Representations and Warranties of the Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Trust as follows: (a) The Sub-Adviser is and will remain registered as an investment adviser under the Advisers Act to the extent required thereby; (b) The Sub-Adviser is a limited liability company duly organized and validly existing under the laws of the State of Delaware, with the power to own and possess its assets and carry on its business as it is now being conducted; (c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement (except for any necessary amendments of the Sub-Adviser’s Form ADV), and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; and (d) The Form ADV of the Sub-Adviser previously provided to the Adviser (a copy of which is attached as Exhibit B to this Agreement) is a true and complete copy of the form Part 1 of which is currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Adviser and the Trust with a complete copy of all subsequent amendments to its Form ADV (including, without limitation, any necessary amendments of the Sub-Adviser’s Form ADV to reflect the execution, delivery and performance of this Agreement).
Appears in 9 contracts
Samples: Sub Advisory Agreement (Dunham Funds), Sub Advisory Agreement (Dunham Funds), Sub Advisory Agreement (Dunham Funds)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Trust as follows:
(a) The Sub-Adviser is and will remain registered as an investment adviser under the Advisers Act to the extent required thereby;
(b) The Sub-Adviser is a limited liability company partnership duly organized and validly existing under the laws of the State of Delaware, with the power to own and possess its assets and carry on its business as it is now being conducted;
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement (except for any necessary amendments of the Sub-Adviser’s Form ADV), and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; and
(d) The Form ADV of the Sub-Adviser previously provided to the Adviser (a copy of which is attached as Exhibit B to this Agreement) is a true and complete copy of the form Part 1 of which is currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Adviser and the Trust with a complete copy of all subsequent amendments to its Form ADV (including, without limitation, any necessary amendments of the Sub-Adviser’s Form ADV to reflect the execution, delivery and performance of this Agreement).
Appears in 5 contracts
Samples: Sub Advisory Agreement (Dunham Funds), Sub Advisory Agreement (Dunham Funds), Sub Advisory Agreement (Dunham Funds)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Trust as follows:
(a) The Sub-Adviser is and will remain registered as an investment adviser under the Advisers Act to the extent required thereby;
(b) The Sub-Adviser is a limited liability company corporation duly organized and validly existing under the laws of the State of Delaware, with the power to own and possess its assets and carry on its business as it is now being conducted;
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement (except for any necessary amendments of the Sub-Adviser’s Form ADV), and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; and
(d) The Form ADV of the Sub-Adviser previously provided to the Adviser (a copy of which is attached as Exhibit B to this Agreement) is a true and complete copy of the form Part 1 of which is currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Adviser and the Trust with a complete copy of all subsequent amendments to its Form ADV (including, without limitation, any necessary amendments of the Sub-Adviser’s Form ADV to reflect the execution, delivery and performance of this Agreement).
Appears in 4 contracts
Samples: Sub Advisory Agreement (Dunham Funds), Sub Advisory Agreement (Dunham Funds), Sub Advisory Agreement (Dunham Funds)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Trust BDC as follows:
(a) The Sub-Adviser is and will remain registered as an investment adviser under the Advisers Act to the extent required therebyand shall maintain such registration;
(b) The Sub-Adviser is a limited liability company duly organized and validly existing under the laws of the State of Delaware, Delaware with the power to own and possess its assets and carry on its business as it is now being conducted;
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement (except for any necessary amendments of the Sub-Adviser’s Form ADV)Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; and;
(d) The Form ADV Part 2 of the Sub-Adviser Adviser’s most recent Form ADV filed with the U.S. Securities and Exchange Commission pursuant to Section 203(c) of the Advisers Act, previously provided to the Adviser (a copy of which is attached as Exhibit B to this Agreement) Adviser, is a true and complete copy of the form Part 1 of which is currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleadingform. The Sub-Adviser will promptly provide the Adviser and the Trust BDC with a complete copy of all subsequent amendments to Part 2 of its Form ADV ADV;
(includinge) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Adviser and the BDC with a copy of that code, without limitationtogether with evidence of its adoption. Within 20 days of the end of each calendar quarter during which this Agreement remains in effect, any necessary amendments a senior managing director or managing director of the Sub-Adviser shall certify to the Adviser or the BDC that the Sub-Adviser has complied with the requirements of Rule 17j-1 during the previous quarter and that there have been no material violations of the Sub-Adviser’s Form ADV code of ethics or, if such a material violation has occurred, that appropriate action has been taken in response to reflect such violation. Upon written request of the executionAdviser or the BDC, delivery the Sub-Adviser shall permit representatives of the Adviser or the BDC to examine the reports (or summaries of the reports) required to be made to the Sub-Adviser by Rule 17j-1(c)(1) and performance other records evidencing enforcement of this Agreement)the code of ethics; and
(f) The Sub-Adviser shall comply in all material respects with all requirements applicable to the investment adviser of a business development company like the BDC under the Advisers Act, including Rule 206(4)-7 thereunder, and the 1940 Act.
Appears in 3 contracts
Samples: Investment Sub Advisory Agreement, Investment Sub Advisory Agreement (FS Investment Corp II), Investment Sub Advisory Agreement (FS Investment Corp II)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser Manager and the Trust as follows:
(a) The Sub-Adviser is and will remain registered as an investment adviser under the Advisers Act to the extent required therebyAct;
(b) The Sub-Adviser is a limited liability company corporation duly organized and validly existing under the laws of the State of Delaware, Tennessee with the power to own and possess its assets and carry on its business as it is now being conducted;
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized by all necessary action on the part of its Board of Directors and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement (except for any necessary amendments of the Sub-Adviser’s Form ADV)Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; and
(d) The Form ADV of the Sub-Adviser previously provided to the Adviser Manager (a copy of which is attached as Exhibit B to this Agreement) is a true and complete copy of the form Part 1 of which is as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are were made, not misleading. The Sub-Adviser will promptly provide the Adviser Manager and the Trust with a complete copy of all subsequent amendments to its Form ADV (including, without limitation, any necessary amendments of the Sub-Adviser’s Form ADV to reflect the execution, delivery and performance of this Agreement)ADV.
Appears in 3 contracts
Samples: Sub Advisory Agreement (New River Funds), Sub Advisory Agreement (New River Funds), Sub Advisory Agreement (New River Funds)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser Manager and the Trust as follows:
(a) The Sub-Adviser is and will remain registered as an investment adviser under the Advisers Act to the extent required therebyAct;
(b) The Sub-Adviser is a limited liability company corporation duly organized and validly existing under the laws of the State of Delaware, New York with the power to own and possess its assets and carry on its business as it is now being conducted;
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized by all necessary action on the part of its Board of Directors and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement (except for any necessary amendments of the Sub-Adviser’s Form ADV)Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; and
(d) The Form ADV of the Sub-Adviser previously provided to the Adviser (a copy of which is attached as Exhibit B to this Agreement) Manager is a true and complete copy of the form Part 1 of which is as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are were made, not misleading. The Sub-Adviser will promptly provide the Adviser Manager and the Trust with a complete copy of all subsequent amendments to its Form ADV (including, without limitation, any necessary amendments of the Sub-Adviser’s Form ADV to reflect the execution, delivery and performance of this Agreement)ADV.
Appears in 3 contracts
Samples: Sub Advisory Agreement (New River Funds), Sub Advisory Agreement (Northern Lights Fund Trust), Sub Advisory Agreement (New River Funds)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Trust as follows:
(a) The Sub-Adviser is and will remain registered as an investment adviser under the Advisers Act to the extent required thereby;
(b) The Sub-Adviser is a limited liability company corporation duly organized and validly existing under the laws of the State state of Delaware, with the power to own and possess its assets and carry on its business as it is now being conducted;
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s 's powers and have been duly authorized by all necessary action on the part of its Board of Directors and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement (except for any necessary amendments of the Sub-Adviser’s Form ADV)Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s 's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; and
(d) The Form ADV of the Sub-Adviser previously provided to the Adviser (a copy of which is attached as Exhibit B to this Agreement) is a true and complete copy of the form Part 1 of which is as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Adviser and the Trust with a complete copy of all subsequent amendments to its Form ADV (including, without limitation, any necessary amendments of the Sub-Adviser’s Form ADV to reflect the execution, delivery and performance of this Agreement)ADV.
Appears in 3 contracts
Samples: Sub Advisory Agreement (Advisorone Funds), Sub Advisory Agreement (Dunham Funds), Sub Advisory Agreement (Dunham Funds)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Trust as follows:
(a) The Sub-Adviser is and will remain registered as an investment adviser under the Advisers Act to the extent required therebyAct;
(b) The Sub-Adviser is a limited liability company duly organized and validly existing under the laws of the State of Delaware, ____________ with the power to own and possess its assets and carry on its business as it is now being conducted;
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s 's powers and have been duly authorized by all necessary action on the part of its Board of Directors and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement (except for any necessary amendments of the Sub-Adviser’s Form ADV)Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s 's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; and
(d) The Form ADV of the Sub-Adviser previously provided to the Adviser (a copy of which Section 1 is available online and Section 2 is attached as Exhibit B to this Agreement) is a true and complete copy of the form Part 1 of which is as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are were made, not misleading. The Sub-Adviser will promptly provide the Adviser and the Trust with a complete copy of all subsequent amendments to its Form ADV (including, without limitation, any necessary amendments of the Sub-Adviser’s Form ADV to reflect the execution, delivery and performance of this Agreement)ADV.
Appears in 3 contracts
Samples: Sub Advisory Agreement (Quintara Funds), Sub Advisory Agreement (Quintara Funds), Sub Advisory Agreement (Quintara Funds)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser Manager and the Trust as follows:
(a) The Sub-Adviser is and will remain registered as an investment adviser under the Advisers Act to the extent required therebyAct;
(b) The Sub-Adviser is a limited liability company corporation duly organized and validly existing under the laws of the State of Delaware, New York with the power to own and possess its assets and carry on its business as it is now being conducted;
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s 's powers and have been duly authorized by all necessary action on the part of its Board of Directors and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement (except for any necessary amendments of the Sub-Adviser’s Form ADV)Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s 's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; and
(d) The Form ADV of the Sub-Adviser previously provided to the Adviser (a copy of which is attached as Exhibit B to this Agreement) Manager is a true and complete copy of the form Part 1 of which is currently and all relevant portions thereof have been filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are were made, not misleading. The Sub-Adviser will promptly provide the Adviser Manager and the Trust with a complete copy of all subsequent amendments to its Form ADV (including, without limitation, any necessary amendments of the Sub-Adviser’s Form ADV to reflect the execution, delivery and performance of this Agreement)ADV.
Appears in 3 contracts
Samples: Sub Advisory Agreement (New River Funds), Sub Advisory Agreement (New River Funds), Sub Advisory Agreement (New River Funds)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser Manager and the Trust as follows:
(a) The Sub-Adviser is and will remain registered as an investment adviser under the Advisers Act to the extent required therebyAct;
(b) The Sub-Adviser is a limited liability company corporation duly organized and validly existing under the laws of the State of Delaware, New York with the power to own and possess its assets and carry on its business as it is now being conducted;
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s 's powers and have been duly authorized by all necessary action on the part of its Board of Directors and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement (except for any necessary amendments of the Sub-Adviser’s Form ADV)Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s 's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; and
(d) The Form ADV of the Sub-Adviser previously provided to the Adviser (a copy of which is attached as Exhibit B to this Agreement) Manager is a true and complete copy of the form Part 1 of which is as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are were made, not misleading. The Sub-Adviser will promptly provide the Adviser Manager and the Trust with a complete copy of all subsequent amendments to its Form ADV (including, without limitation, any necessary amendments of the Sub-Adviser’s Form ADV to reflect the execution, delivery and performance of this Agreement)ADV.
Appears in 3 contracts
Samples: Sub Advisory Agreement (New River Funds), Sub Advisory Agreement (New River Funds), Sub Advisory Agreement (New River Funds)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Trust Fund as follows:
(a) The Sub-Adviser is and will remain be registered as an investment adviser under the Advisers Act to as of the extent required therebydate the Fund commences investment operations and shall maintain such registration until the expiration or termination of this Agreement;
(b) The Sub-Adviser is a limited liability company duly organized and validly existing under the laws of the State of Delaware, Delaware with the power to own and possess its assets and carry on its business as it is now being conducted;
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement (except for any necessary amendments of the Sub-Adviser’s Form ADV)Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; and;
(d) The Form ADV Part 2 of the Sub-Adviser Adviser’s most recent Form ADV filed with the U.S. Securities and Exchange Commission pursuant to Section 203(c) of the Advisers Act, previously provided to the Adviser (a copy of which is attached as Exhibit B to this Agreement) Adviser, is a true and complete copy of the form Part 1 of which is currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleadingform. The Sub-Adviser will promptly provide the Adviser and the Trust Fund with a complete copy of all subsequent amendments to Part 2 of its Form ADV ADV;
(includinge) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Adviser and the Fund with a copy of that code, without limitationtogether with evidence of its adoption. Within 20 days of the end of each calendar quarter during which this Agreement remains in effect, any necessary amendments a senior managing director or managing director of the Sub-Adviser shall certify to the Adviser or the Fund that the Sub-Adviser has complied with the requirements of Rule 17j-1 during the previous quarter and that there have been no material violations of the Sub-Adviser’s Form ADV code of ethics or, if such a material violation has occurred, that appropriate action has been taken in response to reflect such violation. Upon written request of the executionAdviser or the Fund, delivery the Sub-Adviser shall permit representatives of the Adviser or the Fund to examine the reports (or summaries of the reports) required to be made to the Sub-Adviser by Rule 17j-1(c)(1) and performance other records evidencing enforcement of this Agreement)the code of ethics; and
(f) The Sub-Adviser shall comply in all material respects with all requirements applicable to the investment adviser to a registered investment company like the Fund under the Advisers Act, including Rule 206(4)-7 thereunder, and the 1940 Act. The Sub-Adviser shall notify the Adviser of a change in the identity of the managing member of the Sub-Adviser within a reasonable time after such change.
Appears in 3 contracts
Samples: Investment Sub Advisory Agreement, Investment Sub Advisory Agreement (Steadfast Alcentra Global Credit Fund), Investment Sub Advisory Agreement (Steadfast Alcentra Global Credit Fund)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Trust as follows:
(a) The Sub-Adviser is and will remain registered as an investment adviser Investment Adviser under the Advisers Act to the extent required thereby;
(b) The Sub-Adviser is a limited liability company Limited Liability Corporation duly organized and validly existing under the laws of the State state of DelawareWashington, with the power to own and possess its assets and carry on its business as it is now being conducted;
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s 's powers and have been duly authorized by all necessary action on the part of its Board of Directors and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement (except for any necessary amendments of the Sub-Adviser’s Form ADV)Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s 's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; and
(d) The Form ADV of the Sub-Adviser previously provided to the Adviser (a copy of which is attached as Exhibit B to this Agreement) is a true and complete copy of the form Part 1 of which is as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Adviser and the Trust with a complete copy of all subsequent amendments to its Form ADV (including, without limitation, any necessary amendments of the Sub-Adviser’s Form ADV to reflect the execution, delivery and performance of this Agreement)ADV.
Appears in 3 contracts
Samples: Sub Advisory Agreement (Dunham Funds), Sub Advisory Agreement (Advisorone Funds), Sub Advisory Agreement (Dunham Funds)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Trust BDC as follows:
(a) The Sub-Adviser is and will remain shall be registered as an investment adviser under the Advisers Act to as of the extent required therebydate the BDC commences investment operations and shall maintain such registration;
(b) The Sub-Adviser is a limited liability company duly organized and validly existing under the laws of the State of Delaware, Delaware with the power to own and possess its assets and carry on its business as it is now being conducted;
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized by all necessary action the part of its board of directors and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement (except for any necessary amendments of the Sub-Adviser’s Form ADV)Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; and
(d) The Form ADV of the Sub-Adviser previously provided to the Adviser (a copy of which is attached as Exhibit B to this Agreement) is a true and complete copy of the form Part 1 of which is as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are were made, not misleading. The Sub-Adviser will promptly provide the Adviser and the Trust BDC with a complete copy of all subsequent amendments to its Form ADV ADV.
(includinge) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Adviser and the BDC with a copy of that code, without limitationtogether with evidence of its adoption. Within 20 days of the end of each calendar quarter during which this Agreement remains in effect, any necessary amendments a senior managing director or managing director of the Sub-Adviser shall certify to the Adviser or the BDC that the Sub-Adviser has complied with the requirements of Rule 17j-1 during the previous quarter and that there have been no violations of the Sub-Adviser’s Form ADV code of ethics or, if such a violation has occurred, that appropriate action has been taken in response to reflect such violation. Upon written request of the executionAdviser or the BDC, delivery the Sub-Adviser shall permit representatives of the Adviser or the BDC to examine the reports (or summaries of the reports) required to be made to the Sub-Adviser by Rule 17j-1(c)(1) and performance other records evidencing enforcement of this Agreement)the code of ethics.
(f) The Sub-Adviser shall comply with all requirements applicable to the investment adviser of a business development company like the BDC under the Advisers Act and the 1940 Act.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement, Investment Sub Advisory Agreement (FS Investment CORP)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser represents and warrants to Adviser, the Adviser Trust, and the Trust Fund as follows:
(a) The Sub-Adviser Adviser: (i) is and will remain registered as an investment adviser under the Advisers Act; (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 continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the extent required thereby;applicable requirements of any regulatory or industry self-regulatory organization, necessary to be met in order the perform the services contemplated by this Agreement; and (iv) has the authority to enter into and perform the services contemplated by this Agreement.
(b) Neither the Sub-Adviser nor any officer, director, partner or employee of the Sub‑Adviser is subject to any event set forth in Section 9 of the 1940 Act that would disqualify the Sub-Adviser from acting as an investment adviser to an investment company under the 1940 Act. The Sub-Adviser is a limited liability company duly organized and validly existing under will promptly notify the laws Adviser of the State occurrence of Delaware, with any event that would disqualify the power Sub‑Adviser from serving as an investment adviser to own and possess its assets and carry on its business as it is now being conducted;an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s its powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, with any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement (except for any necessary amendments of the Sub-Adviser’s Form ADV)Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, instruments or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; and.
(d) The Form ADV of the Sub-Adviser previously provided to the Adviser (a copy of which is attached as Exhibit B to this Agreement) This Agreement is a true valid and complete copy of the form Part 1 of which is currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Adviser and the Trust with a complete copy of all subsequent amendments to its Form ADV (including, without limitation, any necessary amendments binding agreement of the Sub-Adviser’s Form ADV to reflect the execution, delivery and performance of this Agreement).
Appears in 2 contracts
Samples: Sub Advisory Agreement (Manager Directed Portfolios), Sub Advisory Agreement (Manager Directed Portfolios)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Trust as follows:
(a) The Sub-Adviser is and will remain registered as an investment adviser Adviser under the Advisers Act to the extent required thereby;
(b) The Sub-Adviser is a limited liability company Corporation duly organized and validly existing under the laws of the State state of DelawareNew York, with the power to own and possess its assets and carry on its business as it is now being conducted;
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s 's powers and have been duly authorized by all necessary action on the part of its Board of Directors and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement (except for any necessary amendments of the Sub-Adviser’s Form ADV)Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s 's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; and
(d) The Form ADV of the Sub-Adviser previously provided to the Adviser (a copy of which is attached as Exhibit B to this Agreement) is a true and complete copy of the form Part 1 of which is as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Adviser and the Trust with a complete copy of all subsequent amendments to its Form ADV (including, without limitation, any necessary amendments of the Sub-Adviser’s Form ADV to reflect the execution, delivery and performance of this Agreement)ADV.
Appears in 2 contracts
Samples: Sub Advisory Agreement (Advisorone Funds), Sub Advisory Agreement (Dunham Funds)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Trust BDC as follows:
(a) The Sub-Adviser is and will remain registered as an investment adviser under the Advisers Act to the extent required therebyand shall maintain such registration;
(b) The Sub-Adviser is a limited liability company duly organized and validly existing under the laws of the State of Delaware, Delaware with the power to own and possess its assets and carry on its business as it is now being conducted;
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement (except for any necessary amendments of the Sub-Adviser’s Form ADV)Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; and;
(d) The Form ADV Part 2 of the Sub-Adviser Adviser’s most recent Form ADV filed with the SEC pursuant to Section 203(c) of the Advisers Act, previously provided to the Adviser (a copy of which is attached as Exhibit B to this Agreement) Adviser, is a true and complete copy of the form Part 1 of which is currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleadingform. The Sub-Adviser will promptly provide the Adviser and the Trust BDC with a complete copy of all subsequent amendments to Part 2 of its Form ADV ADV;
(includinge) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 promulgated under the 1940 Act (“Rule 17j-1”) and will provide the Adviser and the BDC with a copy of that code, without limitationtogether with evidence of its adoption. Within 20 days of the end of each calendar quarter during which this Agreement remains in effect, any necessary amendments a senior managing director or managing director of the Sub-Adviser shall certify to the Adviser or the BDC that the Sub-Adviser has complied with the requirements of Rule 17j-1 during the previous quarter and that there have been no material violations of the Sub-Adviser’s Form ADV code of ethics or, if such a material violation has occurred, that appropriate action has been taken in response to reflect such violation. Upon written request of the executionAdviser or the BDC, delivery the Sub-Adviser shall permit representatives of the Adviser or the BDC to examine the reports (or summaries of the reports) required to be made to the Sub-Adviser by Rule 17j-1(c)(1) and performance other records evidencing enforcement of this Agreement)the code of ethics; and
(f) The Sub-Adviser shall comply in all material respects with all requirements applicable to the investment adviser of a business development company like the BDC under the Advisers Act, including Rule 206(4)-7 thereunder, and the 1940 Act.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (FS Investment Corp IV), Investment Sub Advisory Agreement (FS Investment Corp IV)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Trust as follows:
(a) The Sub-Adviser is and will remain registered as an investment adviser under the Advisers Act to the extent required thereby;
(b) The Sub-Adviser is a limited liability company corporation duly organized and validly existing under the laws of the State of DelawareNew York, with the power to own and possess its assets and carry on its business as it is now being conducted;
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized by all necessary action on the part of its Board of Directors and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement (except for any necessary amendments of the Sub-Adviser’s Form ADV), and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; and
(d) The Form ADV of the Sub-Adviser previously provided to the Adviser (a copy of which is attached as Exhibit B to this Agreement) is a true and complete copy of the form Part 1 of which is as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Adviser and the Trust with a complete copy of all subsequent amendments to its Form ADV (including, without limitation, any necessary amendments of the Sub-Adviser’s Form ADV to reflect the execution, delivery and performance of this Agreement).
Appears in 2 contracts
Samples: Sub Advisory Agreement (Dunham Funds), Sub Advisory Agreement (Dunham Funds)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Trust as follows:
(a) The Sub-Adviser is and will remain registered as an investment adviser under the Advisers Act to the extent required thereby;
(b) The Sub-Adviser is a limited liability company corporation duly organized and validly existing under the laws of the State of DelawareNew York, with the power to own and possess its assets and carry on its business as it is now being conducted;
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement (except for any necessary amendments of the Sub-Adviser’s Form ADV), and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; and
(d) The Form ADV of the Sub-Adviser previously provided to the Adviser (a copy of which is attached as Exhibit B to this Agreement) is a true and complete copy of the form Part 1 of which is currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Adviser and the Trust with a complete copy of all subsequent amendments to its Form ADV (including, without limitation, any necessary amendments of the Sub-Adviser’s Form ADV to reflect the execution, delivery and performance of this Agreement).
Appears in 2 contracts
Samples: Sub Advisory Agreement (Dunham Funds), Sub Advisory Agreement (Dunham Funds)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to the Adviser and the Trust as follows:
(a) The Sub-Adviser is and will remain registered with the SEC as an investment adviser under the Advisers Act, and such registration is current, materially complete and in material compliance with all applicable provisions of the Advisers Act to and the extent required therebyrules and regulations thereunder;
(b) The Sub-Adviser is a limited liability company duly organized has all requisite authority to enter into, execute, deliver and validly existing perform the Sub-Adviser’s obligations under the laws of the State of Delaware, with the power to own and possess its assets and carry on its business as it is now being conductedthis Agreement;
(c) The executionSub-Adviser’s performance of its obligations under this Agreement does not conflict with any law, delivery and performance by regulation or order to which the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement (except for any necessary amendments of the Sub-Adviser’s Form ADV), and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Advisersubject; and
(d) The Form ADV Sub-Adviser has reviewed the portion of the Funds’ Prospectuses and Statements of Additional Information (including amendments) thereto, in each case in the form received from the Adviser, and only with respect to the disclosure about the Sub-Adviser previously and the investment objective, strategies and risks of the Funds (the “Information”), and hereby represents that such Information, as modified by the Sub-Adviser’s written comments provided to the Adviser (a copy Advisor, contains no untrue statement of any material fact of which is attached as Exhibit B to this Agreement) is a true and complete copy of the form Part 1 of which is currently filed with the SEC and the information contained therein is accurate and complete in all material respects Sub-Adviser has knowledge and does not omit to state any statement of a material fact of which the Sub-Adviser has knowledge which was required to be stated therein or necessary in order to make the statements made, in light of the circumstances under which they are made, contained therein not misleading. The Sub-Adviser will promptly provide agrees to notify the Adviser and the Trust with a complete copy of all subsequent amendments to its Form ADV (including, without limitation, promptly in writing if any necessary amendments of the Sub-Adviser’s Form ADV representations and warranties contained in this Section ceases to reflect the execution, delivery and performance of this Agreement)be accurate in any respect.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement, Investment Sub Advisory Agreement (Ivy Funds)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Trust BDC as follows:
(a) The Sub-Adviser is and will remain registered as an investment adviser under the Advisers Act to the extent required therebyand shall maintain such registration;
(b) The Sub-Adviser is a limited liability company duly organized and validly existing under the laws of the State of Delaware, Delaware with the power to own and possess its assets and carry on its business as it is now being conducted;
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement (except for any necessary amendments of the Sub-Adviser’s Form ADV)Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; and;
(d) The Form ADV Part 2 of the Sub-Adviser Adviser’s most recent Form ADV filed with the SEC pursuant to Section 203(c) of the Advisers Act, previously provided to the Adviser (a copy of which is attached as Exhibit B to this Agreement) Adviser, is a true and complete copy of the form Part 1 of which is currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleadingform. The Sub-Adviser will promptly provide the Adviser and the Trust BDC with a complete copy of all subsequent amendments to Part 2 of its Form ADV ADV;
(includinge) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act (“Rule 17j-1”) and will provide the Adviser and the BDC with a copy of that code, without limitationtogether with evidence of its adoption. Within 20 days of the end of each calendar quarter during which this Agreement remains in effect, any necessary amendments a senior managing director or managing director of the Sub-Adviser shall certify to the Adviser or the BDC that the Sub-Adviser has complied with the requirements of Rule 17j-1 during the previous quarter and that there have been no material violations of the Sub-Adviser’s Form ADV code of ethics or, if such a material violation has occurred, that appropriate action has been taken in response to reflect such violation. Upon written request of the executionAdviser or the BDC, delivery the Sub-Adviser shall permit representatives of the Adviser or the BDC to examine the reports (or summaries of the reports) required to be made to the Sub-Adviser by Rule 17j-1(c)(1) and performance other records evidencing enforcement of this Agreement)the code of ethics; and
(f) The Sub-Adviser shall comply in all material respects with all requirements applicable to the investment adviser of a business development company like the BDC under the Advisers Act, including Rule 206(4)-7 thereunder, and the 1940 Act.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (FS Investment Corp III), Investment Sub Advisory Agreement (FS Investment Corp III)
Representations and Warranties of the Sub-Adviser. (a) The Sub-Adviser represents and warrants to the Adviser and the Trust as follows:
that: (ai) The Sub-Adviser it is and will remain registered as an investment adviser under the Advisers Act and is registered or licensed as an investment adviser under the laws of all jurisdictions in which its activities 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 each such registration, 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-Adviser to perform its obligations under this Agreement; (iv) it is duly 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 which any of its assets are subject or any applicable statute, law, rule, regulation, order or other legal requirement applicable to the extent required thereby;Sub-Adviser or any of its assets.
(b) The Sub-Adviser shall promptly notify the Adviser and the Trust in writing of the occurrence of any of the following events: (i) any material breach of this Agreement by it; (ii) any of the representations and warranties of the Sub-Adviser contained herein becomes untrue in a material respect after the execution of this Agreement; (iii) 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 a limited liability company duly organized or will become 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; (iv) the Sub-Adviser shall have been served or otherwise becomes aware of any action, suit, proceeding, inquiry or investigation applicable to it, at law or in equity, before or by any court, public board or body, involving or in any way relevant to the affairs of the Fund; (v) in the event that the Sub-Adviser's portfolio manager for the Managed Portion (the "Key Personnel") or Xxx Xxxxx 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 or, in the case of Xxx Xxxxx, the day-to-day management of Sub-Adviser; (vi) any change in any regulatory or licensing status or other circumstances of the Key Personnel or Xxx Xxxxx that would reasonably be expected to adversely affect the Managed Portion; (vii) any proposed change in control of the Sub- Adviser; (viii) any proposed assignment of this Agreement; (ix) 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 not contained in the Registration Statement, as amended and validly existing supplemented from time to time, regarding the Fund, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any 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 respect; (x) any change in the Sub-Adviser's financial condition which would impact its abilities to perform its duties hereunder and of any reduction in the amount of coverage under the laws Sub-Adviser's errors and omissions or professional liability insurance coverage under the minimum amount required under Section 9; (xi) Sub-Adviser becomes aware of any event or circumstance that could reasonably constitute (or will constitute with the passage of time) a default, event of default, or termination event (or other similar event or circumstance, however defined) under any Trading Agreement or otherwise 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; (xii) 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, a default, event of default, or termination event (or other similar event or circumstance, however defined) or (B) makes any changes to (i) the fees, rates, or other charges or (ii) 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 (xiii) any change in the Sub- Adviser's status as a registered CTA or member of the State NFA or, if the Sub-Adviser is relying on an exemption or exclusion from registration as a CTA, of Delawareany 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, with the power to own and possess its assets and carry on its business as it is now being conducted;or any amendment or supplement thereto, becomes untrue or incomplete in any material respect.
(c) The execution, delivery and performance by the Sub-Adviser represents and warrants that it has delivered to the Fund prior to the execution of this Agreement are within the Sub-Adviser’s powers and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement (except for any necessary amendments a copy of the Sub-Adviser’s 's current Form ADV)ADV (Parts 1 and 2) and all information in such document is complete and accurate in all material respects as of the date thereof and is in conformity in all material respects with applicable securities laws, rules and the execution, delivery and performance by the regulations. The Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) hereby covenants and agrees promptly to deliver to the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; andFund all material amendments to its Form ADV.
(d) The Form ADV of the Sub-Adviser previously provided to acknowledges and agrees that it has not received legal or regulatory advice from the Fund, the Adviser (a copy or any of which their respective employees or representatives, and is attached as Exhibit B not entitled to this Agreement) is a true 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 complete copy of the form Part 1 of which is currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Adviser and the Trust with a complete copy of all subsequent amendments to its Form ADV (including, without limitation, any necessary amendments of the Sub-Adviser’s Form ADV to reflect the execution, delivery and performance of this Agreement)regulations.
Appears in 2 contracts
Samples: Sub Advisory Agreement (Blackrock Funds), Sub Advisory Agreement (Blackrock Funds)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Trust BDC as follows:
(a) The Sub-Adviser is and will remain shall be registered as an investment adviser under the Advisers Act to as of the extent required thereby;date that the Registration Statement is declared effective and shall maintain such registration.
(b) The Sub-Adviser is a limited liability company corporation duly organized and validly existing under the laws of the State of Delaware, Maryland with the power to own and possess its assets and carry on its business as it is now being conducted;.
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized by all necessary action on the part of its board of directors and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement (except for any necessary amendments Agreement, other than the filing of a Form ADV with the SEC in connection with the Sub-Adviser’s registration as an investment adviser under the Advisers Act (which Form ADVADV was filed by the Sub-Adviser with the SEC on October 21, 2010), and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, other than the requirement that the Sub-Adviser be registered as an investment adviser under the Advisers Act in connection with the performance of its obligations under this Agreement, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; and.
(d) The Form ADV of the Sub-Adviser previously provided to the Adviser (a copy of which is attached as Exhibit B to this Agreement) is a true and complete copy of the form Part 1 of which is as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are were made, not misleading. The Sub-Adviser will promptly provide the Adviser and the Trust BDC with a complete copy of all subsequent amendments to its Form ADV ADV.
(includinge) The Sub-Adviser will, without limitationon or prior to the date that the BDC commences investment operations, any necessary amendments adopt a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Adviser and the BDC with a copy of that code, together with evidence of its adoption. Upon the request of the Adviser or the BDC, a senior executive officer of the Sub-Adviser shall certify, within 20 days of the end of each calendar quarter during which this Agreement remains in effect, to the Adviser or the BDC that the Sub-Adviser has complied with the requirements of Rule 17j-1 during the previous quarter and that there have been no violations of the Sub-Adviser’s Form ADV code of ethics or, if such a violation has occurred, that appropriate action has been taken in response to reflect such violation. Upon written request of the executionAdviser or the BDC, delivery the Sub-Adviser shall permit representatives of the Adviser or the BDC to examine the reports (or summaries of the reports) required to be made to the Sub-Adviser by Rule 17j-1(c)(1) and performance other records evidencing enforcement of this Agreement)the code of ethics.
(f) The Sub-Adviser shall comply with all requirements applicable to the investment adviser of a business development company like the BDC under the Advisers Act and the 1940 Act.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (Business Development Corp of America), Investment Sub Advisory Agreement (Business Development Corp of America)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Trust Manager as follows:
(a) The Sub-Adviser is and will remain registered as an investment adviser under the Advisers Act to the extent required therebyAct;
(b) The Sub-Adviser is a limited liability company partnership duly organized and validly existing under the laws of the State of Delaware, Delaware with the power to own and possess its assets and carry on its business as it is now being conducted;
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s 's powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement (except for any necessary amendments of the Sub-Adviser’s Form ADV)Agreement, and the execution, delivery and performance by the Sub-Adviser of this the Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s 's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; and;
(d) The Form ADV of the Sub-Adviser previously as provided to the Adviser (a copy of which is attached as Exhibit B to this Agreement) Manager is a true true, complete, and complete current copy of the form Part 1 of which Form ADV as is currently filed (Part I) or is currently on file with the Manager (Part II) as is required by SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are were made, not misleading. ;
(e) The Sub-Adviser acknowledges that it received a copy of the Manager's Form ADV prior to the execution of this agreement;
(f) The Sub-Adviser and each of its officers, directors, employees and agents, shall comply at all times with all applicable laws pertaining to its business and to the operation of the Series of the Fund and to the offering of their shares, to the extent applicable;
(g) The Sub-Adviser will promptly provide take all reasonable and practicable steps to assure that the Fund will operate in accordance with the 1940 Act and in accordance with all applicable laws; and
(h) The Sub-Adviser and will notify the Trust with a complete copy of all subsequent amendments to its Form ADV (including, without limitation, any necessary amendments of Manager if the Sub-Adviser’s Form ADV Adviser becomes the subject of any legal or regulatory investigation, examination or judicial proceeding which may affect its ability to reflect the execution, delivery and performance of perform its obligations under this Agreement).
Appears in 2 contracts
Samples: Sub Advisory Agreement (Ing Mutual Funds), Sub Advisory Agreement (Ing Mutual Funds)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Trust as follows:
(a) The Sub-Adviser is and will remain registered as an investment adviser under the Advisers Act to the extent required thereby;
(b) The Sub-Adviser is a limited liability company partnership duly organized and validly existing under the laws of the State of DelawareMassachusetts, with the power to own and possess its assets and carry on its business as it is now being conducted;
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized by all necessary action on the part of its general partner and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement (except for any necessary amendments of the Sub-Adviser’s Form ADV), and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; and
(d) The Form ADV of the Sub-Adviser previously provided to the Adviser (a copy of which is attached as Exhibit B to this Agreement) is a true and complete copy of the form Part 1 of which is currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Adviser and the Trust with a complete copy of all subsequent amendments to its Form ADV (including, without limitation, any necessary amendments of the Sub-Adviser’s Form ADV to reflect the execution, delivery and performance of this Agreement).
Appears in 2 contracts
Samples: Sub Advisory Agreement (Dunham Funds), Sub Advisory Agreement (Dunham Funds)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Trust as follows:
(a) The Sub-Adviser is and will remain registered as an investment adviser Adviser under the Advisers Act to the extent required thereby;
(b) The Sub-Adviser is a limited liability company Corporation duly organized and validly existing under the laws of the State state of Delaware, with the power to own and possess its assets and carry on its business as it is now being conducted;
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s 's powers and have been duly authorized by all necessary action on the part of its Board of Directors and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement (except for any necessary amendments of the Sub-Adviser’s Form ADV)Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s 's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; and
(d) The Form ADV of the Sub-Adviser previously provided to the Adviser (a copy of which is attached as Exhibit B to this Agreement) is a true and complete copy of the form Part 1 of which is as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Adviser and the Trust with a complete copy of all subsequent amendments to its Form ADV (including, without limitation, any necessary amendments of the Sub-Adviser’s Form ADV to reflect the execution, delivery and performance of this Agreement)ADV.
Appears in 2 contracts
Samples: Sub Advisory Agreement (Advisorone Funds), Sub Advisory Agreement (Advisorone Funds)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Trust as follows:
(a) The Sub-Adviser is and will remain registered as an investment adviser under the Advisers Act to the extent required thereby;
(b) The Sub-Adviser is a limited liability company corporation duly organized and validly existing under the laws of the State of DelawareUnited Kingdom, with the power to own and possess its assets and carry on its business as it is now being conducted;
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement (except for any necessary amendments of the Sub-Adviser’s Form ADV), and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; and
(d) The Form ADV of the Sub-Adviser previously provided to the Adviser (a copy of which is attached as Exhibit B to this Agreement) is a true and complete copy of the form Part 1 of which is currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Adviser and the Trust with a complete copy of all subsequent amendments to its Form ADV (including, without limitation, any necessary amendments of the Sub-Adviser’s Form ADV to reflect the execution, delivery and performance of this Agreement).
Appears in 2 contracts
Samples: Sub Advisory Agreement (Dunham Funds), Sub Advisory Agreement (Dunham Funds)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Trust as follows:
(a) The Sub-Adviser is and will remain registered as an investment adviser under the Advisers Act to the extent required therebyAct;
(b) The Sub-Adviser is a limited liability company duly organized and validly existing under the laws of the State of Delaware, with the power to own and possess its assets and carry on its business as it is now being conducted;
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s 's powers and have been duly authorized by all necessary action on the part of its Board of Directors and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement (except for any necessary amendments of the Sub-Adviser’s Form ADV)Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s 's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; and
(d) The Form ADV of the Sub-Adviser previously provided to the Adviser (a copy of which Section 1 is available online and Section 2 is attached as Exhibit B to this Agreement) is a true and complete copy of the form Part 1 of which is as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are were made, not misleading. The Sub-Adviser will promptly provide the Adviser and the Trust with a complete copy of all subsequent amendments to its Form ADV (including, without limitation, any necessary amendments of the Sub-Adviser’s Form ADV to reflect the execution, delivery and performance of this Agreement)ADV.
Appears in 2 contracts
Samples: Sub Advisory Agreement (Quintara Funds), Sub Advisory Agreement (Quintara Funds)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Trust as follows:
(a) The Sub-Adviser is and will remain shall be registered as an investment adviser under the Advisers Act to as of the extent required therebydate the Fund commences investment operations and shall maintain such registration;
(b) The Sub-Adviser is a limited liability company corporation duly organized and validly existing under the laws of the State of Delaware, California with the power to own and possess its assets and to carry on its business as it is now being conducted;
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized by all necessary action on the part of its board of directors and no action by or in respect of, of or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement (except for any necessary amendments of the Sub-Adviser’s Form ADV)Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; and
(d) The Form ADV of the Sub-Adviser previously provided to the Adviser (a copy of which is attached as Exhibit B to this Agreement) is a true and complete copy of the form Part 1 of which is as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are were made, not misleading. The Sub-Adviser will promptly provide the Adviser and the Trust Fund with a complete copy of all subsequent amendments to its Form ADV ADV.
(includinge) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and has provided the Adviser and the Fund with a copy of that code, without limitationtogether with evidence of its adoption. Within 20 days of the end of each calendar quarter during which this Agreement remains in effect, any necessary amendments a senior executive of the Sub-Adviser shall certify to the Adviser or the Fund that the Sub-Adviser has complied with the requirements of Rule 17j-1 during the previous quarter and that there have been no violations of the Sub-Adviser’s Form ADV code of ethics or, if such a violation has occurred, that appropriate action has been taken in response to reflect such violation. Upon written request of the executionAdviser or the Fund, delivery the Sub-Adviser shall permit representatives of the Adviser or the Fund to examine the reports (or summaries of the reports) required to be made to the Sub-Adviser by Rule 17j-1(c)(1) and performance other records evidencing enforcement of this Agreement)the code of ethics.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (Versus Global Multi-Manager Real Estate Income Fund LLC), Investment Sub Advisory Agreement (Versus Global Multi-Manager Real Estate Income Fund LLC)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Trust Company as follows:
(a) The Sub-Adviser is and will remain registered as an investment adviser under the Advisers Act to the extent required therebyAct;
(b) The Sub-Adviser is a limited liability company corporation, duly organized and validly existing under the laws of the State of Delaware, with the power to own and possess its assets and carry on its business as it is now being conducted;
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and has been duly authorized and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement (except for any necessary amendments of the Sub-Adviser’s Form ADV)Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, ; (ii) the Sub-Adviser’s governing instruments, ; or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; and
(d) The Form ADV of the Sub-Adviser previously provided to the Adviser (a copy of which is attached as Exhibit B to this Agreement) is a true and complete copy of the form Part 1 of which is as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Adviser and the Trust Company with a complete copy of all subsequent amendments to its Form ADV ADV.
(including, without limitation, any necessary amendments of e) The Sub-Adviser currently carries professional errors and omissions liability covering services provided hereunder by the Sub-Adviser with a combined single limit of not less than $5,000,000 per claim and $10,000,000 in the aggregate annually. The Sub-Adviser will not materially change (other than to increase the level of coverage) or terminate any of such coverages without at least 30 days’ prior written notice to the Adviser’s Form ADV . The Sub-Adviser further agrees to reflect notify the execution, delivery and performance Adviser as soon as possible when the Sub-Adviser receives notice of this Agreement)any adverse material change or termination of the specified coverages.
Appears in 2 contracts
Samples: Sub Advisory Agreement (Afba 5star Funds), Sub Advisory Agreement (Afba 5star Funds)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Trust as follows:
(a) The Sub-Adviser is and will remain registered with the SEC as an investment adviser under the Advisers Act and will continue to the extent required therebybe so registered so long as this Agreement remains in effect;
(b) The Sub-Adviser will immediately notify the Adviser of the occurrence of any event that would substantially impair the Sub-Adviser’s ability to fulfill its commitment under this Agreement or disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act. The Sub-Adviser will also promptly notify the Trust and the Adviser if it, a member of its executive management or portfolio manager for the Assets is served or otherwise receives notice of any action, suit, proceeding or investigation, at law or in equity, before or by any court, government agency, self-regulatory organization, public board or body, involving the affairs of the Funds or relating to the investment advisory services of the Sub-Adviser (other than any routine regulatory examinations);
(c) The Sub-Adviser will notify the Adviser immediately upon detection of (a) any material failure to manage the Fund(s) in accordance with the Fund(s)’ stated investment objectives, guidelines and policies or any applicable law or regulation; or (b) any material breach of any of the Fund(s)’ or the Sub-Adviser’s policies, guidelines or procedures relating to the Funds.
(d) The Sub-Adviser is fully authorized under all applicable law and regulation to enter into this Agreement and serve as Sub-Adviser to the Funds and to perform the services described under this Agreement;
(e) The Sub-Adviser is a limited liability company duly organized and validly existing under the laws of the State state of Delaware, Delaware with the power to own and possess its assets and carry on its business as it is now being conducted;
(cf) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized by all necessary action on the part of its corporate members or board, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement (except for any necessary amendments of the Sub-Adviser’s Form ADV)Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; and;
(dg) This Agreement is a valid and binding agreement of the Sub-Adviser;
(h) The Form ADV of the Sub-Adviser previously provided to the Adviser (a copy of which is attached as Exhibit B to this Agreement) is a true and complete copy of the form Part 1 of which is currently filed with the SEC and the information contained therein is accurate accurate, current and complete in all material respects as of its filing date, and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are were made, not misleading. ;
(i) The Sub-Adviser will promptly provide shall not divert any Fund’s portfolio securities transactions to a broker or dealer in consideration of such broker or dealer’s promotion or sales of shares of the Adviser and the Trust with a complete copy of all subsequent amendments to its Form ADV (including, without limitationFund, any necessary amendments other series of the Trust, or any other registered investment company.
(j) The Sub-Adviser’s Form ADV Adviser agrees to reflect the execution, delivery maintain an appropriate level of errors and performance of this Agreement)omissions or professional liability insurance coverage.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (Krane Shares Trust), Investment Sub Advisory Agreement (Krane Shares Trust)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser represents represents, warrants and warrants covenants to the Adviser and the Trust as follows:
(a) i. The Sub-Adviser is and will remain registered as an investment adviser under the Advisers Act to and shall maintain such registration during the extent required therebyterm of this Agreement;
(b) ii. The Sub-Adviser is a limited liability company partnership duly organized and validly existing under the laws of the State of Delaware, Delaware with the power to own and possess its assets and carry on its business as it is now being conductedduties and obligations hereunder;
(c) iii. The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized by all necessary action on the part of its duly authorized officer and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement (except for any necessary amendments of the Sub-Adviser’s Form ADV)Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (ia) any provision of applicable law, rule or regulation, (iib) the Sub-Adviser’s governing instruments, or (iiic) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; and;
(d) The iv. Parts 1 and 2 of the Form ADV (collectively, the “Form ADV”) of the Sub-Adviser previously provided to the Adviser (a copy of which is attached as Exhibit B to this Agreement) is a true and complete copy of the form Part 1 of which is as currently filed with the SEC Securities and Exchange Commission (the “SEC”) with the exception of Form ADV Part 2B, which is not filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are were made, not misleading. The Sub-Adviser will promptly provide the Adviser and the Trust with a complete copy of all subsequent amendments to its Form ADV ADV;
v. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Adviser with a copy of that code, together with evidence of its adoption. Upon the written and reasonable request of the Adviser or the Fund, the Sub-Adviser shall permit representatives of the Adviser or the Fund to examine the reports (including, without limitation, or summaries of the reports) required to be made to the Sub-Adviser by Rule 17j-1(c)(1) under the 1940 Act and other records evidencing enforcement of the code of ethics; #49362336_v1 8
vi. The Sub-Adviser is hereby obligated to provide the Fund and Adviser with advance notice of any necessary amendments of contemplated change in the Sub-Adviser’s Form ADV partnership, whether of general or limited partners, or senior executive personnel, which reasonably would be deemed to reflect result in a “change in control” of the execution, delivery and performance Sub-Adviser for purposes of either the Advisers Act or the 1940 Act; and
vii. In connection with the services provided under this Agreement), the Sub-Adviser shall comply in all material respects with the requirements applicable to an investment sub-adviser of a closed-end registered investment company that has elected to operate as an interval fund like the Fund under the Advisers Act and the 1940 Act; provided, however, it is understood and agreed that the Adviser, not the Sub-Adviser, shall bear responsibility for the Fund’s compliance with the 1940 Act and/or any other applicable federal or state laws, and the Adviser shall be solely responsible for ensuring that the Fund shall qualify as a regulated investment company to the extent it intends to do so.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Griffin Institutional Access Credit Fund)
Representations and Warranties of the Sub-Adviser. (a) The Sub-Adviser represents and warrants to the Adviser and the Trust as follows:
that: (ai) The Sub-Adviser it is and will remain registered as an investment adviser under the Advisers Act and is registered or licensed as an investment adviser under the laws of all jurisdictions in which its activities require it to be so registered or licensed; (ii) it has reviewed the extent 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 each such registration, 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 thereby;
to enable the Sub-Adviser to perform its obligations under this Agreement; (biv) The it is duly 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 limited liability company duly organized and validly existing under the laws party or by which it is bound or to which any of the State of Delaware, with the power to own and possess its assets and carry on its business as it is now being conducted;
(c) The executionare subject or any applicable statute, delivery and performance by law, rule, regulation, order or other legal requirement applicable to the Sub-Adviser or any of this Agreement are within the Sub-Adviser’s powers and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement (except for any necessary amendments of the Sub-Adviser’s Form ADV), and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; and
(d) The Form ADV of the Sub-Adviser previously provided to the Adviser (a copy of which is attached as Exhibit B to this Agreement) is a true and complete copy of the form Part 1 of which is currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Adviser and the Trust with a complete copy of all subsequent amendments to its Form ADV (including, without limitation, any necessary amendments of the Sub-Adviser’s Form ADV to reflect the execution, delivery and performance of this Agreement)assets.
Appears in 1 contract
Representations and Warranties of the Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Trust BDC as follows:
(a) The Sub-Adviser is and will remain shall be registered as an investment adviser under the Advisers Act to the extent required therebyand shall maintain such registration;
(b) The Sub-Adviser is a limited liability company partnership duly organized and validly existing under the laws of the State of Delaware, Delaware with the power to own and possess its assets and carry on its business as it is now being conducted;
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized by all necessary action and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement (except for any necessary amendments of the Sub-Adviser’s Form ADV)Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; and;
(d) The Form ADV Part II of the Sub-Adviser Adviser’s most recent Form ADV filed with the U.S. Securities and Exchange Commission pursuant to Section 203(c) of the Advisers Act, previously provided to the Adviser (a copy of which is attached as Exhibit B to this Agreement) Adviser, is a true and complete copy of the form Part 1 of which is currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleadingform. The Sub-Adviser will promptly provide the Adviser and the Trust BDC with a complete copy of all subsequent amendments to Part II of its Form ADV ADV;
(includinge) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Adviser and the BDC with a copy of that code, without limitationtogether with evidence of its adoption. Within 20 days of the end of each calendar quarter during which this Agreement remains in effect, any necessary amendments a senior managing director or managing director of the Sub-Adviser shall certify to the Adviser or the BDC that the Sub-Adviser has complied with the requirements of Rule 17j-1 during the previous quarter and that there have been no material violations of the Sub-Adviser’s Form ADV code of ethics or, if such a material violation has occurred, that appropriate action has been taken in response to reflect such violation. Upon written request of the executionAdviser or the BDC, delivery the Sub-Adviser shall permit representatives of the Adviser or the BDC to examine the reports (or summaries of the reports) required to be made to the Sub-Adviser by Rule 17j-1(c)(1) and performance other records evidencing enforcement of this Agreement)the code of ethics; and
(f) The Sub-Adviser shall comply in all material respects with all requirements applicable to the investment adviser of a business development company like the BDC under the Advisers Act and the 1940 Act.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (FS Energy & Power Fund)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Trust Manager as follows:
(a) The Sub-Adviser is and will remain registered as an investment adviser under the Advisers Act to the extent required therebyAct;
(b) The Sub-Adviser is a limited liability company partnership duly organized and validly existing under the laws of the State of Delaware, California with the power to own and possess its assets and carry on its business as it is now being conducted;
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s 's powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement (except for any necessary amendments of the Sub-Adviser’s Form ADV)Agreement, and the execution, delivery and performance by the Sub-Adviser of this the Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s 's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; and;
(d) The Form ADV of the Sub-Adviser previously as provided to the Adviser (a copy of which is attached as Exhibit B to this Agreement) Manager is a true true, complete, and complete current copy of the form Part 1 of which Form ADV as is currently filed (Part I) or is currently on file with the Manager (Part II) as is required by SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are were made, not misleading. ;
(e) The Sub-Adviser acknowledges that it received a copy of the Manager's Form ADV prior to the execution of this agreement;
(f) The Sub-Adviser and each of its officers, directors, employees and agents, shall comply at all times with all applicable laws pertaining to its business and to the operation of the Series of the Fund and to the offering of their shares, to the extent applicable;
(g) The Sub-Adviser will promptly provide take all reasonable and practicable steps to assure that the Fund will operate in accordance with the 1940 Act and in accordance with all applicable laws; and
(h) The Sub-Adviser and will notify the Trust with a complete copy of all subsequent amendments to its Form ADV (including, without limitation, any necessary amendments of Manager if the Sub-Adviser’s Form ADV Adviser becomes the subject of any legal or regulatory investigation, examination or judicial proceeding which may affect its ability to reflect the execution, delivery and performance of perform its obligations under this Agreement).
Appears in 1 contract
Representations and Warranties of the Sub-Adviser. The Sub-Adviser represents represents, warrants and warrants covenants to the Adviser and the Trust as follows:
(a) i. The Sub-Adviser is and will remain registered as an investment adviser under the Advisers Act to and shall maintain such registration during the extent required therebyterm of this Agreement;
(b) ii. The Sub-Adviser is a limited liability company duly organized and validly existing under the laws of the State of Delaware, Delaware with the power to own and possess its assets and carry on its business as it is now being conductedduties and obligations hereunder;
(c) iii. The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized by all necessary action on the part of its duly authorized officer and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement (except for any necessary amendments of the Sub-Adviser’s Form ADV)Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (ia) any provision of applicable law, rule or regulation, (iib) the Sub-Adviser’s governing instruments, or (iiic) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; and;
(d) The iv. Parts 1 and 2 of the Form ADV (collectively, the “Form ADV”) of the Sub-Adviser previously provided to the Adviser (a copy of which is attached as Exhibit B to this Agreement) is a true and complete copy of the form Part 1 of which is as currently filed with the SEC Securities and Exchange Commission (the “SEC”) with the exception of Form ADV Part 2B, which is not filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are were made, not misleading. The Sub-Adviser will promptly provide the Adviser and the Trust with a complete copy of all subsequent amendments to its Form ADV ADV;
v. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Act and will provide the Adviser with a copy of that code, together with evidence of its adoption. Upon the written and reasonable request of the Adviser or the Company, the Sub-Adviser shall permit representatives of the Adviser or the Company to examine the reports (including, without limitation, or summaries of the reports) required to be made to the Sub-Adviser by Rule 17j-1(c)(1) under the Act and other records evidencing enforcement of the code of ethics;
vi. The Sub-Adviser is hereby obligated to provide the Company and Adviser with advance notice of any necessary amendments of contemplated change in the Sub-Adviser’s Form ADV limited liability company, whether of managers, or senior executive personnel, which reasonably would be deemed to reflect result in a “change in control” of the execution, delivery and performance Sub-Adviser for purposes of either the Advisers Act or the Act; and
vii. In connection with the services provided under this Agreement), the Sub-Adviser shall comply in all material respects with the requirements applicable to an investment sub-adviser of a closed-end registered investment company that has elected to operate as an interval fund like the Onshore Fund under the Advisers Act and the Act; provided, however, it is understood and agreed that the Adviser, not the Sub-Adviser, shall bear responsibility for the Company’s compliance with the Act and/or any other applicable laws, and the Adviser shall be solely responsible for ensuring that the Onshore Fund shall qualify as a regulated investment company to the extent it intends to do so.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Managed Portfolio Series)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser represents and warrants to each of the Adviser and Underwriters as of the Trust as followsdate hereof that:
(a) The Sub-Adviser has been duly organized, is and will remain registered validly existing as an investment adviser a corporation in good standing under the Advisers Act laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Time of Sale 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 required thereby;that the failure to be so qualified or be in good standing would not have a material adverse effect on the Sub-Adviser (a “Sub-Adviser Material Adverse Effect”). The Sub-Adviser has no subsidiaries.
(b) The Sub-Adviser is a limited liability company duly organized and validly existing registered as an investment adviser under the laws Advisers Act, and is not prohibited by the Advisers Act or the Investment Company Act from acting under the Sub-Advisory Agreement as an investment sub-adviser to the Fund as contemplated by the Time of Sale Prospectus, and no order of suspension or revocation of such registration has been issued or proceedings therefor initiated or, to the knowledge of the State of DelawareSub-Adviser, with threatened by the power to own and possess its assets and carry on its business as it is now being conducted;Commission.
(c) This Agreement and the Transfer and Assumption Agreement (collectively, the “ARI Agreements”) have been duly authorized, executed and delivered by the Sub-Adviser.
(d) The executionexecution and delivery by the Sub-Adviser of, delivery and the performance by the Sub-Adviser of this Agreement are within its obligations under the SubARI Agreements will not contravene (x) the Amended and Restated Certificate of Incorporation or by-Adviser’s powers and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement (except for any necessary amendments laws of the Sub-Adviser’s Form ADV), and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (iy) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree agreement or other instrument binding upon the Sub-Adviser that is material to the Sub-Adviser or (z) any provision of applicable law or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Sub-Adviser; and, whether foreign or domestic, except, in the case of (y) and (z) above, where such contravention would not have a Sub-Adviser Material Adverse Effect.
(de) The Form ADV performance by the Sub-Adviser of its obligations under the Sub-Advisory Agreement will not contravene (x) the Amended and Restated Certificate of Incorporation or by-laws of the Sub-Adviser, (y) any agreement or other instrument binding upon the Sub-Adviser that is material to the Sub-Adviser or (z) any provision of applicable law or 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 (y) and (z) above, where such contravention would not have a Sub-Adviser Material Adverse Effect.
(f) 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 the ARI Agreements or 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 would not have a Sub-Adviser Material Adverse Effect or an adverse effect on any Underwriter.
(g) There are no legal or governmental proceedings pending or, to the knowledge of the Sub-Adviser, threatened to which the Sub-Adviser is a party or to which any of the properties of the Sub-Adviser previously provided to the Adviser is subject (a copy of which is attached as Exhibit B to this Agreementi) is a true and complete copy of the form Part 1 of which is currently filed with the SEC and the information contained therein is accurate and complete other than proceedings accurately described in all material respects in the Time of Sale Prospectus and proceedings that would not have a Sub-Adviser Material Adverse Effect, or on the power or ability of the Sub-Adviser to perform its obligations under the ARI Agreements or the Sub-Advisory Agreement or to consummate the transactions contemplated by the Time of Sale Prospectus or (ii) that are required to be described in the Registration Statement or the Prospectus and are not so described.
(h) 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, except to the extent that the failure to obtain or file the foregoing would not have a Sub-Adviser Material Adverse Effect or a Fund Material Adverse Effect.
(i) 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 by the Sub-Advisory Agreement.
(j) The Sub-Advisory Agreement is in full force and effect and neither the Sub-Adviser nor, to the knowledge of the Sub-Adviser, any other party to the Sub-Advisory Agreement, is in default thereunder, and, no event has occurred which with the passage of time or the giving of notice or both would constitute a default by the Sub-Adviser under such document.
(k) All information furnished by the Sub-Adviser for use in the Registration Statement, the Time of Sale Prospectus and Prospectus, including, without limitation, the description of the Sub-Adviser (the “Sub-Adviser Information”), does not not, and on the Closing Date will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make such information not misleading (in the statements madecase of the Time of Sale Prospectus and Prospectus, in light of the circumstances under which they such information is provided).
(l) 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 or operations of the Sub-Adviser from that set forth in the Time of Sale Prospectus, and there have been no transactions entered into by the Sub-Adviser which are madematerial to the Sub-Adviser other than those in the ordinary course of its business or as described in the Time of Sale Prospectus.
(m) Neither the Sub-Adviser nor any of its directors, not misleading. partners, managers or officers, on behalf of the Sub-Adviser, nor, to the Sub-Adviser’s knowledge, any employee, agent or representative of the Sub-Adviser, 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 influence official action or secure an improper advantage; and the Sub-Adviser conducts its businesses in compliance with applicable anti-corruption laws, including the FCPA.
(n) The operations of the Sub-Adviser are conducted in compliance with the 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 Anti-Money Laundering Laws is pending or, to the knowledge of the Sub-Adviser, threatened.
(i) The Sub-Adviser will promptly provide represents that neither the Adviser and Sub-Adviser, any director or officer, nor, to the Trust with knowledge of the Sub-Adviser, any employee, agent or representative of the Sub-Adviser, is a complete copy Person that is, or is owned or controlled by a Person that is:
(A) the subject of all subsequent amendments to its Form ADV any Sanctions, nor
(B) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, any necessary amendments Cuba, Iran, North Korea, Sudan and Syria).
(ii) The Sub-Adviser represents and covenants that it will not, directly or indirectly, use, or cause or direct the Fund to use, the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person:
(A) to fund or facilitate any activities or business of or with any 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 Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise).
(iii) The Sub-Adviser’s Form ADV to reflect Adviser represents and covenants that for the executionpast 5 years, delivery it has not knowingly engaged in, is not now knowingly engaged in, and performance will not knowingly engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of this Agreement)the dealing or transaction is or was the subject of Sanctions.
Appears in 1 contract
Samples: Underwriting Agreement (Fiduciary/Claymore MLP Opportunity Fund)
Representations and Warranties of the Sub-Adviser. (a) The Sub-Adviser represents and warrants to the Adviser and the Trust as follows:
that: (ai) The Sub-Adviser it is and will remain registered as an investment adviser under the Advisers Act and is registered or licensed as an investment adviser under the laws of all jurisdictions in which its activities 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 each such registration, 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-Adviser to perform its obligations under this Agreement; (iv) it is duly 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 which any of its assets are subject or any applicable statute, law, rule, regulation, order or other legal requirement applicable to the extent required thereby;Sub-Adviser or any of its assets.
(b) The Sub-Adviser is a limited liability company duly organized shall promptly notify the Adviser and validly existing under the laws Trust in writing of the State occurrence of Delawareany of the following events: (i) any breach of this Agreement; (ii) any of the representations and warranties of the Sub-Adviser contained herein becomes untrue after the execution of this Agreement; (iii) 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, with rule or regulation or if the power to own and possess its assets and carry on its business as Sub-Adviser becomes aware that it is now being conducted;
or likely may become 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; (civ) The executionthe Sub-Adviser shall have been served or otherwise becomes aware of any action, delivery and performance suit, proceeding, inquiry (other than routine regulatory inquiries or examinations or so- called sweep examinations) or investigation applicable to it, at law or in equity, before or by any court, public board or body, involving or in any way relevant to the affairs of the Fund such relevance to be determined by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and no action by or in respect ofconsultation with its outside counsel as necessary; (v) Xxxxxx Xxxxxxxxxx, Xxxxx Xxxxx, or filing with, any governmental body, agency or official is required on the part Xxxxx Xxxxxxx of the Sub-Adviser for (together with such other persons as the execution, delivery Adviser and performance by the Sub-Adviser may agree in writing from time to time, the "Key Personnel") are no longer active, or are proposed to no longer be active, in the day-to- day management of this Agreement and/or trading decisions for the Managed Portion; (except for vi) any necessary amendments change in any of the Sub-Adviser’s Form ADV), and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) Key Personnel and/or any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) change concerning any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; and
(d) The Form ADV of the Sub-Adviser previously provided to the Adviser (a copy of which is attached as Exhibit B to this Agreement) is a true and complete copy of the form Part 1 of which is currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Adviser and the Trust with a complete copy of all subsequent amendments to its Form ADV Key Personnel (including, without limitation, any necessary amendments 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; (vii) any proposed change in control of the SubAdviser; (viii) any proposed assignment of this Agreement; (ix) 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 not contained in the Registration Statement, as amended and supplemented from time to time, regarding the Fund, or any amendment or supplement thereto, but that is, required to be disclosed therein, and of any statement respecting or relating to the Sub-Adviser, the Sub-Adviser's investment strategies or the Managed Portion contained therein thatbecomes untrue in any material respect; (x) any change in the Sub-Adviser's financial condition which could reasonably be expected to adversely affect its abilities to perform its duties hereunder and of any reduction in the amount of coverage under the Sub-Adviser's errors and omissions or professional liability insurance coverage; (xi) Sub-Adviser becomes aware of any event or circumstance that could reasonably constitute (or will constitute with the passage of time) a default, event of default, or termination event (or other similar event or circumstance, however defined) under any Trading Agreement or otherwise with respect to the Managed Portion, and Sub-Adviser hereby agrees to use its reasonable best efforts to monitor the occurrence of any such event or circumstance; (xii) 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, a default, event of default, or termination event (or other similar event or circumstance, however defined) or (B) makes any changes to (i) the fees, rates, or other charges or (ii) 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 (xiii) 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.
(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 's current Form ADV (Parts 1 and 2) and all information in such document is complete and accurate in all material respects as of the date hereof and is in conformity in all material respects with applicable securities laws, rules and regulations. The Sub-Adviser hereby covenants and agrees promptly to reflect deliver to the executionFund all amendments to its Form ADV.
(d) The Sub-Adviser acknowledges and agrees that it has not received legal or regulatory advice from the Fund, delivery the Adviser or any of their respective employees or representatives, and performance of this Agreement)is 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 represents and warrants to the Adviser and the Trust as follows:: Xxxx-Xxxxxx Xxxxxx
(a) The Sub-Adviser is and will remain registered as an investment adviser Investment Adviser under the Advisers Act to the extent required thereby;
(b) The Sub-Adviser is a limited liability company duly organized and validly existing under the laws of the State state of DelawareCalifornia, with the power to own and possess its assets and carry on its business as it is now being conducted;
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser's powers and have been duly authorized by all necessary action required under the Sub-Adviser’s powers Operating Agreement, and no action by or in respect of, or filing with, any governmental government body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement (except for any necessary amendments of the Sub-Adviser’s Form ADV)Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s 's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; and
(d) The Form ADV of the Sub-Adviser previously provided to the Adviser (a copy of which is attached as Exhibit B to this Agreement) is a true and complete copy of the form Part 1 of which is as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Adviser and the Trust with a complete copy of all subsequent amendments to its Form ADV (including, without limitation, any necessary amendments of the Sub-Adviser’s Form ADV to reflect the execution, delivery and performance of this Agreement)ADV.
Appears in 1 contract
Representations and Warranties of the Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Trust as follows:
(a) The Sub-Adviser is and will remain registered as an investment adviser under the Advisers Act to the extent required thereby;
(b) The Sub-Adviser is a limited liability company corporation duly organized and validly existing under the laws of the State of Delaware, with the power to own and possess its assets and carry on its business as it is now being conducted;
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement (except for any necessary amendments of the Sub-Sub Adviser’s Form ADV), and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any Any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument Instrument binding upon the Sub-Adviser; and
(d) The Form ADV of the Sub-Adviser previously provided to the Adviser (a copy of which is attached as Exhibit B to this Agreement) is a true and complete copy of the form Part 1 of which is currently filed with the SEC and the information Information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Sub Adviser will promptly provide the Adviser and :the Trust with a complete copy of all subsequent amendments to its Its Form ADV (including, without limitation, any necessary amendments of the Sub-Sub Adviser’s Form ADV to reflect the execution.execution, delivery and performance of this Agreement).
Appears in 1 contract
Representations and Warranties of the Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Trust as follows:
(a) The Sub-Adviser is and will remain registered as an investment adviser under the Advisers Act to the extent required thereby;
(b) The Sub-Adviser is a limited liability company duly organized and validly existing under the laws of the State of DelawareNew Jersey, with the power to own and possess its assets and carry on its business as it is now being conducted;
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement (except for any necessary amendments of the Sub-Adviser’s Form ADV), and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; and
(d) The Form ADV of the Sub-Adviser previously provided to the Adviser (a copy of which is attached as Exhibit B to this Agreement) is a true and complete copy of the form Part 1 of which is currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Adviser and the Trust with a complete copy of all subsequent amendments to its Form ADV (including, without limitation, any necessary amendments of the Sub-Adviser’s Form ADV to reflect the execution, delivery and performance of this Agreement).
Appears in 1 contract
Representations and Warranties of the Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Trust as follows:
(a) The Sub-Adviser is and will remain registered as an investment adviser under the Advisers Act to the extent required thereby;
(b) The Sub-Adviser is a limited liability company corporation duly organized and validly existing under the laws of the State of DelawareEngland and Wales , with the power to own and possess its assets and carry on its business as it is now being conducted;
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement (except for any necessary amendments of the Sub-Adviser’s Form ADV), and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; and
(d) The Form ADV of the Sub-Adviser previously provided to the Adviser (a copy of which is attached as Exhibit B to this Agreement) is a true and complete copy of the form Sub-Adviser’s Form ADV Part 1 of which 2A that is currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Adviser and the Trust with a complete copy of all subsequent amendments to its Form ADV Part 2A (including, without limitation, any necessary amendments of the Sub-Adviser’s Form ADV Part 2A to reflect the execution, delivery and performance of this Agreement). The Adviser hereby agrees and consents to have the Sub- Adviser electronically deliver the Form ADV, privacy and other notices. Electronic communication includes e-mail delivery. The Adviser may revoke or restrict its consent to electronic delivery of communications at any time by notifying the Sub-Adviser, in writing, of the Adviser's intention to do so.
Appears in 1 contract
Representations and Warranties of the Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Trust as follows:
(a) The Sub-Adviser is and will remain registered as an investment adviser under the Advisers Act to the extent required thereby;
(b) The Sub-Adviser is a limited liability company corporation duly organized and validly existing under the laws of the State of DelawareIndiana, with the power to own and possess its assets and carry on its business as it is now being conducted;
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement (except for any necessary amendments of the Sub-Adviser’s Form ADV), and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; and
(d) The Form ADV of the Sub-Adviser previously provided to the Adviser (a copy of which is attached as Exhibit B to this Agreement) is a true and complete copy of the form Part 1 of which is currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Adviser and the Trust with a complete copy of all subsequent amendments to its Form ADV (including, without limitation, any necessary amendments of the Sub-Adviser’s Form ADV to reflect the execution, delivery and performance of this Agreement).
Appears in 1 contract
Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to the Adviser Fund and the Trust as followsAdviser that:
(a) The Sub-Adviser (i) is and will remain registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Sub-Advisory Agreement remains in effect; (ii) is not prohibited by the Act or the Advisers Act from performing the services contemplated by this Sub-Advisory Agreement; (iii) has appointed a Chief Compliance Officer under Rule 206(4)-7 under the Advisers Act; (iv) has adopted written policies and procedures that are reasonably designed to prevent violations of the Advisers Act from occurring, detect violations that have occurred and correct promptly any violations that have occurred, and will provide prompt notice of any material violations relating to the extent required thereby;Fund and to the Adviser; (v) has met and will seek to continue to meet for so long as this Sub-Advisory Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency; (vi) has the authority to enter into and perform the services contemplated by this Sub-Advisory Agreement; and (vii) will promptly notify the Adviser 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 Act or otherwise.
(b) The Sub-Adviser is has adopted a limited liability company duly organized and validly existing written code of ethics complying with the requirements of Rule 17j-1 under the laws Act and will provide the Adviser with a copy of the State code of Delaware, with the power to own and possess its assets and carry on its business as it is now being conducted;ethics.
(c) The executionSub-Adviser has provided the Adviser with a copy of its Form ADV Part 2, delivery which as of the date of this Sub-Advisory Agreement is its Form ADV Part 2 as most recently deemed to be filed with the Commission, and performance promptly will furnish a copy of all amendments thereto to the Adviser.
(d) 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 this Agreement are within 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 powers and no action by condition (financial or otherwise), business or prospects; (ii) affect adversely in any material respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement (except for any necessary amendments 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), ADV Part 2; and the executionSub-Adviser has not received any notice of an investigation by the Commission or any state regarding U.S. federal or state securities laws, delivery regulations or rules.
(e) All references in the Disclosure Documents concerning the Sub-Adviser and performance its affiliates and the controlling persons, affiliates, stockholders, members, directors, officers and employees of any of the foregoing provided to the Adviser by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; and
(d) The Form ADV of approved by the Sub-Adviser previously for use in the Disclosure Documents, as well as all performance information provided to the Adviser (a copy of which is attached as Exhibit B to this Agreement) is a true and complete copy of by the form Part 1 of which is currently filed with Sub-Adviser or approved by the SEC and Sub-Adviser in the information contained therein is Disclosure Documents, are accurate and complete in all material respects and does do not contain any untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, such information not misleading. .
(f) The Sub-Adviser will promptly provide has supplied to, or made available for review by, the Adviser (and if requested by the Trust with a complete copy of all subsequent amendments Adviser to its Form ADV (includingdesignated auditor) all documents, without limitationstatements, any necessary amendments of agreements and workpapers reasonably requested by it relating to accounts covered by the Sub-Adviser’s Form ADV performance results and which are in the Sub-Adviser’s possession or to reflect which it has access.
(g) The Sub-Adviser has all requisite organizational power and authority under applicable state law and federal securities laws to execute, deliver and perform this Sub-Advisory Agreement. The foregoing representations and warranties shall be continuing and be deemed repeated at and as of all times during the execution, delivery and performance term of this Sub-Advisory Agreement).
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (MBC Total Private Markets Access Fund)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser represents represents, warrants and warrants covenants to the Adviser and the Trust as follows:
(a) i. The Sub-Adviser is and will remain registered as an investment adviser under the Advisers Act to and shall maintain such registration during the extent required therebyterm of this Agreement;
(b) ii. The Sub-Adviser is a limited liability company partnership duly organized and validly existing under the laws of the State of Delaware, Delaware with the power to own and possess its assets and carry on its business as it is now being conductedduties and obligations hereunder;
(c) iii. The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized by all necessary action on the part of its duly authorized officer and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement (except for any necessary amendments of the Sub-Adviser’s Form ADV)Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (ia) any provision of applicable law, rule or regulation, (iib) the Sub-Adviser’s governing instruments, or (iiic) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; and;
(d) The iv. Parts 1 and 2 of the Form ADV (collectively, the “Form ADV”) of the Sub-Adviser previously provided to the Adviser (a copy of which is attached as Exhibit B to this Agreement) is a true and complete copy of the form Part 1 of which is as currently filed with the SEC Securities and Exchange Commission (the “SEC”) with the exception of Form ADV Part 2B, which is not filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are were made, not misleading. The Sub-Adviser will promptly provide the Adviser and the Trust with a complete copy of all subsequent amendments to its Form ADV ADV;
v. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Adviser with a copy of that code, together with evidence of its adoption. Upon the written and reasonable request of the Adviser or the Fund, the Sub-Adviser shall permit representatives of the Adviser or the Fund to examine the reports (including, without limitation, or summaries of the reports) required to be made to the Sub-Adviser by Rule 17j-1(c)(1) under the 1940 Act and other records evidencing enforcement of the code of ethics;
vi. The Sub-Adviser is hereby obligated to provide the Fund and Adviser with advance notice of any necessary amendments of contemplated change in the Sub-Adviser’s Form ADV partnership, whether of general or limited partners, or senior executive personnel, which reasonably would be deemed to reflect result in a “change in control” of the execution, delivery and performance Sub-Adviser for purposes of either the Advisers Act or the 1940 Act; and
vii. In connection with the services provided under this Agreement), the Sub-Adviser shall comply in all material respects with the requirements applicable to an investment sub-adviser of a closed-end registered investment company that has elected to operate as an interval fund like the Fund under the Advisers Act and the 1940 Act; provided, however, it is understood and agreed that the Adviser, not the Sub-Adviser, shall bear responsibility for the Fund’s compliance with the 1940 Act and/or any other applicable federal or state laws, and the Adviser shall be solely responsible for ensuring that the Fund shall qualify as a regulated investment company to the extent it intends to do so.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Griffin Institutional Access Credit Fund)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Trust as follows:
(a) The Sub-Adviser is and will remain registered as an investment adviser Investment Adviser under the Advisers Act to the extent required thereby;
(b) The Sub-Adviser is a limited liability company Limited Liability Corporation duly organized and validly existing under the laws of the State state of DelawareCalifornia, with the power to own and possess its assets and carry on its business as it is now being conducted;
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser's powers and have been duly authorized by all necessary action required under the Sub-Adviser’s powers Operating Agreement, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement (except for any necessary amendments of the Sub-Adviser’s Form ADV)Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s 's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; and
(d) The Form ADV of the Sub-Adviser previously provided to the Adviser (a copy of which is attached as Exhibit B to this Agreement) is a true and complete copy of the form Part 1 of which is as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Adviser and the Trust with a complete copy of all subsequent amendments to its Form ADV (including, without limitation, any necessary amendments of the Sub-Adviser’s Form ADV to reflect the execution, delivery and performance of this Agreement)ADV.
Appears in 1 contract
Representations and Warranties of the Sub-Adviser. (a) The Sub-Adviser represents and warrants to the Adviser and the Trust as follows:
that: (ai) The Sub-Adviser it is and will remain registered as an investment adviser under the Advisers Act and is registered or licensed as an investment adviser under the laws of all jurisdictions in which its activities 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 each such registration, 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-Adviser to perform its obligations under this Agreement; (iv) it is duly 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 which any of its assets are subject or any applicable statute, law, rule, regulation, order or other legal requirement applicable to the extent required thereby;Sub-Adviser or any of its assets.
(b) The Sub-Adviser is a limited liability company duly organized and validly existing under the laws of the State of Delaware, with the power to own and possess its assets and carry on its business as it is now being conducted;
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement (except for any necessary amendments of the Sub-Adviser’s Form ADV), and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; and
(d) The Form ADV of the Sub-Adviser previously provided to the Adviser (a copy of which is attached as Exhibit B to this Agreement) is a true and complete copy of the form Part 1 of which is currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will shall promptly provide notify the Adviser and the Trust with in writing of the occurrence of any of the following events: (i) any breach of a complete copy material term of all subsequent amendments to its Form ADV this Agreement; (including, without limitation, ii) any necessary amendments of the representations and warranties of the Sub- Adviser contained herein becomes untrue after the execution of this Agreement; (iii) any event that would disqualify the Sub-Adviser’s Form ADV to reflect the execution, delivery and performance Adviser from serving as an investment adviser of this Agreement).an investment
Appears in 1 contract
Representations and Warranties of the Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Trust as follows:
(a) The Sub-Adviser is and will remain registered as an investment adviser under the Advisers Act to the extent required thereby;
(b) The Sub-Adviser is a limited liability company corporation duly organized and validly existing under the laws of the State of Delaware, with the power to own and possess its assets and carry on its business as it is now being conducted;
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement (except for any necessary amendments of the Sub-Adviser’s Form ADV), and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; and
(d) The Form ADV of the Sub-Adviser previously provided to the Adviser (a copy of which is attached as Exhibit B to this Agreement) is a true and complete copy of the form Part 1 of which is currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Adviser and the Trust with a complete copy of all subsequent amendments to its Form ADV (including, without limitation, any necessary amendments of the Sub-Adviser’s Form ADV to reflect the execution, delivery and performance of this Agreement).
(e) The Sub-Adviser will promptly notify the Adviser if any of the above representations in this section are no longer true and accurate.
Appears in 1 contract
Representations and Warranties of the Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Trust as follows:
(a) The Sub-Adviser is and will remain registered as an investment adviser under the Advisers Act to the extent required thereby;
(b) The Sub-Adviser is a limited liability company duly organized and validly existing under the laws of the State of DelawareMassachusetts, with the power to own and possess its assets and carry on its business as it is now being conducted;
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement (except for any necessary amendments of the Sub-Adviser’s Form ADV), and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; and
(d) The Form ADV of the Sub-Adviser previously provided to the Adviser (a copy of which is attached as Exhibit B to this Agreement) is a true and complete copy of the form Part 1 of which is currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Adviser and the Trust with a complete copy of all subsequent amendments to its Form ADV (including, without limitation, any necessary amendments of the Sub-Adviser’s Form ADV to reflect the execution, delivery and performance of this Agreement).
(e) The Sub-Adviser is not responsible for: (i) making tax reclaim filings in respect of any taxes deducted at source (e.g., pursuant to treaty or domestic law provisions); (ii) maintaining or providing tax-related documentation to relevant parties that may be required to satisfy applicable information tax reporting regimes (e.g., the U.S. Foreign Account Tax Compliance Act), treaty, repatriation and similar requirements; (iii) providing the Trust or a Fund with tax reporting or tax advice; (iv) establishing and maintaining relationships with local tax agents, if required; (v) performing its duties in a manner that will minimize taxes; and (vi) managing or evaluating the amount and/or U.S. federal tax character of a Fund’s distributable income and/or gains.
Appears in 1 contract
Representations and Warranties of the Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Trust Company as follows:
(a) The Sub-Adviser is and will remain registered as an investment adviser under the Advisers Act to the extent required therebyAct;
(b) The Sub-Adviser is a [corporation/company/limited liability company company], duly organized and validly existing under the laws of the State of Delaware[state], with the power to own and possess its assets and carry on its business as it is now being conducted;
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s 's powers and has been duly authorized and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement (except for any necessary amendments of the Sub-Adviser’s Form ADV)Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, ; (ii) the Sub-Adviser’s 's governing instruments, ; or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; and
(d) The Form ADV of the Sub-Adviser previously provided to the Adviser (a copy of which is attached as Exhibit B to this Agreement) is a true and complete copy of the form Part 1 of which is as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Adviser and the Trust Company with a complete copy of all subsequent amendments to its Form ADV ADV.
(including, without limitation, any necessary amendments of e) The Sub-Adviser currently carries professional errors and omissions liability covering services provided hereunder by the Sub-Adviser with a combined single limit of not less than $5,000,000 per claim and $10,000,000 in the aggregate annually. The Sub-Adviser will not materially change (other than to increase the level of coverage) or terminate any of such coverages without at least 30 days' prior written notice to the Adviser’s Form ADV . The Sub-Adviser further agrees to reflect notify the execution, delivery and performance Adviser as soon as possible when the Sub-Adviser receives notice of this Agreement)any adverse material change or termination of the specified coverages.
Appears in 1 contract
Representations and Warranties of the Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Trust as follows:
(a) The Sub-Adviser is and will remain registered as an investment adviser Investment Adviser under the Advisers Act to the extent required thereby;
(b) The Sub-Adviser is a limited liability company Limited Liability Corporation duly organized and validly existing under the laws of the State state of DelawareCalifornia, with the power to own and possess its assets and carry on its business as it is now being conducted;
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s 's powers and have been duly authorized by all necessary action on the part of its Board of Directors and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement (except for any necessary amendments of the Sub-Adviser’s Form ADV)Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s 's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; and
(d) The Form ADV of the Sub-Adviser previously provided to the Adviser (a copy of which is attached as Exhibit B to this Agreement) is a true and complete copy of the form Part 1 of which is as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Adviser and the Trust with a complete copy of all subsequent amendments to its Form ADV (including, without limitation, any necessary amendments of the Sub-Adviser’s Form ADV to reflect the execution, delivery and performance of this Agreement)ADV.
Appears in 1 contract
Representations and Warranties of the Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Trust as follows:
(a) The Sub-Adviser is and will remain registered as an investment adviser under the Advisers Act to the extent required therebyAdvisersAct;
(b) The Sub-Adviser is a limited liability company company, duly organized and validly existing under the laws of the State state of Delaware, with the power to own and possess its assets and carry on its business as it is now being conducted;
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized by all necessary action on the part of its directors and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement (except for any necessary amendments of the Sub-Adviser’s Form ADV)Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, ; (ii) the Sub-Adviser’s governing instruments, ; or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; and
(d) The Sub-Adviser’s Form ADV of the Sub-Adviser previously provided to the Adviser (a copy of which is attached as Exhibit B to this Agreement) is a true and complete copy of the form Part 1 of which is as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Adviser and the Trust with a complete copy of all subsequent amendments to its Form ADV (including, without limitation, any necessary amendments of the Sub-Adviser’s Form ADV to reflect the execution, delivery and performance of this Agreement)upon filing.
Appears in 1 contract
Representations and Warranties of the Sub-Adviser. (a) The Sub-Adviser represents and warrants to the Adviser and the Trust as follows:
that: (ai) The Sub-Adviser it is and will remain registered as an investment adviser under the Advisers Act and is registered or licensed as an investment adviser under the laws of all jurisdictions in which its activities 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 each such applicable registration, 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-Adviser to perform its obligations under this Agreement; (iv) it is duly 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 which any of its assets are subject or any applicable statute, law, rule, regulation, order or other legal requirement applicable to the extent required thereby;Sub-Adviser or any of its assets.
(b) The Sub-Adviser, to the extent permitted by law, shall promptly notify the Adviser is a limited liability company duly organized and validly existing under the laws Trust in writing of the State occurrence of Delaware, with any of the power to own and possess its assets and carry on its business as it is now being conducted;
following events: (ci) The execution, delivery and performance by the Sub-Adviser any breach of this Agreement are within Agreement; (ii) any of the Sub-Adviser’s powers representations and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part warranties of the Sub-Adviser for contained herein becomes untrue after the execution, delivery and performance by execution of this Agreement; (iii) any event that would disqualify the Sub-Adviser from serving as an investment adviser of this Agreement (except for any necessary amendments an investment company pursuant to Section 9(a) of the Sub-Adviser’s Form ADV), and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene 1940 Act or constitute a default under (i) any provision of other applicable law, rule or regulation, regulation or if the Sub-Adviser becomes aware that it is or likely may become 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; (iiiv) the Sub-Adviser’s governing instrumentsAdviser shall have been served or otherwise becomes aware of any action, suit, proceeding, inquiry or (iii) investigation applicable to it, at law or in equity, before or by any agreementcourt, judgmentpublicly-elected board or body, injunction, order, decree involving or other instrument binding upon in any way relevant to the Sub-Adviser; and
(d) The Form ADV affairs of the Sub-Adviser previously provided to the Adviser (a copy of which is attached as Exhibit B to this Agreement) is a true and complete copy of the form Part 1 of which is currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Adviser and the Trust with a complete copy of all subsequent amendments to its Form ADV (including, without limitation, any necessary amendments of the Sub-Adviser’s Form ADV to reflect the execution, delivery and performance of this Agreement).Fund;
Appears in 1 contract
Representations and Warranties of the Sub-Adviser. The Sub-Adviser hereby represents and warrants to the Adviser and the Trust as follows:
(a) a. The Sub-Adviser is and will remain registered with the SEC as an investment adviser under the Advisers Act, and such registration is current, complete and in full compliance with all material applicable provisions of the Advisers Act to and the extent required therebyrules and regulations thereunder;
(b) b. The Adviser has all requisite authority to enter into and execute, deliver and perform its obligations under this Agreement;
c. The Sub-Adviser’s performance of its obligations under this Agreement does not conflict with any law, regulation or order to which the Sub-Adviser is subject; and
d. The Sub-Adviser is a limited liability company duly organized and validly existing under has reviewed the laws portion of (i) the State of Delaware, registration statement filed with the power SEC, as amended from time to own time, for the Fund (“Registration Statement”), and possess its assets (ii) the Fund’s prospectuses and carry on its business as it is now being conducted;
statements of additional information (cincluding amendments) The executionthereto, delivery and performance by in each case in the form received from the Adviser with respect to the disclosure about the Sub-Adviser and the Fund of this Agreement are within the Sub-Adviser’s powers and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of which the Sub-Adviser for has knowledge and except as advised in writing to the executionAdviser such Registration Statement, delivery prospectuses and performance by statements of additional information (including amendments) contain, as of their respective dates, no untrue statement of any material fact of which the Sub-Adviser has knowledge and do not omit any statement of this Agreement (except for any necessary amendments a material fact of the Sub-Adviser’s Form ADV), and the execution, delivery and performance by which the Sub-Adviser of this Agreement do not contravene has knowledge which was required to be stated therein or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; and
(d) The Form ADV of the Sub-Adviser previously provided to the Adviser (a copy of which is attached as Exhibit B to this Agreement) is a true and complete copy of the form Part 1 of which is currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, contained therein not misleading. The Sub-Adviser will promptly provide agrees to notify the Adviser and the Trust with a complete copy of all subsequent amendments to its Form ADV (including, without limitation, promptly in writing if any necessary amendments of the Sub-Adviser’s Form ADV representations and warranties contained in this Section ceases to reflect the execution, delivery and performance of this Agreement)be accurate in any respect.
Appears in 1 contract
Representations and Warranties of the Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Trust as follows:
(a) The Sub-Adviser is and will remain registered as an investment adviser Investment Adviser under the Advisers Act to the extent required thereby;
(b) The Sub-Adviser is a limited liability company Limited Liability Company duly organized and validly existing under the laws of the State state of DelawareColorado, with the power to own and possess its assets and carry on its business as it is now being conducted;
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s 's powers and have been duly authorized by all necessary action on the part of its Board of Directors and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement (except for any necessary amendments of the Sub-Adviser’s Form ADV)Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s 's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; and
(d) The Form ADV of the Sub-Adviser previously provided to the Adviser (a copy of which is attached as Exhibit B to this Agreement) is a true and complete copy of the form Part 1 of which is as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Adviser and the Trust with a complete copy of all subsequent amendments to its Form ADV (including, without limitation, any necessary amendments of the Sub-Adviser’s Form ADV to reflect the execution, delivery and performance of this Agreement)ADV.
Appears in 1 contract
Representations and Warranties of the Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Trust as follows:
(a) The Sub-Adviser is and will remain registered as an investment adviser Adviser under the Advisers Act to the extent required therebyAct;
(b) The Sub-Adviser is a limited liability company Corporation duly organized and validly existing under the laws of the State state of DelawareNew York, with the power to own and possess its assets and carry on its business as it is now being conducted;
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s 's powers and have been duly authorized by all necessary action on the part of its Board of Directors and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement (except for any necessary amendments of the Sub-Adviser’s Form ADV)Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s 's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; and
(d) The Form ADV of the Sub-Adviser previously provided to the Adviser (a copy of which is attached as Exhibit B to this Agreement) is a true and complete copy of the form Part 1 of which is as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Adviser and the Trust with a complete copy of all subsequent amendments to its Form ADV (including, without limitation, any necessary amendments of the Sub-Adviser’s Form ADV to reflect the execution, delivery and performance of this Agreement)ADV.
Appears in 1 contract
Representations and Warranties of the Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Trust as follows:
(a) The Sub-Adviser is and will remain registered as an investment adviser Adviser under the Advisers Act to the extent required therebyAct;
(b) The Sub-Adviser is a limited liability company duly organized and validly existing under the laws of the State state of DelawareNew Jersey, with the power to own and possess its assets and carry on its business as it is now being conducted;
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s 's powers and have been duly authorized by all necessary action on the part of its Board of Directors and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement (except for any necessary amendments of the Sub-Adviser’s Form ADV)Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s 's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; and
(d) The Form ADV of the Sub-Adviser previously provided to the Adviser (a copy of which is attached as Exhibit B to this Agreement) is a true and complete copy of the form Part 1 of which is as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Adviser and the Trust with a complete copy of all subsequent amendments to its Form ADV (including, without limitation, any necessary amendments of the Sub-Adviser’s Form ADV to reflect the execution, delivery and performance of this Agreement)ADV.
Appears in 1 contract
Samples: Sub Advisory Agreement (Northern Lights Fund Trust)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Trust as follows:
(a) The Sub-Adviser is and will remain registered as an investment adviser under the Advisers Act to the extent required thereby;
(b) The Sub-Adviser is a limited liability company duly organized and validly existing under the laws of the State of DelawareFlorida, with the power to own and possess its assets and carry on its business as it is now being conducted;
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement (except for any necessary amendments of the Sub-Adviser’s Form ADV), and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; and
(d) The Form ADV of the Sub-Adviser previously provided to the Adviser (a copy of which is attached as Exhibit B to this Agreement) is a true and complete copy of the form Part 1 of which is currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Adviser and the Trust with a complete copy of all subsequent amendments to its Form ADV (including, without limitation, any necessary amendments of the Sub-Adviser’s Form ADV to reflect the execution, delivery and performance of this Agreement).
Appears in 1 contract
Representations and Warranties of the Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Trust as follows:
(a) The Sub-Adviser is and will remain shall be registered as an investment adviser under the Advisers Act to as of the extent required therebydate the Fund commences investment operations and shall maintain such registration;
(b) The Sub-Adviser is a limited liability company corporation duly organized and validly existing under the laws of the State of Delaware, California with the power to own and possess its assets and to carry on its business as it is now being conducted;
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized by all necessary action on the part of its board of directors and no action by or in respect of, of or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement (except for any necessary amendments of the Sub-Adviser’s Form ADV)Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; and
(d) The Form ADV of the Sub-Adviser previously provided to the Adviser (a copy of which is attached as Exhibit B to this Agreement) is a true and complete copy of the form Part 1 of which is as currently filed with the SEC and the information contained NY:1326489.5 therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are were made, not misleading. The Sub-Adviser will promptly provide the Adviser and the Trust Fund with a complete copy of all subsequent amendments to its Form ADV ADV.
(includinge) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and has provided the Adviser and the Fund with a copy of that code, without limitationtogether with evidence of its adoption. Within 20 days of the end of each calendar quarter during which this Agreement remains in effect, any necessary amendments a senior executive of the Sub-Adviser’s Form ADV Adviser shall certify to reflect the executionAdviser or the Fund that the Sub-Adviser has complied with the requirements of Rule 17j-1 during the previous quarter and that there have been no violations of the Sub-Adviser‘s code of ethics or, delivery if such a violation has occurred, that appropriate action has been taken in response to such violation. Upon written request of the Adviser or the Fund, the Sub-Adviser shall permit representatives of the Adviser or the Fund to examine the reports (or summaries of the reports) required to be made to the Sub-Adviser by Rule 17j-1(c)(1) and performance other records evidencing enforcement of this Agreement)the code of ethics.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Versus Capital Multi-Manager Real Estate Income Fund LLC)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Trust Manager as follows:
(a) The Sub-Adviser is and will remain registered as an investment adviser under the Advisers Act to the extent required therebyAct;
(b) The Sub-Adviser is a limited liability company partnership duly organized and validly existing under the laws of the State of Delaware, California with the power to own and possess its assets and carry on its business as it is now being conducted;
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s 's powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement (except for any necessary amendments of the Sub-Adviser’s Form ADV)Agreement, and the execution, delivery and performance by the Sub-Sub- Adviser of this the Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s 's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Sub- Adviser; and;
(d) The Form ADV of the Sub-Adviser previously as provided to the Adviser (a copy of which is attached as Exhibit B to this Agreement) Manager is a true true, complete, and complete current copy of the form Part 1 of which Form ADV as is currently filed (Part I) or is currently on file with the Manager (Part II) as is required by SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are were made, not misleading. ;
(e) The Sub-Adviser acknowledges that it received a copy of the Manager's Form ADV prior to the execution of this agreement;
(f) The Sub-Adviser and each of its officers, directors, employees and agents, shall comply at all times with all applicable laws pertaining to its business and to the operation of the Series of the Fund and to the offering of their shares, to the extent applicable;
(g) The Sub-Adviser will promptly provide take all reasonable and practicable steps to assure that the Fund will operate in accordance with the 1940 Act and in accordance with all applicable laws; and
(h) The Sub-Adviser and will notify the Trust with a complete copy of all subsequent amendments to its Form ADV (including, without limitation, any necessary amendments of Manager if the Sub-Adviser’s Form ADV Adviser becomes the subject of any legal or regulatory investigation, examination or judicial proceeding which may affect its ability to reflect the execution, delivery and performance of perform its obligations under this Agreement).
Appears in 1 contract
Representations and Warranties of the Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Trust Manager as follows:
(a) The Sub-Adviser is and will remain registered as an investment adviser under the Advisers Act to the extent required therebyAct;
(b) The Sub-Adviser is a limited liability company partnership duly organized and validly existing under the laws of the State of Delaware, California with the power to own and possess its assets and carry on its business as it is now being conducted;
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s 's powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement (except for any necessary amendments of the Sub-Adviser’s Form ADV)Agreement, and the execution, delivery and performance by the Sub-Adviser of this the Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s 's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; and;
(d) The Form ADV of the Sub-Adviser previously as provided to the Adviser (a copy of which is attached as Exhibit B to this Agreement) Manager is a true true, complete, and complete current copy of the form Part 1 of which Form ADV as is currently filed (Part I) or is currently on file with the Manager (Part II) as is required by SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are were made, not misleading. ;
(e) The Sub-Adviser acknowledges that it received a copy of the Manager's Form ADV prior to the execution of this agreement;
(f) The Sub-Adviser and each of its officer, directors, employees and agents, shall comply at all times with all applicable laws pertaining to its business and to the operation of the Series of the Fund and to the offering of their shares, to the extent applicable;
(g) The Sub-Adviser will promptly provide take all reasonable and practicable steps to assure that the Fund will operate in accordance with the 1940 Act and in accordance with all applicable laws; and
(h) The Sub-Adviser and will notify the Trust with a complete copy of all subsequent amendments to its Form ADV (including, without limitation, any necessary amendments of Manager if the Sub-Adviser’s Form ADV Adviser becomes the subject of any legal or regulatory investigation, examination or judicial proceeding which may affect its ability to reflect the execution, delivery and performance of perform its obligations under this Agreement).
Appears in 1 contract
Representations and Warranties of the Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Trust as follows:
(a) The Sub-Adviser is and will remain registered as an investment adviser under the Advisers Act to the extent required thereby;
(b) The Sub-Adviser is a limited liability company corporation duly organized and validly existing under the laws of the State of Delaware, with the power to own and possess its assets and carry on its business as it is now being conducted;
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized by all necessary action on the part of its Board of Directors and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement (except for any necessary amendments of the Sub-Adviser’s Form ADV), and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; and
(d) The Form ADV of the Sub-Adviser previously provided to the Adviser (a copy of which is attached as Exhibit B to this Agreement) is a true and complete copy of the form Part 1 of which is as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Adviser and the Trust with a complete copy of all subsequent amendments to its Form ADV (including, without limitation, any necessary amendments of the Sub-Adviser’s Form ADV to reflect the execution, delivery and performance of this Agreement).
Appears in 1 contract
Representations and Warranties of the Sub-Adviser. (a) The Sub-Adviser represents and warrants to the Adviser and the Trust as follows:
that: (ai) The Sub-Adviser it is and will remain registered as an investment adviser under the Advisers Act and is registered or licensed as an investment adviser under the laws of all jurisdictions in which its activities 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 each such registration, 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-Adviser to perform its obligations under this Agreement; (iv) it is duly 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 which any of its assets are subject or any applicable statute, law, rule, regulation, order or other legal requirement applicable to the extent required thereby;Sub-Adviser or any of its assets.
(b) The Sub-Adviser is a limited liability company duly organized shall promptly notify the Adviser and validly existing under the laws Trust in writing of the State occurrence of Delaware, with any of the power to own and possess its assets and carry on its business as it is now being conducted;
following events: (ci) The execution, delivery and performance by the Sub-Adviser any breach of this Agreement are within Agreement; (ii) any of the Sub-Adviser’s powers representations and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part warranties of the Sub-Adviser for contained herein becomes untrue after the execution, delivery and performance by execution of this Agreement; (iii) any event that would disqualify the Sub-Adviser from serving as an investment adviser of this Agreement (except for any necessary amendments an investment company pursuant to Section 9(a) of the Sub-Adviser’s Form ADV), and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene 1940 Act or constitute a default under (i) any provision of other applicable law, rule or regulation, regulation or if the Sub-Adviser becomes aware that it is or likely may become 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; (iiiv) the Sub-Adviser’s governing instrumentsAdviser shall have been served or otherwise becomes aware of any action, suit, proceeding, inquiry or investigation applicable to it, at law or in equity, before or by any court, public board or body, involving or in any way relevant to the affairs of the Fund; (iiiv) any agreementXxxxxxx Xxxxxx, judgmentManaging Principal (CIO) or Xxxx Xxxxx, injunction, order, decree or other instrument binding upon the Sub-Adviser; and
Managing Principal (dHead of BD) The Form ADV of the Sub-Adviser previously provided to the Adviser (a copy of which is attached together with such other persons as Exhibit B to this Agreement) is a true and complete copy of the form Part 1 of which is currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Adviser and the Trust with a complete copy Sub-Adviser may agree in writing from time to time, the "Key Personnel") are no longer active, or are proposed to no longer be active, in the day-to-day management of all subsequent amendments to its Form ADV and/or trading decisions for the Managed Portion; (vi) any change in any of the Key Personnel and/or any change concerning any of the Key Personnel (including, without limitation, any necessary amendments 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; (vii) any proposed change in control of the Sub-Adviser’s Form ADV to reflect the execution, delivery and performance ; (viii) any proposed assignment of this Agreement); (ix) 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 not contained in the Registration Statement, as amended and supplemented from time to time, regarding the Fund, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any 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 respect; (x) any change in the Sub-Adviser's financial condition which could impact its abilities to perform its duties hereunder and of any reduction in the amount of coverage under the Sub-Adviser's errors and omissions or professional liability insurance coverage; (xi) Sub-Adviser becomes aware of any event or circumstance that could reasonably constitute (or will constitute with the passage of time) a default, event of default, or termination event (or other similar event or circumstance, however defined) under any Trading Agreement or otherwise with respect to the Managed Portion, and Sub- Adviser hereby agrees to use its best efforts to monitor the occurrence of any such event or circumstance; (xii) any Counterparty communicates to Sub-Adviser (in any manner whatsoever) (A) that such Counterparty will declare, might declare, or believes it is entitled to declare, a default, event of default, or termination event (or other similar event or circumstance, however defined) or (B) any changes to (i) the fees, rates, or other charges or (ii) 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 (xiii) 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.
(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 current Form ADV (Parts 1 and 2) and all information in such document is complete and accurate in all material respects as of the date hereof and is in conformity in all material respects with applicable securities laws, rules and regulations. The Sub-Adviser hereby covenants and agrees promptly to deliver to the Fund all amendments to its Form ADV.
(d) The Sub-Adviser acknowledges and agrees that it has not received legal or regulatory advice from the Fund, the Adviser or any of their respective employees or representatives, and is 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 represents and warrants to the Adviser and the Trust as follows:
(a) The Sub-Adviser is and will remain registered as an investment adviser Investment Adviser under the Advisers Act to the extent required thereby;
(b) The Sub-Adviser is a limited liability company Limited Liability Company duly organized and validly existing under the laws of the State state of Delaware, with the power to own and possess its assets and carry on its business as it is now being conducted;
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s 's powers and have been duly authorized by all necessary action on the part of its Board of Directors and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement (except for any necessary amendments of the Sub-Adviser’s Form ADV)Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s 's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; and
(d) The Form ADV of the Sub-Adviser previously provided to the Adviser (a copy of which is attached as Exhibit B to this Agreement) is a true and complete copy of the form Part 1 of which is as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Adviser and the Trust with a complete copy of all subsequent amendments to its Form ADV (including, without limitation, any necessary amendments of the Sub-Adviser’s Form ADV to reflect the execution, delivery and performance of this Agreement)ADV.
Appears in 1 contract
Representations and Warranties of the Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Trust as follows:
(a) The Sub-Adviser represents that it is and will remain 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 extent required thereby;1940 Act or the Advisers Act from performing the services contemplated by this Agreement; has met, and will 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 perform the services contemplated by this Agreement; and will immediately notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from performing pursuant to this Agreement.
(b) The Sub-Adviser is represents that it has adopted and maintains a limited liability company duly organized and validly existing written code of ethics as required by Rule 17j-1 under the laws 1940 Act, policies and procedures regarding the detection and prevention of the State misuse of Delawarematerial, with non-public information by the power Sub-Adviser and its employees and policies and procedures that are reasonably designed to own prevent a violation of the federal securities laws as defined in Rule 38a-1 under the 1940 Act, and possess its assets the Sub-Adviser will provide such code of ethics and carry on its business as it is now being conducted;policies and procedures or summaries thereof, including any material amendments thereto, to the Adviser.
(c) The executionSub-Adviser has provided the Adviser with a copy of its Form ADV and agrees to provide to the Adviser any amendments thereto.
(d) The Sub-Adviser represents that it use all reasonable efforts to adhere to the investment objective(s), delivery policies, strategies and performance restrictions contained in the Trust’s registration statement, as amended, as provided by the Adviser to the Sub-Adviser, when investing a Fund’s assets.
(e) The Adviser shall provide to the Sub-Adviser of this Agreement are within any disclosure set forth in the Sub-AdviserFund’s powers and no action by regulatory documents or in respect of, or filing with, any governmental body, agency or official is required on the part of sales literature about the Sub-Adviser for or its management of the execution, delivery Fund prior to its use or publication and performance by shall not use or publish the Sub-Adviser of this Agreement (except for any necessary amendments same without the prior approval of the Sub-Adviser’s Form ADV), and the execution, delivery and performance by the which shall not be unreasonably withheld. The Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; and
(d) The Form ADV of the Sub-Adviser previously provided to will inform the Adviser (if it believes that any such disclosure contains any untrue statement of material fact or any omission of a copy of material fact which is attached as Exhibit B to this Agreement) is a true and complete copy of the form Part 1 of which is currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order required to make the statements madestatement contained therein, in light of under the circumstances under in which they are were made, not misleading. The Sub-Adviser will promptly provide agrees to notify the Adviser and the Trust with if any such disclosure becomes untrue, inaccurate or incomplete in any material respect or the Sub-Adviser undergoes any reorganization, including a complete copy change in its ownership, or a change of all subsequent amendments portfolio managers to its Form ADV (including, without limitation, any necessary amendments a Fund who are employees of the Sub-Adviser’s Form ADV to reflect the execution, delivery and performance of this Agreement).
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Powershares Actively Managed Exchange-Traded Fund Trust)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Trust as follows:
(a) The Sub-Adviser is and will remain registered as an investment adviser under the Advisers Act to the extent required thereby;
(b) The Sub-Adviser is a limited liability company Limited Liability Company duly organized and validly existing under the laws of the State state of DelawareDelaware , with the power to own and possess its assets and carry on its business as it is now being conducted;
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s 's powers and have been duly authorized by all necessary action on the part of its Board of Directors and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement (except for any necessary amendments of the Sub-Adviser’s Form ADV)Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s 's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; and
(d) The Form ADV of the Sub-Adviser previously provided to the Adviser (a copy of which is attached as Exhibit B to this Agreement) is a true and complete copy of the form Part 1 of which is as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Adviser and the Trust with a complete copy of all subsequent amendments to its Form ADV (including, without limitation, any necessary amendments of the Sub-upon Adviser’s Form ADV to reflect the execution, delivery and performance of this Agreement)request.
Appears in 1 contract
Representations and Warranties of the Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Trust Fund as follows:
(a) The Sub-Adviser is and will remain registered as an investment adviser under the Advisers Act to the extent required therebyand shall maintain such registration;
(b) The Sub-Adviser is a limited liability company partnership duly organized and validly existing under the laws of the State of Delaware, Delaware with the power to own and possess its assets and carry on its business as it is now being conducted;
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement (except for any necessary amendments of the Sub-Adviser’s Form ADV)Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; and;
(d) The Form ADV Part 2 of the Sub-Adviser Adviser’s most recent Form ADV filed with the U.S. Securities and Exchange Commission pursuant to Section 203(c) of the Advisers Act, previously provided to the Adviser (a copy of which is attached as Exhibit B to this Agreement) Adviser, is a true and complete copy of the form Part 1 of which is currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleadingform. The Sub-Adviser will promptly provide the Adviser and the Trust Fund with a complete copy of all subsequent amendments to Part 2 of its Form ADV ADV;
(includinge) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Adviser and the Fund with a copy of that code, without limitationtogether with evidence of its adoption. Within 20 days of the end of each calendar quarter during which this Agreement remains in effect, any necessary amendments a senior managing director or managing director of the Sub-Adviser shall certify to the Adviser or the Fund that the Sub-Adviser has complied with the requirements of Rule 17j-1 during the previous quarter and that there have been no material violations of the Sub-Adviser’s Form ADV code of ethics or, if such a material violation has occurred, that appropriate action has been taken in response to reflect such violation. Upon written request of the executionAdviser or the Fund, delivery the Sub-Adviser shall permit representatives of the Adviser or the Fund to examine the reports (or summaries of the reports) required to be made to the Sub-Adviser by Rule 17j-1(c)(1) and performance other records evidencing enforcement of this Agreement)the code of ethics; and
(f) The Sub-Adviser shall comply in all material respects with all requirements applicable to the investment adviser to a registered investment company like the Fund under the Advisers Act, including Rule 206(4)-7 thereunder, and the 1940 Act. The Sub-Adviser shall notify the Adviser of a change in the identity of the general partner of the Sub-Adviser within a reasonable time after such change.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (FS Global Credit Opportunities Fund-D)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Trust Company as follows:
(a) The Sub-Adviser is and will remain registered as an investment adviser under the Advisers Act to the extent required therebyAct;
(b) The Sub-Adviser is a limited liability company company, duly organized and validly existing under the laws of the State of Delaware, with the power to own and possess its assets and carry on its business as it is now being conducted;
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and has been duly authorized and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement (except for any necessary amendments of the Sub-Adviser’s Form ADV)Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, ; (ii) the Sub-Adviser’s governing instruments, ; or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; and
(d) The Form ADV of the Sub-Adviser previously provided to the Adviser (a copy of which is attached as Exhibit B to this Agreement) is a true and complete copy of the form Part 1 of which is as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Adviser and the Trust Company with a complete copy of all subsequent amendments to its Form ADV ADV.
(including, without limitation, any necessary amendments of e) The Sub-Adviser currently carries professional errors and omissions liability covering services provided hereunder by the Sub-Adviser with a combined single limit of not less than $5,000,000 per claim and $10,000,000 in the aggregate annually. The Sub-Adviser will not materially change (other than to increase the level of coverage) or terminate any of such coverages without at least 30 days’ prior written notice to the Adviser’s Form ADV . The Sub-Adviser further agrees to reflect notify the execution, delivery and performance Adviser as soon as possible when the Sub-Adviser receives notice of this Agreement)any adverse material change or termination of the specified coverages.
Appears in 1 contract
Representations and Warranties of the Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Trust as follows:
(a) The Sub-Adviser is and will remain registered as an investment adviser under the Advisers Act to the extent required thereby;
(b) The Sub-Adviser is a limited liability company corporation duly organized and validly existing under the laws of the State of Delaware, with the power to own and possess its assets and carry on its business as it is now being conducted;
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement (except for any necessary amendments of the Sub-Adviser’s Form ADV), and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; and
(d) The Form ADV of the Sub-Adviser previously provided to the Adviser (a copy of which is attached as Exhibit B to this Agreement) is a true and complete copy of the form Part 1 of which is currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Adviser and the Trust with a complete copy of all subsequent amendments to its Form ADV (including, without limitation, any necessary amendments of the Sub-Adviser’s Form ADV to reflect the execution, delivery and performance of this Agreement).
Appears in 1 contract
Representations and Warranties of the Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Trust as follows:
(a) The Sub-Adviser is and will remain registered as an investment adviser under the Advisers Act to the extent required therebyAct;
(b) The Sub-Adviser is a limited liability company company, duly organized and validly existing under the laws of the State of Delaware, with the power to own and possess its assets and carry on its business as it is now being conducted;
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and has been duly authorized and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement (except for any necessary amendments of the Sub-Adviser’s Form ADV)Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, ; (ii) the Sub-Adviser’s governing instruments, ; or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; and
(d) The Form ADV of the Sub-Adviser previously provided to the Adviser (a copy of which is attached as Exhibit B to this Agreement) is a true and complete copy of the form Part 1 of which is as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Adviser and the Trust with a complete copy of all subsequent amendments to its Form ADV ADV.
(including, without limitation, any necessary amendments of e) The Sub-Adviser currently carries professional errors and omissions liability covering services provided hereunder by the Sub-Adviser with a combined single limit of not less than $5,000,000 per claim and $10,000,000 in the aggregate annually. The Sub-Adviser will not materially change (other than to increase the level of coverage) or terminate any of such coverages without at least 30 days’ prior written notice to the Adviser’s Form ADV . The Sub-Adviser further agrees to reflect notify the execution, delivery and performance Adviser as soon as possible when the Sub-Adviser receives notice of this Agreement)any adverse material change or termination of the specified coverages.
Appears in 1 contract
Representations and Warranties of the Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Trust as follows:
(a) The Sub-Adviser is and will remain registered as an investment adviser Investment Adviser under the Advisers Act to the extent required thereby;
(b) The Sub-Adviser is a limited liability company Corporation duly organized and validly existing under the laws of the State state of DelawareCalifornia, with the power to own and possess its assets and carry on its business as it is now being conducted;
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s 's powers and have been duly authorized by all necessary action on the part of its Board of Directors and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement (except for any necessary amendments of the Sub-Adviser’s Form ADV)Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s 's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; and
(d) The Form ADV of the Sub-Adviser previously provided to the Adviser (a copy of which is attached as Exhibit B to this Agreement) is a true and complete copy of the form Part 1 of which is as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Adviser and the Trust with a complete copy of all subsequent amendments to its Form ADV (including, without limitation, any necessary amendments of the Sub-Adviser’s Form ADV to reflect the execution, delivery and performance of this Agreement)ADV.
Appears in 1 contract
Representations and Warranties of the Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Trust as follows:
(a) The Sub-Adviser is and will remain registered as an investment adviser Adviser under the Advisers Act to the extent required thereby;
(b) The Sub-Adviser is a limited liability company Corporation duly organized and validly existing under the laws of the State state of DelawareColorado, with the power to own and possess its assets and carry on its business as it is now being conducted;
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s 's powers and have been duly authorized by all necessary action on the part of its Board of Directors and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement (except for any necessary amendments of the Sub-Adviser’s Form ADV)Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s 's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; and
(d) The Form ADV of the Sub-Adviser previously provided to the Adviser (a copy of which is attached as Exhibit B to this Agreement) is a true and complete copy of the form Part 1 of which is as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Adviser and the Trust with a complete copy of all subsequent amendments to its Form ADV (including, without limitation, any necessary amendments of the Sub-Adviser’s Form ADV to reflect the execution, delivery and performance of this Agreement)ADV.
Appears in 1 contract
Representations and Warranties of the Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Trust as follows:
(a) The Sub-Adviser is and will remain registered as an investment adviser Adviser under the Advisers Act to the extent required thereby;
(b) The Sub-Adviser is a limited liability company Limited Partnership duly organized and validly existing under the laws of the State state of DelawarePennsyvlania, with the power to own and possess its assets and carry on its business as it is now being conducted;
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s 's powers and have been duly authorized by all necessary action on the part of its Board of Directors and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement (except for any necessary amendments of the Sub-Adviser’s Form ADV)Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s 's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; and
(d) The Form ADV of the Sub-Adviser previously provided to the Adviser (a copy of which is attached as Exhibit B to this Agreement) is a true and complete copy of the form Part 1 of which is as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Adviser and the Trust with a complete copy of all subsequent amendments to its Form ADV (including, without limitation, any necessary amendments of the Sub-Adviser’s Form ADV to reflect the execution, delivery and performance of this Agreement)ADV.
Appears in 1 contract
Representations and Warranties of the Sub-Adviser. (a) The Sub-Adviser represents and warrants to the Adviser and the Trust as follows:
that: (ai) The Sub-Adviser it is and will remain registered as an investment adviser under the Advisers Act and is registered or licensed as an investment adviser under the laws of all jurisdictions in which its activities 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 appropriately registered with the CFTC and a member of the NFA; (iii) it will maintain each such registration, 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- Adviser to perform its obligations under this Agreement; (iv) it is duly 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 which any of its assets are subject or any applicable statute, law, rule, regulation, order or other legal requirement applicable to the extent required thereby;Sub-Adviser or any of its assets.
(b) The Sub-Adviser is a limited liability company duly organized shall promptly notify the Adviser and validly existing under the laws Trust in writing of the State occurrence of Delaware, with any of the power to own following events: (i) any breach of this Agreement; (ii) any of the representations and possess its assets and carry on its business as it is now being conducted;
warranties of the Sub- Adviser contained herein becomes untrue after the execution of this Agreement; (ciii) The execution, delivery and performance by any event that would disqualify the Sub-Adviser from serving as an investment adviser of this Agreement are within the Sub-Adviser’s powers and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part an investment company pursuant to Section 9(a) of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement (except for any necessary amendments of the Sub-Adviser’s Form ADV), and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene 1940 Act or constitute a default under (i) any provision of other applicable law, rule or regulation, regulation or if the Sub-Adviser becomes aware that it is or likely may become 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; (iiiv) the Sub-Adviser’s governing instrumentsAdviser shall have been served or otherwise becomes aware of any action, suit, proceeding, inquiry or investigation applicable to it, at law or in equity, before or by any court, public board or body, involving or relating to the affairs of the Fund; (iiiv) any agreement, judgment, injunction, order, decree or Xxxx Xxxx (together with such other instrument binding upon persons as the Sub-Adviser; and
(d) The Form ADV of Adviser and the Sub-Adviser previously provided may agree in writing from time to time, the Adviser (a copy of which is attached as Exhibit B to this Agreement"Key Personnel") is a true and complete copy 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; (vi) any change in the location of any of the form Part 1 of which is currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state Key Personnel and/or any material fact necessary in order to make the statements made, in light change concerning any of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Adviser and the Trust with a complete copy of all subsequent amendments to its Form ADV Key Personnel (including, without limitation, any necessary amendments change of any such person or any adverse change in the position, function, regulatory or licensing status or other circumstances of any such person, provided this will not include a re-location of the Sub- Adviser's principal place of business to another address to another location in New York City, borough of Manhattan) which may adversely affect the Managed Portion; (vii) any proposed change in control of the Sub- Adviser; (viii) any pending transaction that would result in an assignment of this Agreement, which will include pending transactions prior to announcement; (ix) 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 not contained in the Registration Statement, as amended and supplemented from time to time, regarding the Fund, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any 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 respect; (x) any change in the Sub-Adviser's financial condition which could materially impact its abilities to perform its duties hereunder and of any reduction in the amount of coverage under the Sub- Adviser's errors and omissions or professional liability insurance coverage; (xi) Sub-Adviser becomes aware of any event or circumstance that could reasonably constitute (or will constitute with the passage of time) a default, event of default, or termination event (or other similar event or circumstance, however defined) under any Trading Agreement or otherwise with respect to the Managed Portion, and Sub-Adviser hereby agrees to use commercially reasonable efforts to monitor the occurrence of any such event or circumstance; (xii) any Counterparty (A) communicates to Sub-Adviser (in any manner whatsoever) that such Counterparty will declare or believes it is entitled to declare, a default, event of default, or termination event (or other similar event or circumstance, however defined) applicable to the Managed Portion or (B) makes any changes to (i) the fees, rates, or other charges or (ii) 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 (xiii) 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.
(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 's current Form ADV (Parts 1 and 2) and all information in such document is complete and accurate in all material respects as of the date hereof and is in conformity in all material respects with applicable securities laws, rules and regulations. The Sub-Adviser hereby covenants and agrees promptly to reflect deliver to the executionFund all amendments to its Form ADV.
(d) The Sub-Adviser acknowledges and agrees that it has not received legal or regulatory advice from the Fund, delivery the Adviser or any of their respective employees or representatives, and performance of this Agreement)is 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 represents and warrants to the Adviser and the Trust as follows:
(a) The Sub-Adviser is and will remain registered as an investment adviser under the Advisers Act to the extent required thereby;
(b) The Sub-Adviser is a limited liability company duly organized and validly existing under the laws of the State of Delaware, with the power to own and possess its assets and carry on its business as it is now being conducted;
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement (except for any necessary amendments of the Sub-Adviser’s Form ADV), and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; and
(d) The Form ADV of the Sub-Adviser previously provided to the Adviser (a copy of which is attached as Exhibit B to this Agreement) is a true and complete copy of the form Part 1 of which is currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Adviser and the Trust with a complete copy of all subsequent amendments to its Form ADV (including, without limitation, any necessary amendments of the Sub-Adviser’s Form ADV to reflect the execution, delivery and performance of this Agreement).
(e) The Sub-Adviser will promptly notify the Adviser if any of the above representations in this section are no longer true and accurate.
Appears in 1 contract
Representations and Warranties of the Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Trust as follows:
(a) The Sub-Adviser is and will remain registered as an investment adviser under the Advisers Act to the extent required thereby;
(b) The Sub-Adviser is a limited liability company corporation duly organized and validly existing under the laws of the State of DelawareVirginia, with the power to own and possess its assets and carry on its business as it is now being conducted;
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement (except for any necessary amendments of the Sub-Adviser’s Form ADV), and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; and
(d) The Form ADV of the Sub-Adviser previously provided to the Adviser (a copy of which is attached as Exhibit B to this Agreement) is a true and complete copy of the form Part 1 of which is currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Adviser and the Trust with a complete copy of all subsequent amendments to its Form ADV (including, without limitation, any necessary amendments of the Sub-Adviser’s Form ADV to reflect the execution, delivery and performance of this Agreement).
Appears in 1 contract
Representations and Warranties of the Sub-Adviser. (a) The Sub-Adviser represents and warrants to the Adviser and the Trust as follows:
that: (ai) The Sub-Adviser it is and will remain registered as an investment adviser under the Advisers Act and is registered or licensed as an investment adviser under the laws of all jurisdictions in which its activities 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 each such registration, 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-Adviser to perform its obligations under this Agreement; (iv) it is duly 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 which any of its assets are subject or any applicable statute, law, rule, regulation, order or other legal requirement applicable to the extent required thereby;Sub-Adviser or any of its assets.
(b) The Sub-Adviser is a limited liability company duly organized shall promptly notify the Adviser and validly existing under the laws Trust in writing of the State occurrence of Delaware, with any of the power to own and possess its assets and carry on its business as it is now being conducted;
following events: (ci) The execution, delivery and performance by the Sub-Adviser any breach of this Agreement are within Agreement; (ii) any of the Sub-Adviser’s powers representations and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part warranties of the Sub-Adviser for contained herein becomes untrue after the execution, delivery and performance by execution of this Agreement; (iii) any event that would disqualify the Sub-Adviser from serving as an investment adviser of this Agreement (except for any necessary amendments an investment company pursuant to Section 9(a) of the Sub-Adviser’s Form ADV), and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene 1940 Act or constitute a default under (i) any provision of other applicable law, rule or regulation, regulation or if the Sub-Adviser becomes aware that it is or likely may become 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; (iiiv) the Sub-Adviser’s governing instrumentsAdviser shall have been served or otherwise becomes aware of any action, suit, proceeding, inquiry or investigation applicable to it, at law or in equity, before or by any court, public board or body, involving or in any way relevant to the affairs of the Fund; (v) Xxxx Xxxxxxxxxxxxxx, currently President, Xxxxxx Xxxxxx, currently Head of Trading, or (iii) any agreementXxxx Xxxxxxxx, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; and
(d) The Form ADV currently CIO of the Sub-Adviser previously provided to the Adviser (a copy of which is attached together with such other persons as Exhibit B to this Agreement) is a true and complete copy of the form Part 1 of which is currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Adviser and the Trust with a complete copy Sub-Adviser may agree in writing from time to time, the "Key Personnel") are no longer active, or are proposed to no longer be active, in the day-to-day management of all subsequent amendments to its Form ADV and/or trading decisions for the Managed Portion; (vi) any change in any of the Key Personnel and/or any change concerning any of the Key Personnel (including, without limitation, any necessary amendments 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; (vii) any proposed change in control of the Sub-Adviser’s Form ADV to reflect the execution, delivery and performance ; (viii) any proposed assignment of this Agreement); (ix) 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 not contained in the Registration Statement, as amended and supplemented from time to time, regarding the Fund, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any 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 respect; (x) any change in the Sub-Adviser's financial condition which could impact its abilities to perform its duties hereunder and of any reduction in the amount of coverage under the Sub- Adviser's errors and omissions or professional liability insurance coverage; (xi) Sub-Adviser becomes aware of any event or circumstance that could reasonably constitute (or will constitute with the passage of time) a default, event of default, or termination event (or other similar event or circumstance, however defined) under any Trading Agreement or otherwise with respect to the Managed Portion, and Sub- Adviser hereby agrees to use its best efforts to monitor the occurrence of any such event or circumstance; (xii) 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, a default, event of default, or termination event (or other similar event or circumstance, however defined) or (B) makes any changes to (i) the fees, rates, or other charges or (ii) 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 (xiii) 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.
(c) The Sub-Adviser represents and warrants that it has delivered to the Fund or the Adviser at least 48 hours prior to the execution of this Agreement a copy of the Sub- Adviser's current Form ADV (Parts 1 and 2) and all information in such document is complete and accurate in all material respects as of the date hereof and is in conformity in all material respects with applicable securities laws, rules and regulations. The Sub-Adviser hereby covenants and agrees promptly to deliver to the Fund all amendments to its Form ADV.
(d) The Sub-Adviser acknowledges and agrees that it has not received legal or regulatory advice from the Fund, the Adviser or any of their respective employees or representatives, and is 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 represents and warrants to the Adviser and the Trust as follows:
(a) The Sub-Adviser is and will remain registered as an investment adviser under the Advisers Act to the extent required thereby;
(b) The Sub-Adviser is a limited liability company corporation duly organized and validly existing under the laws of the State of DelawareWisconsin, with the power to own and possess its assets and carry on its business as it is now being conducted;
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement (except for any necessary amendments of the Sub-Adviser’s Form ADV), and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; and
(d) The Form ADV of the Sub-Adviser previously provided to the Adviser (a copy of which is attached as Exhibit B to this Agreement) is a true and complete copy of the form Part 1 of which is currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Adviser and the Trust with a complete copy of all subsequent amendments to its Form ADV (including, without limitation, any necessary amendments of the Sub-Adviser’s Form ADV to reflect the execution, delivery and performance of this Agreement).
Appears in 1 contract
Representations and Warranties of the Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Trust Company as follows:
(a) The Sub-Adviser is and will remain registered as an investment adviser under the Advisers Act to the extent required therebyAct;
(b) The Sub-Adviser is a limited liability company corporation, duly organized and validly existing under the laws of the State of DelawareVirginia, with the power to own and possess its assets and carry on its business as it is now being conducted;
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and has been duly authorized and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement (except for any necessary amendments of the Sub-Adviser’s Form ADV)Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, ; (ii) the Sub-Adviser’s governing instruments, ; or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; and
(d) The Form ADV of the Sub-Adviser previously provided to the Adviser (a copy of which is attached as Exhibit B to this Agreement) is a true and complete copy of the form Part 1 of which is as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Adviser and the Trust Company with a complete copy of all subsequent amendments to its Form ADV ADV.
(including, without limitation, any necessary amendments of e) The Sub-Adviser currently carries professional errors and omissions liability covering services provided hereunder by the Sub-Adviser with a combined single limit of not less than $5,000,000 per claim and $10,000,000 in the aggregate annually. The Sub-Adviser will not materially change (other than to increase the level of coverage) or terminate any of such coverages without at least 30 days’ prior written notice to the Adviser’s Form ADV . The Sub-Adviser further agrees to reflect notify the execution, delivery and performance Adviser as soon as possible when the Sub-Adviser receives notice of this Agreement)any adverse material change or termination of the specified coverages.
Appears in 1 contract
Representations and Warranties of the Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Trust as follows:
(a) The Sub-Adviser is and will remain registered as an investment adviser under the Advisers Act to and shall maintain such registration during the extent required therebyterm of this Agreement;
(b) The Sub-Adviser is a limited liability company duly organized and validly existing under the laws of the State of Delaware, Delaware with the power to own and possess its assets and carry on its business as it is now being conducted;
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement (except for any necessary amendments of the Sub-Adviser’s Form ADV)Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instrumentsdocuments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; and;
(d) The Form ADV Part 2 of the Sub-Adviser Adviser’s most recent Form ADV filed with the SEC pursuant to Section 203(c) of the Advisers Act, previously provided to the Adviser (a copy of which is attached as Exhibit B to this Agreement) Adviser, is a true and complete copy of the form Part 1 of which is currently filed with the SEC and the information contained therein is accurate and complete in all material materials respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are were made, not misleading. The Sub-Adviser will promptly provide the Adviser and the Trust BDC with a complete copy of all subsequent amendments material changes to Part 2 of its Form ADV ADV;
(includinge) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Adviser and the BDC with a copy of that code. Within 20 days of the end of each calendar quarter during which this Agreement remains in effect, without limitationan authorized signatory of the Sub-Adviser shall, any necessary amendments upon the Adviser’s written request, certify to the Adviser or the BDC that the Sub-Adviser has complied with the requirements of Rule 17j-1 during the previous quarter and that there have been no material violations of the Sub-Adviser’s Form ADV code of ethics or, if such a material violation has occurred, that appropriate action has been taken in response to reflect such violation. Upon prior written request of the executionAdviser or the BDC and during normal business hours, delivery the Sub-Adviser shall permit representatives of the Adviser or the BDC to examine the reports (or summaries of the reports) required to be made to the Sub-Adviser by Rule 17j-1(c)(1) and performance other records evidencing enforcement of the code of ethics; provided, however, that such examinations shall be conducted at the sole expense of the Adviser or the BDC, as applicable. For the avoidance of doubt and except as otherwise expressly provided in the immediately preceding sentence, neither the Adviser nor the BDC shall have any right to examine, inspect, copy or review any of the books, records, reports or other written materials prepared or maintained by the Sub-Adviser, except as required by applicable laws, rules or regulations to fulfill duties as a registered investment adviser or as a business development company; and
(f) The Sub-Adviser shall comply in all material respects with all requirements applicable to an investment adviser of a business development company like the BDC under the Advisers Act and the 1940 Act; provided that the Adviser shall provide to the Sub-Adviser (i) the provisions of the 1940 Act that are applicable to the Sub-Adviser in performing its services hereunder and (ii) all information reasonably requested by the Sub-Adviser in order to comply with the provisions hereof, the 1940 Act and the Advisers Act; but provided further that the failure of the Adviser to provide the Sub-Adviser with any of the information specified in (i) and (ii) above, shall not relieve the Sub-Adviser of its obligations under this Agreementparagraph (f).
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Triton Pacific Investment Corporation, Inc.)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Trust as follows:
(a) The Sub-Adviser is and will remain registered as an investment adviser under the Advisers Act to the extent required thereby;
(b) The Sub-Adviser is a limited liability company duly organized and validly existing under the laws of the State of DelawareWisconsin, with the power to own and possess its assets and carry on its business as it is now being conducted;
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement (except for any necessary amendments of the Sub-Adviser’s Form ADV), and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; and
(d) The Form ADV of the Sub-Adviser previously provided to the Adviser (a copy of which is attached as Exhibit B to this Agreement) is a true and complete copy of the form Part 1 of which is currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Adviser and the Trust with a complete copy of all subsequent amendments to its Form ADV (including, without limitation, any necessary amendments of the Sub-Adviser’s Form ADV to reflect the execution, delivery and performance of this Agreement).
Appears in 1 contract
Representations and Warranties of the Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Trust as follows:
(a) The Sub-Adviser is and will remain registered as an investment adviser under the Advisers Act to the extent required thereby;
(b) The Sub-Adviser is a limited liability company partnership duly organized and validly existing under the laws of the State of DelawarePennsylvania, with the power to own and possess its assets and carry on its business as it is now being conducted;
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement (except for any necessary amendments of the Sub-Adviser’s Form ADV), and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; and
(d) The Form ADV of the Sub-Adviser previously provided to the Adviser (a copy of which is attached as Exhibit B to this Agreement) is a true and complete copy of the form Part 1 of which is currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Adviser and the Trust with a complete copy of all subsequent amendments to its Form ADV (including, without limitation, any necessary amendments of the Sub-Adviser’s Form ADV to reflect the execution, delivery and performance of this Agreement). The Adviser hereby agrees and consents to have the Sub-Adviser electronically deliver the Form ADV, privacy and other notices. Electronic communication includes e-mail delivery. The Adviser may revoke or restrict its consent to electronic delivery of communications at any time by notifying the Sub-Adviser, in writing, of the Adviser's intention to do so.
Appears in 1 contract
Representations and Warranties of the Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Trust BDC as follows:
(a) The Sub-Adviser is and will remain registered as an investment adviser under the Advisers Act to the extent required therebyand shall maintain such registration;
(b) The Sub-Adviser is a limited liability company partnership duly organized and validly existing under the laws of the State of Delaware, Delaware with the power to own and possess its assets and carry on its business as it is now being conducted;
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement (except for any necessary amendments of the Sub-Adviser’s Form ADV)Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; and;
(d) The Form ADV Part 2 of the Sub-Adviser Adviser’s most recent Form ADV filed with the SEC pursuant to Section 203(c) of the Advisers Act, previously provided to the Adviser (a copy of which is attached as Exhibit B to this Agreement) Adviser, is a true and complete copy of the form Part 1 of which is currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleadingform. The Sub-Adviser will promptly provide the Adviser and the Trust BDC with a complete copy of all subsequent amendments to Part 2 of its Form ADV ADV;
(includinge) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 promulgated under the 1940 Act (“Rule 17j-1”) and will provide the Adviser and the BDC with a copy of that code, without limitationtogether with evidence of its adoption. Within 20 days of the end of each calendar quarter during which this Agreement remains in effect, any necessary amendments a senior managing director or managing director of the Sub-Adviser shall certify to the Adviser or the BDC that the Sub-Adviser has complied with the requirements of Rule 17j-1 during the previous quarter and that there have been no material violations of the Sub-Adviser’s Form ADV code of ethics or, if such a material violation has occurred, that appropriate action has been taken in response to reflect such violation. Upon written request of the executionAdviser or the BDC, delivery the Sub-Adviser shall permit representatives of the Adviser or the BDC to examine the reports (or summaries of the reports) required to be made to the Sub-Adviser by Rule 17j-1(c)(1) and performance other records evidencing enforcement of this Agreement)the code of ethics; and
(f) The Sub-Adviser shall comply in all material respects with all requirements applicable to the investment adviser of a business development company like the BDC under the Advisers Act, including Rule 206(4)-7 thereunder, and the 1940 Act.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (FS Energy & Power Fund II)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Trust as follows:
(a) The Sub-Adviser is and will remain registered as an investment adviser Investment Adviser under the Advisers Act to the extent required thereby;
(b) The Sub-Adviser is a limited liability company Partnership duly organized and validly existing under the laws of the State state of DelawareCalifornia, with the power to own and possess its assets and carry on its business as it is now being conducted;
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s 's powers and have been duly authorized by all necessary action on the part of its Management Commitee and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement (except for any necessary amendments of the Sub-Adviser’s Form ADV)Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s 's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; and
(d) The Form ADV of the Sub-Adviser previously provided to the Adviser (a copy of which is attached as Exhibit B to this Agreement) is a true and complete copy of the form Part 1 of which is as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Adviser and the Trust with a complete copy of all subsequent amendments to its Form ADV (including, without limitation, any necessary amendments of the Sub-Adviser’s Form ADV to reflect the execution, delivery and performance of this Agreement)ADV.
Appears in 1 contract
Representations and Warranties of the Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Trust as follows:
(a) The Sub-Adviser is and will remain registered as an investment adviser Investment Adviser under the Advisers Act to the extent required thereby;
(b) The Sub-Adviser is a limited liability company Limited Liability Corporation duly organized and validly existing under the laws of the State state of Delaware, Colorado with the power to own and possess its assets and carry on its business as it is now being conducted;
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s 's powers and have been duly authorized by all necessary action on the part of its Board of Directors and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement (except for any necessary amendments of the Sub-Adviser’s Form ADV)Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s 's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; and
(d) The Form ADV of the Sub-Adviser previously provided to the Adviser (a copy of which is attached as Exhibit B to this Agreement) is a true and complete copy of the form Part 1 of which is as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Adviser and the Trust with a complete copy of all subsequent amendments to its Form ADV (including, without limitation, any necessary amendments of the Sub-Adviser’s Form ADV to reflect the execution, delivery and performance of this Agreement)ADV.
Appears in 1 contract
Representations and Warranties of the Sub-Adviser. (a) The Sub-Adviser represents and warrants to the Adviser and the Trust as follows:
that: (ai) The Sub-Adviser it is and will remain registered as an investment adviser under the Advisers Act and is registered or licensed as an investment adviser under the laws of all jurisdictions in which its activities require it to be so registered or licensed; (ii) it is registered as a commodity trading advisor ("CTA") and a member of the National Futures Association; (iii) it will maintain each such registration, license or membership in effect at all times during the term of this Agreement to the extent that such registration is required thereby;of it 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-Adviser to perform its obligations under this Agreement; (iv) it is duly 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 which any of its assets are subject or any applicable statute, law, rule, regulation, order or other legal requirement applicable to the Sub-Adviser or any of its assets.
(b) The Sub-Adviser shall promptly notify the Adviser and the Trust in writing of the occurrence of any of the following events: (i) any breach of this Agreement; (ii) any of the representations and warranties of the Sub-Adviser contained herein becomes untrue after the execution of this Agreement; (iii) 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 or likely may become 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; (iv) the Sub-Adviser shall have been served or otherwise becomes aware of any action, suit, proceeding, inquiry or investigation applicable to it, at law or in equity, before or by any court, public board or body, involving or in any way relevant to the affairs of the Fund which could reasonably be expected to have a limited liability company duly organized material adverse effect on the Sub- Adviser, which, for the avoidance of doubt, shall not include periodic, general sweeps, inspections, notices of inquiries from any governmental administrative or self-regulatory agency; (v) Xxxxxxx Xxxxxx, CIO of the Sub-Adviser (together with such other persons as the Adviser and validly existing 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; (vi) any adverse change in the position, function, regulatory or licensing status or other circumstances of any such person) of any of the Key Personnel which may adversely affect the Managed Portion; (vii) any imminent change in control of the Sub-Adviser; (viii) any proposed assignment of this Agreement; (ix) 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 not contained in the Registration Statement, as amended and supplemented from time to time, regarding the Fund, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any 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 respect; (x) any change in the Sub-Adviser's financial condition which would reasonably be likely to have a materially adverse impact on its abilities to perform its duties hereunder and of any reduction in the amount of coverage under the laws Sub-Adviser's errors and omissions or professional liability insurance coverage; (xi) Sub-Adviser becomes aware of the State of Delaware, any event or circumstance that could reasonably constitute (or will constitute with the power passage of time) a default, event of default, or termination event (or other similar event or circumstance, however defined) under any Trading Agreement or otherwise with respect to own the Managed Portion, and possess Sub-Adviser hereby agrees to use its assets and carry on its business as commercially reasonable efforts to monitor the occurrence of any such event or circumstance; (xii) any Counterparty (A) communicates to Sub-Adviser (in any manner whatsoever) that such Counterparty will declare, might declare, or believes it is now being conducted;entitled to declare, a default, event of default, or termination event (or other similar event or circumstance, however defined) or (B) makes any changes to (i) the fees, rates, or other charges or (ii) 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 (xiii) any change in the Sub-Adviser's status as a registered CTA, or any event that will make it ineligible to be registered as a CTA. 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.
(c) The execution, delivery and performance by the Sub-Adviser represents and warrants that it has delivered to the Fund at least 48 hours prior to the execution of this Agreement are within the Sub-Adviser’s powers and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part a copy of the Sub-Adviser for the execution, delivery Sub- Adviser's current Form ADV (Parts 1 and performance by the Sub-Adviser of this Agreement (except for any necessary amendments 2) and all information in such document is complete and accurate in all material respects as of the Sub-Adviser’s date hereof and is in conformity in all material respects with applicable securities laws, rules and regulations. The Sub- Adviser hereby covenants and agrees promptly to deliver to the Fund all amendments to its Form ADV), and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; and.
(d) The Form ADV of the Sub-Adviser previously provided to acknowledges and agrees that it has not received legal or regulatory advice from the Fund, the Adviser (a copy or any of which their respective employees or representatives, and is attached as Exhibit B not entitled to this Agreement) is a true 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 complete copy of the form Part 1 of which is currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Adviser and the Trust with a complete copy of all subsequent amendments to its Form ADV (including, without limitation, any necessary amendments of the Sub-Adviser’s Form ADV to reflect the execution, delivery and performance of this Agreement)regulations.
Appears in 1 contract
Representations and Warranties of the Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Trust as follows:
(a) The Sub-Adviser is and will remain registered as an investment adviser Adviser under the Advisers Act to the extent required thereby;
(b) The Sub-Adviser is a limited liability company Limited Liability Company duly organized and validly existing under the laws of the State state of Delaware, with the power to own and possess its assets and carry on its business as it is now being conducted;
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s 's powers and have been duly authorized by all necessary action on the part of its Board of Directors and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement (except for any necessary amendments of the Sub-Adviser’s Form ADV)Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s 's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; and
(d) The Form ADV of the Sub-Adviser previously provided to the Adviser (a copy of which is attached as Exhibit B to this Agreement) is a true and complete copy of the form Part 1 of which is as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Adviser and the Trust with a complete copy of all subsequent amendments to its Form ADV (including, without limitation, any necessary amendments of the Sub-Adviser’s Form ADV to reflect the execution, delivery and performance of this Agreement)ADV.
Appears in 1 contract
Representations and Warranties of the Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Trust as follows:
(a) The Sub-Adviser is and will remain shall be registered as an investment adviser under the Advisers Act to as of the extent required therebydate the Fund commences investment operations and shall maintain such registration;
(b) The Sub-Adviser is a limited liability company corporation duly organized and validly existing under the laws of the State of Delaware, California with the power to own and possess its assets and to carry on its business as it is now being conducted;
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Sub- Adviser’s powers and have been duly authorized by all necessary action on the part of its board of directors and no action by or in respect of, of or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement (except for any necessary amendments of the Sub-Adviser’s Form ADV)Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; and
(d) The Form ADV of the Sub-Adviser previously provided to the Adviser (a copy of which is attached as Exhibit B to this Agreement) is a true and complete copy of the form Part 1 of which is as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are were made, not misleading. The Sub-Adviser will promptly provide the Adviser and the Trust Fund with a complete copy of all subsequent amendments to its Form ADV ADV.
(includinge) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and has provided the Adviser and the Fund with a copy of that code, without limitationtogether with evidence of its adoption. Within 20 days of the end of each calendar quarter during which this Agreement remains in effect, any necessary amendments a senior executive of the Sub-Adviser shall certify to the Adviser or the Fund that the Sub-Adviser has complied with the requirements of Rule 17j-1 during the previous quarter and that there have been no violations of the Sub-Adviser’s Form ADV code of ethics or, if such a violation has occurred, that appropriate action has been taken in response to reflect such violation. Upon written request of the executionAdviser or the Fund, delivery the Sub-Adviser shall permit representatives of the Adviser or the Fund to examine the reports (or summaries of the reports) required to be made to the Sub-Adviser by Rule 17j-1(c)(1) and performance other records evidencing enforcement of this Agreement)the code of ethics.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Versus Global Multi-Manager Real Estate Income Fund LLC)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Trust Company as follows:
(a) The Sub-Adviser is and will remain registered as an investment adviser under the Advisers Act to the extent required therebyAct;
(b) The Sub-Adviser is a limited liability company corporation, duly organized and validly existing under the laws of the State of DelawareCalifornia, with the power to own and possess its assets and carry on its business as it is now being conducted;
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and has been duly authorized and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement (except for any necessary amendments of the Sub-Adviser’s Form ADV)Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, ; (ii) the Sub-Adviser’s governing instruments, ; or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; and
(d) The Form ADV of the Sub-Adviser previously provided to the Adviser (a copy of which is attached as Exhibit B to this Agreement) is a true and complete copy of the form Part 1 of which is as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Adviser and the Trust Company with a complete copy of all subsequent amendments to its Form ADV ADV.
(including, without limitation, any necessary amendments of e) The Sub-Adviser currently carries professional errors and omissions liability covering services provided hereunder by the Sub-Adviser with a combined single limit of not less than $5,000,000 per claim and $5,000,000 in the aggregate annually. The Sub-Adviser will not materially change (other than to increase the level of coverage) or terminate any of such coverages without prior written notice to the Adviser’s Form ADV . The Sub-Adviser further agrees to reflect notify the execution, delivery and performance Adviser as soon as possible when the Sub-Adviser receives notice of this Agreement)any adverse material change or termination of the specified coverages.
Appears in 1 contract
Representations and Warranties of the Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Trust as follows:
(a) The Sub-Adviser is and will remain registered as an investment adviser Adviser under the Advisers Act to the extent required thereby;
(b) The Sub-Adviser is a limited liability company Limited Liability Corporation duly organized and validly existing under the laws of the State state of Delaware, with the power to own and possess its assets and carry on its business as it is now being conducted;
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s 's powers and have been duly authorized by all necessary action on the part of its Board of Directors and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement (except for any necessary amendments of the Sub-Adviser’s Form ADV)Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s 's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; and
(d) The Form ADV of the Sub-Adviser previously provided to the Adviser (a copy of which is attached as Exhibit B to this Agreement) is a true and complete copy of the form Part 1 of which is as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Adviser and the Trust with a complete copy of all subsequent amendments to its Form ADV (including, without limitation, any necessary amendments of the Sub-Adviser’s Form ADV to reflect the execution, delivery and performance of this Agreement)ADV.
Appears in 1 contract
Representations and Warranties of the Sub-Adviser. The Sub-Adviser represents represents, warrants and warrants covenants to the Adviser and the Trust as follows:
(a) i. The Sub-Adviser is and will remain registered as an investment adviser under the Advisers Act to and shall maintain such registration during the extent required therebyterm of this Agreement;
(b) ii. The Sub-Adviser is a limited liability company duly organized and validly existing under the laws of the State of Delaware, Delaware with the power to own and possess its assets and carry on its business as it is now being conductedduties and obligations hereunder;
(c) iii. The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized by all necessary action on the part of its duly authorized officer and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement (except for any necessary amendments of the Sub-Adviser’s Form ADV)Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (ia) any provision of applicable law, rule or regulation, (iib) the Sub-Adviser’s governing instruments, or (iiic) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; and;
(d) The iv. Parts 1 and 2 of the Form ADV (collectively, the “Form ADV”) of the Sub-Adviser previously provided to the Adviser (a copy of which is attached as Exhibit B to this Agreement) is a true and complete copy of the form Part 1 of which is as currently filed with the SEC Securities and Exchange Commission (the “SEC”) with the exception of Form ADV Part 2B, which is not filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are were made, not misleading. The Sub-Adviser will promptly provide the Adviser and the Trust with a complete copy of all subsequent amendments to its Form ADV ADV;
v. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Adviser with a copy of that code, together with evidence of its adoption. Upon the written and reasonable request of the Adviser or the Fund, the Sub-Adviser shall permit representatives of the Adviser or the Fund to examine the reports (including, without limitation, or summaries of the reports) required to be made to the Sub-Adviser by Rule 17j-1(c)(1) under the 1940 Act and other records evidencing enforcement of the code of ethics;
vi. The Sub-Adviser is hereby obligated to provide the Fund and Adviser with advance notice of any necessary amendments contemplated change in the equity ownership of the Sub-Adviser’s Form ADV Adviser partnership or senior executive personnel, which reasonably would be deemed to reflect result in a “change in control” of the execution, delivery and performance Sub-Adviser for purposes of either the Advisers Act or the 1940 Act; and
vii. In connection with the services provided under this Agreement), the Sub-Adviser shall comply in all material respects with the requirements applicable to an investment sub-adviser of a closed-end registered investment company that has elected to operate as an interval fund like the Fund under the Advisers Act and the 1940 Act; provided, however, it is understood and agreed that the Adviser, not the Sub-Adviser, shall bear responsibility for the Fund’s compliance with the 1940 Act and/or any other applicable federal or state laws, and the Adviser shall be solely responsible for ensuring that the Fund shall qualify as a regulated investment company to the extent it intends to do so.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Cantor Fitzgerald Sustainable Infrastructure Fund)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Trust BDC as follows:
(a) The Sub-Adviser is and will remain registered as an investment adviser under the Advisers Act to the extent required therebyand shall maintain such registration;
(b) The Sub-Adviser is a limited liability company partnership duly organized and validly existing under the laws of the State of Delaware, Delaware with the power to own and possess its assets and carry on its business as it is now being conducted;
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement (except for any necessary amendments of the Sub-Adviser’s Form ADV)Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; and;
(d) The Form ADV Part 2 of the Sub-Adviser Adviser’s most recent Form ADV filed with the U.S. Securities and Exchange Commission pursuant to Section 203(c) of the Advisers Act, previously provided to the Adviser (a copy of which is attached as Exhibit B to this Agreement) Adviser, is a true and complete copy of the form Part 1 of which is currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleadingform. The Sub-Adviser will promptly provide the Adviser and the Trust BDC with a complete copy of all subsequent amendments to Part 2 of its Form ADV ADV;
(includinge) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Adviser and the BDC with a copy of that code. Within 20 days of the end of each calendar quarter during which this Agreement remains in effect, without limitationa senior managing director or managing director of the Sub-Adviser shall, any necessary amendments upon the Adviser’s written request, certify to the Adviser or the BDC that the Sub-Adviser has complied with the requirements of Rule 17j-1 during the previous quarter and that there have been no material violations of the Sub-Adviser’s Form ADV code of ethics or, if such a material violation has occurred, that appropriate action has been taken in response to reflect such violation. Upon written request of the executionAdviser or the BDC, delivery the Sub-Adviser shall permit representatives of the Adviser or the BDC to examine the reports (or summaries of the reports) required to be made to the Sub-Adviser by Rule 17j-1(c)(1) and performance other records evidencing enforcement of this Agreement)the code of ethics; and
(f) The Sub-Adviser shall comply in all material respects with all requirements applicable to the investment adviser of a business development company like the BDC under the Advisers Act and the 1940 Act.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Triton Pacific Investment Corporation, Inc.)
Representations and Warranties of the Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Trust as follows:
(a) The Sub-Adviser is and will remain registered as an investment adviser Adviser under the Advisers Act to the extent required thereby;
(b) The Sub-Adviser is a limited liability company duly organized and validly existing under the laws of the State state of DelawareCalifornia, with the power to own and possess its assets and carry on its business as it is now being conducted;
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized by all necessary action required under the Sub-Adviser’s Operating Agreement, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement (except for any necessary amendments of the Sub-Adviser’s Form ADV)Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; and
(d) The Form ADV of the Sub-Adviser previously provided to the Adviser (a copy of which is attached as Exhibit B to this Agreement) is a true and complete copy of the form Part 1 of which is as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Adviser and the Trust with a complete copy of all subsequent amendments to its Form ADV (including, without limitation, any necessary amendments of the Sub-Adviser’s Form ADV to reflect the execution, delivery and performance of this Agreement)ADV.
Appears in 1 contract
Representations and Warranties of the Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Trust as follows:
(a) The Sub-Adviser is and will remain registered as an investment adviser under the Advisers Act to the extent required thereby;
(b) The Sub-Adviser is a limited liability company partnership duly organized and validly existing under the laws of the State Commonwealth of DelawareMassachusetts, with the power to own and possess its assets and carry on its business as it is now being conducted;
(c) The Sub Adviser shall notify the Adviser and the Trust of any change in its membership within a reasonable time after such change.
(d) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s 's powers and have been duly authorized by all necessary action on the part of its General Partner and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement (except for any necessary amendments of the Sub-Adviser’s Form ADV)Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s 's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; and
(de) The Form ADV of the Sub-Adviser previously provided to the Adviser (a copy of which is attached as Exhibit B to this Agreement) is a true and complete copy of the form Part 1 of which is as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Adviser and the Trust with a complete copy of all subsequent amendments to its Form ADV (including, without limitation, any necessary amendments of the Sub-Adviser’s Form ADV to reflect the execution, delivery and performance of this Agreement)ADV.
Appears in 1 contract
Representations and Warranties of the Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Trust as follows:
(a) The Sub-Adviser is and will remain registered as an investment adviser Adviser under the Advisers Act to the extent required thereby;
(b) The Sub-Adviser is a limited liability company Limited Partnership duly organized and validly existing under the laws of the State state of Delaware, with the power to own and possess its assets and carry on its business as it is now being conducted;
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s 's powers and have been duly authorized by all necessary action on the part of its Board of Directors and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement (except for any necessary amendments of the Sub-Adviser’s Form ADV)Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s 's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; and
(d) The Form ADV of the Sub-Adviser previously provided to the Adviser (a copy of which is attached as Exhibit B to this Agreement) is a true and complete copy of the form Part 1 of which is as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Adviser and the Trust with a complete copy of all subsequent amendments to its Form ADV (including, without limitation, any necessary amendments of the Sub-Adviser’s Form ADV to reflect the execution, delivery and performance of this Agreement)ADV.
Appears in 1 contract
Representations and Warranties of the Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser Manager and the Trust as follows:
(a) The Sub-Adviser is and will remain registered as an investment adviser under the Advisers Act to the extent required therebyAct;
(b) The Sub-Adviser is a limited liability company corporation duly organized and validly existing under the laws of the State of Delaware, Tennessee with the power to own and possess its assets and carry on its business as it is now being conducted;
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized by all necessary action on the part of its Board of Directors and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement (except for any necessary amendments of the Sub-Adviser’s Form ADV)Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; and
(d) The Form ADV of the Sub-Adviser previously provided to the Adviser (a copy of which is attached as Exhibit B to this Agreement) Manager is a true and complete copy of the form Part 1 of which is as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are were made, not misleading. The Sub-Adviser will promptly provide the Adviser Manager and the Trust with a complete copy of all subsequent amendments to its Form ADV (including, without limitation, any necessary amendments of the Sub-Adviser’s Form ADV to reflect the execution, delivery and performance of this Agreement)ADV.
Appears in 1 contract
Representations and Warranties of the Sub-Adviser. (a) The Sub-Adviser represents and warrants to the Adviser and the Trust as follows:
that: (ai) The Sub-Adviser it is and will remain registered as an investment adviser under the Advisers Act and is registered or licensed as an investment adviser under the laws of all jurisdictions in which its activities 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 each such registration, 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-Adviser to perform its obligations under this Agreement; (iv) it is duly 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 which any of its assets are subject or any applicable statute, law, rule, regulation, order or other legal requirement applicable to the extent required thereby;Sub-Adviser or any of its assets.
(b) The Sub-Adviser is a limited liability company duly organized shall promptly notify the Adviser and validly existing under the laws Trust in writing of the State occurrence of Delaware, with any of the power to own and possess its assets and carry on its business as it is now being conducted;
following events: (ci) The execution, delivery and performance by the Sub-Adviser any breach of this Agreement are within Agreement; (ii) any of the Sub-Adviser’s powers representations and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part warranties of the Sub-Adviser for contained herein becomes untrue after the execution, delivery and performance by execution of this Agreement; (iii) any event that would disqualify the Sub-Adviser from serving as an investment adviser of this Agreement (except for any necessary amendments an investment company pursuant to Section 9(a) of the Sub-Adviser’s Form ADV), and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene 1940 Act or constitute a default under (i) any provision of other applicable law, rule or regulation, regulation or if the Sub-Adviser becomes aware that it is or likely may become 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; (iiiv) the Sub-Adviser’s governing instrumentsAdviser shall have been served or otherwise becomes aware of any action, suit, proceeding, inquiry or investigation applicable to it, at law or in equity, before or by any court, public board or body, involving or in any way relevant to the affairs of the Fund; (iiiv) any agreement, judgment, injunction, order, decree [ ] or other instrument binding upon the Sub-Adviser; and
(d) The Form ADV [ ] of the Sub-Adviser previously provided to the Adviser (a copy of which is attached together with such other persons as Exhibit B to this Agreement) is a true and complete copy of the form Part 1 of which is currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Adviser and the Trust with a complete copy Sub-Adviser may agree in writing from time to time, the “Key Personnel”) are no longer active, or are proposed to no longer be active, in the day-to-day management of all subsequent amendments to its Form ADV and/or trading decisions for the Managed Portion; (vi) any change in any of the Key Personnel and/or any change concerning any of the Key Personnel (including, without limitation, any necessary amendments 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; (vii) any proposed change in control of the Sub-Adviser; (viii) any proposed assignment of this Agreement; (ix) 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 not contained in the Registration Statement, as amended and supplemented from time to time, regarding the Fund, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any 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 respect; (x) any change in the Sub-Adviser’s financial condition which could impact its abilities to perform its duties hereunder and of any reduction in the amount of coverage under the Sub-Adviser’s errors and omissions or professional liability insurance coverage; 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.
(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 current Form ADV (Parts 1 and 2) and all information in such document is complete and accurate in all material respects as of the date hereof and is in conformity in all material respects with applicable securities laws, rules and regulations. The Sub-Adviser hereby covenants and agrees promptly to reflect deliver to the executionFund all amendments to its Form ADV.
(d) The Sub-Adviser acknowledges and agrees that it has not received legal or regulatory advice from the Fund, delivery the Adviser or any of their respective employees or representatives, and performance of this Agreement)is 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 represents and warrants to the Adviser and the Trust as follows:
(a) The Sub-Adviser is and will remain registered as an investment adviser under the Advisers Act to the extent required thereby;
(b) The Sub-Adviser is a limited liability company corporation duly organized and validly existing under the laws of the State of DelawareCalifornia, with the power to own and possess its assets and carry on its business as it is now being conducted;
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement (except for any necessary amendments of the Sub-Adviser’s Form ADV), and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; and
(d) The Form ADV of the Sub-Adviser previously provided to the Adviser (a copy of which is attached as Exhibit B to this Agreement) is a true and complete copy of the form Part 1 of which is as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Adviser and the Trust with a complete copy of all subsequent amendments to its Form ADV (including, without limitation, any necessary amendments of the Sub-Adviser’s Form ADV to reflect the execution, delivery and performance of this Agreement).
Appears in 1 contract
Representations and Warranties of the Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Trust as follows:
(a) The Sub-Adviser is and will remain registered as an investment adviser Investment Adviser under the Advisers Act to the extent required thereby;
(b) The Sub-Adviser is a limited liability company Limited Liability Corporation duly organized and validly existing under the laws of the State state of Delaware, with the power to own and possess its assets and carry on its business as it is now being conducted;
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s 's powers and have been duly authorized by all necessary action on the part of its Board of Directors and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement (except for any necessary amendments of the Sub-Adviser’s Form ADV)Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s 's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; and
(d) The Form ADV of the Sub-Adviser previously provided to the Adviser (a copy of which is attached as Exhibit B to this Agreement) is a true and complete copy of the form Part 1 of which is as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Adviser and the Trust with a complete copy of all subsequent amendments to its Form ADV (including, without limitation, any necessary amendments of the Sub-Adviser’s Form ADV to reflect the execution, delivery and performance of this Agreement)ADV.
Appears in 1 contract
