasonably might be expected to except in any case under clause (i) result in or (ii) as would not have a Material Adverse Effect on the Sub-Adviser or on the ability of the Sub-Adviser to perform its obligations under this Agreement or the Sub-Advisory Agreement. The Sub-Adviser is not subject to any order of any court or of any arbitrator, regulatory body, administrative agency or other governmental body, agency or official that does or would have a Material Adverse Effect on the Sub-Adviser or does or would have a material and adverse change in effect on the ability of the Sub-Adviser to perform its obligations under this Agreement or the Sub-Advisory Agreement.
(e) The Sub-Adviser has full power and authority to enter into this Agreement and the Sub-Advisory Agreement; the execution and delivery of and the performance by the Sub-Adviser of its obligations under this Agreement and the Sub-Advisory Agreement have been duly and validly authorized by the Sub-Adviser’s condition ; and this Agreement and the Sub-Advisory Agreement have been duly executed and delivered by the Sub-Adviser and (financial or otherwise)assuming due and valid authorization, business or prospects, (iiexecution and delivery by the other parties hereto and thereto) affect adversely in any material respect any this Agreement and the Sub-Advisory Agreement constitutes the valid and legally binding agreement of the Sub-Adviser’s assets, (iii) materially impair enforceable against the Sub-Adviser in accordance with its terms, except as rights to indemnity and contribution hereunder may be limited by federal or state securities laws and subject to the qualification that the enforceability of the Sub-Adviser’s ability 's obligations hereunder and thereunder may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium and other laws relating to discharge or affecting creditors' rights generally and by general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law).
(f) The Sub-Adviser has the financial resources necessary for the performance of its services and obligations as contemplated in the Registration Statement and the Prospectus (or any amendment or supplement to either of them) or under this Agreement and the Sub-Advisory Agreement.
(g) The description of the Sub-Adviser in the Registration Statement and the Prospectus (or any amendment or supplement to either of them) complied and comply in all material respects with the provisions of the 1933 Act, or (iv) result in a matter which would require an amendment the 1940 Act, the Advisers Act, the Rules and Regulations and the Advisers Act Rules and Regulations; and such description and the statements attributable to the Sub-Adviser’s Form ADV, Part II; Adviser in the Registration Statement and the Sub-Adviser has not received any notice of an investigation by the Commission Prospectus (or any state regarding U.S. federal amendment or state securities laws, regulations or rules.
(csupplement to either of them) All references in the Disclosure Documents concerning the Sub-Adviser did not and its affiliates and the controlling persons, affiliates, stockholders, directors, officers and employees of any of the foregoing provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use in the Disclosure Documents, as well as all performance information provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use by MassMutual, are accurate in all material respects and do will not contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make such information the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading.
(dh) Subject Since the date as of which information is given in the Registration Statement or the Prospectus (or any amendment or supplement to adequate assurances either of confidentialitythem), except as otherwise stated therein, there has been no material adverse change in the condition (financial or other), business, properties, net assets or results of operations or business prospects of the Sub-Adviser, whether or not arising from the ordinary course of business that does or would have a Material Adverse Effect on the Sub-Adviser or does or would have a material and adverse effect on the ability of the Sub-Adviser to perform its obligations under this Agreement or the Sub-Advisory Agreement.
(i) The Sub-Adviser has such licenses, permits, and authorizations of governmental or regulatory authorities ("permits") as are necessary to own its property and to conduct its business in the manner described in the Prospectus (and any amendment or supplement thereto); (ii) the Sub-Adviser has supplied tofulfilled and performed all its obligations with respect to such permits and no event has occurred which allows or, after notice or made available for review bylapse of time, MassMutual would allow, revocation or termination thereof or results in any other impairment of the rights of the Sub-Adviser under any such permit, subject in each case to such qualification as may be set forth in the Prospectus (and if requested by MassMutual any amendment or supplement thereto); and,
(iii) except as described in the Prospectus (and any amendment or supplement thereto), none of such permits contains any restriction that is materially burdensome to its designated auditor) all documents, statements, agreements and workpapers reasonably requested by it relating to accounts covered by the Sub-Adviser’s performance results ; except where the failure to obtain or perform its obligations with respect to such permits, or the restrictions set forth in such permits, as set forth in clauses (i), (ii) and which are (iii), either individually or in the aggregate, does or would have a Material Adverse Effect on the Sub-Adviser’s possession Adviser or does or would have a material and adverse effect on the ability of the Sub-Adviser to which it has access. The foregoing representations and warranties shall be continuing during perform its obligations under this Agreement or the term of this Sub-Advisory Agreement.
(j) The Sub-Advisory Agreement complies in all material respects with the applicable provisions of the 1940 Act, the 1940 Act Rules and Regulations, the Advisers Act and the Advisers Act Rules and Regulations.
Appears in 3 contracts
Samples: Underwriting Agreement (Neuberger Berman Realty Income Fund Inc), Underwriting Agreement (Neuberger Berman Realty Income Fund Inc), Underwriting Agreement (Ing Clarion Real Estate Income Fund)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to the Fund and MassMutual thateach Underwriter as follows:
(a) The Sub-Adviser has obtained all required governmental is a limited liability company duly formed and regulatory licensesvalidly existing in good standing under the laws of the State of Delaware, registrations with full limited liability company power and approvals required by law authority to own, lease and operate its properties and to conduct its business as may be necessary described in each of the Registration Statement and the Prospectus (or any amendment or supplement to perform either of them) and is duly registered and qualified to conduct business and is in good standing in each jurisdiction or place where the nature of its obligations under this properties or conduct of its business requires such registration or qualification, except where the failure so to register or to qualify does or would not have a Material Adverse Effect on the Sub-Advisory Agreement and to act as contemplated by Adviser.
(b) The Sub-Adviser is duly registered with the Trust Documents and the Disclosure Documents, including without limitation registration Commission as an investment adviser under the Advisers Act and is not prohibited by the Advisers Act, the 1940 Act, the Advisers Act Rules and will maintain Regulations or the 1940 Act Rules and renew Regulations from acting under this Agreement or the Sub-Advisory Agreement for the Fund as contemplated by the Registration Statement or the Prospectus (or any amendment or supplement to either of them). There does not exist any proceeding which, if determined adversely with respect to the Sub-Adviser, does or would have a material and adverse effect on the registration of the Sub-Adviser with the Commission.
(c) There are no legal or governmental proceedings pending or, to the knowledge of the Sub-Adviser, threatened against the Sub-Adviser that are required licensesto be described in the Registration Statement or the Prospectus (or any amendment or supplement to either of them) but are not described as required or that, registrationsif determined adversely with respect to the Sub-Adviser, approvals does or would have a Material Adverse Effect on the Sub-Adviser or does or would have a material and memberships during adverse effect on the term ability of the Sub-Adviser to perform its obligations under this Agreement or the Sub-Advisory Agreement.
(bd) There is no pendingNeither the execution, delivery or performance of this Agreement or the Sub-Advisory Agreement, nor the consummation by the Sub-Adviser of the transactions contemplated hereby or thereby (i) requires the Sub-Adviser to obtain any consent, approval, authorization or other order of, or to registration or filing with, the best of its knowledgeCommission, threatened or contemplated actionany state securities commission, suit or proceeding before or by any national securities exchange, any arbitrator, any court, governmentalregulatory body, administrative agency or selfother governmental body, agency or official having jurisdiction over the Sub-regulatory body Adviser or arbitration panel conflicts or will conflict with or constitutes or will constitute a breach of or a default under, the certificate of incorporation or bylaws, or other organizational documents of the Sub-Adviser or (ii) conflicts or will conflict with or constitutes or will constitute a breach of or a default under, any agreement, indenture, lease or other instrument to which the Sub-Adviser is a party or by which the Sub-Adviser or any of its principals properties may be bound, or affiliates violates or will violate any statute, law, regulation or judgment, injunction, order or decree applicable to the Sub-Adviser or any of its properties or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Sub-Adviser pursuant to the terms of any agreement or instrument to which it is a party, party or by which it may be bound or to which any of the property or assets of the Sub-Adviser is subject, which reasonably might be expected to except in any case under clause (i) result in or (ii) as would not have a Material Adverse Effect on the Sub-Adviser or on the ability of the Sub-Adviser to perform its obligations under this Agreement or the Sub-Advisory Agreement. The Sub-Adviser is not subject to any order of any court or of any arbitrator, regulatory body, administrative agency or other governmental body, agency or official that does or would have a Material Adverse Effect on the Sub-Adviser or does or would have a material and adverse change in effect on the ability of the Sub-Adviser to perform its obligations under this Agreement or the Sub-Advisory Agreement.
(e) The Sub-Adviser has full power and authority to enter into this Agreement and the Sub-Advisory Agreement; the execution and delivery of and the performance by the Sub-Adviser of its obligations under this Agreement and the Sub-Advisory Agreement have been duly and validly authorized by the Sub-Adviser’s condition ; and this Agreement and the Sub-Advisory Agreement have been duly executed and delivered by the Sub-Adviser and (financial or otherwise)assuming due and valid authorization, business or prospects, (iiexecution and delivery by the other parties hereto and thereto) affect adversely in any material respect any this Agreement and the Sub-Advisory Agreement constitutes the valid and legally binding agreement of the Sub-Adviser’s assets, (iii) materially impair enforceable against the Sub-Adviser in accordance with its terms, except as rights to indemnity and contribution hereunder may be limited by federal or state securities laws and subject to the qualification that the enforceability of the Sub-Adviser’s ability 's obligations hereunder and thereunder may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium and other laws relating to discharge or affecting creditors' rights generally and by general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law).
(f) The Sub-Adviser has the financial resources necessary for the performance of its services and obligations as contemplated in the Registration Statement and the Prospectus (or any amendment or supplement to either of them) or under this Agreement and the Sub-Advisory Agreement.
(g) The description of the Sub-Adviser in the Registration Statement and the Prospectus (or any amendment or supplement to either of them) complied and comply in all material respects with the provisions of the 1933 Act, or (iv) result in a matter which would require an amendment the 1940 Act, the Advisers Act, the Rules and Regulations and the Advisers Act Rules and Regulations; and such description and the statements attributable to the Sub-Adviser’s Form ADV, Part II; Adviser in the Registration Statement and the Sub-Adviser has not received any notice of an investigation by the Commission Prospectus (or any state regarding U.S. federal amendment or state securities laws, regulations or rules.
(csupplement to either of them) All references in the Disclosure Documents concerning the Sub-Adviser did not and its affiliates and the controlling persons, affiliates, stockholders, directors, officers and employees of any of the foregoing provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use in the Disclosure Documents, as well as all performance information provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use by MassMutual, are accurate in all material respects and do will not contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make such information the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading.
(dh) Subject Since the date as of which information is given in the Registration Statement or the Prospectus (or any amendment or supplement to adequate assurances either of confidentialitythem), except as otherwise stated therein, there has been no material adverse change in the condition (financial or other), business, properties, net assets or results of operations or business prospects of the Sub-Adviser, whether or not arising from the ordinary course of business that does or would have a Material Adverse Effect on the Sub-Adviser or does or would have a material and adverse effect on the ability of the Sub-Adviser to perform its obligations under this Agreement or the Sub-Advisory Agreement.
(i) The Sub-Adviser has such licenses, permits, and authorizations of governmental or regulatory authorities ("permits") as are necessary to own its property and to conduct its business in the manner described in the Prospectus (and any amendment or supplement thereto); (ii) the Sub-Adviser has fulfilled and performed all its obligations with respect to such permits and no event has occurred which allows or, after notice or lapse of time, would allow, revocation or termination thereof or results in any other impairment of the rights of the Sub-Adviser under any such permit, subject in each case to such qualification as may be set forth in the Prospectus (and any amendment or supplement thereto); and,
(iii) except as described in the Prospectus (and any amendment or supplement thereto), none of such permits contains any restriction that is materially burdensome to the Sub-Adviser; except where the failure to obtain or perform its obligations with respect to such permits, or the restrictions set forth in such permits, as set forth in clauses (i), (ii) and (iii), either individually or in the aggregate, does or would have a Material Adverse Effect on the Sub-Adviser or does or would have a material and adverse effect on the ability of the Sub-Adviser to perform its obligations under this Agreement or the Sub-Advisory Agreement.
(j) The Sub-Advisory Agreement complies in all material respects with the applicable provisions of the 1940 Act, the 1940 Act Rules and Regulations, the Advisers Act and the Advisers Act Rules and Regulations.
(k) Except as stated in this Agreement and in the Prospectus (and any amendment or supplement thereto), the Sub-Adviser has supplied tonot taken and will not take, directly or made available for review byindirectly, MassMutual (and if requested by MassMutual any action designed to its designated auditor) all documentsor which could cause or result in or which will constitute stabilization or manipulation of the price of the Shares in violation of federal securities laws and, statements, agreements and workpapers reasonably requested by it relating to accounts covered by the Sub-Adviser’s performance results and which are in 's knowledge, no such action has been, or will be, taken by any affiliates of the Sub-Adviser’s possession or to which it has access. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.
Appears in 3 contracts
Samples: Underwriting Agreement (Neuberger Berman Real Estate Income Fund Inc), Underwriting Agreement (Neuberger Berman Realty Income Fund Inc), Underwriting Agreement (Neuberger Berman Realty Income Fund Inc)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to the Fund and MassMutual that:
(a) The Sub-Adviser has obtained all required governmental and regulatory licenses, registrations and approvals required by law as may be necessary to perform its obligations under this Sub-Advisory Agreement and to act as contemplated by the Trust Documents and the Disclosure Documents, including without limitation registration as an investment adviser under the Advisers Act, and will maintain and renew any required licenses, registrations, approvals and memberships during the term of this Sub-Advisory Agreement.
(b) There is no pending, or to the best of its knowledge, threatened or contemplated action, suit or proceeding before or by any court, governmental, administrative or self-regulatory body or arbitration panel to which the Sub-Adviser or any of its principals or affiliates is a partyAdviser, or to which any of the assets of the Sub-Adviser is subject, which reasonably might be expected to (i) result in any material adverse change in the Sub-Adviser’s condition (financial or otherwise), business or prospects, (ii) affect adversely in any material respect any of the Sub-Adviser’s assets, (iii) materially impair the Sub-Adviser’s ability to discharge its obligations under this Sub-Advisory Agreement, or (iv) result in a matter which would require an amendment to the Sub-Adviser’s Form ADV, Part II; and the Sub-Adviser has not received any notice of an investigation by the Commission or any state regarding U.S. federal or state securities laws, regulations or rules.
(c) All references in the Disclosure Documents concerning the Sub-Adviser and its affiliates and the controlling persons, affiliates, stockholders, directors, officers and employees of any of the foregoing provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use in the Disclosure Documents, as well as all performance information provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use by MassMutualAdviser, are accurate in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make such information not misleading.
(d) Subject to adequate assurances of confidentiality, the Sub-Adviser has supplied to, will cooperate with MassMutual by providing explanatory information or made available for review by, MassMutual (and if other documentation reasonably requested by MassMutual for its own purpose, or in order to its designated auditor) all documentsrespond to a regulatory request, statements, agreements and workpapers reasonably requested by it relating to accounts covered by the Sub-Adviser’s performance results for the Fund or for any account managed by the same investment personnel that has investment objectives, policies and which are in investment strategies similar to that of the Sub-Adviser’s possession or to which it has accessFund. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (MML Series Investment Fund), Investment Sub Advisory Agreement (MML Series Investment Fund)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to the Fund and MassMutual that:
(a) The Sub-Adviser has obtained all required governmental and regulatory licenses, registrations and approvals required by law as may be necessary to perform its obligations under this Sub-Advisory Agreement and to act as contemplated by the Trust Documents and the Disclosure Documents, including without limitation registration as an investment adviser under the Advisers Act, and will maintain and renew any required licenses, registrations, approvals and memberships during the term of this Sub-Advisory Agreement.
(b) There is no pending, or to the best of its knowledge, threatened or contemplated action, suit or proceeding before or by any court, governmental, administrative or self-regulatory body or arbitration panel to which the Sub-Adviser or any of its principals or affiliates is a party, or to which any of the assets of the Sub-Adviser is subject, which reasonably might be expected to (i) result in any material adverse change in the Sub-Adviser’s condition (financial or otherwise), business or prospects, (ii) affect adversely in any material respect any of the Sub-Adviser’s assets, (iii) materially impair the Sub-Adviser’s ability to discharge its obligations under this Sub-Advisory Agreement, or (iv) result in a matter which would require an amendment to the Sub-Adviser’s Form ADV, Part II; and the Sub-Adviser has not received any notice of an investigation by the Securities and Exchange Commission or any state regarding U.S. federal or state securities laws, regulations or rules.
(c) All To the extent such information has been provided by the Sub-Adviser for use in the Disclosure Documents, all references in the Disclosure Documents concerning the Sub-Adviser and its affiliates and the controlling persons, affiliates, stockholders, directors, officers and employees of any of the foregoing provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use in the Disclosure Documents, as well as all performance information provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use by MassMutual, are accurate in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make such information not misleading.
(d) Subject to adequate assurances of confidentiality, the Sub-Adviser has supplied to, or made available for review by, MassMutual (and if requested by MassMutual to its designated auditor) all documents, statements, agreements and workpapers reasonably requested by it relating to accounts covered by the Sub-Adviser’s performance results and which are in the Sub-Adviser’s possession or to which it has access. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (MML Series Investment Fund), Investment Sub Advisory Agreement (MML Series Investment Fund)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to the Fund and MassMutual that:
(a) The Sub-Adviser has obtained all required governmental and regulatory licenses, registrations and approvals required by law as may be necessary to perform its obligations under this Sub-Advisory Agreement and to act as contemplated by the Trust Documents and the Disclosure Documents, including without limitation registration as an investment adviser under the Advisers Act, and will maintain and renew any required licenses, registrations, approvals and memberships during the term of this Sub-Advisory Agreement.
(b) There Except as disclosed below, there is no pending, or to the best of its knowledge, threatened or contemplated action, suit or proceeding before or by any court, governmental, administrative or self-regulatory body or arbitration panel to which the Sub-Adviser or any of its principals or affiliates is a party, or to which any of the assets of the Sub-Adviser is subject, which reasonably might be expected to (i) result in any material adverse change in the Sub-Adviser’s condition (financial or otherwise), business or prospects, (ii) affect adversely in any material respect any of the Sub-Adviser’s assets, (iii) materially impair the Sub-Adviser’s ability to discharge its obligations under this Sub-Advisory Agreement, or (iv) result in a matter which would require an amendment to the Sub-Adviser’s Form ADV, Part II; and the Sub-Adviser has not received any notice of an investigation by the Commission or any state regarding U.S. federal or state securities laws, regulations or rules. The Sub-Adviser, a subsidiary of Allianz Global Investors of America L.P., and PIMCO Funds are the subject of a lawsuit in the Northern District of Illinois Eastern Division, in which the complaint alleges that the plaintiffs each purchased and sold a 10-year Treasury note futures contract and suffered damages from an alleged shortage when Sub-Adviser held both physical and futures positions in 10-year Treasury notes for its client accounts in violation of the federal Commodity Exchange Act provisions on market manipulation. In July 2007, the District Court granted class certification of a class consisting of those persons who purchased futures contracts to offset short positions between May 9, 2005 and June 30, 2005. The Sub-Adviser believes the complaint is without merit and the Sub-Adviser and PIMCO Funds intend to vigorously defend against this action. The outcome of this action cannot be predicted at this time.
(c) All references in the Disclosure Documents concerning the Sub-Adviser and its affiliates and the controlling persons, affiliates, stockholders, directors, officers and employees of any of the foregoing provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use in the Disclosure Documents, as well as all performance information provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use by MassMutual, are accurate in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make such information not misleading.
(d) Subject to adequate assurances of confidentiality, the Sub-Adviser has supplied to, or made available for review by, MassMutual (and if requested by MassMutual to its designated auditor) all documents, statements, agreements and workpapers reasonably requested by it relating to accounts covered by the Sub-Adviser’s performance results and which are in the Sub-Adviser’s possession or to which it has access. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (MML Series Investment Fund), Investment Sub Advisory Agreement (Massmutual Select Funds)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents represents, warrants and warrants to agrees, on and as of the Fund and MassMutual thatdate hereof, as follows:
(a) The Sub-Adviser has obtained all required governmental It is duly organized, validly existing, and regulatory licenses, registrations and approvals required by law in good standing as may be necessary to perform its obligations under this Sub-Advisory Agreement and to act as contemplated by the Trust Documents and the Disclosure Documents, including without limitation registration as an investment adviser a limited partnership under the Advisers Actlaws of the State of Delaware, and will maintain and renew any required licenses, registrations, approvals and memberships during the term of this Sub-Advisory Agreementis qualified to do business in each jurisdiction in which failure to be so qualified would reasonably be expected to have a material adverse effect upon it.
(b) There is The execution, delivery and performance by the Sub-Adviser of this Agreement are within its powers and have been duly authorized by all necessary action, and no pendingaction by or in respect of, or filing with, any governmental body, agency or official is required for the execution, delivery and performance of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement does not contravene or constitute a material breach or default under (i) any provision of applicable law, rule or regulation applicable to Sub-Adviser, (ii) the Sub-Adviser's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instruments binding upon Sub-Adviser. Any individuals whose signatures are affixed to this Agreement on behalf of Sub-Adviser have full authority and power to execute this Agreement.
(c) This Agreement is enforceable against Sub-Adviser in accordance with its terms, subject as to enforcement to bankruptcy, insolvency, reorganization, arrangement, moratorium, and other similar laws of general applicability relating to or affecting creditors' rights and to general equity principles.
(d) To the best of its knowledge, threatened there are no material pending, threatened, or contemplated actionactions, suit suits, proceedings, or proceeding investigations before or by any court, governmental, administrative administrative, or self-regulatory body body, board of trade, exchange, or arbitration panel to which the Sub-Adviser it or any of its principals or affiliates affiliates, is a party, party or to which it or any of the its affiliates or assets of the Sub-Adviser is are subject, nor has it or any of its affiliates received any notice of an investigation, inquiry, or dispute by any court, governmental, administrative, or self-regulatory body, board of trade, exchange, or arbitration panel regarding any of their respective activities which might reasonably might be expected to (i) result in any a material adverse change in the Sub-Adviser’s 's condition (financial or otherwise), business ) or prospects, (ii) affect adversely in any material respect any of the which might reasonably be expected to impair Sub-Adviser’s assets, (iii) materially impair the Sub-Adviser’s 's ability to discharge its obligations under this Agreement.
(e) The Sub-Advisory Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) result in a matter which has the authority to enter into and perform the services contemplated by this Agreement; (v) will promptly notify the Adviser of the occurrence of any event that would require an amendment to the Sub-Adviser’s Form ADV, Part II; and disqualify the Sub-Adviser has not received any notice from serving as an investment adviser of an investment company pursuant to Section 9 of the 1940 Act or otherwise; and (vi) is not presently under investigation by the Commission any regulatory agency and does not know of any pending or impending investigation or litigation by any state regarding U.S. federal or state securities laws, regulations or rulessuch regulatory agency.
(cf) All references in the Disclosure Documents concerning the Sub-Adviser and its affiliates and the controlling personsIf, affiliates, stockholders, directors, officers and employees of at any of the foregoing provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use in the Disclosure Documents, as well as all performance information provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use by MassMutual, are accurate in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make such information not misleading.
(d) Subject to adequate assurances of confidentiality, the Sub-Adviser has supplied to, or made available for review by, MassMutual (and if requested by MassMutual to its designated auditor) all documents, statements, agreements and workpapers reasonably requested by it relating to accounts covered by the Sub-Adviser’s performance results and which are in the Sub-Adviser’s possession or to which it has access. The foregoing representations and warranties shall be continuing time during the term of this Agreement, Sub-Advisory Adviser discovers any fact or omission, or any event or change of circumstances has occurred, which would make any of their representations and warranties herein inaccurate or incomplete in any material respect, it will, to the extent permitted by applicable law or regulatory authority, provide prompt written notification to the Adviser of such fact, omission, event, or change of circumstance, and the facts related thereto. Sub-Adviser agrees that it will provide prompt notice to the Adviser in the event that: (i) it makes an assignment for the benefit of creditors, files a voluntary petition in bankruptcy, or is otherwise adjudged bankrupt or insolvent by a court of competent jurisdiction; or (ii) a material event occurs that could reasonably be expected to adversely impact the Sub-Adviser's ability to perform this Agreement.
(g) The Sub-Adviser has provided the Adviser with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV most recently filed with the Commission and will furnish a copy of all amendments to the Adviser at least annually.
(h) The Sub-Adviser has adopted, maintains and implements written compliance policies and procedures as required by Rule 206(4)-7 under the Advisers Act.
(i) The Sub-Adviser has adopted proxy voting policies, a copy of which has been provided to the Adviser.
Appears in 2 contracts
Samples: Sub Advisory Agreement (CPG Cooper Square International Equity, LLC), Sub Advisory Agreement (CPG Cooper Square International Equity, LLC)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to the Fund and MassMutual that:
(a) The Sub-Adviser has obtained all required governmental and regulatory licenses, registrations and approvals required by law as may be necessary to perform its obligations under this Sub-Advisory Agreement and to act as contemplated by the Trust Documents and the Disclosure Documents, including without limitation registration as an investment adviser under the Advisers Act, and will maintain and renew any required licenses, registrations, approvals and memberships during the term of this Sub-Advisory Agreement.
(b) There is no pendingThe Sub-Adviser has been named as a defendant in civil litigation entitled In re OppenheimerFunds Fees Litigation, or 04 CV 7022 (S.D.N.Y. 2005) (the “Civil Litigation”). The Sub-Adviser hereby represents and warrants that, to the best of its knowledge, other than the Civil Litigation, there is no material litigation pending or threatened or contemplated action, suit or proceeding before or by any court, governmental, administrative or self-regulatory body or arbitration panel to which against the Sub-Adviser or any of its principals subsidiaries asserting any violation by them or affiliates is a party, or to which any of the assets Xxxxxxxxxxx Funds of the Investment Advisers Act or the Investment Company Act or the respective rules and regulations thereunder. The Sub-Adviser is subject, which reasonably might be expected hereby further represents and warrants that it has amended and will continue to (i) result in amend its Form ADV to include any material adverse change in the Sub-Adviser’s condition (financial litigation or otherwise), business or prospects, (ii) affect adversely in any material respect any of the Sub-Adviser’s assets, (iii) materially impair the Sub-Adviser’s ability regulatory proceedings that it is required to discharge its obligations under this Sub-Advisory Agreement, or (iv) result in a matter which would require an amendment to the Sub-Adviser’s Form ADV, Part II; and the Sub-Adviser has not received any notice of an investigation by the Commission or any state regarding U.S. federal or state securities laws, regulations or rulesdisclose.
(c) All references in the Disclosure Documents concerning the Sub-Adviser and its affiliates and the controlling persons, affiliates, stockholders, directors, officers and employees of any of the foregoing provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use in the Disclosure Documents, as well as all performance information provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use by MassMutual, are accurate in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make such information not misleading.
(d) Subject to adequate assurances of confidentiality, the Sub-Adviser has supplied to, or made available for review by, MassMutual (and if requested by MassMutual to its designated auditor) all documents, statements, agreements and workpapers reasonably requested by it relating to accounts covered by the Sub-Adviser’s performance results and which are in the Sub-Adviser’s possession or to which it has access. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (MML Series Investment Fund II), Investment Sub Advisory Agreement (MML Series Investment Fund II)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to the Fund and MassMutual that:
(a) The Sub-Adviser has obtained all required governmental and regulatory licenses, registrations and approvals required by law as may be necessary to perform its obligations under this Sub-Advisory Agreement and to act as contemplated by the Trust Documents and the Disclosure Documents, including without limitation registration as an investment adviser under the Advisers Act, and will maintain and renew any required licenses, registrations, approvals and memberships during the term of this Sub-Advisory Agreement.
(b) There is no pending, or to the best of its knowledge, threatened or contemplated action, suit or proceeding before or by any court, governmental, administrative or self-regulatory body or arbitration panel to which the Sub-Adviser or any of its principals or affiliates is a party, or to which any of the assets of the Sub-Adviser is subject, which reasonably might be expected to (i) result in any material adverse change in the Sub-Adviser’s condition (financial or otherwise), business or prospects, (ii) affect adversely in any material respect any of the Sub-Adviser’s assets, (iii) materially impair the Sub-Adviser’s ability to discharge its obligations under this Sub-Advisory Agreement, or (iv) result in a matter which would require an amendment to the Sub-Adviser’s Form ADV, Part II; and the Sub-Adviser has not received any notice of an investigation by the Commission or any state regarding U.S. federal or state securities laws, regulations or rules.
(c) All references in the Disclosure Documents concerning the Sub-Adviser and its affiliates and the controlling persons, affiliates, stockholders, directors, officers and employees of any of the foregoing provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use in the Disclosure Documents, as well as all performance information provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use by MassMutual, are accurate in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make such information not misleading.
(d) Subject to adequate assurances of confidentiality, the Sub-Adviser has supplied to, or made available for review by, MassMutual (and if requested by MassMutual to its designated auditor) all documents, statements, agreements and workpapers reasonably requested by it relating to accounts covered by the Sub-Adviser’s performance results and which are in the Sub-Adviser’s possession or to which it has access. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (MML Series Investment Fund II), Investment Sub Advisory Agreement (Massmutual Select Funds)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to the Fund and MassMutual that:
(a) The Sub-Adviser has obtained all required governmental and regulatory licenses, registrations and approvals required by law as may be necessary to perform its obligations under this Sub-Advisory Agreement and to act as contemplated by the Trust Documents and the Disclosure Documents, including without limitation registration as an investment adviser under the Advisers Act, and will maintain and renew any required licenses, registrations, approvals and memberships during the term of this Sub-Advisory Agreement.
(b) There is no pending, or to the best of its knowledge, threatened or contemplated action, suit or proceeding before or by any court, governmental, administrative or self-regulatory body or arbitration panel to which the Sub-Adviser or any of its principals or affiliates is a party, or to which any of the assets of the Sub-Adviser is subject, which reasonably might be expected to (i) result in any material adverse change in the Sub-Adviser’s condition (financial or otherwise), business or prospects, (ii) affect adversely in any material respect any of the Sub-Adviser’s assets, (iii) materially impair the Sub-Sub- Adviser’s ability to discharge its obligations under this Sub-Advisory Agreement, or (iv) result in a matter which would require an amendment to the Sub-Adviser’s Form ADV, Part II; and the Sub-Adviser has not received any notice of an investigation by the Commission or any state regarding U.S. federal or state securities laws, regulations or rules.
(c) All references in the Disclosure Documents concerning the Sub-Adviser and its affiliates and the controlling persons, affiliates, stockholders, directors, officers and employees of any of the foregoing provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use in the Disclosure Documents, as well as all performance information provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use by MassMutual, are accurate in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make such information not misleading.
(d) Subject to adequate assurances of confidentiality, the Sub-Adviser has supplied to, will cooperate with MassMutual by providing explanatory information or made available for review by, MassMutual (and if other documentation reasonably requested by MassMutual for its own purpose, or in order to its designated auditor) all documentsrespond to a regulatory request, statements, agreements and workpapers reasonably requested by it relating to accounts covered by the Sub-Adviser’s performance results for the Fund or for any account with investment objectives, policies and which are in investment strategies similar to that of the Sub-Adviser’s possession or to which it has accessFund. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (MML Series Investment Fund), Investment Sub Advisory Agreement (MML Series Investment Fund)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to the Fund and MassMutual thateach Underwriter as follows:
(a) The Sub-Adviser has obtained all required governmental is a limited liability company duly formed and regulatory licensesvalidly existing in good standing under the laws of the State of Delaware, registrations with full limited liability company power and approvals required by law authority to own, lease and operate its properties and to conduct its business as may be necessary described in each of the Registration Statement and the Prospectus (or any amendment or supplement to perform either of them) and is duly registered and qualified to conduct business and is in good standing in each jurisdiction or place where the nature of its obligations under this properties or conduct of its business requires such registration or qualification, except where the failure so to register or to qualify does or would not have a Material Adverse Effect on the Sub-Advisory Agreement and to act as contemplated by Adviser.
(b) The Sub-Adviser is duly registered with the Trust Documents and the Disclosure Documents, including without limitation registration Commission as an investment adviser under the Advisers Act and is not prohibited by the Advisers Act, the 1940 Act, the Advisers Act Rules and will maintain Regulations or the 1940 Act Rules and renew Regulations from acting under this Agreement or the Sub-Advisory Agreement for the Fund as contemplated by the Registration Statement or the Prospectus (or any amendment or supplement to either of them). There does not exist any proceeding which, if determined adversely with respect to the Sub-Adviser, does or would have a material and adverse effect on the registration of the Sub-Adviser with the Commission.
(c) There are no legal or governmental proceedings pending or, to the knowledge of the Sub-Adviser, threatened against the Sub-Adviser that are required licensesto be described in the Registration Statement or the Prospectus (or any amendment or supplement to either of them) but are not described as required or that, registrationsif determined adversely with respect to the Sub-Adviser, approvals does or would have a Material Adverse Effect on the Sub-Adviser or does or would have a material and memberships during adverse effect on the term ability of the Sub-Adviser to perform its obligations under this Agreement or the Sub-Advisory Agreement.
(bd) There is no pendingNeither the execution, delivery or performance of this Agreement or the Sub-Advisory Agreement, nor the consummation by the Sub-Adviser of the transactions contemplated hereby or thereby (i) requires the Sub-Adviser to obtain any consent, approval, authorization or other order of, or to registration or filing with, the best of its knowledgeCommission, threatened or contemplated actionany state securities commission, suit or proceeding before or by any national securities exchange, any arbitrator, any court, governmentalregulatory body, administrative agency or selfother governmental body, agency or official having jurisdiction over the Sub-regulatory body Adviser or arbitration panel conflicts or will conflict with or constitutes or will constitute a breach of or a default under, the certificate of incorporation or bylaws, or other organizational documents of the Sub-Adviser or (ii) conflicts or will conflict with or constitutes or will constitute a breach of or a default under, any agreement, indenture, lease or other instrument to which the Sub-Adviser is a party or by which the Sub-Adviser or any of its principals properties may be bound, or affiliates violates or will violate any statute, law, regulation or judgment, injunction, order or decree applicable to the Sub-Adviser or any of its properties or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Sub-Adviser pursuant to the terms of any agreement or instrument to which it is a party, party or by which it may be bound or to which any of the property or assets of the Sub-Adviser is subject, which reasonably might be expected to except in any case under clause (i) result in or (ii) as would not have a Material Adverse Effect on the Sub-Adviser or on the ability of the Sub-Adviser to perform its obligations under this Agreement or the Sub-Advisory Agreement. The Sub-Adviser is not subject to any order of any court or of any arbitrator, regulatory body, administrative agency or other governmental body, agency or official that does or would have a Material Adverse Effect on the Sub-Adviser or does or would have a material and adverse change in effect on the ability of the Sub-Adviser to perform its obligations under this Agreement or the Sub-Advisory Agreement.
(e) The Sub-Adviser has full power and authority to enter into this Agreement and the Sub-Advisory Agreement; the execution and delivery of and the performance by the Sub-Adviser of its obligations under this Agreement and the Sub-Advisory Agreement have been duly and validly authorized by the Sub-Adviser’s condition ; and this Agreement and the Sub-Advisory Agreement have been duly executed and delivered by the Sub-Adviser and (financial or otherwise)assuming due and valid authorization, business or prospects, (iiexecution and delivery by the other parties hereto and thereto) affect adversely in any material respect any this Agreement and the Sub-Advisory Agreement constitutes the valid and legally binding agreement of the Sub-Adviser’s assets, (iii) materially impair enforceable against the Sub-Adviser in accordance with its terms, except as rights to indemnity and contribution hereunder may be limited by federal or state securities laws and subject to the qualification that the enforceability of the Sub-Adviser’s ability 's obligations hereunder and thereunder may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium and other laws relating to discharge or affecting creditors' rights generally and by general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law).
(f) The Sub-Adviser has the financial resources necessary for the performance of its services and obligations as contemplated in the Registration Statement and the Prospectus (or any amendment or supplement to either of them) or under this Agreement and the Sub-Advisory Agreement.
(g) The description of the Sub-Adviser in the Registration Statement and the Prospectus (or any amendment or supplement to either of them) complied and comply in all material respects with the provisions of the 1933 Act, or (iv) result in a matter which would require an amendment the 1940 Act, the Advisers Act, the Rules and Regulations and the Advisers Act Rules and Regulations; and such description and the statements attributable to the Sub-Adviser’s Form ADV, Part II; Adviser in the Registration Statement and the Sub-Adviser has not received any notice of an investigation by the Commission Prospectus (or any state regarding U.S. federal amendment or state securities laws, regulations or rules.
(csupplement to either of them) All references in the Disclosure Documents concerning the Sub-Adviser did not and its affiliates and the controlling persons, affiliates, stockholders, directors, officers and employees of any of the foregoing provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use in the Disclosure Documents, as well as all performance information provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use by MassMutual, are accurate in all material respects and do will not contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make such information the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading.
(dh) Subject Since the date as of which information is given in the Registration Statement or the Prospectus (or any amendment or supplement to adequate assurances either of confidentialitythem), except as otherwise stated therein, there has been no material adverse change in the condition (financial or other), business, properties, net assets or results of operations or business prospects of the Sub-Adviser, whether or not arising from the ordinary course of business that does or would have a Material Adverse Effect on the Sub-Adviser or does or would have a material and adverse effect on the ability of the Sub-Adviser to perform its obligations under this Agreement or the Sub-Advisory Agreement.
(i) The Sub-Adviser has such permits as are necessary to own its property and to conduct its business in the manner described in the Prospectus (and any amendment or supplement thereto); (ii) the Sub-Adviser has supplied tofulfilled and performed all its obligations with respect to such permits and no event has occurred which allows or, after notice or made available for review bylapse of time, MassMutual would allow, revocation or termination thereof or results in any other impairment of the rights of the Sub-Adviser under any such permit, subject in each case to such qualification as may be set forth in the Prospectus (and if requested by MassMutual any amendment or supplement thereto); and,
(iii) except as described in the Prospectus (and any amendment or supplement thereto), none of such permits contains any restriction that is materially burdensome to its designated auditor) all documents, statements, agreements and workpapers reasonably requested by it relating to accounts covered by the Sub-Adviser’s performance results ; except where the failure to obtain or perform its obligations with respect to such permits, or the restrictions set forth in such permits, as set forth in clauses (i), (ii) and which are (iii), either individually or in the aggregate, does or would have a Material Adverse Effect on the Sub-Adviser’s possession Adviser or does or would have a material and adverse effect on the ability of the Sub-Adviser to which it has access. The foregoing representations and warranties shall be continuing during perform its obligations under this Agreement or the term of this Sub-Advisory Agreement.
(j) The Sub-Advisory Agreement complies in all material respects with the applicable provisions of the 1940 Act, the 1940 Act Rules and Regulations, the Advisers Act and the Advisers Act Rules and Regulations.
Appears in 2 contracts
Samples: Underwriting Agreement (Neuberger Berman Realty Income Fund Inc), Underwriting Agreement (Neuberger Berman Real Estate Income Fund Inc)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to the Fund and MassMutual that:
(a) The Sub-Adviser has obtained all required governmental and regulatory licenses, registrations and approvals required by law as may be necessary to perform its obligations under this Sub-Advisory Agreement and to act as contemplated by the Trust Documents and the Disclosure Documents, including without limitation registration as an investment adviser under the Advisers Act, and will maintain and renew any required licenses, registrations, approvals and memberships during the term of this Sub-Advisory Agreement.
(b) There is no pending, or to the best of its knowledge, threatened or contemplated action, suit or proceeding before or by any court, governmental, administrative or self-regulatory body or arbitration panel to which the Sub-Adviser or any of its principals or affiliates is a party, or to which any of the assets of the Sub-Adviser is subject, which reasonably might be expected to (i) result in any material adverse change in the Sub-Adviser’s condition (financial or otherwise), business or prospects, (ii) affect adversely in any material respect any of the Sub-Adviser’s assets, (iii) materially impair the Sub-Adviser’s ability to discharge its obligations under this Sub-Advisory Agreement, or (iv) result in a matter which would require an amendment to the Sub-Adviser’s Form ADV, Part II; and the Sub-Adviser has not received any notice of an investigation by the Commission or any state regarding U.S. federal or state securities laws, regulations or rules.
(c) All references in the Disclosure Documents concerning the Sub-Adviser and its affiliates and the controlling persons, affiliates, stockholders, directors, officers and employees of any of the foregoing provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use in the Disclosure Documents, as well as all performance information provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use by MassMutual, are accurate in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make such information not misleading.
(d) Subject to adequate assurances of confidentiality, the Sub-Adviser has supplied to, or made available for review by, MassMutual and the Fund (and if requested by MassMutual them to its their designated auditorauditors) all documents, statements, agreements and workpapers reasonably requested by it them relating to accounts covered by the Sub-Adviser’s performance results and which are in the Sub-Adviser’s possession or to which it has access. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (MML Series Investment Fund), Investment Sub Advisory Agreement (Massmutual Select Funds)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to the Fund and MassMutual that:
(a) The Sub-Adviser has obtained all required governmental and regulatory licenses, registrations and approvals required by law as may be necessary to perform its obligations under this Sub-Advisory Agreement and to act as contemplated by the Trust Documents and the Disclosure Documents, including without limitation registration as an investment adviser under the Advisers Act, and will maintain and renew any required licenses, registrations, approvals and memberships during the term of this Sub-Advisory Agreement.
(b) There is no pending, or to the best of its knowledge, threatened or contemplated action, suit or proceeding before or by any court, governmental, administrative or self-regulatory body or arbitration panel to which the Sub-Adviser or any of its principals or affiliates is a party, or to which any of the assets of the Sub-Adviser is subject, which reasonably might be expected to (i) result in any material adverse change in the Sub-Adviser’s condition (financial or otherwise), business or prospects, (ii) affect adversely in any material respect any of the Sub-Adviser’s assets, (iii) materially impair the Sub-Adviser’s ability to discharge its obligations under this Sub-Advisory Agreement, or (iv) result in a matter which would require an amendment to the Sub-Adviser’s Form ADV, Part II; and the Sub-Adviser has not received any notice of an investigation by the Commission or any state regarding U.S. federal or state securities laws, regulations or rules.
(c) All references in the Disclosure Documents concerning the Sub-Adviser and its affiliates and the controlling persons, affiliates, stockholders, directors, officers and employees of any of the foregoing provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use in the Disclosure Documents, as well as all performance information provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use by MassMutual, are accurate in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make such information not misleading.
(d) Subject to adequate assurances of confidentiality, the Sub-Adviser has supplied to, or made available for review by, MassMutual (and if requested by MassMutual to its designated auditor) all documents, statements, agreements and workpapers reasonably requested by it relating to accounts covered by the Sub-Adviser’s performance results and which are in the Sub-Adviser’s possession or to which it has access. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (Massmutual Select Funds), Investment Sub Advisory Agreement (Massmutual Select Funds)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to the Fund and MassMutual that:
(a) The Sub-Adviser has obtained all required governmental and regulatory licenses, registrations and approvals required by law as may be necessary to perform its obligations under this Sub-Advisory Agreement and to act as contemplated by the Trust Documents and the Disclosure Documents, including without limitation registration as an investment adviser under the Advisers Act, and will maintain and renew any required licenses, registrations, approvals and memberships during the term of this Sub-Advisory Agreement.
(b) There is no pending, or to the best of its knowledge, threatened or contemplated action, suit or proceeding before or by any court, governmental, administrative or self-regulatory body or arbitration panel to which the Sub-Adviser or any of its principals or affiliates is a party, or to which any of the assets of the Sub-Adviser is subject, which that reasonably might be expected to (i) result in any material adverse change in the Sub-Adviser’s condition (financial or otherwise), business or prospects, (ii) affect adversely in any material respect any of the Sub-Adviser’s assets, (iii) materially impair the Sub-Adviser’s ability to discharge its obligations under this Sub-Advisory Agreement, or (iv) result in a matter which that would require an amendment to the Sub-Adviser’s Form ADV, Part II; and the Sub-Adviser has not received any notice of an investigation by the Commission or any state regarding U.S. federal or state securities laws, regulations or rulesrules other than routine examinations of the books and records of the Sub-Adviser.
(c) All references in the Disclosure Documents concerning the Sub-Adviser and its affiliates and the controlling persons, affiliates, stockholders, directors, officers and employees of any of the foregoing provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser Adviser, in each case in writing, for use in the Disclosure Documents, as well as all performance information provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser Adviser, in each case in writing, for use by MassMutualMassMutual in respect of the Fund, are accurate in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make such information under the circumstances in which it was provided not misleading.
(d) Subject to adequate assurances To the extent permitted by applicable contractual agreements and applicable laws, rules and regulations, including without limitation laws, rules and regulations limiting the disclosure of confidentialityso-called “nonpublic personal information, the Sub-Adviser has supplied to, or made its delegated auditor will make available for review by, by MassMutual (and and, if requested by MassMutual to MassMutual, its designated auditorauditors or attorneys) all documents, statements, agreements and workpapers reasonably requested by it audited reports relating to accounts covered by the Sub-Adviser’s Institutional Small Cap composite performance results and which are in the results. Sub-AdviserAdviser will make its or its delegated auditor’s possession or representatives available to which it has accessdiscuss any items contained in such audited reports. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (Massmutual Select Funds), Investment Sub Advisory Agreement (MML Series Investment Fund)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to the Fund and MassMutual thateach Underwriter as follows:
(a) The Sub-Adviser has obtained all required governmental is a limited liability company duly formed and regulatory licensesvalidly existing in good standing under the laws of the State of Delaware, registrations with full limited liability company power and approvals required by law authority to own, lease and operate its properties and to conduct its business as may be necessary described in each of the Registration Statement and the Prospectus (or any amendment or supplement to perform either of them) and is duly registered and qualified to conduct business and is in good standing in each jurisdiction or place where the nature of its obligations under this properties or conduct of its business requires such registration or qualification, except where the failure so to register or to qualify does or would not have a Material Adverse Effect on the Sub-Advisory Agreement and to act as contemplated by Adviser.
(b) The Sub-Adviser is duly registered with the Trust Documents and the Disclosure Documents, including without limitation registration Commission as an investment adviser under the Advisers Act and is not prohibited by the Advisers Act, the 1940 Act, the Advisers Act Rules and will maintain Regulations or the 1940 Act Rules and renew Regulations from acting under this Agreement or the Sub-Advisory Agreement for the Fund as contemplated by the Registration Statement or the Prospectus (or any amendment or supplement to either of them). There does not exist any proceeding, which, if determined adversely with respect to the Sub-Adviser, does or would have a material and adverse effect on the registration of the Sub-Adviser with the Commission.
(c) There are no legal or governmental proceedings pending or, to the knowledge of the Sub-Adviser, threatened against the Sub-Adviser that are required licensesto be described in the Registration Statement or the Prospectus (or any amendment or supplement to either of them) but are not described as required or that, registrationsif determined adversely with respect to the Sub-Adviser, approvals does or would have a Material Adverse Effect on the Sub-Adviser or does or would have a material and memberships during adverse effect on the term ability of the Sub-Adviser to perform its obligations under this Agreement or the Sub-Advisory Agreement.
(bd) There is no pendingNeither the execution, delivery or performance of this Agreement or the Sub-Advisory Agreement, nor the consummation by the Sub-Adviser of the transactions contemplated hereby or thereby (i) requires the Sub-Adviser to obtain any consent, approval, authorization or other order of, or to registration or filing with, the best of its knowledgeCommission, threatened or contemplated actionany state securities commission, suit or proceeding before or by any national securities exchange, any arbitrator, any court, governmentalregulatory body, administrative agency or selfother governmental body, agency or official having jurisdiction over the Sub-regulatory body Adviser or arbitration panel conflicts or will conflict with or constitutes or will constitute a breach of or a default under, the certificate of incorporation or bylaws, or other organizational documents of the Sub-Adviser or (ii) conflicts or will conflict with or constitutes or will constitute a breach of or a default under, any agreement, indenture, lease or other instrument to which the Sub-Adviser is a party or by which the Sub-Adviser or any of its principals properties may be bound, or affiliates violates or will violate any statute, law, regulation or judgment, injunction, order or decree applicable to the Sub-Adviser or any of its properties or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Sub-Adviser pursuant to the terms of any agreement or instrument to which it is a party, party or by which it may be bound or to which any of the property or assets of the Sub-Adviser is subject, which reasonably might be expected to except in any case under clause (i) result in or (ii) as would not have a Material Adverse Effect on the Sub-Adviser or on the ability of the Sub-Adviser to perform its obligations under this Agreement or the Sub-Advisory Agreement. The Sub-Adviser is not subject to any order of any court or of any arbitrator, regulatory body, administrative agency or other governmental body, agency or official that does or would have a Material Adverse Effect on the Sub-Adviser or does or would have a material and adverse change in effect on the ability of the Sub-Adviser to perform its obligations under this Agreement or the Sub-Advisory Agreement.
(e) The Sub-Adviser has full power and authority to enter into this Agreement and the Sub-Advisory Agreement; the execution and delivery of and the performance by the Sub-Adviser of its obligations under this Agreement and the Sub-Advisory Agreement have been duly and validly authorized by the Sub-Adviser’s condition ; and this Agreement and the Sub-Advisory Agreement have been duly executed and delivered by the Sub-Adviser and (financial or otherwise)assuming due and valid authorization, business or prospects, (iiexecution and delivery by the other parties hereto and thereto) affect adversely in any material respect any this Agreement and the Sub-Advisory Agreement constitutes the valid and legally binding agreement of the Sub-Adviser’s assets, (iii) materially impair enforceable against the Sub-Adviser in accordance with its terms, except as rights to indemnity and contribution hereunder may be limited by federal or state securities laws and subject to the qualification that the enforceability of the Sub-Adviser’s ability 's obligations hereunder and thereunder may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium and other laws relating to discharge or affecting creditors' rights generally and by general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law).
(f) The Sub-Adviser has the financial resources necessary for the performance of its services and obligations as contemplated in the Registration Statement and the Prospectus (or any amendment or supplement to either of them) or under this Agreement and the Sub-Advisory Agreement.
(g) The description of the Sub-Adviser in the Registration Statement and the Prospectus (or any amendment or supplement to either of them) complied and comply in all material respects with the provisions of the 1933 Act, or (iv) result in a matter which would require an amendment the 1940 Act, the Advisers Act, the Rules and Regulations and the Advisers Act Rules and Regulations; and such description and the statements attributable to the Sub-Adviser’s Form ADV, Part II; Adviser in the Registration Statement and the Sub-Adviser has not received any notice of an investigation by the Commission Prospectus (or any state regarding U.S. federal amendment or state securities laws, regulations or rules.
(csupplement to either of them) All references in the Disclosure Documents concerning the Sub-Adviser did not and its affiliates and the controlling persons, affiliates, stockholders, directors, officers and employees of any of the foregoing provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use in the Disclosure Documents, as well as all performance information provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use by MassMutual, are accurate in all material respects and do will not contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make such information the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading.
(dh) Subject Since the date as of which information is given in the Registration Statement or the Prospectus (or any amendment or supplement to adequate assurances either of confidentialitythem), except as otherwise stated therein, there has been no material adverse change in the condition (financial or other), business, properties, net assets or results of operations or business prospects of the Sub-Adviser, whether or not arising from the ordinary course of business that does or would have a Material Adverse Effect on the Sub-Adviser or does or would have a material and adverse effect on the ability of the Sub-Adviser to perform its obligations under this Agreement or the Sub-Advisory Agreement.
(i) The Sub-Adviser has such permits as are necessary to own its property and to conduct its business in the manner described in the Prospectus (and any amendment or supplement thereto); (ii) the Sub-Adviser has fulfilled and performed all its obligations with respect to such permits and no event has occurred, which allows or, after notice or lapse of time, would allow, revocation or termination thereof or results in any other impairment of the rights of the Sub-Adviser under any such permit, subject in each case to such qualification as may be set forth in the Prospectus (and any amendment or supplement thereto); and,
(iii) except as described in the Prospectus (and any amendment or supplement thereto), none of such permits contains any restriction that is materially burdensome to the Sub-Adviser; except where the failure to obtain or perform its obligations with respect to such permits, or the restrictions set forth in such permits, as set forth in clauses (i), (ii) and (iii), either individually or in the aggregate, does or would have a Material Adverse Effect on the Sub-Adviser or does or would have a material and adverse effect on the ability of the Sub-Adviser to perform its obligations under this Agreement or the Sub-Advisory Agreement.
(j) The Sub-Advisory Agreement complies in all material respects with the applicable provisions of the 1940 Act, the 1940 Act Rules and Regulations, the Advisers Act and the Advisers Act Rules and Regulations.
(k) Except as stated in this Agreement and in the Prospectus (and any amendment or supplement thereto), the Sub-Adviser has supplied tonot taken and will not take, directly or made available for review byindirectly, MassMutual (and if requested by MassMutual any action designed to its designated auditor) all documentsor which could cause or result in or which will constitute stabilization or manipulation of the price of the Shares in violation of federal securities laws and, statements, agreements and workpapers reasonably requested by it relating to accounts covered by the Sub-Adviser’s performance results and which are in 's knowledge, no such action has been, or will be, taken by any affiliates of the Sub-Adviser’s possession or to which it has access. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.
Appears in 2 contracts
Samples: Underwriting Agreement (Neuberger Berman Real Estate Securities Income Fund Inc), Underwriting Agreement (Neuberger Berman Real Estate Securities Income Fund Inc)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to the Fund and MassMutual that:
(a) The Sub-Adviser has obtained all required governmental and regulatory licenses, registrations and approvals required by law as may be necessary to perform its obligations under this Sub-Advisory Agreement and to act as contemplated by the Trust Documents and the Disclosure Documents, including without limitation registration as an investment adviser under the Advisers Act, and will maintain and renew any required licenses, registrations, approvals and memberships during the term of this Sub-Advisory Agreement.
(b) There is no pending, or to the best of its knowledge, threatened or contemplated action, suit or proceeding before or by any court, governmental, administrative or self-regulatory body or arbitration panel to which the Sub-Adviser or any of its principals or affiliates is a party, or to which any of the assets of the Sub-Adviser is subject, which reasonably might be expected to (i) result in any material adverse change in the Sub-Adviser’s condition (financial or otherwise), business or prospects, (ii) affect adversely in any material respect any of the Sub-Adviser’s assets, and (iii) materially impair the Sub-Adviser’s ability to discharge its obligations under this Sub-Advisory Agreement, or (iv) result in a matter which would require an amendment to the Sub-Adviser’s Form ADV, Part II; and the Sub-Adviser has not received any notice of an investigation by the Commission or any state regarding U.S. federal or state securities laws, regulations or rules.
(c) All references in the Disclosure Documents concerning the Sub-Adviser and its affiliates and the controlling persons, affiliates, stockholders, directors, officers and employees of any of the foregoing provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use in the Disclosure Documents, as well as all performance information provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use by MassMutual, are accurate in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make such information not misleading.
(d) Subject to adequate assurances of confidentiality, the Sub-Adviser has supplied to, or made available for review by, MassMutual (and if requested by MassMutual to its designated auditor) all documents, statements, agreements and workpapers reasonably requested by it relating to accounts covered by the Sub-Adviser’s performance results and which are in the Sub-Adviser’s possession or to which it has access. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (MML Series Investment Fund), Investment Sub Advisory Agreement (Massmutual Select Funds)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to the Fund and MassMutual that:
(a) The Sub-Adviser has obtained all required governmental and regulatory licenses, registrations and approvals required by law as may be necessary to perform its obligations under this Sub-Advisory Agreement and to act as contemplated by the Trust Documents and the Disclosure Documents, including without limitation registration as an investment adviser under the Advisers Act, and will maintain and renew any required licenses, registrations, approvals and memberships during the term of this Sub-Advisory Agreement.
(b) There is no pending, or to the best of its knowledge, threatened or contemplated action, suit or proceeding before or by any court, governmental, administrative or self-regulatory body or arbitration panel to which the Sub-Adviser or any of its principals or affiliates is a party, or to which any of the assets of the Sub-Adviser is subject, which reasonably might be expected to (i) result in any material adverse change in the Sub-Adviser’s condition (financial or otherwise), business or prospects, (ii) affect adversely in any material respect any of the Sub-Adviser’s assets, (iii) materially impair the Sub-Adviser’s ability to discharge its obligations under this Sub-Advisory Agreement, or (iv) result in a matter which would require an amendment to the Sub-Adviser’s Form ADV, Part II; and the Sub-Adviser has not received any notice of an investigation by the Commission or any state regarding U.S. federal or state securities laws, regulations or rules.
(c) All references in the Disclosure Documents concerning the Sub-Adviser and its affiliates and the controlling persons, affiliates, stockholders, directors, officers and employees of any of the foregoing provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use in the Disclosure Documents, as well as all performance information provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use by MassMutual, are accurate in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make such information not misleading.
(d) Subject to adequate assurances of confidentiality, the Sub-Adviser has supplied to, will cooperate with MassMutual by providing explanatory information or made available for review by, MassMutual (and if other documentation reasonably requested by MassMutual for its own purpose, or in order to its designated auditor) all documentsrespond to a regulatory request, statements, agreements and workpapers reasonably requested by it relating to accounts covered by the Sub-Adviser’s performance results for the Fund or for any account with investment objectives, policies and which are in investment strategies similar to that of the Sub-Adviser’s possession or to which it has accessFund. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (MML Series Investment Fund), Investment Sub Advisory Agreement (MML Series Investment Fund)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to the Fund and MassMutual thateach Underwriter as follows:
(a) The Sub-Adviser has obtained all required governmental is a limited liability company duly formed and regulatory licensesvalidly existing in good standing under the laws of the State of Delaware, registrations with full limited liability company power and approvals required by law authority to own, lease and operate its properties and to conduct its business as may be necessary described in each of the Registration Statement and the Prospectus (or any amendment or supplement to perform either of them) and is duly registered and qualified to conduct business and is in good standing in each jurisdiction or place where the nature of its obligations under this properties or conduct of its business requires such registration or qualification, except where the failure so to register or to qualify does or would not have a Material Adverse Effect on the Sub-Advisory Agreement and to act as contemplated by Adviser.
(b) The Sub-Adviser is duly registered with the Trust Documents and the Disclosure Documents, including without limitation registration Commission as an investment adviser under the Advisers Act and is not prohibited by the Advisers Act, the 1940 Act, the Advisers Act Rules and will maintain Regulations or the 1940 Act Rules and renew Regulations from acting under this Agreement or the Sub-Advisory Agreement for the Fund as contemplated by the Registration Statement or the Prospectus (or any amendment or supplement to either of them). There does not exist any proceeding which, if determined adversely with respect to the Sub-Adviser, does or would have a material and adverse effect on the registration of the Sub-Adviser with the Commission.
(c) There are no legal or governmental proceedings pending or, to the knowledge of the Sub-Adviser, threatened against the Sub-Adviser that are required licensesto be described in the Registration Statement or the Prospectus (or any amendment or supplement to either of them) but are not described as required or that, registrationsif determined adversely with respect to the Sub-Adviser, approvals does or would have a Material Adverse Effect on the Sub-Adviser or does or would have a material and memberships during adverse effect on the term ability of the Sub-Adviser to perform its obligations under this Agreement or the Sub-Advisory Agreement.
(bd) There is no pendingNeither the execution, delivery or performance of this Agreement or the Sub-Advisory Agreement, nor the consummation by the Sub-Adviser of the transactions contemplated hereby or thereby (i) requires the Sub-Adviser to obtain any consent, approval, authorization or other order of, or to registration or filing with, the best of its knowledgeCommission, threatened or contemplated actionany state securities commission, suit or proceeding before or by any national securities exchange, any arbitrator, any court, governmentalregulatory body, administrative agency or selfother governmental body, agency or official having jurisdiction over the Sub-regulatory body Adviser or arbitration panel conflicts or will conflict with or constitutes or will constitute a breach of or a default under, the certificate of incorporation or bylaws, or other organizational documents of the Sub-Adviser or (ii) conflicts or will conflict with or constitutes or will constitute a breach of or a default under, any agreement, indenture, lease or other instrument to which the Sub-Adviser is a party or by which the Sub-Adviser or any of its principals properties may be bound, or affiliates violates or will violate any statute, law, regulation or judgment, injunction, order or decree applicable to the Sub-Adviser or any of its properties or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Sub-Adviser pursuant to the terms of any agreement or instrument to which it is a party, party or by which it may be bound or to which any of the property or assets of the Sub-Adviser is subject, which reasonably might be expected to except in any case under clause (i) result in or (ii) as would not have a Material Adverse Effect on the Sub-Adviser or on the ability of the Sub-Adviser to perform its obligations under this Agreement or the Sub-Advisory Agreement. The Sub-Adviser is not subject to any order of any court or of any arbitrator, regulatory body, administrative agency or other governmental body, agency or official that does or would have a Material Adverse Effect on the Sub-Adviser or does or would have a material and adverse change in effect on the ability of the Sub-Adviser to perform its obligations under this Agreement or the Sub-Advisory Agreement.
(e) The Sub-Adviser has full power and authority to enter into this Agreement and the Sub-Advisory Agreement; the execution and delivery of and the performance by the Sub-Adviser of its obligations under this Agreement and the Sub-Advisory Agreement have been duly and validly authorized by the Sub-Adviser’s condition ; and this Agreement and the Sub-Advisory Agreement have been duly executed and delivered by the Sub-Adviser and (financial or otherwise)assuming due and valid authorization, business or prospects, (iiexecution and delivery by the other parties hereto and thereto) affect adversely in any material respect any this Agreement and the Sub-Advisory Agreement constitutes the valid and legally binding agreement of the Sub-Adviser’s assets, (iii) materially impair enforceable against the Sub-Adviser in accordance with its terms, except as rights to indemnity and contribution hereunder may be limited by federal or state securities laws and subject to the qualification that the enforceability of the Sub-Adviser’s ability 's obligations hereunder and thereunder may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium and other laws relating to discharge or affecting creditors' rights generally and by general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law).
(f) The Sub-Adviser has the financial resources necessary for the performance of its services and obligations as contemplated in the Registration Statement and the Prospectus (or any amendment or supplement to either of them) or under this Agreement and the Sub-Advisory Agreement.
(g) The description of the Sub-Adviser in the Registration Statement and the Prospectus (or any amendment or supplement to either of them) complied and comply in all material respects with the provisions of the 1933 Act, or (iv) result in a matter which would require an amendment the 1940 Act, the Advisers Act, the Rules and Regulations and the Advisers Act Rules and Regulations; and such description and the statements attributable to the Sub-Adviser’s Form ADV, Part II; Adviser in the Registration Statement and the Sub-Adviser has not received any notice of an investigation by the Commission Prospectus (or any state regarding U.S. federal amendment or state securities laws, regulations or rules.
(csupplement to either of them) All references in the Disclosure Documents concerning the Sub-Adviser did not and its affiliates and the controlling persons, affiliates, stockholders, directors, officers and employees of any of the foregoing provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use in the Disclosure Documents, as well as all performance information provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use by MassMutual, are accurate in all material respects and do will not contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make such information the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading.
(dh) Subject Since the date as of which information is given in the Registration Statement or the Prospectus (or any amendment or supplement to adequate assurances either of confidentialitythem), except as otherwise stated therein, there has been no material adverse change in the condition (financial or other), business, properties, net assets or results of operations or business prospects of the Sub-Adviser, whether or not arising from the ordinary course of business that does or would have a Material Adverse Effect on the Sub-Adviser or does or would have a material and adverse effect on the ability of the Sub-Adviser to perform its obligations under this Agreement or the Sub-Advisory Agreement.
(i) The Sub-Adviser has such licenses, permits, and authorizations of governmental or regulatory authorities ("permits") as are necessary to own its property and to conduct its business in the manner described in the Prospectus (and any amendment or supplement thereto); (ii) the Sub-Adviser has supplied tofulfilled and performed all its obligations with respect to such permits and no event has occurred which allows or, after notice or made available for review bylapse of time, MassMutual would allow, revocation or termination thereof or
(iii) except as described in the Prospectus (and if requested by MassMutual any amendment or supplement thereto), none of such permits contains any restriction that is materially burdensome to its designated auditor) all documents, statements, agreements and workpapers reasonably requested by it relating to accounts covered by the Sub-Adviser’s performance results ; except where the failure to obtain or perform its obligations with respect to such permits, or the restrictions set forth in such permits, as set forth in clauses (i), (ii) and which are (iii), either individually or in the aggregate, does or would have a Material Adverse Effect on the Sub-Adviser’s possession Adviser or does or would have a material and adverse effect on the ability of the Sub-Adviser to which it has access. The foregoing representations and warranties shall be continuing during perform its obligations under this Agreement or the term of this Sub-Advisory Agreement.
(j) The Sub-Advisory Agreement complies in all material respects with the applicable provisions of the 1940 Act, the 1940 Act Rules and Regulations, the Advisers Act and the Advisers Act Rules and Regulations.
Appears in 2 contracts
Samples: Underwriting Agreement (Neuberger Berman Real Estate Income Fund Inc), Underwriting Agreement (Neuberger Berman Real Estate Income Fund Inc)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to the Fund and MassMutual thateach Underwriter as follows:
(a) The Sub-Adviser has obtained all required governmental is a limited liability company duly formed and regulatory licensesvalidly existing in good standing under the laws of the State of Delaware, registrations with full limited liability company power and approvals required by law authority to own, lease and operate its properties and to conduct its business as may be necessary described in each of the Registration Statement and the Prospectus (or any amendment or supplement to perform either of them) and is duly registered and qualified to conduct business and is in good standing in each jurisdiction or place where the nature of its obligations under this properties or conduct of its business requires such registration or qualification, except where the failure so to register or to qualify would not have a material, adverse affect on the condition (financial or other), general affairs, business, properties, net assets or results of operations of the Sub-Advisory Agreement and to act as contemplated by Adviser, the Trust Documents and Adviser or the Disclosure Documents, including without limitation registration Fund.
(b) The Sub-Adviser is duly registered with the Commission as an investment adviser under the Advisers Act and is not prohibited by the Advisers Act, the 1940 Act, the Advisers Act Rules and will maintain Regulations or the 1940 Act Rules and renew Regulations from acting under the Sub-Advisory Agreement for the Fund as contemplated by the Registration Statement or the Prospectus (or any amendment or supplement to either of them). There does not exist any proceeding which could have a material adverse affect on the registration of the Sub-Adviser with the Commission.
(c) There are no legal or governmental proceedings pending or, to the knowledge of the Sub-Adviser, threatened against the Sub-Adviser that are required licensesto be described in the Registration Statement or the Prospectus (or any amendment or supplement to either of them) but are not described as required or that could result in any material, registrationsadverse change in the condition (financial or other), approvals and memberships during properties, net assets or results of operations of the term Sub-Adviser or that may have a material, adverse effect on the ability of the Sub-Adviser to perform its obligations under this Agreement or the Sub-Advisory Agreement.
(bd) There is no pendingNeither the execution, delivery or performance of this Agreement or the Sub-Advisory Agreement by the Sub-Adviser, nor the consummation by the Sub-Adviser of the transactions contemplated hereby or thereby (i) requires the Sub-Adviser to obtain any consent, approval, authorization or other order of, or to registration or filing with, the best of its knowledgeCommission, threatened or contemplated actionthe NASD, suit or proceeding before or by any state securities commission, any national securities exchange, any arbitrator, any court, governmentalregulatory body, administrative agency or selfother governmental body, agency or official having jurisdiction over the Sub-regulatory body Adviser or arbitration panel conflicts or will conflict with or constitutes or will constitute a breach of or a default under, the certificate of incorporation or bylaws, or other organizational documents of the Sub-Adviser or (ii) conflicts or will conflict with or constitutes or will constitute a material breach of or a default under, any material agreement, indenture, lease or other instrument to which the Sub-Adviser is a party or by which the Sub-Adviser or any of its principals properties may be bound, or affiliates materially violates or will materially violate any material statute, law, regulation or judgment, injunction, order or decree applicable to the Sub-Adviser or any of its properties or will result in the creation or imposition of any material lien, charge or encumbrance upon any property or assets of the Sub-Adviser pursuant to the terms of any agreement or instrument to which it is a party, party or by which it may be bound or to which any of the property or assets of the Sub-Adviser is subject, which reasonably might be expected to except in any case under clause (i) result in any or (ii) as would not have a material adverse change in effect on the ability of the Sub-Adviser’s condition Adviser to perform its obligations under this Agreement and the Sub-Advisory Agreement. The Sub-Adviser is not subject to any order of any court or of any arbitrator, regulatory body, administrative agency or governmental body, agency or official.
(financial or otherwise)e) The Sub-Adviser has full power and authority to enter into this Agreement and the Sub-Advisory Agreement, business or prospectsthe execution and delivery of, (ii) affect adversely in any material respect any and the performance by the Sub-Adviser of its obligations under, this Agreement and the Sub-Advisory Agreement have been duly and validly authorized by the Sub-Adviser and this Agreement and the Sub-Advisory Agreement have been duly executed and delivered by the Sub-Adviser and constitute the valid and legally binding agreements of the Sub-Adviser’s assets, (iii) materially impair enforceable against the Sub-Adviser in accordance with their terms, except as rights to indemnity and contribution hereunder may be limited by federal or state securities laws and subject to the qualification that the enforceability of the Sub-Adviser’s ability 's obligations hereunder and thereunder may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium and other laws relating to discharge or affecting creditors' rights generally and by general equitable principles whether enforcement is considered in a proceeding in equity or at law.
(f) The Sub-Adviser has the financial resources necessary for the performance of its services and obligations as contemplated in the Registration Statement and the Prospectus (or any amendment or supplement to either of them) or under this Agreement or the Sub-Advisory Agreement, or (iv) result in a matter which would require an amendment to the Sub-Adviser’s Form ADV, Part II; and the Sub-Adviser has not received any notice of an investigation by the Commission or any state regarding U.S. federal or state securities laws, regulations or rules.
(cg) All references in the Disclosure Documents concerning The description of the Sub-Adviser and its affiliates business, and the controlling persons, affiliates, stockholders, directors, officers and employees of any of the foregoing provided statements attributable to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use Adviser, in the Disclosure Documents, as well as all performance information provided Registration Statement or the Prospectus (or any amendment or supplement to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use by MassMutual, are accurate either of them) complied and comply in all material respects with the provisions of the 1933 Act, the 1940 Act, the Advisers Act, the Rules and do Regulations and the Advisers Act Rules and Regulations and did not and will not contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make such information the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading.
(dh) Subject Since the date as of which information is given in the Registration Statement or the Prospectus (or any amendment or supplement to adequate assurances either of confidentialitythem), except as otherwise stated therein, (i) there has been no material adverse change in the condition (financial or other), business, properties, net assets or results of operations or business prospects of the Sub-Adviser, whether or not arising from the ordinary course of business and (ii) there have been no transactions entered into by the Sub-Adviser which are material to the Sub-Adviser other than those in the ordinary course of its business as described in the Prospectus.
(i) The Sub-Adviser has such licenses, permits and authorizations of governmental or regulatory authorities ("permits") as are necessary to own its property and to conduct its business in the manner described in the Prospectus (and any amendment or supplement thereto); the Sub-Adviser has fulfilled and performed all its obligations with respect to such permits and no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other impairment of the rights of the Sub-Adviser under any such permit.
(j) This Agreement and the Sub-Advisory Agreement each do not violate any applicable provisions of the 1940 Act, the 1940 Act Rules and Regulations, the Advisers Act and the Advisers Act Rules and Regulations.
(k) Except as stated in this Agreement, the Registration Statement or the Prospectus (or in any amendment or supplement to any of the foregoing), the Sub-Adviser has supplied tonot taken and will not take, directly or made available for review byindirectly, MassMutual (any action designed to or which might reasonably be expected to cause or result in or which will constitute stabilization or manipulation of the price of the Shares or of any securities issued by the Fund to facilitate the sale or resale of the Shares, in each case, in violation of federal securities laws and if requested the Sub-Adviser is not aware of any such action taken or to be taken by MassMutual to its designated auditor) all documents, statements, agreements and workpapers reasonably requested by it relating to accounts covered by any affiliates of the Sub-Adviser’s performance results and which are in the Sub-Adviser’s possession or to which it has access. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.
Appears in 1 contract
Samples: Underwriting Agreement (Hyperion Strategic Mortgage Income Fund Inc)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to the Fund and MassMutual thateach Underwriter as follows:
(a) The Sub-Adviser has obtained all required governmental is a limited liability company duly organized and regulatory licensesvalidly existing in good standing under the laws of the State of Missouri, registrations with full limited liability company power and approvals required by law authority to conduct its business as may be necessary described in each of the Registration Statement and the Prospectus (or any amendment or supplement to perform either of them) and is duly registered and qualified to conduct business and is in good standing in each jurisdiction or place where the nature of its obligations under this properties or conduct of its business requires such registration or qualification, except where the failure so to register or to qualify would not have a material adverse effect on the condition (financial or other), general affairs, business, properties, net assets or results of operations of the Sub-Advisory Agreement and to act as contemplated by Adviser or the Trust Documents and Fund.
(b) The Sub-Adviser is duly registered with the Disclosure Documents, including without limitation registration Commission as an investment adviser under the Advisers Act and is not prohibited by the Advisers Act, the 1940 Act, the Advisers Act Rules and will maintain Regulations or the 1940 Act Rules and renew Regulations from acting under the Sub-Advisory Agreement for the Fund as contemplated by the Registration Statement or the Prospectus (or any amendment or supplement to either of them). There does not exist any proceeding which could have a Material Adverse Effect on the registration of the Sub-Adviser with the Commission.
(c) There are no legal or governmental proceedings pending or, to the knowledge of the Sub-Adviser, threatened against the Sub-Adviser that are required licensesto be described in the Registration Statement or the Prospectus (or any amendment or supplement to either of them) but are not described as required or that could result in any Material Adverse Effect on the Sub-Adviser or that may have a material, registrations, approvals and memberships during adverse effect on the term ability of the Sub-Adviser to perform its obligations under this Agreement or the Sub-Advisory Agreement.
(bd) There is no pendingNeither the execution, delivery or performance of this Agreement or the Sub-Advisory Agreement by the Sub-Adviser, nor the consummation by the Adviser of the transactions contemplated hereby or thereby (i) requires the Sub-Adviser to obtain any consent, approval, authorization or other order of, or to registration or filing with, the best of its knowledgeCommission, threatened or contemplated actionthe NASD, suit or proceeding before or by any state securities commission, any national securities exchange, any arbitrator, any court, governmentalregulatory body, administrative agency or selfother governmental body, agency or official having jurisdiction over the Sub-regulatory body Adviser or arbitration panel conflicts or will conflict with or constitutes or will constitute a breach of or a default under, the limited liability company agreement or bylaws of the Sub-Adviser or (ii) conflicts or will conflict with or constitutes or will constitute a breach of or a default under, any agreement, indenture, lease or other instrument to which the Sub-Adviser is a party or by which the Sub-Adviser or any of its principals properties may be bound, or affiliates violates or will violate any statute, law, regulation or judgment, injunction, order or decree applicable to the Sub-Adviser or any of its properties or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Sub-Adviser pursuant to the terms of any agreement or instrument to which it is a party, party or by which it may be bound or to which any of the property or assets of the
(e) The Sub-Adviser has full power and authority to enter into this Agreement and the Sub-Advisory Agreement; the execution and delivery of, and the performance by the Sub-Adviser is subjectof its obligations under, which reasonably might be expected to (i) result in any material adverse change in this Agreement and the Sub-Advisory Agreement have been duly and validly authorized by the Sub-Adviser’s condition (financial or otherwise), business or prospects, (ii) affect adversely in any material respect any ; and this Agreement and the Sub-Advisory Agreement have been duly executed and delivered by the Sub-Adviser and constitute the valid and legally binding agreements of the Sub-Adviser’s assets, (iii) materially impair enforceable against the Sub-Adviser in accordance with their terms, except as rights to indemnity and contribution hereunder may be limited by federal or state securities laws and subject to the qualification that the enforceability of the Sub-Adviser’s ability 's obligations hereunder and thereunder may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium and other laws relating to discharge or affecting creditors' rights generally and by general equitable principles whether enforcement is considered in a proceeding in equity or at law.
(f) The Sub-Adviser has the financial resources necessary for the performance of its services and obligations as contemplated in the Registration Statement and the Prospectus (or any amendment or supplement to either of them) or under this Agreement and the Sub-Advisory Agreement, or (iv) result in a matter which would require an amendment to the Sub-Adviser’s Form ADV, Part II; and the Sub-Adviser has not received any notice of an investigation by the Commission or any state regarding U.S. federal or state securities laws, regulations or rules.
(cg) All references in the Disclosure Documents concerning The description of the Sub-Adviser and its affiliates business, and the controlling personsstatements attributable to the Adviser, affiliates, stockholders, directors, officers and employees of any of the foregoing provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use in the Disclosure Documents, as well as all performance information provided Registration Statement or the Prospectus (or any amendment or supplement to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use by MassMutual, are accurate either of them) complied and comply in all material respects with the provisions of the 1933 Act, the 1940 Act, the Advisers Act, the Trust Indenture Act, the Rules and do Regulations and the Advisers Act Rules and Regulations and did not and will not contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make such information the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading.
(dh) Subject Since the date as of which information is given in the Registration Statement or the Prospectus (or any amendment or supplement to adequate assurances either of confidentialitythem), except as otherwise stated therein, (i) there has been no material adverse change in the condition (financial or other), business, properties, net assets or results of operations or business prospects of the Sub-Adviser, whether or not arising from the ordinary course of business, and (ii) there have been no transactions entered into by the Sub-Adviser which are material to the Sub-Adviser other than those in the ordinary course of its business as described in the Prospectus.
(i) The Sub-Adviser has such permits as are necessary to own its property and to conduct its business in the manner described in the Prospectus (and any amendment or supplement thereto); and the Sub-Adviser has fulfilled and performed all its material obligations with respect to such permits and no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other impairment of the rights of the Adviser under any such permit.
(j) None of this Agreement nor the Sub-Advisory Agreement violates any applicable provisions of the 1940 Act, the 1940 Act Rules and Regulations, the Advisers Act and the Advisers Act Rules and Regulations.
(k) Except as stated in this Agreement, the Registration Statement or the Prospectus (or in any amendment or supplement to any of the foregoing), the Sub-Adviser has supplied tonot taken and will not take, directly or made available for review byindirectly, MassMutual (any action designed to or which might reasonably be expected to cause or result in or which will constitute stabilization or manipulation of the price of the Energy Notes or of any securities issued by the Fund to facilitate the sale or resale of the Energy Notes, in each case, in violation of federal securities laws and if requested the Sub-Adviser is not aware of any such action taken or to be taken by MassMutual to its designated auditor) all documents, statements, agreements and workpapers reasonably requested by it relating to accounts covered by any affiliates of the Sub-Adviser’s performance results and which are in the Sub-Adviser’s possession or to which it has access. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.
Appears in 1 contract
Samples: Underwriting Agreement (Energy Income & Growth Fund)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to the Fund and MassMutual thateach Underwriter as follows:
(a) The Sub-Adviser has obtained all required governmental is a corporation duly organized and regulatory licensesvalidly existing in good standing under the laws of the State of Connecticut, registrations with full corporate power and approvals required by law authority to own, lease and operate its properties and to conduct its business as may be necessary described in each of the Registration Statement and the Prospectus (or any amendment or supplement to perform either of them) and is duly registered and qualified to conduct business and is in good standing in each jurisdiction or place where the nature of its obligations under this properties or conduct of its business requires such registration or qualification, except where the failure so to register or to qualify would not have a Material Adverse Effect on the Sub-Advisory Agreement and to act as contemplated by Adviser or the Trust Documents and Fund.
(b) The Sub-Adviser is duly registered with the Disclosure Documents, including without limitation registration Commission as an investment adviser under the Advisers Act and is not prohibited by the Advisers Act, the 1940 Act, the Advisers Act Rules and will maintain Regulations or the 1940 Act Rules and renew Regulations from acting under the Sub-Advisory Agreement for the Fund as contemplated by the Registration Statement or the Prospectus (or any amendment or supplement to either of them). There does not exist any proceeding which could have a material adverse effect on the registration of the Sub-Adviser with the Commission.
(c) There are no legal or governmental proceedings pending or, to the knowledge of the Sub-Adviser, threatened against the Sub-Adviser that are required licenses, registrations, approvals and memberships during to be described in the term Registration Statement or the Prospectus (or any amendment or supplement to either of them) but are not described as required or that would reasonably be expected to result in any Material Adverse Effect on the Sub-Adviser or that would be reasonably expected to have a material adverse effect on the ability of the Sub-Adviser to perform its obligations under this Agreement or the Sub-Advisory Agreement.
(bd) There is no pendingNeither the execution, delivery or performance by the Sub-Adviser of this Agreement or the Sub-Advisory Agreement (this Agreement and the Sub-Advisory Agreement being referred to herein as the "Sub-Adviser Agreements"), nor the consummation by the Sub-Adviser of the transactions contemplated hereby or thereby (i) requires the Sub-Adviser to obtain any consent, approval, authorization or other order of, or to registration or filing which has not yet been made or obtained with, the best of its knowledgeCommission, threatened or contemplated actionthe NASD, suit or proceeding before or by any state securities commission, any national securities exchange, any arbitrator, any court, governmentalregulatory body, administrative agency or selfother governmental body, agency or official having jurisdiction over the Sub-regulatory body Adviser (except compliance with securities or arbitration panel Blue Sky laws of various jurisdictions which have been or will be effected in accordance with this Agreement and except for compliance with the filing requirements of the NASD Division of Corporate Finance) or conflicts or will conflict with or constitutes or will constitute a breach of or a default under, the certificate of incorporation or bylaws, or other organizational documents of the Sub-Adviser or (ii) conflicts or will conflict with or constitutes or will constitute a material breach of or a default under, any material agreement, indenture, lease or other instrument to which the Sub-Adviser is a party or by which the Sub-Adviser or any of its principals properties may be bound, or affiliates materially violates or will materially violate any material statute, law, regulation or judgment, injunction, order or decree applicable to the Sub-Adviser or any of its properties or will result in the creation or imposition of any material lien, charge or encumbrance upon any property or assets of the Sub-Adviser pursuant to the terms of any agreement or instrument to which it is a party, party or by which it may be bound or to which any of the property or assets of the Sub-Adviser is subject, which reasonably might be expected to except in any case under clause (i) result in any or (ii) as would not have a material adverse change in effect on the ability of the Sub-Adviser’s condition (financial or otherwise), business or prospects, (ii) affect adversely in any material respect Adviser to perform its obligations under any of the Sub-Adviser’s assetsAdviser Agreements. The Sub-Adviser is not subject to any order of any court or of any arbitrator, regulatory body, administrative agency or other governmental body, agency or official.
(iiie) materially impair The Sub-Adviser has full power and authority to enter into each of the Sub-Adviser Agreements, the execution and delivery of, and the performance by the Sub-Adviser of its obligations under, each of the Sub-Adviser Agreements have been duly and validly authorized by the Sub-Adviser and each of the Sub-Adviser Agreements have been duly executed and delivered by the Sub-Adviser and constitute the valid and legally binding agreements of the Sub-Adviser’s ability to discharge its obligations under this , enforceable against the Sub-Advisory AgreementAdviser in accordance with their terms, except as rights to indemnity and contribution hereunder may be limited by federal or (iv) result in a matter which would require an amendment state securities laws and subject to the qualification that the enforceability of the Sub-Adviser’s Form ADV's obligations hereunder and thereunder may be limited by bankruptcy, Part II; fraudulent conveyance, insolvency, reorganization, moratorium and other laws relating to or affecting creditors' rights generally and by general equitable principles whether enforcement is considered in a proceeding in equity or at law.
(f) The Sub-Adviser has the financial resources available to it necessary for the performance of its services and obligations as contemplated in the Registration Statement and the Prospectus (or any amendment or supplement to either of them) or under each of the Sub-Adviser has not received any notice of an investigation by the Commission or any state regarding U.S. federal or state securities laws, regulations or rulesAgreements.
(cg) All references in the Disclosure Documents concerning The description of the Sub-Adviser and its affiliates business, and the controlling persons, affiliates, stockholders, directors, officers and employees of any of the foregoing provided statements attributable to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use Adviser, in the Disclosure Documents, as well as all performance information provided Registration Statement or the Prospectus (or any amendment or supplement to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use by MassMutual, are accurate either of them) complied and comply in all material respects with the provisions of the 1933 Act, the 1940 Act, the Advisers Act, the Rules and do Regulations and the Advisers Act Rules and Regulations and did not and will not contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make such information the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading.
(dh) Subject Since the date as of which information is given in the Registration Statement or the Prospectus (or any amendment or supplement to adequate assurances either of confidentialitythem), except as otherwise stated therein, (i) there has been no material adverse change in the condition (financial or other), business, properties, net assets or results of operations or business prospects of the Sub-Adviser, whether or not arising from the ordinary course of business and (ii) there have been no transactions entered into by the Sub-Adviser which are material to the Sub-Adviser other than those in the ordinary course of its business as described in the Prospectus.
(i) The Sub-Adviser has such permits as are necessary to own its property and to conduct its business in the manner described in the Prospectus (and any amendment or supplement thereto); the Sub-Adviser has fulfilled and performed all its material obligations with respect to such permits and no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other material impairment of the rights of the Sub-Adviser under any such permit.
(j) None of the Sub-Adviser Agreements violate any applicable provisions of the 1940 Act, the 1940 Act Rules and Regulations, the Advisers Act and the Advisers Act Rules and Regulations.
(k) Except as stated in this Agreement, the Registration Statement or the Prospectus (or in any amendment or supplement to any of the foregoing), the Sub-Adviser has supplied tonot taken and will not take, directly or made available for review byindirectly, MassMutual (any action designed to or which would reasonably be expected to cause or result in or which will constitute stabilization or manipulation of the price of the Shares or of any securities issued by the Fund to facilitate the sale or resale of the Shares, in each case, in violation of federal securities laws and if requested the Sub-Adviser is not aware of any such action taken or to be taken by MassMutual to its designated auditor) all documents, statements, agreements and workpapers reasonably requested by it relating to accounts covered by any affiliates of the Sub-Adviser’s performance results and which are in the Sub-Adviser’s possession or to which it has access. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.
Appears in 1 contract
Samples: Underwriting Agreement (Nuveen Tax-Advantaged Floating Rate Fund)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to the Fund and MassMutual that:
(a) The Sub-Adviser has obtained all required governmental represents and regulatory licenses, registrations and approvals required by law as may be necessary warrants to perform its obligations under this Sub-Advisory Agreement and to act as contemplated by the Trust Documents and the Disclosure Documents, including without limitation registration Adviser that: (i) it is registered as an investment adviser under the Advisers Act, is authorized and regulated by the Financial Conduct Authority of the United Kingdom and is registered or licensed as an investment adviser under the laws of all jurisdictions in which its activities with respect to the Managed Portion require it to be so registered or licensed; (ii) it has reviewed the registration requirements of the CEA and the National Futures Association ("NFA") relating to commodity trading advisors and is either appropriately registered with the CFTC and a member of the NFA or exempt or excluded from CFTC registration requirements; (iii) it will maintain and renew any required licenseseach such registration, registrations, approvals and memberships license or membership in effect at all times during the term of this Agreement and will obtain and maintain such additional governmental, self- regulatory, exchange or other licenses, approvals and/or memberships and file and maintain effective such other registrations as may be required to enable the Sub-Advisory Adviser to perform its obligations under this Agreement.
; (biv) There it is no pendingduly organized and validly existing, and is authorized to enter into this Agreement and to perform its obligations hereunder and this Agreement has been duly executed and delivered by the Sub-Adviser; (v) this Agreement is enforceable against the Sub-Adviser in accordance with its terms, subject as to enforcement to bankruptcy, insolvency, reorganization, arrangement, moratorium and other similar laws of general applicability relating to or affecting creditors' rights and to general equity principles; and (vi) neither the execution or delivery of this Agreement by the Sub-Adviser nor its performance of its obligations hereunder shall conflict with, violate, breach or constitute a default under any term or provision of its constituent or governing documents or any indenture, mortgage, deed of trust, instrument, agreement or other document to which the Sub-Adviser is a party or by which it is bound or to the best which any of its knowledgeassets are subject or any applicable statute, threatened law, rule, regulation, order or contemplated action, suit or proceeding before or by any court, governmental, administrative or self-regulatory body or arbitration panel other legal requirement applicable to which the Sub-Adviser or any of its principals assets, except to the extent such violation, breach or affiliates is default would not have a partymaterial adverse effect on the Sub- Adviser's ability to fulfill its duties under this Agreement.
(b) Subject to applicable law, or to which the Sub-Adviser shall promptly notify the Adviser and the Trust in writing of the occurrence of any of the assets following events: (i) any of the representations and warranties of the Sub-Adviser is subject, which reasonably might be expected to (i) result contained in this section becomes untrue in any material respect after the execution of this Agreement; (ii) any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or other applicable law, rule or regulation or if the Sub-Adviser becomes aware that it is subject to any statutory disqualification pursuant to Section 9(b) of the 1940 Act or otherwise that prevents the Sub-Adviser from serving as an investment adviser or performing its duties pursuant to this Agreement; (iii) the Sub-Adviser shall have been served or notified of any material action, suit, or proceeding, at law or in equity, before or by any court, public board or body, regarding the affairs of the Managed Portion; (iv) Fxxxx Xxxxx of the Sub-Adviser (together with such other persons as the Adviser and the Sub-Adviser may agree in writing from time to time, the "Key Personnel") is no longer active, or is proposed to no longer be active, in the day-to-day management of and/or trading decisions for the Managed Portion; (v) any change in any of the Key Personnel and/or any change concerning any of the Key Personnel (including, without limitation, any change in the location of any such person or any adverse change in the position, function, regulatory or licensing status or other circumstances of any such person) which may adversely affect the Managed Portion; (vi) any proposed assignment of this Agreement; (vii) the Sub-Adviser becomes aware of any material fact respecting or relating to the Sub-Adviser or the investment strategies of the Managed Portion that is required to be disclosed, but that is not contained in the Registration Statement, as amended and supplemented from time to time, regarding the Fund, or any amendment or supplement thereto, and of any material statement respecting the Sub- Adviser, the Sub-Adviser's investment strategies or the Managed Portion contained therein that becomes untrue in any material respect; (viii) any change in the Sub-Adviser’s 's financial condition that would materially adversely impact its abilities to perform its duties hereunder and of any material reduction in the amount of coverage under the Sub- Adviser's errors and omissions or professional liability insurance coverage; (financial ix) Sub-Adviser becomes aware of any event or otherwise)circumstance that constitutes an event of default, business or prospectstermination event under any Trading Agreement with respect to the Managed Portion, and Sub-Adviser hereby agrees to use its commercially reasonable efforts to monitor the occurrence of any such event or circumstance; (x) any Counterparty (A) communicates to Sub-Adviser (in any manner whatsoever) that such Counterparty will declare, might declare, or believes it is entitled to declare, an event of default, or termination event or (B) makes any changes to (i) the fees, rates, or other charges or (ii) affect adversely the daily or aggregate trading limits, margin requirements, eligible collateral requirements, or other risk parameters which would have a material adverse impact on the Managed Portion, and in each case Sub-Adviser shall forward to Adviser all correspondence received from such Counterparty in connection therewith; and (xi) any change in the Sub-Adviser's status as a registered CTA or member of the NFA or, if the Sub-Adviser is relying on an exemption or exclusion from registration as a CTA, of any event that will make it ineligible for such exemption or exclusion. The Sub-Adviser further agrees to notify the Adviser and the Trust promptly if any statement regarding the Sub-Adviser contained in the Trust's Registration Statement with respect to the Fund, or any amendment or supplement thereto, becomes untrue or incomplete in any material respect any respect.
(c) The Sub-Adviser represents and warrants that it has delivered to the Fund prior to the execution of this Agreement a copy of the Sub-Adviser’s assets, 's current Form ADV (iiiParts 1 and 2) materially impair the Sub-Adviser’s ability to discharge its obligations under this Sub-Advisory Agreement, or (iv) result and all information in a matter which would require an amendment to the Sub-Adviser’s Form ADV, Part II; such document is complete and the Sub-Adviser has not received any notice of an investigation by the Commission or any state regarding U.S. federal or state securities laws, regulations or rules.
(c) All references in the Disclosure Documents concerning the Sub-Adviser and its affiliates and the controlling persons, affiliates, stockholders, directors, officers and employees of any of the foregoing provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use in the Disclosure Documents, as well as all performance information provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use by MassMutual, are accurate in all material respects as of the date thereof and do not contain any untrue statement of a is in conformity in all material fact respects with applicable securities laws, rules and regulations. The Sub-Adviser hereby covenants and agrees promptly to deliver to the Fund its current Form ADV quarterly or omit to state a material fact necessary in order to make such information not misleadingupon reasonable request.
(d) Subject to adequate assurances of confidentiality, the The Sub-Adviser has supplied to, or made available for review by, MassMutual (acknowledges and if requested by MassMutual to its designated auditor) all documents, statements, agreements and workpapers reasonably requested by it relating to accounts covered by the Sub-Adviser’s performance results and which are in the Sub-Adviser’s possession or to which agrees that it has access. The foregoing representations not received legal or regulatory advice from the Fund, the Adviser or any of their respective employees or representatives, and warranties shall be continuing during the term of this Sub-Advisory Agreementis not entitled to rely on any legal statements or omissions by such employees or representatives regarding applicable law or regulation in satisfying its obligations hereunder, including its obligation to comply with all applicable laws and regulations.
Appears in 1 contract
Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to the Fund and MassMutual that:
(a) The Sub-Adviser has obtained all required governmental and regulatory licenses, registrations and approvals required by law as may be necessary to perform its obligations under this Sub-Advisory Agreement and to act as contemplated by the Trust Documents and the Disclosure Documents, including without limitation registration as an investment adviser under the Advisers Act, as applicable, and will maintain and maintain, obtain and/or renew any required licenses, registrations, approvals and memberships during the term of this Sub-Advisory Agreement.
(b) There Except as described in Section 6(c), there is no pending, or to the best of its knowledge, threatened or contemplated action, suit or proceeding before or by any court, governmental, administrative or self-regulatory body or arbitration panel to which the Sub-Adviser or any of its principals or affiliates is a party, or to which any of the assets of the Sub-Adviser is subject, which reasonably might be expected to (i) result in any material adverse change in the Sub-Adviser’s condition (financial or otherwise), business or prospects, (ii) affect adversely in any material respect any of the Sub-Adviser’s assets, assets or (iii) materially impair the Sub-Adviser’s ability to discharge its obligations under this Sub-Advisory Agreement, or (iv) result in a matter which would require an amendment to the Sub-Adviser’s Form ADV, Part II; and the Sub-Adviser has not received any notice of an investigation by the Securities and Exchange Commission or any state regarding U.S. federal or state securities laws, regulations or rules.
(c) As a result of Sub-Adviser’s March 11, 1999 guilty plea, Sub-Adviser would not be able to provide sub-advisory services to the Fund. The Securities and Exchange Commission (“SEC”) has granted a temporary order to permit Sub-Adviser and its affiliates to continue to provide investment advisory services to registered investment companies, and this temporary order would allow Sub-Adviser to provide the services to the Fund hereunder. However, there is no assurance that the SEC will grant a permanent order and the failure by Sub-Adviser to receive such permanent order could result in Sub-Adviser not being able to provide the services contemplated hereunder.
(d) All references in the Disclosure Documents concerning the Sub-Adviser and its affiliates and the controlling persons, affiliates, stockholders, directors, officers and employees of any of the foregoing provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use in the Disclosure Documents, as well as all performance information provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use by MassMutual, are accurate in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make such information not misleading.
(de) Subject to adequate assurances of confidentiality, the Sub-Adviser has supplied suppliedor will supply to, or has made or will make available for review by, MassMutual (and if requested by MassMutual to its designated auditor) all documents, statements, agreements statements and workpapers reasonably requested by it relating to accounts covered by the Fund and the Sub-Adviser’s performance results and which are in results. Notwithstanding the foregoing or any other provision herein, no provision of this Sub-Advisory Agreement shall require Sub-Adviser to breach the terms of any agreement or agreements with its other clients regarding confidentiality. Upon Sub-Adviser’s possession or provision to which it has accessMassMutual of reasonable evidence that provision of the information identified under this Section would breach such confidentiality provisions, MassMutual shall not require Sub-Adviser to produce such information. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (MML Series Investment Fund)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to the Fund and MassMutual that:
(a) The Sub-Adviser has obtained all required governmental and regulatory licenses, registrations and approvals required by law as may be necessary to perform its obligations under this Sub-Advisory Agreement and to act as contemplated by the Trust Documents and the Disclosure Documents, including without limitation registration as an investment adviser under the Advisers Act, and will maintain and renew any required licenses, registrations, approvals and memberships during the term of this Sub-Advisory Agreement.
(b) There is no pending, or to the best of its knowledge, threatened or contemplated action, suit or proceeding before or by any court, governmental, administrative or self-regulatory body or arbitration panel to which the Sub-Adviser or any of its principals or controlled affiliates is a party, or to which any of the assets of the Sub-Adviser is subject, which reasonably might be expected to (i) result in any material adverse change in the Sub-Adviser’s condition (financial or otherwise), business or prospects, (ii) affect adversely in any material respect any of the Sub-Adviser’s assets, (iii) materially impair the Sub-Adviser’s ability to discharge its obligations under this Sub-Advisory Agreement, or (iv) result in a matter which would require an amendment to the Sub-Adviser’s Form ADV, Part II; and the Sub-Adviser has not received any notice of an a non-routine investigation by the Commission or any state regarding U.S. federal or state securities laws, regulations or rules.
(c) All references in the Disclosure Documents concerning the Sub-Adviser and its affiliates and the controlling persons, affiliates, stockholders, directors, officers and employees of any of the foregoing provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use in the Disclosure Documents, as well as all performance information provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use by MassMutual, are accurate in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make such information not misleading.
(d) Subject to adequate assurances of confidentiality, the Sub-Adviser has supplied to, or made available for review by, MassMutual (and if requested by MassMutual to its designated auditor) all documents, statements, agreements and workpapers reasonably requested by it relating to accounts covered by the Sub-Adviser’s performance results and which are in the Sub-Adviser’s possession or to which it has access. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Massmutual Select Funds)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to the Fund and MassMutual that:
(a) The Sub-Adviser has obtained all required governmental and regulatory licenses, registrations and approvals required by law as may be necessary to perform its obligations under this Sub-Advisory Agreement and to act as contemplated by the Trust Documents and the Disclosure Documents, including without limitation registration as an investment adviser under the Advisers Act, and will maintain and renew any required licenses, registrations, approvals and memberships during the term of this Sub-Advisory Agreement.
(b) There is no pending, or to the best of its knowledge, threatened or contemplated action, suit or proceeding before or by any court, governmental, administrative or self-regulatory body or arbitration panel to which the Sub-Adviser or any of its principals or affiliates is a party, or to which any of the assets of the Sub-Adviser is subject, which reasonably might be expected to (i) result in any material adverse change in the Sub-Adviser’s 's condition (financial or otherwise), business or prospects, (ii) affect adversely in any material respect any of the Sub-Adviser’s 's assets, (iii) materially impair the Sub-Adviser’s 's ability to discharge its obligations under this Sub-Advisory Agreement, or (iv) result in a matter which would require an amendment to the Sub-Adviser’s 's Form ADV, Part II; and the Sub-Adviser has not received any notice of an investigation by the Securities and Exchange Commission or any state regarding U.S. federal or state securities laws, regulations or rules.
(c) All To the extent such information has been provided by the Sub-Adviser for use in the Disclosure Documents, all references in the Disclosure Documents concerning the Sub-Adviser and its affiliates and the controlling persons, affiliates, stockholders, directors, officers and employees of any of the foregoing provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use in the Disclosure Documents, as well as all performance information provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use by MassMutual, are accurate in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make such information not misleading.
(d) Subject to adequate assurances of confidentiality, the Sub-Adviser has supplied to, or made available for review by, MassMutual (and if requested by MassMutual to its designated auditor) all documents, statements, agreements and workpapers reasonably requested by it relating to accounts covered by the Sub-Adviser’s 's performance results and which are in the Sub-Adviser’s 's possession or to which it has access. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (MML Series Investment Fund)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to the Fund and MassMutual that:
(a) The Sub-Adviser has obtained all required governmental and regulatory licenses, registrations and approvals required by law as may be necessary to perform its obligations under this Sub-Advisory Agreement and to act as contemplated by the Trust Documents and the Disclosure Documents, including without limitation registration as an investment adviser under the Advisers Act, and will maintain and renew any required licenses, registrations, approvals and memberships during the term of this Sub-Advisory Agreement.
(b) There is no pending, or to the best of its knowledge, threatened or contemplated action, suit or proceeding before or by any court, governmental, administrative or self-regulatory body or arbitration panel to which the Sub-Adviser or any of its principals or affiliates is a party, or to which any of the assets of the Sub-Adviser is subject, which reasonably might be expected to (i) result in any material adverse change in the Sub-Adviser’s condition (financial or otherwise), business or prospects, (ii) affect adversely in any material respect any of the Sub-Adviser’s assets, (iii) materially impair the Sub-Adviser’s ability to discharge its obligations under this Sub-Advisory Agreement, or (iv) result in a matter which would require an amendment to the Sub-Adviser’s Form ADV, Part II; and the Sub-Adviser has not received any notice of an its investigation by the Commission or any state regarding U.S. federal or state securities laws, regulations or rules.
(c) All references in the Disclosure Documents concerning the Sub-Adviser and its affiliates and the controlling persons, affiliates, stockholders, directors, officers and employees of any of the foregoing provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use in the Disclosure Documents, as well as all performance information provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use by MassMutual, are accurate in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make such information not misleading.
(d) Subject to adequate assurances of confidentiality, the Sub-Adviser has supplied to, or made available for review by, MassMutual (and if requested by MassMutual to its designated auditor) all documents, statements, agreements and workpapers reasonably requested by it relating to accounts covered by the Sub-Adviser’s performance results and which are in the Sub-Adviser’s possession or to which it has access. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Massmutual Select Funds)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to the Fund and MassMutual that:
(a) The Sub-Adviser has obtained all required governmental and regulatory licenses, registrations and approvals required by law as may be necessary to perform its obligations under this Sub-Advisory Agreement and to act as contemplated by the Trust Documents and the Disclosure Documents, including without limitation registration as an investment adviser under the Advisers Act, and will maintain and renew any required licenses, registrations, approvals and memberships during the term of this Sub-Advisory Agreement.
(b) There is no pendingis, or to the best of its knowledge, no pending, threatened or contemplated action, suit or proceeding before or by any court, governmental, administrative or self-regulatory body or arbitration panel to which the Sub-Adviser or any of its principals or affiliates is a party, or to which any of the assets of the Sub-Adviser is subject, which reasonably might be expected to (i) result in any material adverse change in the Sub-Adviser’s 's condition (financial or otherwise), business or prospects, (ii) affect adversely in any material respect any of the Sub-Adviser’s 's assets, (iii) materially impair the Sub-Adviser’s 's ability to discharge its obligations under this Sub-Advisory Agreement, or (iv) result in a matter which would require an amendment to the Sub-Adviser’s 's Form ADV, Part II; and the Sub-Adviser has not received any notice of an investigation by the Securities and Exchange Commission or any state regarding U.S. federal or state securities laws, regulations or rules.
(c) All references in the Disclosure Documents concerning the Sub-Adviser and its affiliates and the controlling persons, affiliates, stockholders, directors, officers and employees of any of the foregoing provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use in the Disclosure Documents, as well as all performance information provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use by MassMutual, are accurate in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make such information not misleading.
(d) Subject to adequate assurances of confidentiality, the The Sub-Adviser has supplied to, or made available for review by, to MassMutual (and if requested by MassMutual to its designated auditor) all documents, statements, agreements and workpapers reasonably requested by it relating to accounts covered by the performance of the relevant composite of the Sub-Adviser’s 's accounts and the composite represents in all material respects the aggregate investment performance results of all accounts which had or have, for all periods covered, investment policies, objectives and strategies which are substantially similar to the investment policies, objectives and strategies of the Portfolio of the Fund as set forth in the Sub-Adviser’s possession Disclosure Documents. The exclusion of any account from the composite does not cause the composite to be misleading in any material respect. No account so included was created or maintained to which it has accessestablish a performance record. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (MML Series Investment Fund)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to the Fund and MassMutual that:
(a) The Sub-Adviser has obtained all required governmental and regulatory licenses, registrations and approvals required by law as may be necessary to perform its obligations under this Sub-Advisory Agreement and to act as contemplated by the Trust Documents and the Disclosure Documents, including without limitation registration as an investment adviser under the Advisers Act, and will maintain and renew any required licenses, registrations, approvals and memberships during the term of this Sub-Advisory Agreement.
(b) There is no pending, or to the best of its knowledge, threatened or contemplated action, suit or proceeding before or by any court, governmental, administrative or self-regulatory body or arbitration panel to which the Sub-Adviser or any of its principals or affiliates is a party, or to which any of the assets of the Sub-Adviser is subject, which reasonably might be expected to (i) result in any material adverse change in the Sub-Adviser’s condition (financial or otherwise), business or prospects, (ii) affect adversely in any material respect any of the Sub-Adviser’s assets, (iii) materially impair the Sub-Adviser’s ability to discharge its obligations under this Sub-Advisory Agreement, or (iv) result in a matter which would require an amendment to the Sub-Adviser’s Form ADV, Part II; and the Sub-Adviser has not – 5 – received any notice of an investigation by the Commission or any state regarding U.S. federal or state securities laws, regulations or rules.
(c) All references in the Disclosure Documents concerning the Sub-Adviser and its affiliates and the controlling persons, affiliates, stockholders, directors, officers and employees of any of the foregoing provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use in the Disclosure Documents, as well as all performance information provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use by MassMutual, are accurate in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make such information not misleading.
(d) Subject to adequate assurances of confidentiality, the Sub-Adviser has supplied to, or made available for review by, MassMutual (and if requested by MassMutual to its designated auditor) all documents, statements, agreements and workpapers reasonably requested by it relating to accounts covered by the Sub-Adviser’s performance results and which are in the Sub-Adviser’s possession or to which it has access. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement
Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to the Fund and MassMutual thateach Underwriter as follows:
(a) The Sub-Adviser has obtained all required governmental is a corporation duly incorporated and regulatory licensesvalidly existing in good standing under the laws of the State of Delaware, registrations with full limited liability company power and approvals required by law authority to own, lease and operate its properties and to conduct its business as may be necessary described in each of the Registration Statement and the Prospectus (or any amendment or supplement to perform either of them) and is duly registered and qualified to conduct business and is in good standing in each jurisdiction or place where the nature of its obligations under this properties or conduct of its business requires such registration or qualification, except where the failure so to register or to qualify does or would not have a Material Adverse Effect on the Sub-Advisory Agreement and to act as contemplated by Adviser.
(b) The Sub-Adviser is duly registered with the Trust Documents and the Disclosure Documents, including without limitation registration Commission as an investment adviser under the Advisers Act and is not prohibited by the Advisers Act, the 1940 Act, the Advisers Act Rules and will maintain Regulations or the 1940 Act Rules and renew Regulations from acting under this Agreement or the Sub-Advisory Agreement for the Fund as contemplated by the Registration Statement or the Prospectus (or any amendment or supplement to either of them). There does not exist any proceeding that, if determined adversely with respect to the Sub-Adviser, would have a Material Adverse Effect on the registration of the Sub-Adviser with the Commission.
(c) There are no legal or governmental proceedings pending or, to the knowledge of the Sub-Adviser, threatened against the Sub-Adviser that are required licensesto be described in the Registration Statement or the Prospectus (or any amendment or supplement to either of them) but are not described or that, registrationsif determined adversely with respect to the Sub-Adviser, approvals and memberships during would have a Material Adverse Effect on the term Sub-Adviser or would have a Material Adverse Effect on the ability of the Sub-Adviser to perform its obligations under this Agreement or the Sub-Advisory Agreement.
(bd) There is no pendingNeither the execution, delivery or performance of this Agreement or the Sub-Advisory Agreement, nor the consummation by the Sub-Adviser of the transactions contemplated hereby or thereby (i) requires the Sub-Adviser to obtain any consent, approval, authorization or other order of, or to registration or filing with, the best of its knowledgeCommission, threatened or contemplated actionany state securities commission, suit or proceeding before or by any national securities exchange, any arbitrator, any court, governmentalregulatory body, administrative agency or selfother governmental body, agency or official having jurisdiction over the Sub-regulatory body Adviser or arbitration panel conflicts or will conflict with or constitutes or will constitute a breach of or a default under, the certificate of incorporation or bylaws, or other organizational documents of the Sub-Adviser or (ii) conflicts or will conflict with or constitutes or will constitute a breach of or a default under, any agreement, indenture, lease or other instrument to which the Sub-Adviser is a party or by which the Sub-Adviser or any of its principals properties may be bound, or affiliates violates or will violate any statute, law, regulation or judgment, injunction, order or decree applicable to the Sub-Adviser or any of its properties or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Sub-Adviser pursuant to the terms of any agreement or instrument to which it is a party, party or by which it may be bound or to which any of the property or assets of the Sub-Adviser is subject, which reasonably might be expected to except in any case under clause (i) result in or (ii) as would not have a Material Adverse Effect on the Sub-Adviser or on the ability of the Sub-Adviser to perform its obligations under this Agreement or the Sub-Advisory Agreement. The Sub-Adviser is not subject to any order of any court or of any arbitrator, regulatory body, administrative agency or other governmental body, agency or official that does or would have a Material Adverse Effect on the Sub-Adviser or does or would have a material and adverse change in effect on the ability of the Sub-Adviser to perform its obligations under this Agreement or the Sub-Advisory Agreement.
(e) The Sub-Adviser has full power and authority to enter into this Agreement and the Sub-Advisory Agreement; the execution and delivery of and the performance by the Sub-Adviser of its obligations under this Agreement and the Sub-Advisory Agreement have been duly and validly authorized by the Sub-Adviser’s condition ; and this Agreement and the Sub-Advisory Agreement have been duly executed and delivered by the Sub-Adviser and (financial assuming due and valid authorization, execution and delivery by the other parties hereto and thereto) this Agreement and the Sub-Advisory Agreement constitute the valid and legally binding agreement of the Sub-Adviser, enforceable against the Sub-Adviser in accordance with its terms, except as rights to indemnity and contribution hereunder may be limited by federal or otherwise), business or prospects, (ii) affect adversely in any material respect any state securities laws and subject to the qualification that the enforceability of the Sub-Adviser’s assetsobligations hereunder and thereunder may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and by general equitable principles (iiiregardless of whether enforcement is sought in a proceeding in equity or at law).
(f) materially impair the The Sub-Adviser’s ability Adviser has the financial resources necessary for the performance of its services and obligations as contemplated in the Registration Statement and the Prospectus (or any amendment or supplement to discharge its obligations either of them) or under this Agreement and the Sub-Advisory Agreement.
(g) The description of the Sub-Adviser in the Registration Statement and the Prospectus (or any amendment or supplement to either of them) complied and comply in all material respects with the provisions of the 1933 Act, or (iv) result in a matter which would require an amendment the 1940 Act, the Advisers Act, the Rules and Regulations and the Advisers Act Rules and Regulations; and such description and the statements attributable to the Sub-Adviser’s Form ADV, Part II; Adviser in the Registration Statement and the Sub-Adviser has not received any notice of an investigation by the Commission Prospectus (or any state regarding U.S. federal amendment or state securities laws, regulations or rules.
(csupplement to either of them) All references in the Disclosure Documents concerning the Sub-Adviser did not and its affiliates and the controlling persons, affiliates, stockholders, directors, officers and employees of any of the foregoing provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use in the Disclosure Documents, as well as all performance information provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use by MassMutual, are accurate in all material respects and do will not contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make such information the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading.
(dh) Subject Since the date as of which information is given in the Registration Statement or the Prospectus (or any amendment or supplement to adequate assurances either of confidentialitythem), except as otherwise stated therein, there has been no Material Adverse Effect on the Sub-Adviser, or would have a Material Adverse Effect on the Sub-Adviser or does or would have a Material Adverse Effect on the ability of the Sub-Adviser to perform its obligations under this Agreement or the Sub-Advisory Agreement.
(i) (i) The Sub-Adviser has such licenses, permits, and authorizations of governmental or regulatory authorities (“permits”) as are necessary to own its property and to conduct its business in the manner described in the Prospectus (and any amendment or supplement thereto); (ii) the Sub-Adviser has fulfilled and performed all its obligations with respect to such permits and no event has occurred which allows or, after notice or lapse of time, would allow, revocation or termination thereof or results in any other impairment of the rights of the Sub-Adviser under any such permit, subject in each case to such qualification as may be set forth in the Prospectus (and any amendment or supplement thereto); and, (iii) except as described in the Prospectus (and any amendment or supplement thereto), none of such permits contains any restriction that is materially burdensome to the Sub-Adviser; except where the failure to obtain or perform its obligations with respect to such permits, or the restrictions set forth in such permits, as set forth in clauses (i), (ii) and (iii), either individually or in the aggregate, does or would not have a Material Adverse Effect on the Sub-Adviser or does or would not have a material and adverse effect on the ability of the Sub-Adviser to perform its obligations under this Agreement or the Sub-Advisory Agreement.
(j) The Sub-Advisory Agreement complies in all material respects with the applicable provisions of the 1940 Act, the 1940 Act Rules and Regulations, the Advisers Act and the Advisers Act Rules and Regulations.
(k) Except as stated in this Agreement and in the Prospectus (and any amendment or supplement thereto), the Sub-Adviser has supplied tonot taken and will not take, directly or made available for review byindirectly, MassMutual (and if requested by MassMutual any action designed to its designated auditor) all documentsor which could cause or result in or which will constitute stabilization or manipulation of the price of the Shares in violation of federal securities laws and, statements, agreements and workpapers reasonably requested by it relating to accounts covered by the Sub-Adviser’s performance results and which are in knowledge, no such action has been, or will be, taken by any affiliates of the Sub-Adviser’s possession or to which it has access. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.
Appears in 1 contract
Samples: Underwriting Agreement (Blackrock Dividend Achievers Trust)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to the Fund and MassMutual that:
(a) The Sub-Adviser has obtained all required governmental and regulatory licenses, registrations and approvals required by law as may be necessary to perform its obligations under this Sub-Advisory Agreement and to act as contemplated by the Trust Documents and the Disclosure Documents, including without limitation registration as an investment adviser under the Advisers Act, and will maintain and renew any required licenses, registrations, approvals and memberships during the term of this Sub-Advisory Agreement.
(b) There is no pending, or to the best of its knowledge, threatened or contemplated action, suit or proceeding before or by any court, governmental, administrative or self-regulatory body or arbitration panel to which the Sub-Adviser or any of its principals or affiliates is a party, or to which any of the assets of the Sub-Adviser is subject, which reasonably might be expected to (i) result in any material adverse change in the Sub-Adviser’s 's condition (financial or otherwise), business or prospects, (ii) affect adversely in any material respect any of the Sub-Adviser’s assets, (iii) materially impair the Sub-Adviser’s 's ability to discharge its obligations under this Sub-Advisory Agreement, or (iv) result in a matter which would require an amendment to the Sub-Adviser’s 's Form ADV, Part II; and the Sub-Adviser has not received any notice of an investigation by the Commission or any state regarding U.S. federal Federal or state securities laws, regulations or rules.
(c) All references in the Disclosure Documents concerning the Sub-Adviser and its affiliates and the controlling persons, affiliates, stockholders, directors, officers and employees of any of the foregoing provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use in the Disclosure Documents, as well as all performance information provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use by MassMutual, are accurate in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make such information not misleading.
(d) Subject to adequate assurances of confidentiality, the Sub-Adviser has supplied to, or made available for review byby MassMutual, MassMutual (and if all documents reasonably requested by MassMutual to its designated auditor) all documents, statements, agreements and workpapers reasonably requested by it relating to the classification and maintenance of the performance composite of accounts covered by with investment objectives, policies and practices substantially similar to those of the Sub-Adviser’s performance results and which are in the Sub-Adviser’s possession or to which it has accessFund. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Massmutual Institutional Funds)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to the Fund and MassMutual that:
(a) The Sub-Adviser has obtained all required governmental and regulatory licenses, registrations and approvals required by law as may be necessary to perform its obligations under this Sub-Advisory Agreement and to act as contemplated by the Trust Documents and the Disclosure Documents, including without limitation registration as an investment adviser under the Advisers Act, and will maintain and renew any required licenses, registrations, approvals and memberships during the term of this Sub-Advisory Agreement.
(b) There is no pending, or to the best of its knowledge, threatened or contemplated action, suit or proceeding before or by any court, governmental, administrative or self-regulatory body or arbitration panel to which the Sub-Adviser or any of its principals or affiliates is a party, or to which any of the assets of the Sub-Adviser is subject, which reasonably might be expected to (i) result in any material adverse change in the Sub-Adviser’s condition (financial or otherwise), business or prospects, (ii) affect adversely in any material respect any of the Sub-Adviser’s assets, (iii) materially impair the Sub-Adviser’s ability to discharge its obligations under this Sub-Advisory Agreement, or (iv) result in a matter which would require an amendment to the Sub-Adviser’s Form ADV, Part II; and the Sub-Adviser has not received any notice of an investigation by the Commission or any state regarding U.S. US federal or state securities laws, regulations or rules.
(c) All references in the Disclosure Documents concerning the Sub-Adviser and its affiliates and the controlling persons, affiliates, stockholders, directors, officers and employees of any of the foregoing provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use in the Disclosure Documents, as well as all performance information provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use by MassMutual, are accurate in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make such information not misleading.
(d) Subject to adequate assurances of confidentiality, the Sub-Adviser has supplied to, or made available for review byby MassMutual, MassMutual (and if all documents reasonably requested by MassMutual to its designated auditor) all documents, statements, agreements and workpapers reasonably requested by it relating to the classification and maintenance of the performance composite of accounts covered by with investment objectives, policies and practices substantially similar to those of the Sub-Adviser’s performance results and which are in the Sub-Adviser’s possession or to which it has accessFund. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (MML Series Investment Fund)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to the Fund and MassMutual thateach Underwriter as follows:
(a) The Sub-Adviser has obtained all required governmental is a limited liability company duly formed and regulatory licensesvalidly existing in good standing under the laws of the State of Delaware, registrations with full limited liability company power and approvals required by law authority to own, lease and operate its properties and to conduct its business as may be necessary described in each of the Registration Statement and the Prospectus (or any amendment or supplement to perform either of them) and is duly registered and qualified to conduct business and is in good standing in each jurisdiction or place where the nature of its obligations under this properties or conduct of its business requires such registration or qualification, except where the failure so to register or to qualify would not have a material, adverse affect on the condition (financial or other), general affairs, business, properties, net assets or results of operations of the Sub-Advisory Agreement and to act as contemplated by Adviser, the Trust Documents and Adviser or the Disclosure Documents, including without limitation registration Fund.
(b) The Sub-Adviser is duly registered with the Commission as an investment adviser under the Advisers Act and is not prohibited by the Advisers Act, the 1940 Act, the Advisers Act Rules and Regulations or the 1940 Act Rules and Regulations from acting under the Sub-Advisory Agreement for the Fund as contemplated by the Registration Statement or the Prospectus (or any amendment or supplement to either of them). There does not exist any proceeding which could have a material adverse affect on the registration of the Sub-Adviser with the Commission.
(c) The Sub-Adviser is not in violation of the 1940 Act, the 1940 Act Rules and Regulations, the Advisers Act or the Advisers Act Rules and Regulations, any law, ordinance, administrative or governmental rule or regulation applicable to the Sub-Adviser or any decree of the Commission, the NASD, any national securities exchange, any arbitrator, any court or any regulatory body, administrative agency or other governmental body, agency or official having jurisdiction over the Sub-Adviser. The Sub-Adviser maintains and will maintain processes, systems and renew controls sufficient to provide reasonable assurances that the Sub-Adviser complies and will continue to comply with the 1940 Act, the 1940 Act Rules and Regulations, the Advisers Act and the Advisers Act Rules and Regulations, any law, ordinance, administrative or governmental rule or regulation applicable to the Sub-Adviser and any decree of the Commission, the NASD, any national securities exchange, any arbitrator, any court or any regulatory body, administrative agency or other governmental body, agency or official having jurisdiction over the Sub-Adviser.
(d) There are no legal or governmental proceedings pending or, to the knowledge of the Sub-Adviser, threatened against the Sub-Adviser that are required licensesto be described in the Registration Statement or the Prospectus (or any amendment or supplement to either of them) but are not described as required or that could result in any material, registrationsadverse change in the condition (financial or other), approvals and memberships during properties, net assets or results of operations of the term Sub-Adviser or that may have a material, adverse effect on the ability of the Sub-Adviser to perform its obligations under this Agreement or the Sub-Advisory Agreement.
(be) There is no pendingNeither the execution, delivery or performance of this Agreement, the Advisory Terms Agreement or the Sub-Advisory Agreement by the Sub-Adviser, nor the consummation by the Sub-Adviser of the transactions contemplated hereby or thereby (i) requires the Sub-Adviser to obtain any consent, approval, authorization or other order of, or to registration or filing with, the best of its knowledgeCommission, threatened or contemplated actionthe NASD, suit or proceeding before or by any state securities commission, any national securities exchange, any arbitrator, any court, governmentalregulatory body, administrative agency or selfother governmental body, agency or official having jurisdiction over the Sub-regulatory body Adviser or arbitration panel conflicts or will conflict with or constitutes or will constitute a breach of or a default under, the certificate of formation, limited liability company agreement, or other organizational documents of the Sub-Adviser or (ii) conflicts or will conflict with or constitutes or will constitute a breach of or a default under, any agreement, indenture, lease or other instrument to which the Sub-Adviser is a party or by which the Sub-Adviser or any of its principals properties may be bound, or affiliates violates or will violate any statute, law, regulation or judgment, injunction, order or decree applicable to the Sub-Adviser or any of its properties or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Sub-Adviser pursuant to the terms of any agreement or instrument to which it is a party, party or by which it may be bound or to which any of the property or assets of the Sub-Adviser is subject, which reasonably might be expected to except in any case under clause (i) result in any or (ii) as would not have a material adverse change in effect on the ability of the Sub-Adviser’s condition Adviser to perform its obligations under this Agreement or the Sub-Advisory Agreement. The Sub-Adviser is not subject to any order of any court or of any arbitrator, regulatory body, administrative agency or governmental body, agency or official.
(financial or otherwise)f) The Sub-Adviser has full power and authority to enter into this Agreement and the Sub-Advisory Agreement, business or prospectsthe execution and delivery of, (ii) affect adversely in any material respect any and the performance by the Sub-Adviser of its obligations under, this Agreement and the Sub-Advisory Agreement have been duly and validly authorized by the Sub-Adviser and this Agreement and the Sub-Advisory Agreement have been duly executed and delivered by the Sub-Adviser and constitute the valid and legally binding agreements of the Sub-Adviser’s assets, (iii) materially impair enforceable against the Sub-Adviser in accordance with their terms, except as rights to indemnity and contribution hereunder may be limited by federal or state securities laws and subject to the qualification that the enforceability of the Sub-Adviser’s ability 's obligations hereunder and thereunder may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium and other laws relating to discharge or affecting creditors' rights generally and by general equitable principles whether enforcement is considered in a proceeding in equity or at law.
(g) The Sub-Adviser has the financial resources necessary for the performance of its services and obligations as contemplated in the Registration Statement and the Prospectus (or any amendment or supplement to either of them) or under this Agreement or the Sub-Advisory Agreement, or (iv) result in a matter which would require an amendment to the Sub-Adviser’s Form ADV, Part II; and the Sub-Adviser has not received any notice of an investigation by the Commission or any state regarding U.S. federal or state securities laws, regulations or rules.
(ch) All references in the Disclosure Documents concerning The description of the Sub-Adviser and its affiliates business, and the controlling persons, affiliates, stockholders, directors, officers and employees of any of the foregoing provided statements attributable to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use Adviser, in the Disclosure Documents, as well as all performance information provided Registration Statement or the Prospectus (or any amendment or supplement to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use by MassMutual, are accurate either of them) complied and comply in all material respects with the provisions of the 1933 Act, the 1940 Act, the Advisers Act, the Rules and do Regulations and the Advisers Act Rules and Regulations and did not and will not contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make such information the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading.
(di) Subject Since the date as of which information is given in the Registration Statement or the Prospectus (or any amendment or supplement to adequate assurances either of confidentialitythem), except as otherwise stated therein, (i) there has been no material adverse change in the condition (financial or other), business, properties, net assets or results of operations or business prospects of the Sub-Adviser, whether or not arising from the ordinary course of business and (ii) there have been no transactions entered into by the Sub-Adviser which are material to the Sub-Adviser other than those in the ordinary course of its business as described in the Prospectus.
(j) The Sub-Adviser has such licenses, permits and authorizations of governmental or regulatory authorities ("permits") as are necessary to own its property and to conduct its business in the manner described in the Prospectus (and any amendment or supplement thereto); the Sub-Adviser has fulfilled and performed all its obligations with respect to such permits and no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other impairment of the rights of the Sub-Adviser under any such permit.
(k) This Agreement and the Sub-Advisory Agreement each do not violate any applicable provisions of the 1940 Act, the 1940 Act Rules and Regulations, the Advisers Act and the Advisers Act Rules and Regulations.
(l) Except as stated in this Agreement, the Registration Statement or the Prospectus (or in any amendment or supplement to any of the foregoing), the Sub-Adviser has supplied tonot taken and will not take, directly or made available for review byindirectly, MassMutual (any action designed to or which might reasonably be expected to cause or result in or which will constitute stabilization or manipulation of the price of the Shares or of any securities issued by the Fund to facilitate the sale or resale of the Shares, in each case, in violation of federal securities laws and if requested the Sub-Adviser is not aware of any such action taken or to be taken by MassMutual to its designated auditor) all documents, statements, agreements and workpapers reasonably requested by it relating to accounts covered by any affiliates of the Sub-Adviser’s performance results and which are in the Sub-Adviser’s possession or to which it has access. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.
Appears in 1 contract
Samples: Underwriting Agreement (First Trust/Four Corners Senior Floating Rate Income Fund)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to the Fund and MassMutual that:
(a) The Sub-Adviser has obtained all required governmental and regulatory licenses, registrations and approvals required by law as may be necessary to perform its obligations under this Sub-Advisory Agreement and to act as contemplated by the Trust Documents and the Disclosure Documents, including without limitation registration as an investment adviser under the Advisers Act, and will maintain and renew any required licenses, registrations, approvals and memberships during the term of this Sub-Advisory Agreement.
(b) There is no pending, or to the best of its knowledge, threatened or contemplated action, suit or proceeding before or by any court, governmental, administrative or self-regulatory body or arbitration panel to which the Sub-Adviser or any of its principals or affiliates is a party, or to which any of the assets of the Sub-Adviser is subject, which reasonably might be expected to (i) result in any material adverse change in the Sub-Adviser’s 's condition (financial or otherwise), business or prospects, (ii) affect adversely in any material respect any of the Sub-Adviser’s 's assets, (iii) materially impair the Sub-Adviser’s 's ability to discharge its obligations under this Sub-Advisory Agreement, or (iv) result in a matter which would require an amendment to the Sub-Adviser’s 's Form ADV, Part II; and the Sub-Adviser has not received any notice of an investigation by the Securities and Exchange Commission or any state regarding U.S. federal Federal or state securities laws, regulations or rules.
(c) All To the extent such information has been provided by the Sub-Adviser for use in the Disclosure Documents, all references in the Disclosure Documents concerning the Sub-Adviser and its affiliates and the controlling persons, affiliates, stockholders, directors, officers and employees of any of the foregoing provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use in the Disclosure Documents, as well as all performance information provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use by MassMutual, are accurate in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make such information not misleading.
(d) Subject to adequate assurances of confidentiality, the Sub-Adviser has supplied to, or made available for review by, MassMutual (and if requested by MassMutual to its designated auditor) all documents, statements, agreements and workpapers reasonably requested by it relating to accounts covered by the Sub-Adviser’s 's performance results and which are in the Sub-Adviser’s 's possession or to which it has access. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (MML Series Investment Fund)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to the Fund and MassMutual that:
(a) The Sub-Adviser has obtained all required governmental and regulatory licenses, registrations and approvals required by law as may be necessary to perform its obligations under this Sub-Advisory Agreement and to act as contemplated by the Trust Documents and the Disclosure Documents, including without limitation registration as an investment adviser under the Advisers Act, and will maintain and renew any required licenses, registrations, approvals and memberships during the term of this Sub-Advisory Agreement.
(b) There is no pending, or to the best of its knowledge, threatened or contemplated action, suit or proceeding before or by any court, governmental, administrative or self-regulatory body or arbitration panel to which the Sub-Adviser or any of its principals or affiliates is a party, or to which any of the assets of the Sub-Adviser is subject, which reasonably might be expected to (i) result in any material adverse change in the Sub-Adviser’s 's condition (financial or otherwise), business or prospects, (ii) affect adversely in any material respect any of the Sub-Adviser’s assets, (iii) materially impair the Sub-Adviser’s 's ability to discharge its obligations under this Sub-Advisory Agreement, or (iv) result in a matter which would require an amendment to the Sub-Adviser’s 's Form ADV, Part II; and the Sub-Adviser has not received any notice of an investigation by the Commission or any state regarding U.S. federal or state securities laws, regulations or rules.
(c) All references in the Disclosure Documents concerning the Sub-Adviser and its affiliates and the controlling persons, affiliates, stockholders, directors, officers and employees of any of the foregoing provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use in the Disclosure Documents, as well as all performance information not relating to the Fund provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use by MassMutual, are accurate in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make such information not misleading.
(d) Subject to adequate assurances of confidentiality, the Sub-Adviser has supplied to, or made available for review by, MassMutual (and if requested by MassMutual to its designated auditor) all documents, statements, agreements and workpapers reasonably requested by it relating to accounts covered by the Sub-Adviser’s performance results and which are in the Sub-Adviser’s possession or to which it has access. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Massmutual Institutional Funds)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to the Fund and MassMutual that:
(a) The Sub-Adviser has obtained all required governmental and regulatory licenses, registrations and approvals required by law as may be necessary to perform its obligations under this Sub-Advisory Agreement and to act as contemplated by the Trust Documents and the Disclosure Documents, including without limitation registration as an investment adviser under the Advisers Act, and will maintain and renew any required licenses, registrations, approvals and memberships during the term of this Sub-Advisory Agreement.
(b) There To the extent that the Sub-Adviser is not subject to any confidentiality restrictions of any court, governmental, administrative or self-regulatory body or confidentiality restrictions of one of its clients, the Sub-Adviser represents and warrants that there is no pending, or to the best of its knowledge, threatened or contemplated action, suit or proceeding before or by any court, governmental, administrative or self-regulatory body or arbitration panel to which the Sub-Adviser or any of its principals or affiliates is a party, or to which any of the assets of the Sub-Adviser is subject, which reasonably might be expected to (i) result in any material adverse change in the Sub-Adviser’s condition (financial or otherwise), business or prospects, (ii) affect adversely in any material respect any of the Sub-Adviser’s assets, (iii) materially impair the Sub-Adviser’s ability to discharge its obligations under this Sub-Advisory Agreement, or (iviii) result in a matter which would require an amendment to the Sub-Adviser’s Form ADV, Part II; and the Sub-Adviser has not received any notice of an investigation by the Commission or any state regarding U.S. federal or state securities laws, regulations or rules.
(c) All references in the Disclosure Documents concerning the Sub-Adviser and its affiliates and the controlling persons, affiliates, stockholders, directors, officers and employees of any of the foregoing provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use in the Disclosure Documents, as well as all performance information provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use by MassMutual, are accurate in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make such information not misleading.
(d) Subject to adequate assurances of confidentiality, the Sub-Adviser has supplied to, or made available for review by, MassMutual (and if requested by MassMutual to its designated auditor) all documents, statements, statements and agreements and workpapers reasonably requested by it relating to accounts covered by the Sub-Adviser’s performance results and which are in the Sub-Adviser’s possession or to which it has access. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Massmutual Select Funds)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to the Fund and MassMutual that:
(a) The Sub-Adviser has obtained all required governmental and regulatory licenses, registrations and approvals required by law as may be necessary to perform its obligations under this Sub-Advisory Agreement and to act as contemplated by the Trust Documents and the Disclosure Documents, including without limitation registration as an is a registered investment adviser under the Advisers Act, Act and will maintain is in material compliance with all other required registrations under applicable federal and renew any required licenses, registrations, approvals and memberships during the term of this Sub-Advisory Agreementstate law.
(b) The Sub-Adviser has complied, in all material respects, with all registrations required by, and will comply, in all material respects, with all applicable rules and regulations of the Commission.
(c) There is no pending, or to the best of its knowledge, threatened or contemplated action, suit or proceeding before or by any court, governmental, administrative or self-regulatory body or arbitration panel to which the Sub-Adviser or any of its principals or affiliates is a party, or to which any of the assets of the Sub-Adviser is subject, which reasonably might be expected to (i) result in any material adverse change in the Sub-Adviser’s condition (financial or otherwise), business or prospects, (ii) affect adversely in any material respect any of the Sub-Adviser’s assets, (iii) materially impair the Sub-Adviser’s ability to discharge its obligations under this Sub-Advisory Agreement, or (iv) result in a matter which would require an amendment to the Sub-Adviser’s Form ADV, Part II; and the Sub-Adviser has not received any notice of an investigation by the Commission or any state regarding U.S. federal or state securities laws, regulations or rules.
(cd) All references in the Disclosure Documents concerning the Sub-Adviser and its affiliates and the controlling persons, affiliates, stockholders, directors, officers and employees of any of the foregoing provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use in the Disclosure Documents, as well as all performance information provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use by MassMutual, are accurate in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make such information not misleading.
(d) Subject to adequate assurances of confidentiality, the Sub-Adviser has supplied to, or made available for review by, MassMutual (and if requested by MassMutual to its designated auditor) all documents, statements, agreements and workpapers reasonably requested by it relating to accounts covered by the Sub-Adviser’s performance results and which are in the Sub-Adviser’s possession or to which it has access. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Massmutual Select Funds)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to the Fund and MassMutual thateach Underwriter as follows:
(a) The Sub-Adviser has obtained all required governmental is a corporation duly formed and regulatory licensesvalidly existing in good standing under the laws of the State of Florida, registrations with corporate power and approvals required by law authority to own, lease and operate its properties and to conduct its business as may described in each of the Registration Statement and the Prospectus (or any amendment or supplement to either of them) and is duly qualified to conduct business and is in good standing in each jurisdiction or place where the nature of its properties or conduct of its business requires such registration or qualification, except where the failure so to register or to qualify, either alone or in the aggregate, does not or would not reasonably be necessary expected to perform its obligations under this have a Material Adverse Effect on the Sub-Advisory Agreement and to act as contemplated by Adviser.
(b) The Sub-Adviser is duly registered with the Trust Documents and the Disclosure Documents, including without limitation registration Commission as an investment adviser under the Advisers Act and is not prohibited by the Advisers Act, the 1940 Act, the Advisers Act Rules and Regulations or the 1940 Act Rules and Regulations from acting under either of the Advisory Agreements for the Fund as contemplated by the Registration Statement or the Prospectus (or any amendment or supplement to either of them). There does not exist any proceeding which, if determined adversely with respect to the Sub-Adviser, would have a material adverse effect on the registration of the Sub-Adviser with the Commission.
(c) The Sub-Adviser maintains and will maintain processes, systems and renew controls sufficient to provide reasonable assurances that the Sub-Adviser complies in all material respects and will continue to comply in all material respects with the 1940 Act, the 1940 Act Rules and Regulations, the Advisers Act and the Advisers Act Rules and Regulations, any law, ordinance, administrative or governmental rule or regulation applicable to the Sub-Adviser and any decree of the Commission, the NASD, any national securities exchange, any arbitrator, any court or any regulatory body, administrative agency or other governmental body, agency or official having jurisdiction over the Sub-Adviser.
(d) There are no legal or governmental proceedings pending or, to the knowledge of the Sub-Adviser, threatened against the Sub-Adviser that are required licensesto be described in the Registration Statement or the Prospectus (or any amendment or supplement to either of them) but are not described as required or that, registrationsif determined adversely with respect to the Sub-Adviser, approvals and memberships during would have or would reasonably be expected to have a Material Adverse Effect on the term of this Sub-Adviser or on its ability to perform its obligations under the Sub-Advisory Agreement.
(be) There is no pendingNeither the execution, delivery or performance of this Agreement or the Sub-Advisory Agreement by the Sub-Adviser, nor the consummation by the Sub-Adviser of the transactions contemplated hereby or thereby (i) requires the Sub- Adviser to obtain any consent, approval, authorization or other order of, or to registration or filing with, the best of its knowledgeCommission, threatened or contemplated actionthe NASD, suit or proceeding before or by any state securities commission, any national securities exchange, any arbitrator, any court, governmentalregulatory body, administrative agency or selfother governmental body, agency or official having jurisdiction over the Sub-regulatory body Adviser (except as referred to in the Prospectus or arbitration panel the Registration Statement and such as have been already obtained) or conflicts or will conflict with or constitutes or will constitute a breach of or a default under, the articles of incorporation, by-laws or other organizational documents of the Sub-Adviser or (ii) conflicts or will conflict with or constitutes or will constitute a breach of or a default under, any material agreement, indenture, lease or other instrument to which the Sub-Adviser is a party or by which the Sub-Adviser or any of its principals properties may be bound, or affiliates violates or will violate any statute, law, regulation or judgment, injunction, order or decree applicable to the Sub-Adviser or any of its properties or will result in the creation or imposition of any material lien, charge or encumbrance upon any property or assets of the Sub-Adviser pursuant to the terms of any agreement or instrument to which it is a party, party or by which it may be bound or to which any of the property or assets of the Sub-Adviser is subject, except in any case under clause (i) or (ii) which does not or would not reasonably might be expected to (i) result in any material adverse change in have a Material Adverse Effect on the Sub-Adviser’s condition Adviser or does not or would not reasonably be expected to have a material adverse effect on the ability of the Sub-Adviser to perform its obligations under this Agreement or the Sub-Advisory Agreement. The Sub-Adviser is not subject to any order of any court or of any arbitrator, regulatory body, administrative agency or other governmental body, agency or official that would have a Material Adverse Effect on the Sub-Adviser or does not or would not reasonably be expected to have a Material Adverse Effect on the ability of the Sub-Adviser to perform its obligations under this Agreement or the Sub-Advisory Agreement.
(financial or otherwise)f) The Sub-Adviser has the power and authority to enter into this Agreement and the Sub-Advisory Agreement; the execution and delivery of, business or prospectsand the performance by the Sub-Adviser of its obligations under, this Agreement and the Sub-Advisory Agreement have been duly and validly authorized by the Sub-Adviser and this Agreement and the Sub-Advisory Agreement have been duly executed and delivered by the Sub-Adviser and (iiassuming due and valid authorization, execution and delivery by the other parties hereto and thereto) affect adversely in any material respect any this Agreement and the Sub-Advisory Agreement constitute the valid and legally binding agreements of the Sub-Adviser’s assets, (iii) materially impair enforceable against the Sub-Adviser in accordance with their terms, except as rights to indemnity and contribution hereunder may be limited by federal or state securities laws and subject to the qualification that the enforceability of the Sub-Adviser’s ability 's obligations hereunder and thereunder may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium and other laws (whether statutory or decisional) relating to discharge or affecting creditors' rights generally and by general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law).
(g) The Sub-Adviser has the financial resources necessary for the performance of its services and obligations as contemplated in the Registration Statement and the Prospectus (or any amendment or supplement to either of them) or under this Agreement or the Sub-Advisory Agreement, or (iv) result in a matter which would require an amendment to the Sub-Adviser’s Form ADV, Part II; and the Sub-Adviser has not received any notice of an investigation by the Commission or any state regarding U.S. federal or state securities laws, regulations or rules.
(ch) All references in the Disclosure Documents concerning The description of the Sub-Adviser and its affiliates business, and the controlling persons, affiliates, stockholders, directors, officers and employees of any of the foregoing provided statements attributable to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use Adviser, in the Disclosure Documents, as well as all performance information provided Registration Statement or the Prospectus (or any amendment or supplement to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use by MassMutual, are accurate either of them) complied and comply in all material respects with the provisions of the 1933 Act, the 1940 Act, the Advisers Act, the Rules and do Regulations and the Advisers Act Rules and Regulations and did not and will not contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make such information the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading.
(di) Subject Since the date as of which information is given in the Registration Statement or the Prospectus (or any amendment or supplement to adequate assurances either of confidentialitythem), except as otherwise stated therein, there has not occurred any event that would reasonably be expected to have a Material Adverse Effect on the ability of the Sub-Adviser to perform its obligations under this Agreement or the Sub-Advisory Agreement.
(j) The Sub-Adviser has such permits as are necessary to own its property and to conduct its business in the manner described in the Prospectus (and any amendment or supplement thereto), except to the extent that any failure to have such permits would not reasonably be expected to have a Material Adverse Effect on the ability of the Sub-Adviser to perform its obligations under the Sub-Advisory Agreement.
(k) This Agreement and the Sub-Advisory Agreement complies in all material respects with the applicable provisions of the 1940 Act, the 1940 Act Rules and Regulations, the Advisers Act and the Advisers Act Rules and Regulations.
(l) Except as stated in this Agreement, the Registration Statement or the Prospectus (or in any amendment or supplement to any of the foregoing), the Sub-Adviser has supplied tonot taken any action designed to or which might reasonably be expected to cause or result in or which will constitute stabilization or manipulation of the price of the Shares, in each case, in violation of federal securities laws and the Sub-Adviser is not aware of any such action taken or made available for review by, MassMutual (and if requested to be taken by MassMutual to its designated auditor) all documents, statements, agreements and workpapers reasonably requested by it relating to accounts covered by any affiliates of the Sub-Adviser’s performance results and which are in the Sub-Adviser’s possession or to which it has access. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.
Appears in 1 contract
Samples: Underwriting Agreement (Claymore/Raymond James SB-1 Equity Fund)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to and agrees with each of the Fund and MassMutual Underwriters that:
(a) The Sub-Adviser has obtained all required governmental no knowledge of any facts, circumstances or events that would cause any of the representations and regulatory licenseswarranties of the Fund and the Adviser set forth in Section 1 herein to be untrue in any respect.
(b) The Sub-Adviser has been duly organized, registrations is validly existing as a corporation in good standing under the laws of the jurisdiction of its organization, has the power and approvals required by law authority to own its property and to conduct its business as may described in the Time of Sale Prospectus and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be necessary so qualified or be in good standing would not have (i) a material adverse effect on the condition (financial or otherwise), business prospects, earnings, business, operations, properties, management or personnel of the Sub-Adviser, whether or not arising from transactions in the ordinary course of business of the Sub-Adviser, or (ii) an adverse effect on the power or ability of the Sub-Adviser to perform its obligations under this Sub-Advisory Agreement and or to act as consummate any of the transactions contemplated by the Trust Documents Time of Sale Prospectus and the Disclosure DocumentsProspectus ((i) and (ii), including without limitation registration individually or collectively, an “Sub-Adviser Material Adverse Effect”).
(c) The Sub-Adviser is duly registered as an investment adviser under the Advisers Act, and will maintain is not prohibited by the Advisers Act or the Investment Company Act from acting as the sub-adviser under the Sub-Advisory Agreement, and renew any required licensesno order of suspension or revocation of such registration has been issued or proceedings therefor initiated or, registrationsto the Sub-Adviser’s knowledge, approvals and memberships during threatened by the term Commission.
(d) Each of this Agreement and the Sub-Advisory Agreement has been duly authorized, executed and delivered by the Sub-Adviser. Each of this Agreement and the Sub-Advisory Agreement, assuming the due authorization, execution and delivery by the other parties thereto, is a valid and binding agreement of the Sub-Adviser, enforceable in accordance with its terms, except as rights to indemnity and contribution hereunder may be limited to equitable principles of general applicability or by federal or state securities laws and subject to applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium and similar laws affecting creditors’ rights generally. Each of this Agreement and the Sub-Advisory Agreement comply with all applicable provisions of the Acts, the Advisers Act and the applicable Rules and Regulations thereunder applicable to the Sub-Adviser.
(e) The execution and delivery by the Sub-Adviser of, and the performance by Sub-Adviser of its obligations under, this Agreement and the Sub-Advisory Agreement will not contravene (i) any provision of law applicable to the Sub-Adviser, (ii) the articles of incorporation or by-laws of the Sub-Adviser, (iii) any agreement to which the Sub-Adviser is a party, or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Sub-Adviser, whether foreign or domestic, except, in the case of (i), (iii) and (iv) above, to the extent any such contravention would not have a Sub-Adviser Material Adverse Effect. No consent, approval, authorization, order or permit of, or qualification with, any governmental body or agency, self-regulatory organization or court or other tribunal, whether foreign or domestic, is required for the performance by the Sub-Adviser of its obligations under this Agreement and the Sub-Advisory Agreement, except such as have been obtained and as may be required by the Acts, the Advisers Act, the Exchange Act or the applicable Rules and Regulations, or by the securities or Blue Sky laws of the various states and foreign jurisdictions in connection with the offer and sale of the Shares or such as which the failure to obtain would not have a Sub-Adviser Material Adverse Effect or a Fund Material Adverse Effect.
(f) There are no legal or governmental proceedings pending or, to the Sub-Adviser’s knowledge, threatened to which the Sub-Adviser is a party or to which any of the properties of the Sub-Adviser is subject (i) other than proceedings accurately described in all material respects in the Time of Sale Prospectus and the Prospectus and proceedings that would not have a Sub-Adviser Material Adverse Effect or (ii) that are required to be described in the Registration Statement, the Time of Sale Prospectus or the Prospectus and are not so described; and there are no statutes, regulations, contracts or other documents applicable to the Sub-Adviser that are required to be described in the Registration Statement, the Time of Sale Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that are not described or filed as required by the Acts and the applicable Rules and Regulations.
(g) The Sub-Adviser has all necessary consents, authorizations, approvals, orders (including exemptive orders), certificates and permits of and from, and has made all declarations and filings with, all governmental authorities, self-regulatory organizations and courts and other tribunals, whether foreign or domestic, to own and use its assets and to conduct its business in the manner described in the Time of Sale Prospectus and the Prospectus, except to the extent described in the Time of Sale Prospectus and the Prospectus or that the failure to obtain or file the foregoing would not have a Sub-Adviser Material Adverse Effect or a Fund Material Adverse Effect.
(h) The Sub-Adviser has the financial resources available to it necessary for the performance of its services and obligations as contemplated in the Time of Sale Prospectus and the Prospectus and by the Sub-Advisory Agreement.
(bi) There The Sub-Advisory Agreement is no pending, or to the best of its knowledge, threatened or contemplated action, suit or proceeding before or by any court, governmental, administrative or self-regulatory body or arbitration panel to which in full force and effect and the Sub-Adviser is not in default thereunder, and no event has occurred which with the passage of time or any the giving of its principals notice or affiliates is both would constitute a party, or to which any of the assets default under such document.
(j) The description of the Sub-Adviser is subject, which reasonably might be expected to in (i) result in any material adverse change in the Sub-Adviser’s condition (financial or otherwise)Registration Statement does not, business or prospectsand on the Closing Date will not, (ii) affect adversely in any material respect any of the Sub-Adviser’s assets, (iii) materially impair the Sub-Adviser’s ability to discharge its obligations under this Sub-Advisory Agreement, or (iv) result in a matter which would require an amendment to the Sub-Adviser’s Form ADV, Part II; and the Sub-Adviser has not received any notice of an investigation by the Commission or any state regarding U.S. federal or state securities laws, regulations or rules.
(c) All references in the Disclosure Documents concerning the Sub-Adviser and its affiliates and the controlling persons, affiliates, stockholders, directors, officers and employees of any of the foregoing provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use in the Disclosure Documents, as well as all performance information provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use by MassMutual, are accurate in all material respects and do not contain any untrue statement of a material fact or omit to state a any material fact necessary in order to make such information not misleading, and (ii) the Time of Sale Prospectus and the Prospectus does not, and on the Closing Date will not, contain any untrue statement of a material fact or omit to state any material fact necessary to make such information, in the light of the circumstances under which such statements were made, not misleading.
(dk) Subject to adequate assurances There has not occurred any material adverse change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business, business prospects, properties or operations of confidentiality, the Sub-Adviser has supplied tofrom that set forth in the Time of Sale Prospectus, and there have been no transactions entered into by the Sub-Adviser which are material to the Sub-Adviser other than those in the ordinary course of its business or made available for review byas described in the Time of Sale Prospectus.
(l) Neither the Sub-Adviser nor any of its subsidiaries, MassMutual (and if requested by MassMutual directors or officers, nor to its designated auditor) all documents, statements, agreements and workpapers reasonably requested by it relating to accounts covered by the Sub-Adviser’s performance results knowledge, any of its employees, affiliates or any agent or representative of it or of any of its subsidiaries or affiliates, has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly, to any “government official” (including any officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to improperly influence official action or secure an improper advantage; and which are in the Sub-Adviser and its subsidiaries and, to the Sub-Adviser’s possession or knowledge, its affiliates have conducted their businesses in compliance with applicable anti-corruption laws including, without limitation, the FCPA, and have instituted and maintain and will continue to which it has access. maintain policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representation and warranty contained herein.
(m) The foregoing representations and warranties shall be continuing during operations of the term of this Sub-Advisory AgreementAdviser and its subsidiaries are and have been conducted at all times in material compliance with all applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), and any applicable anti-money laundering statutes of jurisdictions where the Sub-Adviser conducts business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Sub-Adviser Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Sub-Adviser or any of its subsidiaries with respect to the Sub-Adviser Anti-Money Laundering Laws is pending or, to the knowledge of the Sub-Adviser, threatened.
(i) The Sub-Adviser represents that neither it nor any of its subsidiaries, directors or officers, nor to the Sub-Adviser’s knowledge, any of its employees, affiliates or any agent or representative of the Sub-Adviser or any of its subsidiaries or affiliates, is an individual or entity (“Sub-Adviser Person”) that is, or is owned or controlled by an Sub-Adviser Person that is: (A) the subject of any Sanctions, nor (B) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Burma/Myanmar, Cuba, Iran, Libya, North Korea, Sudan and Syria).
(ii) The Sub-Adviser represents and covenants that it will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Sub-Adviser Person: (A) to fund or facilitate any activities or business of or with any Sub-Adviser Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (B) in any other manner that will result in a violation of Sanctions by any Sub-Adviser Person (including any Sub-Adviser Person participating in the offering, whether as underwriter, advisor, investor or otherwise).
(iii) The Sub-Adviser represents and covenants that, for the past 5 years, it and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any dealings or transactions with any Sub-Adviser Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions.
Appears in 1 contract
Samples: Underwriting Agreement (Prudential Short Duration High Yield Fund, Inc.)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to the Fund and MassMutual thatUnderwriters as follows:
(a) The Sub-Adviser has obtained all required governmental is a duly formed limited partnership and regulatory licensesis validly existing in good standing under the laws of the State of Delaware, registrations with full power and approvals required by law authority to own, lease and operate its properties and to conduct its business as may be necessary described in the Registration Statement and the Prospectus (and any amendment or supplement to either of them), and is duly registered and qualified to conduct its business and is in good standing in each jurisdiction or place where the nature of its properties or the conduct of its business requires such registration or qualification, except where the failure to so register or to qualify does not have a material adverse effect on the condition (financial or other), business, prospects, assets or results of operations of the Sub-Adviser or on the ability of the Sub-Adviser to perform its obligations under this Agreement and the Sub-Advisory Agreement and to act as contemplated by (a "Sub-Adviser Material Adverse Effect".)
(b) The Sub-Adviser is duly registered with the Trust Documents and the Disclosure Documents, including without limitation registration Commission as an investment adviser under the Advisers Act and is not prohibited by the Advisers Act, the Advisers Act Rules and will maintain Regulations, the 1940 Act or the 1940 Act Rules and renew any required licenses, registrations, approvals and memberships during Regulations from acting under the term of this Sub-Advisory AgreementAgreement for the Fund as contemplated by the Prospectus (or any amendment or supplement thereto). There does not exist any proceeding which should reasonably be expected to have a material adverse affect on the registration of the Sub-Adviser with the Commission.
(bc) There is are no pendinglegal or governmental proceedings pending or, to the knowledge of the Sub-Adviser, threatened against the Sub-Adviser, or to the best of its knowledge, threatened or contemplated action, suit or proceeding before or by any court, governmental, administrative or self-regulatory body or arbitration panel to which the Sub-Adviser or any of its principals properties are subject, that are required to be described in the Registration Statement or affiliates the Prospectus (or any amendment or supplement to either of them) but are not described as required or that should reasonably be expected to have a Sub-Adviser Material Adverse Effect.
(d) Neither the execution, delivery or performance of this Agreement or the Sub-Advisory Agreement by the Sub-Adviser, nor the consummation by the Sub-Adviser of the transactions contemplated hereby or thereby:
(i) requires the Sub-Adviser to obtain any consent, approval, authorization or other order of, or registration or filing with, the Commission, the NASD, any state securities commission, any national securities exchange, any arbitrator, any court, regulatory body, administrative agency or other governmental body, agency or official having jurisdiction over the Sub-Adviser or conflicts or will conflict with or constitutes or will constitute a breach of or a default under the certificate of limited partnership or limited partnership agreement or other organizational documents of the Sub-Adviser; or
(ii) conflicts or will conflict with or constitutes or will constitute a breach of or a default under, any agreement, indenture, lease or other instrument to which the Sub-Adviser is a partyparty or by which it or any of its properties may be bound, or violates or will violate any statute, law, regulation or judgment, injunction, order or decree applicable to the Sub-Adviser or any of its properties or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Sub-Adviser pursuant to the terms of any agreement or instrument to which it is a party or by which it may be bound or to which any of the property or assets of the Sub-Adviser is subject, which except in any case under clause (i) or (ii) as should not reasonably might be expected to have a Sub-Adviser Material Adverse Effect. The Sub-Adviser is not subject to any order of any court or of any arbitrator, governmental authority or administrative agency.
(ie) result in any material adverse change in The Sub-Adviser has full power and authority to enter into this Agreement and the Sub-Advisory Agreement; the execution and delivery of, and the performance by the Sub-Adviser of its obligations under, this Agreement and the Sub-Advisory Agreement have been duly and validly authorized by the Sub-Adviser’s condition (financial or otherwise); and this Agreement and the Sub-Advisory Agreement have been duly executed and delivered by the Sub-Adviser and, business or prospectsassuming due authorization, (ii) affect adversely in any material respect any execution and delivery by the other parties thereto, constitute the valid and legally binding agreements of the Sub-Adviser’s assets, (iii) materially impair enforceable against the Sub-Adviser in accordance with their terms, except as enforcement of rights to indemnity and contribution hereunder may be limited by considerations of public policy and federal and state securities law and subject to the qualification that the enforceability of the Sub-Adviser’s ability 's obligations hereunder and thereunder may be limited by bankruptcy, insolvency, liquidation, receivership, conservatorship, reorganization, moratorium and other similar laws relating to discharge or affecting creditors' rights generally and by general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law) and fair dealing.
(f) The Sub-Adviser has the financial resources available to it necessary for the performance of its services and obligations as contemplated in the Prospectus (or any amendment or supplement thereto) and under this Agreement and the Sub-Advisory Agreement, or .
(ivg) result in a matter which would require an amendment to the Sub-Adviser’s Form ADV, Part II; and The description of the Sub-Adviser has not received any notice of an investigation by the Commission or any state regarding U.S. federal or state securities laws, regulations or rules.
(c) All references in the Disclosure Documents concerning the Sub-Adviser and its affiliates Registration Statement and the controlling persons, affiliates, stockholders, directors, officers Prospectus (and employees of any of the foregoing provided to MassMutual by the Sub-Adviser amendment or approved by the Sub-Adviser for use in the Disclosure Documents, as well as all performance information provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use by MassMutual, are accurate supplement thereto) complied and comply in all material respects with the provisions of the 1933 Act, the 1940 Act, the Advisers Act, the Rules and Regulations and the Advisers Act Rules and Regulations and do not contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make such information the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading.
(dh) Subject Except as disclosed in the Registration Statement and the Prospectus (or any amendment or supplement to adequate assurances either of confidentialitythem), subsequent to the respective dates as of which such information is given in the Registration Statement and the Prospectus (or any amendment or supplement to either of them), there has not occurred any event that should reasonably be expected to have a Sub-Adviser Material Adverse Effect.
(i) The Sub-Adviser has such permits, licenses, franchises and authorizations of governmental or regulatory authorities ("Sub-Adviser Permits") as are necessary to own its properties and to conduct its business in the manner described in the Prospectus (and any amendment or supplement thereto), except to the extent that the failure to so have should not reasonably be expected to have a Sub-Adviser Material Adverse Effect.
(j) The Sub-Adviser has fulfilled and performed all its material obligations with respect to such Sub-Adviser Permits and no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other material impairment of the rights of the Sub-Adviser under any such Sub-Adviser Permit, except where the revocation, termination or impairment of the Sub-Adviser's rights under such Sub-Adviser Permits should not reasonably be expected to have a Sub-Adviser Material Adverse Effect.
(k) Except as stated in this Agreement and in the Prospectus (and in any amendment or supplement thereto), the Sub-Adviser has supplied tonot taken, nor will it take, directly or made available for review byindirectly, MassMutual (any action designed to or which might reasonably be expected to cause or result in, stabilization or manipulation of the price of any securities issued by the Fund to facilitate the sale or resale of the Shares, and if requested the Sub-Adviser is not aware of any such action taken or to be taken by MassMutual to its designated auditor) all documents, statements, agreements and workpapers reasonably requested by it relating to accounts covered by any affiliates of the Sub-Adviser’s performance results .
(l) The Sub-Adviser has not made available any promotional materials regarding the Fund intended for use only by qualified broker-dealers and which are registered representatives thereof by means of an Internet web site or similar electronic means.
(m) The Sub-Advisory Agreement and the provisions in this Agreement applicable to the Sub-Adviser’s possession or to which it has access. The foregoing representations Adviser comply in all material respects with all applicable provisions of the 1940 Act, the 1940 Act Rules and warranties shall be continuing during Regulations, the term of this Sub-Advisory AgreementAdvisers Act and the Advisers Act Rules and Regulations.
Appears in 1 contract
Samples: Underwriting Agreement (Real Estate Income Fund Inc)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to the Fund and MassMutual that:
(a) The Sub-Adviser has obtained all required governmental and regulatory licenses, registrations and approvals required by law as may be necessary to perform its obligations under this Sub-Advisory SubAdvisory Agreement and to act as contemplated by the Trust Documents and the Disclosure Documents, including without limitation registration as an investment adviser under the Advisers Act, and will maintain and renew any required licenses, registrations, approvals and memberships during the term of this Sub-Advisory Agreement.
(b) There is no pending, or to the best of its knowledge, threatened or contemplated action, suit or proceeding before or by any court, governmental, administrative or self-regulatory body or arbitration panel to which the Sub-Adviser or any of its principals or affiliates is a party, or to which any of the assets of the Sub-Adviser is subject, which reasonably might be expected to (i) result in any material adverse change in the Sub-Adviser’s condition (financial or otherwise), business or prospects, (ii) affect adversely in any material respect any of the Sub-Adviser’s assets, (iii) materially impair the Sub-AdviserSubAdviser’s ability to discharge its obligations under this Sub-Advisory Agreement, or (iv) result in a matter which would require an amendment to the Sub-Adviser’s Form ADV, Part II; and the Sub-Adviser has not received any notice of an investigation by the Securities and Exchange Commission or any state regarding U.S. federal or state securities laws, regulations or rules.
(c) All references in the Disclosure Documents concerning the Sub-Adviser and its affiliates and the controlling persons, affiliates, stockholders, directors, officers and employees of any of the foregoing provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use in the Disclosure Documents, as well as all performance information provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use by MassMutual, are accurate in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make such information not misleading.
(d) Subject to adequate assurances of confidentiality, the Sub-Adviser has supplied to, or made available for review by, MassMutual (and if requested by MassMutual to its designated auditor) all documents, statements, agreements and workpapers reasonably requested by it relating to accounts covered by the Sub-Adviser’s performance results and which are in the Sub-Adviser’s possession or to which it has access. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (MML Series Investment Fund)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to the Fund and MassMutual that:
(a) The Sub-Adviser has obtained all required governmental and regulatory licenses, registrations and approvals required by law as may be necessary to perform its obligations under this Sub-Sub- Advisory Agreement and to act as contemplated by the Trust Documents and the Disclosure Documents, including without limitation registration as an investment adviser under the Advisers Act, and will maintain and renew any required licenses, registrations, approvals and memberships during the term of this Sub-Advisory Agreement.
(b) There is no pendingThe Sub-Adviser hereby represents and warrants that, or to the best of its knowledge, there is no material litigation pending or threatened or contemplated action, suit or proceeding before or by any court, governmental, administrative or self-regulatory body or arbitration panel to which against the Sub-Adviser or any of its principals subsidiaries asserting any violation by them or affiliates is a party, or to which any of the assets of investment company sub-advised by the Sub-Adviser is subject, which reasonably might be expected to (i) result in any material adverse change in the Sub-Adviser’s condition (financial or otherwise), business or prospects, (ii) affect adversely in any material respect any of the Sub-Adviser’s assets, (iii) materially impair Investment Advisers Act or the Sub-Adviser’s ability to discharge its obligations under this Sub-Advisory Agreement, Investment Company Act or (iv) result in a matter which would require an amendment to the Sub-Adviser’s Form ADV, Part II; respective rules and the regulations thereunder. The Sub-Adviser hereby further represents and warrants that it has not received amended and will continue to amend its Form ADV to include any notice of an investigation by the Commission material litigation or any state regarding U.S. federal or state securities laws, regulations or rulesregulatory proceedings that it is required to disclose.
(c) All references in the Disclosure Documents concerning the Sub-Adviser and its affiliates and the controlling persons, affiliates, stockholders, directors, officers and employees of any of the foregoing provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use in the Disclosure Documents, as well as all performance information provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use by MassMutual, are to the best of the Sub-Adviser’s knowledge and belief accurate in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make such information not misleading.
(d) Subject to adequate assurances of confidentiality, the Sub-Adviser has supplied to, or made available for review by, MassMutual (and if requested by MassMutual to its designated auditor) all documents, statements, agreements and workpapers reasonably requested by it relating to accounts covered by the Sub-Adviser’s performance results and which are in the Sub-Adviser’s possession or to which it has access. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Massmutual Premier Funds)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to the Fund and MassMutual thateach Underwriter as follows:
(a) The Sub-Adviser has obtained all required governmental is a limited liability company duly organized and regulatory licensesvalidly existing in good standing under the laws of the State of Missouri, registrations with full limited liability company power and approvals required by law authority to own, lease and operate its properties and to conduct its business as may be necessary described in each of the Registration Statement and the Prospectus (or any amendment or supplement to perform either of them) and is duly registered and qualified to conduct business and is in good standing in each jurisdiction or place where the nature of its obligations under this properties or conduct of its business requires such registration or qualification, except where the failure so to register or to qualify would not have a material, adverse affect on the condition (financial or other), general affairs, business, properties, net assets or results of operations of the Sub-Advisory Agreement and to act as contemplated by Adviser or the Trust Documents and Fund.
(b) The Sub-Adviser is duly registered with the Disclosure Documents, including without limitation registration Commission as an investment adviser under the Advisers Act and is not prohibited by the Advisers Act, the 1940 Act, the Advisers Act Rules and will maintain Regulations or the 1940 Act Rules and renew Regulations from acting under the Sub-Advisory Agreement for the Fund as contemplated by the Registration Statement or the Prospectus (or any amendment or supplement to either of them). There does not exist any proceeding which could have a Material Adverse Effect on the registration of the Sub-Adviser with the Commission.
(c) There are no legal or governmental proceedings pending or, to the knowledge of the Sub-Adviser, threatened against the Sub-Adviser that are required licensesto be described in the Registration Statement or the Prospectus (or any amendment or supplement to either of them) but are not described as required or that could result in any Material Adverse Effect on the Sub-Adviser or that may have a material, registrations, approvals and memberships during adverse effect on the term ability of the Sub-Adviser to perform its obligations under this Agreement or the Sub-Advisory Agreement.
(bd) There is no pendingNeither the execution, delivery or performance of this Agreement or the Sub-Advisory Agreement by the Sub-Adviser, nor the consummation by the Adviser of the transactions contemplated hereby or thereby (i) requires the Sub-Adviser to obtain any consent, approval, authorization or other order of, or to registration or filing with, the best of its knowledgeCommission, threatened or contemplated actionthe NASD, suit or proceeding before or by any state securities commission, any national securities exchange, any arbitrator, any court, governmentalregulatory body, administrative agency or selfother governmental body, agency or official having jurisdiction over the Sub-regulatory body Adviser or arbitration panel conflicts or will conflict with or constitutes or will constitute a breach of or a default under, the limited liability company agreement or bylaws or other organizational documents of the Sub-Adviser or (ii) conflicts or will conflict with or constitutes or will constitute a breach of or a default under, any agreement, indenture, lease or other instrument to which the Sub-Adviser is a party or by which the Sub-Adviser or any of its principals properties may be bound, or affiliates violates or will violate any statute, law, regulation or judgment, injunction, order or decree applicable to the Sub-Adviser or any of its properties or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Sub-Adviser pursuant to the terms of any agreement or instrument to which it is a party, party or by which it may be bound or to which any of the property or assets of the Sub-Adviser is subject, which except in any case under clause (ii) for such conflict, breach, default, violation or lien that, either alone or in the aggregate, does not have or would not reasonably might be expected to (i) result in any material adverse change in have a Material Adverse Effect on the Sub-Adviser or on the ability of the Sub-Adviser to perform its obligations under this Agreement or the Sub-Advisory Agreement. The Sub-Adviser is not subject to any order of any court or of any arbitrator, regulatory body, administrative agency or other governmental body, agency or official.
(e) The Sub-Adviser has full power and authority to enter into this Agreement and the Sub-Advisory Agreement; the execution and delivery of, and the performance by the Sub-Adviser of its obligations under, this Agreement and the Sub-Advisory Agreement have been duly and validly authorized by the Adviser’s condition (financial or otherwise), business or prospects, (ii) affect adversely in any material respect any ; and this Agreement and the Sub-Advisory Agreement have been duly executed and delivered by the Sub-Adviser and constitute the valid and legally binding agreements of the Sub-Adviser’s assets, (iii) materially impair enforceable against the Sub-Adviser in accordance with their terms, except as rights to indemnity and contribution hereunder may be limited by federal or state securities laws and subject to the qualification that the enforceability of the Sub-Adviser’s ability 's obligations hereunder and thereunder may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium and other laws relating to discharge or affecting creditors' rights generally and by general equitable principles whether enforcement is considered in a proceeding in equity or at law.
(f) The Sub-Adviser has the financial resources necessary for the performance of its services and obligations as contemplated in the Registration Statement and the Prospectus (or any amendment or supplement to either of them) or under this Agreement and the Sub-Advisory Agreement, or (iv) result in a matter which would require an amendment to the Sub-Adviser’s Form ADV, Part II; and the Sub-Adviser has not received any notice of an investigation by the Commission or any state regarding U.S. federal or state securities laws, regulations or rules.
(cg) All references in the Disclosure Documents concerning The description of the Sub-Adviser and its affiliates business, and the controlling personsstatements attributable to the Adviser, affiliates, stockholders, directors, officers and employees of any of the foregoing provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use in the Disclosure Documents, as well as all performance information provided Registration Statement or the Prospectus (or any amendment or supplement to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use by MassMutual, are accurate either of them) complied and comply in all material respects with the provisions of the 1933 Act, the 1940 Act, the Advisers Act, the Rules and do Regulations and the Advisers Act Rules and Regulations and did not and will not contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make such information the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading.
(dh) Subject Since the date as of which information is given in the Registration Statement or the Prospectus (or any amendment or supplement to adequate assurances either of confidentialitythem), except as otherwise stated therein, (i) there has been no material adverse change in the condition (financial or other), business, properties, net assets or results of operations or business prospects of the Sub-Adviser, whether or not arising from the ordinary course of business, and (ii) there have been no transactions entered into by the Sub-Adviser which are material to the Sub-Adviser other than those in the ordinary course of its business as described in the Prospectus.
(i) The Sub-Adviser has such permits as are necessary to own its property and to conduct its business in the manner described in the Prospectus (and any amendment or supplement thereto); and the Sub-Adviser has fulfilled and performed all its material obligations with respect to such permits and no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other impairment of the rights of the Adviser under any such permit.
(j) None of this Agreement nor the Sub-Advisory Agreement violates any applicable provisions of the 1940 Act, the 1940 Act Rules and Regulations, the Advisers Act and the Advisers Act Rules and Regulations.
(k) Except as stated in this Agreement, the Registration Statement or the Prospectus (or in any amendment or supplement to any of the foregoing), the Sub-Adviser has supplied tonot taken and will not take, directly or made available for review byindirectly, MassMutual (any action designed to or which might reasonably be expected to cause or result in or which will constitute stabilization or manipulation of the price of the Shares or of any securities issued by the Fund to facilitate the sale or resale of the Shares, in each case, in violation of federal securities laws and if requested the Sub-Adviser is not aware of any such action taken or to be taken by MassMutual to its designated auditor) all documents, statements, agreements and workpapers reasonably requested by it relating to accounts covered by any affiliates of the Sub-Adviser’s performance results and which are in the Sub-Adviser’s possession or to which it has access. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.
Appears in 1 contract
Samples: Underwriting Agreement (Energy Income & Growth Fund)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to the Fund and MassMutual that:
(a) The Sub-Adviser has obtained all required governmental and regulatory licenses, registrations and approvals required by law as may be necessary to perform its obligations under this Sub-Advisory Agreement and to act as contemplated by the Trust Documents and the Disclosure Documents, including without limitation registration as an investment adviser under the Advisers Act, and will maintain and renew any required licenses, registrations, approvals and memberships during the term of this Sub-Advisory Agreement.
(b) There is no pending, or to the best of its knowledge, threatened or contemplated action, suit or proceeding before or by any court, governmental, administrative or self-regulatory body or arbitration panel to which the Sub-Adviser or any of its principals or affiliates is a party, or to which any of the assets of the Sub-Adviser is subject, which reasonably might be expected to (i) result in any material adverse change in the Sub-Adviser’s condition (financial or otherwise), business or prospects, (ii) affect adversely in any material respect any of the Sub-Adviser’s assets, (iii) materially impair the Sub-Adviser’s ability to discharge its obligations under this Sub-Advisory Agreement, or (iv) result in a matter which would require an amendment to the Sub-Adviser’s Form ADV, Part II; and the Sub-Adviser has not received any notice of an investigation by the Commission or any state regarding U.S. federal or state securities laws, regulations or rules.
(c) All references in the Disclosure Documents concerning the Sub-Adviser and its affiliates and the controlling persons, affiliates, stockholders, directors, officers and employees of any of the foregoing provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use in the Disclosure Documents, as well as all performance information provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use by MassMutual, are accurate in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make such information not misleading.
(d) Subject to adequate assurances of confidentiality, the Sub-Adviser has supplied to, or made available for review by, MassMutual (and if requested by MassMutual to its designated auditor) all documents, statements, agreements and workpapers reasonably requested by it relating to accounts covered by the Sub-Adviser’s performance results and which are in the Sub-Adviser’s possession or to which it has access. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Massmutual Select Funds)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to the Fund and MassMutual thateach Underwriter as follows:
(a) The Sub-Adviser has obtained all required governmental is a corporation duly organized and regulatory licensesvalidly existing in good standing under the laws of the State of Connecticut, registrations with full corporate power and approvals required by law authority to own, lease and operate its properties and to conduct its business as may described in each of the Registration Statement and the Prospectus (or any amendment or supplement to either of them) and is duly registered and qualified to conduct business and is in good standing in each jurisdiction or place where the nature of its properties or conduct of its business requires such registration or qualification, except where the failure so to register or to qualify would not reasonably be necessary expected to perform its obligations under this have a Material Adverse Effect on the Sub-Advisory Agreement and to act as contemplated by Adviser or the Trust Documents and Fund.
(b) The Sub-Adviser is duly registered with the Disclosure Documents, including without limitation registration Commission as an investment adviser under the Advisers Act and is not prohibited by the Advisers Act, the 1940 Act, the Advisers Act Rules and will maintain Regulations or the 1940 Act Rules and renew Regulations from acting under the Sub-Advisory Agreement for the Fund as contemplated by the Registration Statement or the Prospectus (or any amendment or supplement to either of them). There does not exist any proceeding which would reasonably be expected to have a material adverse effect on the registration of the Sub-Adviser with the Commission.
(c) There are no legal or governmental proceedings pending or, to the knowledge of the Sub-Adviser, threatened against the Sub-Adviser that are required licenses, registrations, approvals and memberships during to be described in the term Registration Statement or the Prospectus (or any amendment or supplement to either of them) but are not described as required or that would reasonably be expected to result in any Material Adverse Effect on the Sub-Adviser or that would be reasonably expected to have a material adverse effect on the ability of the Sub-Adviser to perform its obligations under this Agreement or the Sub-Advisory Agreement.
(bd) There is no pendingNeither the execution, delivery or performance by the Sub-Adviser of this Agreement or the Sub-Advisory Agreement (this Agreement, the Letter Agreement and the Sub-Advisory Agreement being referred to herein as the "Sub-Adviser Agreements"), nor the consummation by the Sub-Adviser of the transactions contemplated hereby or thereby (i) requires the Sub-Adviser to obtain any consent, approval, authorization or other order of, or to registration or filing which has not yet been made or obtained with, the best of its knowledgeCommission, threatened or contemplated actionthe NASD, suit or proceeding before or by any state securities commission, any national securities exchange, any arbitrator, any court, governmentalregulatory body, administrative agency or selfother governmental body, agency or official having jurisdiction over the Sub-regulatory body Adviser (except compliance with securities or arbitration panel Blue Sky laws of various jurisdictions which have been or will be effected in accordance with this Agreement and except for compliance with the filing requirements of the NASD Division of Corporate Finance) or conflicts or will conflict with or constitutes or will constitute a breach of or a default under, the certificate of incorporation or bylaws, or other organizational documents of the Sub-Adviser or (ii) conflicts or will conflict with or constitutes or will constitute a material breach of or a default under, any material agreement, indenture, lease or other instrument to which the Sub-Adviser is a party or by which the Sub-Adviser or any of its principals properties may be bound, or affiliates materially violates or will materially violate any material statute, law, regulation or judgment, injunction, order or decree applicable to the Sub-Adviser or any of its properties or will result in the creation or imposition of any material lien, charge or encumbrance upon any property or assets of the Sub-Adviser pursuant to the terms of any agreement or instrument to which it is a party, party or by which it may be bound or to which any of the property or assets of the Sub-Adviser is subject, which except in any case under clause (i) or (ii) as would not reasonably might be expected to (i) result in any have a material adverse change in effect on the ability of the Sub-Adviser’s condition (financial or otherwise), business or prospects, (ii) affect adversely in any material respect Adviser to perform its obligations under any of the Sub-Adviser’s assetsAdviser Agreements. The Sub-Adviser is not subject to any order of any court or of any arbitrator, regulatory body, administrative agency or other governmental body, agency or official.
(iiie) materially impair The Sub-Adviser has full power and authority to enter into each of the Sub-Adviser Agreements, the execution and delivery of, and the performance by the Sub-Adviser of its obligations under, each of the Sub-Adviser Agreements have been duly and validly authorized by the Sub-Adviser and each of the Sub-Adviser Agreements have been duly executed and delivered by the Sub-Adviser and constitute the valid and legally binding agreements of the Sub-Adviser’s ability to discharge its obligations under this , enforceable against the Sub-Advisory AgreementAdviser in accordance with their terms, except as rights to indemnity and contribution hereunder may be limited by federal or (iv) result in a matter which would require an amendment state securities laws and subject to the qualification that the enforceability of the Sub-Adviser’s Form ADV's obligations hereunder and thereunder may be limited by bankruptcy, Part II; fraudulent conveyance, insolvency, reorganization, moratorium and other laws relating to or affecting creditors' rights generally and by general equitable principles whether enforcement is considered in a proceeding in equity or at law.
(f) The Sub-Adviser has the financial resources available to it necessary for the performance of its services and obligations as contemplated in the Registration Statement and the Prospectus (or any amendment or supplement to either of them) or under each of the Sub-Adviser has not received any notice of an investigation by the Commission or any state regarding U.S. federal or state securities laws, regulations or rulesAgreements.
(cg) All references in the Disclosure Documents concerning The description of the Sub-Adviser and its affiliates business, and the controlling persons, affiliates, stockholders, directors, officers and employees of any of the foregoing provided statements attributable to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use Adviser, in the Disclosure Documents, as well as all performance information provided Registration Statement or the Prospectus (or any amendment or supplement to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use by MassMutual, are accurate either of them) complied and comply in all material respects with the provisions of the 1933 Act, the 1940 Act, the Advisers Act, the Rules and do Regulations and the Advisers Act Rules and Regulations and did not and will not contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make such information the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading.
(dh) Subject Since the date as of which information is given in the Registration Statement or the Prospectus (or any amendment or supplement to adequate assurances either of confidentialitythem), except as otherwise stated therein, (i) there has been no material adverse change in the condition (financial or other), business, properties, net assets or results of operations or business prospects of the Sub-Adviser, whether or not arising from the ordinary course of business and (ii) there have been no transactions entered into by the Sub-Adviser which are material to the Sub-Adviser other than those in the ordinary course of its business as described in the Prospectus.
(i) The Sub-Adviser has such permits as are necessary to own its property and to conduct its business in the manner described in the Prospectus (and any amendment or supplement thereto); the Sub-Adviser has supplied tofulfilled and performed all its material obligations with respect to such permits and no event has occurred which allows, or made available for review byafter notice or lapse of time would allow, MassMutual (and if requested by MassMutual to its designated auditor) all documents, statements, agreements and workpapers reasonably requested by it relating to accounts covered by revocation or termination thereof or results in any other material impairment of the rights of the Sub-Adviser’s performance results and which are in Adviser under any such permit.
(j) None of the Sub-Adviser’s possession or to which it has access. The foregoing representations Adviser Agreements violate any applicable provisions of the 1940 Act, the 1940 Act Rules and warranties shall be continuing during Regulations, the term of this Sub-Advisory AgreementAdvisers Act and the Advisers Act Rules and Regulations.
Appears in 1 contract
Samples: Underwriting Agreement (Nuveen Tax-Advantaged Floating Rate Fund)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to the Fund and MassMutual that:
(a) The Sub-Adviser has obtained all required governmental represents and regulatory licenses, registrations and approvals required by law as may be necessary warrants to perform its obligations under this Sub-Advisory Agreement and to act as contemplated by the Trust Documents and the Disclosure Documents, including without limitation registration Adviser that: (i) it is registered as an investment adviser under the Advisers Act, Act and is registered or licensed as an investment adviser under the laws of all jurisdictions in which its activities with respect to the Managed Portion require it to be so registered or licensed; (ii) it is registered with the CFTC as a "commodity trading advisor" and is a member of the National Futures Association ("NFA"); (iii) it will maintain and renew any required licenseseach such registration, registrations, approvals and memberships license or membership in effect at all times during the term of this Agreement and will obtain and maintain such additional governmental, self-regulatory, exchange or other licenses, approvals and/or memberships and file and maintain effective such other registrations as may be required to enable the Sub-Advisory Adviser to perform its obligations under this Agreement.
; (biv) There it is no pendingduly organized and validly existing, and is authorized to enter into this Agreement and to perform its obligations hereunder and this Agreement has been duly executed and delivered by the Sub- Adviser; (v) this Agreement is enforceable against the Sub- Adviser in accordance with its terms, subject as to enforcement to bankruptcy, insolvency, reorganization, arrangement, moratorium and other similar laws of general applicability relating to or affecting creditors' rights and to general equity principles; and (vi) neither the execution or delivery of this Agreement by the Sub-Adviser nor its performance of its obligations hereunder shall conflict with, violate, breach or constitute a default under any term or provision of its constituent or governing documents or any indenture, mortgage, deed of trust, instrument, agreement or other document to which the Sub-Adviser is a party or by which it is bound or to the best which any of its knowledgeassets are subject or any applicable statute, threatened law, rule, regulation, order or contemplated action, suit or proceeding before or by any court, governmental, administrative or self-regulatory body or arbitration panel other legal requirement applicable to which the Sub-Adviser or any of its principals assets, except to the extent such violation, breach or affiliates is default would not have a party, or material adverse effect on the Sub- Adviser's ability to which fulfill its duties under this Agreement.
(b) The Sub-Adviser shall promptly notify the Adviser and the Trust in writing of the occurrence of any of the assets following events: (i) any of the representations and warranties of the Sub-Adviser contained in this section becomes untrue after the execution of this Agreement; (ii) any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or other applicable law, rule or regulation or if the Sub-Adviser becomes aware that it is subjectsubject to any statutory disqualification pursuant to Section 9(b) of the 1940 Act or otherwise that prevents the Sub-Adviser from serving as an investment adviser or performing its duties pursuant to this Agreement; (iii) the Sub-Adviser shall have been served or notified of any action, suit, proceeding, or investigation, at law or in equity, before or by any court, public board or body, regarding the affairs of the Managed Portion; (iv) Xxxxx Xxxxx, Xxxxx Xxxxxxxxx and Xxxx Xxxxxxxxx of the Sub-Adviser (the "Key Personnel") are no longer involved in the trading decisions for the Managed Portion; (v) any change in any of the Key Personnel and/or any change concerning any of the Key Personnel (including, any adverse change in the position, function, regulatory or licensing status of any such Key Person) which reasonably might may adversely affect the Managed Portion; (vi) any proposed change in control (as defined in Section 2(a)(9) of the 0000 Xxx) of the Sub- Adviser; (vii) any proposed assignment of this Agreement; (viii) the Sub-Adviser becomes aware of any material fact respecting or relating to the Sub-Adviser or the investment strategies of the Managed Portion that is required to be expected disclosed but that is not contained in the Registration Statement, as amended and supplemented from time to (i) result time, regarding the Fund, or any amendment or supplement thereto, and of any material statement respecting or relating to the Sub-Adviser, the Sub-Adviser's investment strategies or the Managed Portion contained therein that becomes untrue in any material adverse respect; (ix) any change in the Sub-Adviser’s 's financial condition that would materially adversely impact its abilities to perform its duties hereunder and of any material reduction in the amount of coverage under the Sub- Adviser's errors and omissions or professional liability insurance coverage; (financial x) Sub-Adviser becomes aware of any event or otherwise)circumstance that constitutes (or will be reasonably likely to constitute with the passage of time) an event of default, business or prospectstermination event under any Trading Agreement for the Managed Portion; and Sub-Adviser hereby agrees to use its commercially reasonable efforts to monitor the occurrence of any such event or circumstance; (xi) any Counterparty (A) communicates to the Sub-Adviser (in any manner whatsoever) that such Counterparty will declare, might declare, or believes it is entitled to declare, an event of default, or termination event or (B) makes any changes to (i) the fees, rates, or other charges or (ii) affect adversely the daily or aggregate trading limits, margin requirements, eligible collateral requirements, or other risk parameters applicable to the Managed Portion, and in each case Sub-Adviser shall forward to Adviser all correspondence received from such Counterparty in connection therewith; and (xii) any change in the Sub- Adviser's status as a registered CTA or member of the NFA or, if the Sub-Adviser is relying on an exemption or exclusion from registration as a CTA, of any event that will make it ineligible for such exemption or exclusion. The Sub-Adviser further agrees to notify the Adviser and the Trust promptly if any statement regarding the Sub-Adviser contained in the Trust's Registration Statement with respect to the Fund, or any amendment or supplement thereto, becomes untrue or incomplete in any material respect any respect.
(c) The Sub-Adviser represents and warrants that it has delivered to the Fund at least 48 hours prior to the execution of this Agreement a copy of the Sub-Adviser’s assets, 's current Form ADV (iiiParts 1 and 2) materially impair the Sub-Adviser’s ability to discharge its obligations under this Sub-Advisory Agreement, or (iv) result and all information in a matter which would require an amendment to the Sub-Adviser’s Form ADV, Part II; such document is complete and the Sub-Adviser has not received any notice of an investigation by the Commission or any state regarding U.S. federal or state securities laws, regulations or rules.
(c) All references in the Disclosure Documents concerning the Sub-Adviser and its affiliates and the controlling persons, affiliates, stockholders, directors, officers and employees of any of the foregoing provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use in the Disclosure Documents, as well as all performance information provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use by MassMutual, are accurate in all material respects as of the date thereof and do not contain any untrue statement of a is in conformity in all material fact respects with applicable securities laws, rules and regulations. The Sub-Adviser hereby covenants and agrees promptly to deliver to the Fund its current Form ADV quarterly or omit to state a material fact necessary in order to make such information not misleadingupon reasonable request.
(d) Subject to adequate assurances of confidentiality, the The Sub-Adviser has supplied to, or made available for review by, MassMutual (acknowledges and if requested by MassMutual to its designated auditor) all documents, statements, agreements and workpapers reasonably requested by it relating to accounts covered by the Sub-Adviser’s performance results and which are in the Sub-Adviser’s possession or to which agrees that it has access. The foregoing representations not received legal or regulatory advice from the Fund, the Adviser or any of their respective employees or representatives, and warranties shall be continuing during the term of this Sub-Advisory Agreementis not entitled to rely on any statements or omissions by such employees or representatives regarding applicable law or regulation in satisfying its obligations hereunder, including its obligation to comply with all applicable laws and regulations.
Appears in 1 contract
Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to the Fund and MassMutual that:
(a) The Sub-Adviser has obtained all required governmental and regulatory licenses, registrations and approvals required by law as may be necessary to perform its obligations under this Sub-Advisory Agreement and to act as contemplated by the Trust Documents and the Disclosure Documents, including without limitation registration as an investment adviser under the Advisers Act, and will maintain and renew any required licenses, registrations, approvals and memberships during the term of this Sub-Advisory Agreement.
(b) There is no pending, or to the best of its knowledge, threatened or contemplated action, suit or proceeding before or by any court, governmental, administrative or self-regulatory body or arbitration panel to which the Sub-Adviser or any of its principals or affiliates is a party, or to which any of the assets of the Sub-Adviser is subject, which reasonably might be expected to (i) result in any material adverse change in the Sub-Adviser’s condition (financial or otherwise), business or prospects, (ii) affect adversely in any material respect any of the Sub-Adviser’s assets, (iii) materially impair the Sub-Adviser’s ability to discharge its obligations under this Sub-Advisory Agreement, or (iv) result in a matter which would require an amendment to the Sub-Adviser’s Form ADV, Part II; and the Sub-Adviser has not not, within the last 12 months, received any notice of an investigation by the Commission or any state regarding U.S. federal or state securities laws, regulations or rules.
(c) All references in the Disclosure Documents concerning the Sub-Adviser and its affiliates and the controlling persons, affiliates, stockholders, directors, officers and employees of any of the foregoing provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use in the Disclosure Documents, as well as all performance information provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use by MassMutual, are accurate in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make such information not misleading. The Sub-Adviser and its affiliates make no representation or warranty as to the compliance of any such performance information with applicable securities laws (including the appropriateness of including such information in the Disclosure Documents) other than those made in the immediately preceding sentence.
(d) Subject to adequate assurances of confidentiality, the Sub-Adviser has supplied to, or made available for review by, MassMutual (and if requested by MassMutual to its designated auditor) all documents, statements, agreements and workpapers reasonably requested by it relating to accounts covered by the Sub-Adviser’s composite performance results and which are in the Sub-Adviser’s possession or to which it has access. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Massmutual Select Funds)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to the Fund and MassMutual that:
(a) The Sub-Adviser has obtained all required governmental and regulatory licenses, registrations and approvals required by law as may be necessary to perform its obligations under this Sub-Advisory Agreement and to act as contemplated by the Trust Documents and the Disclosure Documents, including without limitation registration as an investment adviser under the Advisers Act, and will maintain and renew any required licenses, registrations, approvals and memberships during the term of this Sub-Advisory Agreement.
(b) There is no pendingThe Sub-Adviser hereby represents and warrants that, or to the best of its knowledge, there is no material litigation pending or threatened or contemplated action, suit or proceeding before or by any court, governmental, administrative or self-regulatory body or arbitration panel to which against the Sub-Adviser or any of its principals subsidiaries asserting any violation by them or affiliates is a party, or to which any of the assets of investment company sub-advised by the Sub-Adviser is subject, which reasonably might be expected to (i) result in any material adverse change in the Sub-Adviser’s condition (financial or otherwise), business or prospects, (ii) affect adversely in any material respect any of the Sub-Adviser’s assets, (iii) materially impair Advisers Act or the Sub-Adviser’s ability to discharge its obligations under this Sub-Advisory Agreement, Act or (iv) result in a matter which would require an amendment to the Sub-Adviser’s Form ADV, Part II; respective rules and the regulations thereunder. The Sub-Adviser hereby further represents and warrants that it has not received amended and will continue to amend its Form ADV to include any notice of an investigation by the Commission material litigation or any state regarding U.S. federal or state securities laws, regulations or rulesregulatory proceedings that it is required to disclose.
(c) All references in the Disclosure Documents concerning the Sub-Adviser and its affiliates and the controlling persons, affiliates, stockholders, directors, officers and employees of any of the foregoing provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use in the Disclosure Documents, as well as all performance information provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use by MassMutual, are to the best of the Sub-Adviser’s knowledge and belief accurate in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make such information not misleading.
(d) Subject to adequate assurances of confidentiality, the Sub-Adviser has supplied to, or made available for review by, MassMutual (and if requested by MassMutual to its designated auditor) all documents, statements, agreements and workpapers reasonably requested by it relating to accounts covered by the Sub-Adviser’s performance results and which are in the Sub-Adviser’s possession or to which it has access. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Massmutual Premier Funds)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to the Fund and MassMutual thateach Underwriter as follows:
(a) The Sub-Adviser has obtained all required governmental is a limited liability company duly formed and regulatory licensesvalidly existing in good standing under the laws of the [ ] of [ ], registrations with full limited liability company power and approvals required by law authority to own, lease and operate its properties and to conduct its business as may be necessary described in each of the Registration Statement and the Prospectus (or any amendment or supplement to perform either of them) and is duly registered and qualified to conduct business and is in good standing in each jurisdiction or place where the nature of its obligations under this properties or conduct of its business requires such registration or qualification, except where the failure so to register or to qualify does or would not have a Material Adverse Effect on the Sub-Advisory Agreement and to act as contemplated by Adviser.
(b) The Sub-Adviser is duly registered with the Trust Documents and the Disclosure Documents, including without limitation registration Commission as an investment adviser under the Advisers Act and is not prohibited by the Advisers Act, the 1940 Act, the Advisers Act Rules and will maintain Regulations or the 1940 Act Rules and renew Regulations from acting under this Agreement or the Sub-Advisory Agreement for the Fund as contemplated by the Registration Statement or the Prospectus (or any amendment or supplement to either of them). There does not exist any proceeding which, if determined adversely with respect to the Sub-Adviser, does or would have a material and adverse effect on the registration of the Sub-Adviser with the Commission.
(c) There are no legal or governmental proceedings pending or, to the knowledge of the Sub-Adviser, threatened against the Sub-Adviser that are required licensesto be described in the Registration Statement or the Prospectus (or any amendment or supplement to either of them) but are not described as required or that, registrationsif determined adversely with respect to the Sub-Adviser, approvals does or would have a Material Adverse Effect on the Sub-Adviser or does or would have a material and memberships during adverse effect on the term ability of the Sub-Adviser to perform its obligations under this Agreement or the Sub-Advisory Agreement.
(bd) There is no pendingNeither the execution, delivery or performance of this Agreement or the Sub-Advisory Agreement, nor the consummation by the Sub-Adviser of the transactions contemplated hereby or thereby (i) requires the Sub-Adviser to obtain any consent, approval, authorization or other order of, or to registration or filing with, the best of its knowledgeCommission, threatened or contemplated actionany state securities commission, suit or proceeding before or by any national securities exchange, any arbitrator, any court, governmentalregulatory body, administrative agency or selfother governmental body, agency or official having jurisdiction over the Sub-regulatory body Adviser or arbitration panel conflicts or will conflict with or constitutes or will constitute a breach of or a default under, the certificate of incorporation or bylaws, or other organizational documents of the Sub-Adviser or (ii) conflicts or will conflict with or constitutes or will constitute a breach of or a default under, any agreement, indenture, lease or other instrument to which the Sub-Adviser is a party or by which the Sub-Adviser or any of its principals properties may be bound, or affiliates violates or will violate any statute, law, regulation or judgment, injunction, order or decree applicable to the Sub-Adviser or any of its properties or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Sub-Adviser pursuant to the terms of any agreement or instrument to which it is a party, party or by which it may be bound or to which any of the property or assets of the Sub-Adviser is subject, which reasonably might be expected to except in any case under clause (i) result in or (ii) as would not have a Material Adverse Effect on the Sub-Adviser or on the ability of the Sub-Adviser to perform its obligations under this Agreement or the Sub-Advisory Agreement. The Sub-Adviser is not subject to any order of any court or of any arbitrator, regulatory body, administrative agency or other governmental body, agency or official that does or would have a Material Adverse Effect on the Sub-Adviser or does or would have a material and adverse change in effect on the ability of the Sub-Adviser to perform its obligations under this Agreement or the Sub-Advisory Agreement.
(e) The Sub-Adviser has full power and authority to enter into this Agreement and the Sub-Advisory Agreement; the execution and delivery of and the performance by the Sub-Adviser of its obligations under this Agreement and the Sub-Advisory Agreement have been duly and validly authorized by the Sub-Adviser’s condition ; and this Agreement and the Sub-Advisory Agreement have been duly executed and delivered by the Sub-Adviser and (financial or otherwise)assuming due and valid authorization, business or prospects, (iiexecution and delivery by the other parties hereto and thereto) affect adversely in any material respect any this Agreement and the Sub-Advisory Agreement constitutes the valid and legally binding agreement of the Sub-Adviser’s assets, (iii) materially impair enforceable against the Sub-Adviser in accordance with its terms, except as rights to indemnity and contribution hereunder may be limited by federal or state securities laws and subject to the qualification that the enforceability of the Sub-Adviser’s ability 's obligations hereunder and thereunder may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium and other laws relating to discharge or affecting creditors' rights generally and by general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law).
(f) The Sub-Adviser has the financial resources necessary for the performance of its services and obligations as contemplated in the Registration Statement and the Prospectus (or any amendment or supplement to either of them) or under this Agreement and the Sub-Advisory Agreement.
(g) The description of the Sub-Adviser in the Registration Statement and the Prospectus (or any amendment or supplement to either of them) complied and comply in all material respects with the provisions of the 1933 Act, or (iv) result in a matter which would require an amendment the 1940 Act, the Advisers Act, the Rules and Regulations and the Advisers Act Rules and Regulations; and such description and the statements attributable to the Sub-Adviser’s Form ADV, Part II; Adviser in the Registration Statement and the Sub-Adviser has not received any notice of an investigation by the Commission Prospectus (or any state regarding U.S. federal amendment or state securities laws, regulations or rules.
(csupplement to either of them) All references in the Disclosure Documents concerning the Sub-Adviser did not and its affiliates and the controlling persons, affiliates, stockholders, directors, officers and employees of any of the foregoing provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use in the Disclosure Documents, as well as all performance information provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use by MassMutual, are accurate in all material respects and do will not contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make such information the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading.
(dh) Subject Since the date as of which information is given in the Registration Statement or the Prospectus (or any amendment or supplement to adequate assurances either of confidentialitythem), except as otherwise stated therein, there has been no material adverse change in the condition (financial or other), business, properties, net assets or results of operations or business prospects of the Sub-Adviser, whether or not arising from the ordinary course of business that does or would have a Material Adverse Effect on the Sub-Adviser or does or would have a material and adverse effect on the ability of the Sub-Adviser to perform its obligations under this Agreement or the Sub-Advisory Agreement.
(i) The Sub-Adviser has such licenses, permits, and authorizations of governmental or regulatory authorities ("permits") as are necessary to own its property and to conduct its business in the manner described in the Prospectus (and any amendment or supplement thereto);
(ii) the Sub-Adviser has fulfilled and performed all its obligations with respect to such permits and no event has occurred which allows or, after notice or lapse of time, would allow, revocation or termination thereof or results in any other impairment of the rights of the Sub-Adviser under any such permit, subject in each case to such qualification as may be set forth in the Prospectus (and any amendment or supplement thereto); and,
(iii) except as described in the Prospectus (and any amendment or supplement thereto), none of such permits contains any restriction that is materially burdensome to the Sub-Adviser; except where the failure to obtain or perform its obligations with respect to such permits, or the restrictions set forth in such permits, as set forth in clauses (i), (ii) and (iii), either individually or in the aggregate, does or would have a Material Adverse Effect on the Sub-Adviser or does or would have a material and adverse effect on the ability of the Sub-Adviser to perform its obligations under this Agreement or the Sub-Advisory Agreement.
(j) The Sub-Advisory Agreement complies in all material respects with the applicable provisions of the 1940 Act, the 1940 Act Rules and Regulations, the Advisers Act and the Advisers Act Rules and Regulations.
(k) Except as stated in this Agreement and in the Prospectus (and any amendment or supplement thereto), the Sub-Adviser has supplied tonot taken and will not take, directly or made available for review byindirectly, MassMutual (and if requested by MassMutual any action designed to its designated auditor) all documentsor which could cause or result in or which will constitute stabilization or manipulation of the price of the Shares in violation of federal securities laws and, statements, agreements and workpapers reasonably requested by it relating to accounts covered by the Sub-Adviser’s performance results and which are in 's knowledge, no such action has been, or will be, taken by any affiliates of the Sub-Adviser’s possession or to which it has access. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.
Appears in 1 contract
Samples: Underwriting Agreement (Ing Clarion Real Estate Income Fund)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to the Fund and MassMutual that:
(a) The Sub-Adviser has obtained all required governmental and regulatory licenses, registrations and approvals required by law as may be necessary to perform its obligations under this Sub-Advisory Agreement and to act as contemplated by the Trust Documents and the Disclosure Documents, including without limitation registration as an investment adviser under the Advisers Act, and will maintain and renew any required licenses, registrations, approvals and memberships during the term of this Sub-Advisory Agreement.
(b) There is no pending, or to the best of its knowledge, threatened or contemplated action, suit or proceeding before or by any court, governmental, administrative or self-regulatory body or arbitration panel to which the Sub-Adviser or any of its principals or affiliates is a party, or to which any of the assets of the Sub-Adviser is subject, which reasonably might be expected to (i) result in any material adverse change in the Sub-Adviser’s 's condition (financial or otherwise), business or prospects, (ii) affect adversely in any material respect any of the Sub-Adviser’s assets, (iii) materially impair the Sub-Adviser’s 's ability to discharge its obligations under this Sub-Advisory Agreement, or (iv) result in a matter which would require an amendment to the Sub-Adviser’s 's Form ADV, Part II; and the Sub-Adviser has not received any notice of an investigation by the Commission or any state regarding U.S. federal or state securities laws, regulations or rules.
(c) All references in the Disclosure Documents concerning the Sub-Adviser and its affiliates and the controlling persons, affiliates, stockholders, directors, officers and employees of any of the foregoing provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use in the Disclosure Documents, as well as all performance information provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use by MassMutual, are accurate in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make such information not misleading.
(d) Subject to adequate assurances of confidentiality, the Sub-Adviser has supplied to, or made available for review by, MassMutual (and if requested by MassMutual to its designated auditor) all documents, statements, agreements and workpapers reasonably requested by it relating to accounts covered by the Sub-Adviser’s performance results and which are in the Sub-Adviser’s possession or to which it has access. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (MML Series Investment Fund II)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to the Fund and MassMutual that:
(a) The Sub-Adviser has obtained all required governmental and regulatory licenses, registrations and approvals required by law as may be necessary to perform its obligations under this Sub-Advisory Agreement and to act as contemplated by the Trust Documents and the Disclosure Documents, including without limitation registration as an investment adviser under the Advisers Act, and will maintain and renew any required licenses, registrations, approvals and memberships during the term of this Sub-Advisory Agreement.
(b) There is no pending, or to the best of its knowledge, threatened or contemplated action, suit or proceeding before or by any court, governmental, administrative or self-regulatory body or arbitration panel to which the Sub-Adviser or any of its principals or affiliates is a party, or to which any of the assets of the Sub-Adviser is subject, which reasonably might be expected to (i) result in any material adverse change in the Sub-Adviser’s condition (financial or otherwise), business or prospects, (ii) affect adversely in any material respect any of the Sub-Adviser’s assets, (iii) materially impair the Sub-Adviser’s ability to discharge its obligations under this Sub-Advisory Agreement, or (iv) result in a matter which would require an amendment to the Sub-Adviser’s Form ADV, Part II; and the Sub-Adviser has not received any notice of an investigation by the Commission or any state regarding U.S. federal or state securities laws, regulations or rules.
(c) All references in the Disclosure Documents concerning the Sub-Adviser and its affiliates and the controlling persons, affiliates, stockholders, directors, officers and employees of any of the foregoing provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use in the Disclosure Documents, as well as all performance information provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use by MassMutual, are accurate in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make such information not misleading.
(d) Subject to adequate assurances of confidentiality, the Sub-Adviser has supplied to, or made available for review by, MassMutual (and if requested by MassMutual to its designated auditor) all documents, statements, and agreements and workpapers reasonably requested by it relating to accounts covered by the Sub-Adviser’s performance results and which are in the Sub-Adviser’s possession or to which it has access. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Massmutual Institutional Funds)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to the Fund and MassMutual that:
(a) The Sub-Adviser has obtained all required governmental and regulatory licenses, registrations and approvals required by law as may be necessary to perform its obligations under this Sub-Sub- Advisory Agreement and to act as contemplated by the Trust Documents and the Disclosure Documents, including without limitation registration as an investment adviser under the Advisers Act, and will maintain and renew any required licenses, registrations, approvals and memberships during the term of this Sub-Advisory Agreement.
(b) There is no pending, or to the best of its knowledge, threatened or contemplated action, suit or proceeding before or by any court, governmental, administrative or self-regulatory body or arbitration panel to which the Sub-Adviser or any of its principals or affiliates is a party, or to which any of the assets of the Sub-Adviser is subject, which reasonably might be expected to (i) result in any material adverse change in the Sub-Adviser’s condition (financial or otherwise), business or prospects, (ii) affect adversely in any material respect any of the Sub-Adviser’s assets, (iii) materially impair the Sub-Adviser’s ability to discharge its obligations under this Sub-Advisory Agreement, or (iv) result in a matter which would require an amendment to the Sub-Adviser’s Form ADV, Part II; and the Sub-Adviser has not received any notice of an investigation by the Commission or any state regarding U.S. federal or state securities laws, regulations or rules.
(c) All references in the Disclosure Documents concerning the Sub-Adviser and its affiliates and the controlling persons, affiliates, stockholders, directors, officers and employees of any of the foregoing provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use in the Disclosure Documents, as well as all performance information provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use by MassMutual, are accurate in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make such information not misleading.
(d) Subject to adequate assurances of confidentiality, the Sub-Adviser has supplied to, or made available for review by, MassMutual (and if requested by MassMutual to its designated auditor) all documents, statements, and agreements and workpapers reasonably requested by it relating to accounts covered by the Sub-Adviser’s performance results and which are in the Sub-Adviser’s possession or to which it has access. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (MML Series Investment Fund)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to the Fund and MassMutual thateach Underwriter as follows:
(a) The Sub-Adviser has obtained all required governmental is a limited liability company duly organized and regulatory licensesvalidly existing in good standing under the laws of the State of Missouri, registrations with full limited liability company power and approvals required by law authority to own, lease and operate its properties and to conduct its business as may be necessary described in each of the Registration Statement and the Prospectus (or any amendment or supplement to perform either of them) and is duly registered and qualified to conduct business and is in good standing in each jurisdiction or place where the nature of its obligations under this properties or conduct of its business requires such registration or qualification, except where the failure so to register or to qualify does or would not have a Material Adverse Effect on the Sub-Advisory Agreement and to act as contemplated by Adviser.
(b) The Sub-Adviser is duly registered with the Trust Documents and the Disclosure Documents, including without limitation registration Commission as an investment adviser under the Advisers Act and is not prohibited by the Advisers Act, the 1940 Act, the Advisers Act Rules and will maintain Regulations or the 1940 Act Rules and renew Regulations from acting under this Agreement or the Sub-Advisory Agreement for the Fund as contemplated by the Registration Statement or the Prospectus (or any amendment or supplement to either of them). There does not exist any proceeding that, if determined adversely with respect to the Sub-Adviser, would have a Material Adverse Effect on the registration of the Sub-Adviser with the Commission.
(c) There are no legal or governmental proceedings pending or, to the knowledge of the Sub-Adviser, threatened against the Sub-Adviser that are required licensesto be described in the Registration Statement or the Prospectus (or any amendment or supplement to either of them) but are not described or that, registrationsif determined adversely with respect to the Sub-Adviser, approvals and memberships during would have a Material Adverse Effect on the term Sub-Adviser or would have a Material Adverse Effect on the ability of the Sub-Adviser to perform its obligations under this Agreement or the Sub-Advisory Agreement.
(bd) There is no pendingNeither the execution, delivery or performance of this Agreement or the Sub-Advisory Agreement, nor the consummation by the Sub-Adviser of the transactions contemplated hereby or thereby (i) requires the Sub-Adviser to obtain any consent, approval, authorization or other order of, or to registration or filing with, the best of its knowledgeCommission, threatened or contemplated actionany state securities commission, suit or proceeding before or by any national securities exchange, any arbitrator, any court, governmentalregulatory body, administrative agency or selfother governmental body, agency or official having jurisdiction over the Sub-regulatory body Adviser or arbitration panel conflicts or will conflict with or constitutes or will constitute a breach of or a default under, the certificate of incorporation or bylaws, or other organizational documents of the Sub-Adviser or (ii) conflicts or will conflict with or constitutes or will constitute a breach of or a default under, any agreement, indenture, lease or other instrument to which the Sub-Adviser is a party or by which the Sub-Adviser or any of its principals properties may be bound, or affiliates violates or will violate any statute, law, regulation or judgment, injunction, order or decree applicable to the Sub-Adviser or any of its properties or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Sub-Adviser pursuant to the terms of any agreement or instrument to which it is a party, party or by which it may be bound or to which any of the property or assets of the Sub-Adviser is subject, which reasonably might be expected to except in any case under clause (i) result in or (ii) as would not have a Material Adverse Effect on the Sub-Adviser or on the ability of the Sub-Adviser to perform its obligations under this Agreement or the Sub-Advisory Agreement. The Sub-Adviser is not subject to any order of any court or of any arbitrator, regulatory body, administrative agency or other governmental body, agency or official that does or would have a Material Adverse Effect on the Sub-Adviser or does or would have a material and adverse change in effect on the ability of the Sub-Adviser to perform its obligations under this Agreement or the Sub-Advisory Agreement.
(e) The Sub-Adviser has full power and authority to enter into this Agreement and the Sub-Advisory Agreement; the execution and delivery of and the performance by the Sub-Adviser of its obligations under this Agreement and the Sub-Advisory Agreement have been duly and validly authorized by the Sub-Adviser’s condition ; and this Agreement and the Sub-Advisory Agreement have been duly executed and delivered by the Sub-Adviser and (financial or otherwise)assuming due and valid authorization, business or prospects, (iiexecution and delivery by the other parties hereto and thereto) affect adversely in any material respect any this Agreement and the Sub-Advisory Agreement constitute the valid and legally binding agreement of the Sub-Adviser’s assets, (iii) materially impair enforceable against the Sub-Adviser in accordance with its terms, except as rights to indemnity and contribution hereunder may be limited by federal or state securities laws and subject to the qualification that the enforceability of the Sub-Adviser’s ability 's obligations hereunder and thereunder may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium and other laws relating to discharge or affecting creditors' rights generally and by general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law).
(f) The Sub-Adviser has the financial resources necessary for the performance of its services and obligations as contemplated in the Registration Statement and the Prospectus (or any amendment or supplement to either of them) or under this Agreement and the Sub-Advisory Agreement.
(g) The description of the Sub-Adviser in the Registration Statement and the Prospectus (or any amendment or supplement to either of them) complied and comply in all material respects with the provisions of the 1933 Act, or (iv) result in a matter which would require an amendment the 1940 Act, the Advisers Act, the Rules and Regulations and the Advisers Act Rules and Regulations; and such description and the statements attributable to the Sub-Adviser’s Form ADV, Part II; Adviser in the Registration Statement and the Sub-Adviser has not received any notice of an investigation by the Commission Prospectus (or any state regarding U.S. federal amendment or state securities laws, regulations or rules.
(csupplement to either of them) All references in the Disclosure Documents concerning the Sub-Adviser did not and its affiliates and the controlling persons, affiliates, stockholders, directors, officers and employees of any of the foregoing provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use in the Disclosure Documents, as well as all performance information provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use by MassMutual, are accurate in all material respects and do will not contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make such information the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading.
(dh) Subject Since the date as of which information is given in the Registration Statement or the Prospectus (or any amendment or supplement to adequate assurances either of confidentialitythem), except as otherwise stated therein, there has been no Material Adverse Effect on the Sub-Adviser, or would have a Material Adverse Effect on the Sub-Adviser or does or would have a Material Adverse Effect on the ability of the Sub-Adviser to perform its obligations under this Agreement or the Sub-Advisory Agreement.
(i) (i) The Sub-Adviser has such licenses, permits, and authorizations of governmental or regulatory authorities ("permits") as are necessary to own its property and to conduct its business in the manner described in the Prospectus (and any amendment or supplement thereto); (ii) the Sub-Adviser has fulfilled and performed all its obligations with respect to such permits and no event has occurred which allows or, after notice or lapse of time, would allow, revocation or termination thereof or results in any other impairment of the rights of the Sub-Adviser under any such permit, subject in each case to such qualification as may be set forth in the Prospectus (and any amendment or supplement thereto); and, (iii) except as described in the Prospectus (and any amendment or supplement thereto), none of such permits contains any restriction that is materially burdensome to the Sub-Adviser; except where the failure to obtain or perform its obligations with respect to such permits, or the restrictions set forth in such permits, as set forth in clauses (i), (ii) and (iii), either individually or in the aggregate, does or would not have a Material Adverse Effect on the Sub-Adviser or does or would not have a material and adverse effect on the ability of the Sub-Adviser to perform its obligations under this Agreement or the Sub-Advisory Agreement.
(j) The Sub-Advisory Agreement complies in all material respects with the applicable provisions of the 1940 Act, the 1940 Act Rules and Regulations, the Advisers Act and the Advisers Act Rules and Regulations.
(k) Except as stated in this Agreement and in the Prospectus (and any amendment or supplement thereto), the Sub-Adviser has supplied tonot taken and will not take, directly or made available for review byindirectly, MassMutual (and if requested by MassMutual any action designed to its designated auditor) all documentsor which could cause or result in or which will constitute stabilization or manipulation of the price of the Shares in violation of federal securities laws and, statements, agreements and workpapers reasonably requested by it relating to accounts covered by the Sub-Adviser’s performance results and which are in 's knowledge, no such action has been, or will be, taken by any affiliates of the Sub-Adviser’s possession or to which it has access. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.
Appears in 1 contract
Samples: Underwriting Agreement (Fiduciary/Claymore MLP Opportunity Fund)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to the Fund and MassMutual thatUnderwriters as follows:
(a) The Sub-Adviser has obtained all required governmental is a duly formed limited partnership and regulatory licensesis validly existing in good standing under the laws of the State of Delaware, registrations with full power and approvals required by law authority to own, lease and operate its properties and to conduct its business as may be necessary described in the Registration Statement and the Prospectus (and any amendment or supplement to either of them), and is duly registered and qualified to conduct its business and is in good standing in each jurisdiction or place where the nature of its properties or the conduct of its business requires such registration or qualification, except where the failure to so register or to qualify does not have a material adverse effect on the condition (financial or other), assets or results of operations of the Sub-Adviser or on the ability of the Sub-Adviser to perform its obligations under this Sub-Advisory Agreement and to act as contemplated by the Trust Documents and the Disclosure Documents, including without limitation registration as an investment adviser under the Advisers Act, and will maintain and renew any required licenses, registrations, approvals and memberships during the term of this Sub-Advisory Agreement.
(b) The Sub-Adviser is duly registered with the Commission as an investment adviser under the Advisers Act and is not prohibited by the Advisers Act, the Advisers Act Rules and Regulations, the 1940 Act or the 1940 Act Rules and Regulations from acting under the Sub-Advisory Agreement for the Fund as contemplated by the Prospectus (or any amendment or supplement thereto). There is does not exist any proceeding which should reasonably be expected to have a material adverse affect on the registration of the Sub-Adviser with the Commission.
(c) There are no pendinglegal or governmental proceedings pending or, to the knowledge of the Sub-Adviser, threatened against the Sub-Adviser, or to the best of its knowledge, threatened or contemplated action, suit or proceeding before or by any court, governmental, administrative or self-regulatory body or arbitration panel to which the Sub-Adviser or any of its principals properties are subject, that are required to be described in the Registration Statement or affiliates the Prospectus (or any amendment or supplement to either of them) but are not described as required or that should reasonably be expected to have a material adverse effect on the condition (financial or other), assets or results of operations of the Sub-Adviser or on the ability of the Sub-Adviser to perform its obligations under this Agreement and the Sub-Advisory Agreement.
(d) Neither the execution, delivery or performance of this Agreement or the Sub-Advisory Agreement by the Sub-Adviser, nor the consummation by the Sub-Adviser of the transactions contemplated hereby or thereby.
(i) requires the Sub-Adviser to obtain any consent, approval, authorization or other order of, or registration or filing with, the Commission, the NASD, any state securities commission, any national securities exchange, any arbitrator, any court, regulatory body, administrative agency or other governmental body, agency or official having jurisdiction over the Sub-Adviser or conflicts or will conflict with or constitutes or will constitute a material breach of or a default under the certificate of limited partnership or limited partnership agreement or other organizational documents of the Sub-Adviser; or
(ii) conflicts or will conflict with or constitutes or will constitute a breach of or a default under, any material agreement, indenture, lease or other instrument to which the Sub-Adviser is a partyparty or by which it or any of its properties may be bound, or violates or will violate any statute, law, regulation or judgment, injunction, order or decree applicable to the Sub-Adviser or any of its properties or will result in the creation or imposition of any material lien, charge or encumbrance upon any property or assets of the Sub-Adviser pursuant to the terms of any agreement or instrument to which it is a party or by which it may be bound or to which any of the property or assets of the Sub-Adviser is subject, which except in any case under clause (i) or (ii) as should not reasonably might be expected to (i) result in any have a material adverse change in effect on the ability of the Sub-Adviser to perform its obligations under this Agreement and the Sub-Advisory Agreement. The Sub-Adviser is not subject to any order of any court or of any arbitrator, governmental authority or administrative agency.
(e) The Sub-Adviser has full power and authority to enter into this Agreement and the Sub-Advisory Agreement; the execution and delivery of, and the performance by the Sub-Adviser of its obligations under, this Agreement and the Sub-Advisory Agreement have been duly and validly authorized by the Sub-Adviser’s condition (financial or otherwise); and this Agreement and the Sub-Advisory Agreement have been duly executed and delivered by the Sub-Adviser and, business or prospectsassuming due authorization, (ii) affect adversely in any material respect any execution and delivery by the other parties thereto, constitute the valid and legally binding agreements of the Sub-Adviser’s assets, (iii) materially impair enforceable against the Sub-Adviser in accordance with their terms, except as enforcement of rights to indemnity and contribution hereunder may be limited by considerations of public policy and subject to the qualification that the enforceability of the Sub-Adviser’s ability 's obligations hereunder and thereunder may be limited by bankruptcy, insolvency, liquidation, receivership, conservatorship, reorganization, moratorium and other similar laws relating to discharge or affecting creditors' rights generally and by general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law) and fair dealing.
(f) The Sub-Adviser has the financial resources available to it necessary for the performance of its services and obligations as contemplated in the Prospectus (or any amendment or supplement thereto) and under this Agreement and the Sub-Advisory Agreement, or .
(ivg) result in a matter which would require an amendment to the Sub-Adviser’s Form ADV, Part II; and The description of the Sub-Adviser has not received any notice of an investigation by the Commission or any state regarding U.S. federal or state securities laws, regulations or rules.
(c) All references in the Disclosure Documents concerning the Sub-Adviser and its affiliates Registration Statement and the controlling persons, affiliates, stockholders, directors, officers Prospectus (and employees of any of the foregoing provided to MassMutual by the Sub-Adviser amendment or approved by the Sub-Adviser for use in the Disclosure Documents, as well as all performance information provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use by MassMutual, are accurate supplement thereto) complied and comply in all material respects with the provisions of the 1933 Act, the 1940 Act, the Advisers Act, the Rules and Regulations and the Advisers Act Rules and Regulations and do not contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make such information the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading.
(dh) Subject Except as disclosed in the Registration Statement and the Prospectus (or any amendment or supplement to adequate assurances either of confidentialitythem), subsequent to the respective dates as of which such information is given in the Registration Statement and the Prospectus (or any amendment or supplement to either of them), there has not occurred any event that should reasonably be expected to have a material adverse effect on the ability of the Sub-Adviser to perform its obligations under this Agreement and the Sub-Advisory Agreement.
(i) The Sub-Adviser has such Permits as are necessary to own its properties and to conduct its business in the manner described in the Prospectus (and any amendment or supplement thereto) except to the extent that the failure to so have should not reasonably be expected to have a material adverse effect on the ability of the Sub-Adviser to perform its obligations under the Sub-Advisory Agreement;
(ii) the Sub-Adviser has fulfilled and performed all its material obligations with respect to such Permits and no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other material impairment of the rights of the Sub-Adviser under any such Permit, except where the revocation, termination or impairment of the Sub-Adviser's rights under such Permits should not reasonably be expected to have a material adverse effect on the ability of the Sub-Adviser to perform its obligations under the Sub-Advisory Agreement.
(j) Except as stated in this Agreement and in the Prospectus (and in any amendment or supplement thereto), the Sub-Adviser has supplied tonot taken, nor will it take, directly or made available for review byindirectly, MassMutual (any action designed to or which might reasonably be expected to cause or result in, stabilization or manipulation of the price of any securities issued by the Fund to facilitate the sale or resale of the Shares, and if requested the Sub-Adviser is not aware of any such action taken or to be taken by MassMutual to its designated auditor) all documents, statements, agreements and workpapers reasonably requested by it relating to accounts covered by any affiliates of the Sub-Adviser’s performance results and which are in .
(k) In the event that the Sub-Adviser’s possession Adviser makes available any promotional materials regarding the Fund intended for use only by qualified broker-dealers and registered representatives thereof by means of an Internet web site or similar electronic means, the Sub-Adviser will install and maintain pre-qualification and password-protection or similar procedures which are reasonably designed to which it has access. The foregoing representations effectively prohibit access to such promotional materials by persons other than qualified broker-dealers and warranties shall be continuing during registered representatives thereof.
(l) This Agreement and the term of this Sub-Advisory AgreementAgreement comply in all material respects with all applicable provisions of the 1940 Act, the 1940 Act Rules and Regulations, the Advisers Act and the Advisers Act Rules and Regulations.
Appears in 1 contract
Samples: Underwriting Agreement (Real Estate Income Fund Inc)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to the Fund and MassMutual that:
(a) The Sub-Adviser has obtained all required governmental and regulatory licenses, registrations and approvals required by law as may be necessary to perform its obligations under this Sub-Advisory Agreement and to act as contemplated by the Trust Documents and the Disclosure Documents, including without limitation registration as an investment adviser under the Advisers Act, and will maintain and renew any required licenses, registrations, approvals and memberships during the term of this Sub-Advisory Agreement.
(b) There is no pending, or to the best of its knowledge, threatened or contemplated action, suit or proceeding before or by any court, governmental, administrative or self-regulatory body or arbitration panel to which the Sub-Adviser or any of its principals or affiliates is a party, or to which any of the assets of the Sub-Adviser is subject, which reasonably might be expected to (i) result in any material adverse change in the Sub-Adviser’s condition (financial or otherwise), business or prospects, (ii) affect adversely in any material respect any of the Sub-Adviser’s assets, or (iii) materially impair the Sub-Adviser’s ability to discharge its obligations under this Sub-Advisory Agreement, or (iv) result in a matter which would require an amendment to the Sub-Adviser’s Form ADV, Part II; and the Sub-Adviser has not received any notice of an a current investigation by the Commission or any state regarding U.S. federal or state securities laws, regulations or rules.
(c) All references in the Disclosure Documents concerning the Sub-Adviser and its affiliates and the controlling persons, affiliates, stockholders, directors, officers and employees of any of the foregoing provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use in the Disclosure Documents, as well as all performance information provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use by MassMutual, are accurate in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make such information not misleading.
(d) Subject to adequate assurances of confidentiality, and any applicable privacy law requirements, the Sub-Adviser has supplied to, or made available for review by, MassMutual (and if requested by MassMutual to its designated auditor) all documents, statements, agreements and workpapers reasonably requested by it relating to accounts covered by the Sub-Adviser’s performance results and which are in the Sub-Adviser’s possession or to which it has access. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Massmutual Select Funds)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to the Fund and MassMutual thatUnderwriters as follows:
(a) The Sub-Adviser has obtained all required governmental is a duly formed limited partnership and regulatory licensesis validly existing in good standing under the laws of the State of Delaware, registrations with full power and approvals required by law authority to own, lease and operate its properties and to conduct its business as may be necessary described in the Registration Statement and the Prospectus (and any amendment or supplement to either of them), and is duly registered and qualified to conduct its business and is in good standing in each jurisdiction or place where the nature of its properties or the conduct of its business requires such registration or qualification, except where the failure to so register or to qualify does not have a material adverse effect on the condition (financial or other), business, prospects, assets or results of operations of the Sub-Adviser or on the ability of the Sub-Adviser to perform its obligations under this Sub-Advisory Agreement and to act as contemplated by the Trust Documents and the Disclosure Documents, including without limitation registration as an investment adviser under the Advisers Act, and will maintain and renew any required licenses, registrations, approvals and memberships during the term of this Sub-Advisory Agreement.
(b) The Sub-Adviser is duly registered with the Commission as an investment adviser under the Advisers Act and is not prohibited by the Advisers Act, the Advisers Act Rules and Regulations, the 1940 Act or the 1940 Act Rules and Regulations from acting under the Sub-Advisory Agreement for the Fund as contemplated by the Prospectus (or any amendment or supplement thereto). There is does not exist any proceeding which should reasonably be expected to have a material adverse affect on the registration of the Sub-Adviser with the Commission.
(c) There are no pendinglegal or governmental proceedings pending or, to the knowledge of the Sub-Adviser, threatened against the Sub-Adviser, or to the best of its knowledge, threatened or contemplated action, suit or proceeding before or by any court, governmental, administrative or self-regulatory body or arbitration panel to which the Sub-Adviser or any of its principals properties are subject, that are required to be described in the Registration Statement or affiliates the Prospectus (or any amendment or supplement to either of them) but are not described as required or that should reasonably be expected to have a material adverse effect on the condition (financial or other), assets or results of operations of the Sub-Adviser or on the ability of the Sub-Adviser to perform its obligations under this Agreement and the Sub-Advisory Agreement.
(d) Neither the execution, delivery or performance of this Agreement or the Sub-Advisory Agreement by the Sub-Adviser, nor the consummation by the Sub-Adviser of the transactions contemplated hereby or thereby:
(i) requires the Sub-Adviser to obtain any consent, approval, authorization or other order of, or registration or filing with, the Commission, the NASD, any state securities commission, any national securities exchange, any arbitrator, any court, regulatory body, administrative agency or other governmental body, agency or official having jurisdiction over the Sub-Adviser or conflicts or will conflict with or constitutes or will constitute a material breach of or a default under the certificate of limited partnership or limited partnership agreement or other organizational documents of the Sub-Adviser; or
(ii) conflicts or will conflict with or constitutes or will constitute a breach of or a default under, any material agreement, indenture, lease or other instrument to which the Sub-Adviser is a partyparty or by which it or any of its properties may be bound, or violates or will violate any statute, law, regulation or judgment, injunction, order or decree applicable to the Sub-Adviser or any of its properties or will result in the creation or imposition of any material lien, charge or encumbrance upon any property or assets of the Sub-Adviser pursuant to the terms of any agreement or instrument to which it is a party or by which it may be bound or to which any of the property or assets of the Sub-Adviser is subject, which except in any case under clause (i) or (ii) as should not reasonably might be expected to (i) result in any have a material adverse change effect on the ability of the Sub-Adviser to perform its obligations under this Agreement and the Sub-Advisory Agreement. The Sub-Adviser is not subject to any order of any court or of any arbitrator, governmental authority or administrative agency except as otherwise disclosed to the Underwriter or in the Registration Statement.
(e) The Sub-Adviser has full power and authority to enter into this Agreement and the Sub-Advisory Agreement; the execution and delivery of, and the performance by the Sub-Adviser of its obligations under, this Agreement and the Sub-Advisory Agreement have been duly and validly authorized by the Sub-Adviser’s condition (financial or otherwise); and this Agreement and the Sub-Advisory Agreement have been duly executed and delivered by the Sub-Adviser and, business or prospectsassuming due authorization, (ii) affect adversely execution and delivery by the other parties thereto, constitute the valid and legally binding agreements of the Sub-Adviser, enforceable against the Sub-Adviser in any material respect any accordance with their terms, except as enforcement of rights to indemnity and contribution hereunder may be limited by considerations of public policy and federal and state securities law and subject to the qualification that the enforceability of the Sub-Adviser’s assetsobligations hereunder and thereunder may be limited by bankruptcy, insolvency, liquidation, receivership, conservatorship, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and by general equitable principles (iiiregardless of whether enforcement is sought in a proceeding in equity or at law) materially impair the and fair dealing.
(f) The Sub-Adviser’s ability Adviser has the financial resources available to discharge it necessary for the performance of its services and obligations as contemplated in the Prospectus (or any amendment or supplement thereto) and under this Agreement and the Sub-Advisory Agreement, or .
(ivg) result in a matter which would require an amendment to the Sub-Adviser’s Form ADV, Part II; and The description of the Sub-Adviser has not received any notice of an investigation by the Commission or any state regarding U.S. federal or state securities laws, regulations or rules.
(c) All references in the Disclosure Documents concerning the Sub-Adviser and its affiliates Registration Statement and the controlling persons, affiliates, stockholders, directors, officers Prospectus (and employees of any of the foregoing provided to MassMutual by the Sub-Adviser amendment or approved by the Sub-Adviser for use in the Disclosure Documents, as well as all performance information provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use by MassMutual, are accurate supplement thereto) complied and comply in all material respects with the provisions of the 1933 Act, the 1940 Act, the Advisers Act, the Rules and Regulations and the Advisers Act Rules and Regulations and do not contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make such information the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading.
(dh) Subject Except as disclosed in the Registration Statement and the Prospectus (or any amendment or supplement to adequate assurances either of confidentialitythem), subsequent to the respective dates as of which such information is given in the Registration Statement and the Prospectus (or any amendment or supplement to either of them), there has not occurred any event that should reasonably be expected to have a material adverse effect on the ability of the Sub-Adviser to perform its obligations under this Agreement and the Sub-Advisory Agreement.
(i) The Sub-Adviser has such permits, licenses, franchises and authorizations of governmental or regulatory authorities (“Sub-Adviser Permits”) as are necessary to own its properties and to conduct its business in the manner described in the Prospectus (and any amendment or supplement thereto) except to the extent that the failure to so have should not reasonably be expected to have a material adverse effect on the ability of the Sub-Adviser to perform its obligations under the Sub-Advisory Agreement;
(j) the Sub-Adviser has fulfilled and performed all its material obligations with respect to such Sub-Adviser Permits and no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other material impairment of the rights of the Sub-Adviser under any such Sub-Adviser Permit, except where the revocation, termination or impairment of the Sub-Adviser’s rights under such Sub-Adviser Permits should not reasonably be expected to have a material adverse effect on the ability of the Sub-Adviser to perform its obligations under the Sub-Advisory Agreement.
(k) Except as stated in this Agreement and in the Prospectus (and in any amendment or supplement thereto), the Sub-Adviser has supplied tonot taken, nor will it take, directly or made available for review byindirectly, MassMutual (any action designed to or which might reasonably be expected to cause or result in, stabilization or manipulation of the price of any securities issued by the Fund to facilitate the sale or resale of the Shares, and if requested the Sub-Adviser is not aware of any such action taken or to be taken by MassMutual to its designated auditor) all documents, statements, agreements and workpapers reasonably requested by it relating to accounts covered by any affiliates of the Sub-Adviser’s performance results and which are in the .
(l) The Sub-Adviser’s possession Adviser has not made available any promotional materials regarding the Fund intended for use only by qualified broker-dealers and registered representatives thereof by means of an Internet web site or to which it has access. similar electronic means.
(m) The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory AgreementAgreement complies in all material respects with all applicable provisions of the 1940 Act, the 1940 Act Rules and Regulations, the Advisers Act and the Advisers Act Rules and Regulations.
Appears in 1 contract
Samples: Underwriting Agreement (Real Estate Income Fund Inc)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to the Fund and MassMutual that:
(a) The Sub-Adviser has obtained all required governmental and regulatory licenses, registrations and approvals required by law as may be necessary to perform its obligations under this Sub-Advisory Agreement and to act as contemplated by the Trust Documents and the Disclosure Documents, including without limitation registration as an investment adviser under the Advisers Act, and will maintain and renew any required licenses, registrations, approvals and memberships during the term of this Sub-Advisory Agreement.
(b) There is no pending, or to the best of its knowledge, threatened or contemplated action, suit or proceeding before or by any court, governmental, administrative or self-regulatory body or arbitration panel to which the Sub-Adviser or any of its principals or affiliates is a party, or to which any of the assets of the Sub-Adviser is subject, which reasonably might be expected to (i) result in any material adverse change in the Sub-Adviser’s condition (financial or otherwise), business or prospects, (ii) affect adversely in any material respect any of the Sub-Adviser’s assets, (iii) materially impair the Sub-Adviser’s ability to discharge its obligations under this Sub-Advisory Agreement, or (iv) result in a matter which would require an amendment to the Sub-Adviser’s Form ADV, Part II; and the Sub-Adviser has not received any notice of an investigation by the Commission or any state regarding U.S. federal Federal or state securities laws, regulations or rules.
(c) All references in the Disclosure Documents concerning the Sub-Adviser and its affiliates and the controlling persons, affiliates, stockholders, directors, officers and employees of any of the foregoing provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use in the Disclosure Documents, as well as all performance information provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use by MassMutual, are accurate in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make such information not misleading.
(d) Subject to adequate assurances of confidentiality, the Sub-Adviser has supplied to, or made available for review by, MassMutual (and if requested by MassMutual to its designated auditor) all documents, statements, agreements and workpapers reasonably requested by it relating to accounts covered by the Sub-Adviser’s performance results and which are in the Sub-Adviser’s possession or to which it has access. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (MML Series Investment Fund)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to the Fund and MassMutual that:
(a) The Sub-Adviser has obtained all required governmental and regulatory licenses, registrations and approvals required by law as may be necessary to perform its obligations under this Sub-Advisory Agreement and to act as contemplated by the Trust Documents and the Disclosure Documents, including without limitation registration as an investment adviser under the Advisers Act, and will maintain and renew any required licenses, registrations, approvals and memberships during the term of this Sub-Advisory Agreement.
(b) There is no pending, or to the best of its knowledge, threatened or contemplated action, suit or proceeding before or by any court, governmental, administrative or self-regulatory body or arbitration panel to which the Sub-Adviser or any of its principals or affiliates is a party, or to which any of the assets of the Sub-Adviser is subject, which reasonably might be expected to (i) result in any material adverse change in the Sub-Adviser’s 's condition (financial or otherwise), business or prospects, (ii) affect adversely in any material respect any of the Sub-Adviser’s assets, (iii) materially impair the Sub-Adviser’s 's ability to discharge its obligations under this Sub-Advisory Agreement, or (iv) result in a matter which would require an amendment to the Sub-Adviser’s 's Form ADV, Part II; and the Sub-Adviser has not received any notice of an investigation by the Commission or any state regarding U.S. federal or state securities laws, regulations or rules.
(c) All references in the Disclosure Documents concerning the Sub-Adviser and its affiliates and the controlling persons, affiliates, stockholders, directors, officers and employees of any of the foregoing provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use in the Disclosure Documents, as well as all performance information provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use by MassMutual, are accurate in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make such information not misleading.
(d) Subject to adequate assurances of confidentiality, the Sub-Adviser has supplied to, or made available for review byby MassMutual, MassMutual (and if all documents reasonably requested by MassMutual to its designated auditor) all documents, statements, agreements and workpapers reasonably requested by it relating to the classification and maintenance of the performance composite of accounts covered by with investment objectives, policies and practices substantially similar to those of the Sub-Adviser’s performance results and which are in the Sub-Adviser’s possession or to which it has accessFund. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Massmutual Institutional Funds)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to the Fund and MassMutual that:
(a) The Sub-Adviser has obtained all required governmental and regulatory licenses, registrations and approvals required by law as may be necessary to perform its obligations under this Sub-Advisory Agreement and to act as contemplated by the Trust Documents and the Disclosure Documents, including without limitation registration as an investment adviser under the Advisers Act, and will maintain and renew any required licenses, registrations, approvals and memberships during the term of this Sub-Advisory Agreement.
(b) There is no pending, or to the best of its knowledge, threatened or contemplated action, suit or proceeding before or by any court, governmental, administrative or self-regulatory body or arbitration panel to which the Sub-Adviser or any of its principals or affiliates is a party, or to which any of the assets of the Sub-Adviser is subject, which reasonably might be expected to (i) result in any material adverse change in the Sub-Adviser’s 's condition (financial or otherwise), business or prospects, (ii) affect adversely in any material respect any of the Sub-Adviser’s 's assets, (iii) materially impair the Sub-Adviser’s 's ability to discharge its obligations under this Sub-Advisory Agreement, or (iv) result in a matter which would require an amendment to the Sub-Adviser’s 's Form ADV, Part II; and the Sub-Adviser has not received any notice of an investigation by the Securities and Exchange Commission or any state regarding U.S. federal or state securities laws, regulations or rules.
(c) All references in the Disclosure Documents concerning the Sub-Adviser and its affiliates and the controlling persons, affiliates, stockholders, directors, officers and employees of any of the foregoing provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use in the Disclosure Documents, as well as all performance information provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use by MassMutual, are accurate in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make such information not misleading.
(d) Subject to adequate assurances of confidentiality, the Sub-Adviser has supplied to, or made available for review by, MassMutual (and if requested by MassMutual to its designated auditor) all documents, statements, agreements and workpapers reasonably requested by it relating to accounts covered by the Sub-Adviser’s 's performance results and which are in the Sub-Adviser’s 's possession or to which it has access. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Massmutual Institutional Funds)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to the Fund and MassMutual that:
(a) The Sub-Adviser has obtained all required governmental and regulatory licenses, registrations and approvals required by law as may be necessary to perform its obligations under this Sub-Advisory Agreement and to act as contemplated by the Trust Documents and the Disclosure Documents, including without limitation registration as an investment adviser under the Advisers Act, and will maintain and renew any required licenses, registrations, approvals and memberships during the term of this Sub-Advisory Agreement.
(b) There is no pending, or to the best of its knowledge, threatened or contemplated action, suit or proceeding before or by any court, governmental, administrative or self-regulatory body or arbitration panel to which the Sub-Adviser or any of its principals or affiliates is a party, or to which any of the assets of the Sub-Adviser is subject, which reasonably might be expected to (i) result in any material adverse change in the Sub-Adviser’s condition (financial or otherwise), business or prospects, (ii) affect adversely in any material respect any of the Sub-Adviser’s assets, (iii) materially impair the Sub-Adviser’s ability to discharge its obligations under this Sub-Advisory Agreement, or (iv) result in a matter which would require an amendment to the Sub-Adviser’s Form ADV, Part II; and the Sub-Adviser has not received any notice of an investigation by the Securities and Exchange Commission or any state regarding U.S. federal or state securities laws, regulations or rules.
(c) All references in the Disclosure Documents concerning the Sub-Adviser and its affiliates and the controlling persons, affiliates, stockholders, directors, officers and employees of any of the foregoing provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use in the Disclosure Documents, as well as all performance information provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use by MassMutual, are accurate in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make such information not misleading.
(d) Subject to adequate assurances of confidentiality, the Sub-Adviser has supplied to, or made available for review by, MassMutual (and if requested by MassMutual to its designated auditor) all documents, statements, agreements and workpapers reasonably requested by it relating to accounts covered by the Sub-Adviser’s performance results and which are in the Sub-Adviser’s possession or to which it has access. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement. 8. Representations and Warranties of MassMutual. MassMutual hereby represents and warrants to Sub-Adviser that:
(a) MassMutual has obtained all required governmental and regulatory licenses, registrations and approvals required by law as may be necessary to perform its obligations under this Sub-Advisory Agreement and to act as contemplated by the Trust Documents and the Disclosure Documents, including without limitation registration as an investment adviser under the Advisers Act, and will maintain and renew any required licenses, registrations, approvals and memberships during the term of this Sub-Advisory Agreement.
(b) There is no pending, or to the best of its knowledge, threatened or contemplated action, suit or proceeding before or by any court, governmental, administrative or self-regulatory body or arbitration panel to which MassMutual or any of its principals or affiliates is a party, or to which any of the assets of MassMutual is subject, which reasonably might be expected to (i) result in any material adverse change in MassMutual’s condition (financial or otherwise), business or prospects, (ii) affect adversely in any material respect any of MassMutual’s assets, (iii) materially impair MassMutual’s ability to discharge its obligations under this Sub-Advisory Agreement, or (iv) result in a matter which would require an amendment to MassMutual’s Form ADV, Part II; and the Adviser has not received any notice of an investigation by the Securities and Exchange Commission or any state regarding U.S. federal or state securities laws, regulations or rules.
(c) All references in the Disclosure Documents concerning MassMutual and its affiliates and the controlling persons, affiliates, stockholders, directors, officers and employees of any of the foregoing are accurate in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make such information not misleading. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Massmutual Institutional Funds)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to the Fund and MassMutual that:
(a) The Sub-Adviser has obtained all required governmental and regulatory licenses, registrations and approvals required by law as may be necessary to perform its obligations under this Sub-Advisory Agreement and to act as contemplated by the Trust Documents and the Disclosure Documents, including without limitation registration as an investment adviser under the Advisers Act, and will maintain and renew any required licenses, registrations, approvals and memberships during the term of this Sub-Advisory Agreement.
(b) There is no pending, or to the best of its knowledge, threatened or contemplated action, suit or proceeding before or by any court, governmental, administrative or self-regulatory body or arbitration panel to which the Sub-Adviser or any of its principals or affiliates is a party, or to which any of the assets of the Sub-Adviser is subject, which reasonably might be expected to (i) result in any material adverse change in the Sub-Adviser’s 's condition (financial or otherwise), business or prospects, (ii) affect adversely in any material respect any of the Sub-Adviser’s assets, (iii) materially impair the Sub-Adviser’s 's ability to discharge its obligations under this Sub-Advisory Agreement, or (iv) result in a matter which would require an amendment to the Sub-Adviser’s 's Form ADV, Part II; and the Sub-Adviser has not received any notice of an investigation by the Commission or any state regarding U.S. US federal or state securities laws, regulations or rules.
(c) All references in the Disclosure Documents concerning the Sub-Adviser and its affiliates and the controlling persons, affiliates, stockholders, directors, officers and employees of any of the foregoing provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use in the Disclosure Documents, as well as all performance information provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use by MassMutual, are accurate in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make such information not misleading.
(d) Subject to adequate assurances of confidentiality, the Sub-Adviser has supplied to, or made available for review by, MassMutual (and if requested by MassMutual to its designated auditor) all documents, statements, agreements and workpapers reasonably requested by it relating to accounts covered by the Sub-Adviser’s performance results and which are in the Sub-Adviser’s possession or to which it has access. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Massmutual Institutional Funds)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to the Fund and MassMutual that:
(a) The Sub-Adviser has obtained all required governmental and regulatory licenses, registrations and approvals required by law as may be necessary to perform its obligations under this Sub-Advisory Agreement and to act as contemplated by the Trust Documents and the Disclosure Documents, including without limitation registration as an investment adviser under the Advisers Act, and will maintain and renew any required licenses, registrations, approvals and memberships during the term of this Sub-Advisory Agreement.
(b) There is no pending, or to the best of its knowledge, threatened or contemplated action, suit or proceeding before or by any court, governmental, administrative or self-regulatory body or arbitration panel to which the Sub-Adviser or any of its principals or affiliates is a party, or to which any of the assets of the Sub-Adviser is subject, which reasonably might be expected to (i) result in any material adverse change in the Sub-Adviser’s condition (financial or otherwise), business or prospects, (ii) affect adversely in any material respect any of the Sub-Adviser’s assets, (iii) materially impair the Sub-Sub- Adviser’s ability to discharge its obligations under this Sub-Advisory Agreement, or (iv) result in a matter which would require an amendment to the Sub-Adviser’s Form ADV, Part II; and the Sub-Adviser has not received any notice of an investigation by the Commission or any state regarding U.S. federal or state securities laws, regulations or rules.
(c) All references in the Disclosure Documents concerning the Sub-Adviser and its affiliates and the controlling persons, affiliates, stockholders, directors, officers and employees of any of the foregoing provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use in the Disclosure Documents, as well as all performance information provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use by MassMutual, are accurate in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make such information not misleading.
(d) Subject to adequate assurances of confidentiality, the Sub-Adviser has supplied to, or made available for review by, MassMutual (and if requested by MassMutual to its designated auditor) all documents, statements, agreements and workpapers reasonably requested by it relating to accounts covered by the Sub-Adviser’s performance results and which are in the Sub-Adviser’s possession or to which it has access. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Massmutual Institutional Funds)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to the Fund and MassMutual MSA that:
(a) The Sub-Adviser has obtained all required governmental and regulatory licenses, registrations and approvals required by law as may be necessary to perform its obligations under this Sub-Advisory Agreement and to act as contemplated by the Trust Documents and the Disclosure Documents, including without limitation registration as an investment adviser under the Advisers Act, and will maintain and renew any required licenses, registrations, approvals and memberships during the term of this Sub-Advisory Agreement, and will comply, in all material respects, with all applicable rules and regulations of the Commission.
(b) There is no pending, or to the best of its knowledge, threatened or contemplated action, suit or proceeding before or by any court, governmental, administrative or self-regulatory body or arbitration panel to which the Sub-Adviser or any of its principals or affiliates is a party, or to which any of the assets of the Sub-Adviser is subject, which reasonably might be expected to (i) result in any material adverse change in the Sub-Adviser’s condition (financial or otherwise), business or prospects, (ii) affect adversely in any material respect any of the Sub-Adviser’s assets, (iii) materially impair the Sub-Adviser’s 's ability to discharge its obligations under this Sub-Advisory Agreement, or (ivii) result in a matter which would require an amendment to the Sub-Adviser’s 's Form ADV, Part II; and the Sub-Adviser has not received any notice of an investigation by the Commission or any state regarding U.S. federal or state securities laws, regulations or rules.
(c) All references in the Disclosure Documents concerning the Sub-Adviser and its affiliates and the controlling persons, affiliates, stockholders, directors, officers and employees of any of the foregoing provided to MassMutual MSA in writing by the Sub-Adviser or approved in writing by the Sub-Adviser for use in the Disclosure Documents, as well as all written performance information provided to MassMutual MSA by the Sub-Adviser or approved by the Sub-Adviser in writing for use by MassMutualMSA, are accurate in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make such information not misleading.
(d) Subject to adequate assurances of confidentiality, the Sub-Adviser has supplied to, or made available for review by, MassMutual (and if requested by MassMutual to its designated auditor) all documents, statements, agreements and workpapers reasonably requested by it relating to accounts covered by the Sub-Adviser’s performance results and which are in the Sub-Adviser’s possession or to which it has access. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Northwestern Mutual Series Fund Inc)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to the Fund and MassMutual that:
(a) The Sub-Adviser has obtained all required governmental and regulatory licenses, registrations and approvals required by law as may be necessary to perform its obligations under this Sub-Sub- Advisory Agreement and to act as contemplated by the Trust Documents and the Disclosure Documents, including without limitation registration as an investment adviser under the Advisers Act, and will maintain and renew any required licenses, registrations, approvals and memberships during the term of this Sub-Advisory Agreement.
(b) There is no pendingThe Sub-Adviser has been named as a defendant in civil litigation entitled In re OppenheimerFunds Fees Litigation, or 04 CV 7022 (S.D.N.Y. 2005) (the “Civil Litigation”). The Sub-Adviser hereby represents and warrants that, to the best of its knowledge, other than the Civil Litigation, there is no material litigation pending or threatened or contemplated action, suit or proceeding before or by any court, governmental, administrative or self-regulatory body or arbitration panel to which against the Sub-Adviser or any of its principals subsidiaries asserting any violation by them or affiliates is a party, or to which any of the assets Xxxxxxxxxxx Funds of the Investment Advisers Act or the Investment Company Act or the respective rules and regulations thereunder. The Sub-Adviser is subject, which reasonably might be expected hereby further represents and warrants that it has amended and will continue to (i) result in amend its Form ADV to include any material adverse change in the Sub-Adviser’s condition (financial litigation or otherwise), business or prospects, (ii) affect adversely in any material respect any of the Sub-Adviser’s assets, (iii) materially impair the Sub-Adviser’s ability regulatory proceedings that it is required to discharge its obligations under this Sub-Advisory Agreement, or (iv) result in a matter which would require an amendment to the Sub-Adviser’s Form ADV, Part II; and the Sub-Adviser has not received any notice of an investigation by the Commission or any state regarding U.S. federal or state securities laws, regulations or rulesdisclose.
(c) All references in the Disclosure Documents concerning the Sub-Adviser and its affiliates and the controlling persons, affiliates, stockholders, directors, officers and employees of any of the foregoing provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use in the Disclosure Documents, as well as all performance information provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use by MassMutual, are accurate in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make such information not misleading.
(d) Subject to adequate assurances of confidentiality, the Sub-Adviser has supplied to, or made available for review by, MassMutual (and if requested by MassMutual to its designated auditor) all documents, statements, agreements and workpapers reasonably requested by it relating to accounts covered by the Sub-Adviser’s performance results and which are in the Sub-Adviser’s possession or to which it has access. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (MML Series Investment Fund II)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to the Fund and MassMutual that:
(a) The Sub-Adviser has obtained all required governmental and regulatory licenses, registrations and approvals required by law as may be necessary to perform its obligations under this Sub-Advisory Agreement and to act as contemplated by the Trust Documents and the Disclosure Documents, including without limitation registration as an investment adviser under the Advisers Act, and will maintain and renew any required licenses, registrations, approvals and memberships during the term of this Sub-Advisory Agreement.
(b) There is no pending, or to the best of its knowledge, threatened or contemplated action, suit or proceeding before or by any court, governmental, administrative or self-regulatory body or arbitration panel to which the Sub-Adviser or any of its principals or affiliates is a party, or to which any of the assets of the Sub-Adviser is subject, which reasonably might be expected to (i) result in any material adverse change in the Sub-Adviser’s condition (financial or otherwise), business or prospects, (ii) affect adversely in any material respect any of the Sub-Adviser’s assets, and (iii) materially impair the Sub-Adviser’s ability to discharge its obligations under this Sub-Advisory Agreement, or (iv) result in a matter which would require an amendment to the Sub-Adviser’s Form ADV, Part II; and the Sub-Adviser has not received any notice of an a formal investigation by the Commission or any state regarding U.S. federal or state securities laws, regulations or rules.
(c) All references in the Disclosure Documents concerning the Sub-Adviser and its affiliates and the controlling persons, affiliates, stockholders, directors, officers and employees of any of the foregoing provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use in the Disclosure Documents, as well as all performance information provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use by MassMutual, are accurate in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make such information not misleading.
(d) Subject to adequate assurances of confidentiality, the Sub-Adviser has supplied to, or made available for review by, MassMutual (and if requested by MassMutual to its designated auditor) all documents, statements, agreements and workpapers reasonably requested by it relating to accounts covered by the Sub-Adviser’s performance results and which are in the Sub-Adviser’s possession or to which it has access. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (MML Series Investment Fund)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to the Fund and MassMutual that:
(a) The Sub-Adviser has obtained all required governmental and regulatory licenses, registrations and approvals required by law as may be necessary to perform its obligations under this Sub-Advisory Agreement and to act as contemplated by the Trust Documents and the Disclosure Documents, including without limitation registration as an investment adviser under the Advisers Act, and will maintain and renew any required licenses, registrations, approvals and memberships during the term of this Sub-Advisory Agreement.
(b) There is no pendingis, or to the best of its knowledge, no pending, threatened or contemplated action, suit or proceeding before or by any court, governmental, administrative or self-regulatory body or arbitration panel to which the Sub-Adviser or any of its principals or affiliates is a party, or to which any of the assets of the Sub-Adviser is subject, which reasonably might be expected to (i) result in any material adverse change in the Sub-Adviser’s 's condition (financial or otherwise), business or prospects, (ii) affect adversely in any material respect any of the Sub-Adviser’s 's assets, (iii) materially impair the Sub-Adviser’s 's ability to discharge its obligations under this Sub-Advisory Agreement, or (iv) result in a matter which would require an amendment to the Sub-Adviser’s 's Form ADV, Part II; and the Sub-Adviser has not received any notice of an investigation by the Securities and Exchange Commission or any state regarding U.S. federal or state securities laws, regulations or rules.
(c) All references in the Disclosure Documents concerning the Sub-Adviser and its affiliates and the controlling persons, affiliates, stockholders, directors, officers and employees of any of the foregoing provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use in the Disclosure Documents, as well as all performance information provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use by MassMutual, are accurate in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make such information not misleading.
(d) Subject to adequate assurances of confidentiality, the The Sub-Adviser has supplied to, or made available for review by, to MassMutual (and if requested by MassMutual to its designated auditor) all documents, statements, agreements and workpapers reasonably requested by it relating to accounts covered by the performance of the relevant composite of the Sub-Adviser’s 's accounts and the composite represents in all material respects the aggregate investment performance results of all accounts which had or have, for all periods covered, investment policies, objectives and strategies which are substantially similar to the investment policies, objectives and strategies of the Portfolio of the Fund as set forth in the Sub-Adviser’s possession Disclosure Documents. . The exclusion of any account from the composite does not cause the composite to be misleading in any material respect. No account so included was created or maintained to which it has accessestablish a performance record. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Massmutual Institutional Funds)
