Representations by Adviser Sample Clauses

Representations by Adviser. The Adviser represents and confirms that a) Adviser is registered as an investment adviser under the Advisers Act and is a fiduciary with respect to the Account, b) Adviser has the right, authority and legal capacity to enter into and perform her obligations under this Agreement including the authority to contract Third-Party Money Managers to create Adviser’s model portfolios and to manage Adviser’s portfolio strategies, c) Adviser has the authority to implement third party portfolio models for the clients, d) Adviser has the appropriate structure in place to structure third party portfolio models for the clients.

Representations by Adviser. The Adviser represents that (i) it is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the "Advisers Act") and (ii) that it has all other regulatory authority and capacity to enter into this Agreement and perform its duties hereunder.

Representations by Adviser. The Adviser represents that it is registered as an investment adviser pursuant to the Securities Act and is a fiduciary with respect to the Account. The Adviser also acknowledges that it is registered as an investment adviser with the Florida Office of Financial Regulation (OFR) and that it will promptly advise the Client if it, at any time, is not so registered.

Representations by Adviser. By execution of this Agreement, the Adviser represents and confirms that it is registered as an investment adviser under the Investment Advisers Act of 1940. A copy of the Declaration of Trust of the Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed on behalf of the Trustees of the Trust as Trustees, and is not binding upon any of the Trustees, officers, or shareholders of the Trust individually but binding only upon the assets and property of the Trust.

Representations by Adviser. The Adviser represents and confirms that the employment and appointment of the Sub-Adviser is authorized and that the terms hereof do not violate any obligation by which it is bound, or by which the Sub-Adviser is intended to be bound, whether arising by contract, operation of law or otherwise. The Adviser further represents that (a) this Agreement has been duly authorized by appropriate action and when executed and delivered will be binding upon itself in accordance with its terms, and (b) it will deliver to the Sub-Adviser such evidence of such authority as the Sub-Adviser may reasonably require, whether by way of certified resolution or otherwise.

Representations by Adviser. Adviser represents and warrants to the Client that: a. Adviser is a limited liability company validly existing under the laws of the Commonwealth of Puerto Rico. b. Adviser is a state-registered Investment Adviser registered with the Commonwealth of Puerto Rico’s Commissioner of Financial Institutions. c. Adviser represents and warrants that Adviser (including its Investment Adviser Representatives) do not receive any compensation or other remuneration that is contingent on any client’s purchase or sale of a financial product. Adviser does not receive a fee or other compensation from another party based on the referral of a client or client’s business. d. There are no actions or proceedings by a governmental, regulatory or self-regulatory body pending or threatened against Adviser. e. Adviser has full authority and power to execute, deliver, consummate and perform this Agreement for Adviser; the individual executing this Agreement has the requisite authority to bind Adviser to this Agreement; this Agreement is valid, binding and enforceable against Adviser (such enforceability being subject to creditors’ rights generally). f. The above representations and warranties are continuing in nature during the term of this Agreement, and if at any time any event occurs that makes any of the foregoing not true, Adviser will promptly notify the Client.

Representations by Adviser. By execution of this Agreement, the Adviser represents and confirms that it is registered as an investment adviser under the Investment Advisers Act of 1940. The Adviser, in the management of the Account and in the maintenance of its records, does not assume responsibility for the accuracy of information furnished by Client or by any broker, custodian or other person or for any such person's actions or omissions with respect to the Account except as expressly provided herein. -------------------------------- (Client) -------------------------------- (Name) (Position) Address for notices: Xxx Xxxxxxxx Xxxx X.X. Xxx 0000 Xxxxxxxxx, XX 00000 Agreed and accepted: Date: -------------------- CHASE ASSET MANAGEMENT, INC. By ---------------------------- Address for notices: Chase Asset Management, Inc. 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: ---------------------- Fax: -----------------------

Representations by Adviser. The Adviser represents that (i) it is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the "Advisers Act") and is registered or licensed as an investment adviser under the laws of all jurisdictions which require it to be so registered or licensed, or is exempt from such registration requirements; (ii) it will use its best efforts to maintain each such registration or license in effect at all times during the term of this Agreement; (iii) it will promptly notify the Client if it ceases to be so registered, if registration is suspended for any reason, or if it is notified by any regulatory organization or court of competent jurisdiction that it should show cause why its registration should not be suspended or terminated; and (iv) it is duly authorized to enter into this Agreement and to perform its obligations hereunder.

Representations by Adviser. The Adviser, on its own behalf and on behalf of the Fund and the Trust, represents, warrants and undertakes on a continuing basis that: (a) it is duly organized validly existing under the laws of its country of incorporation, with full power and authority to enter into this Agreement, including under the documents of the Fund, and that it has taken all steps necessary to appoint the Sub-Adviser to perform the services envisaged in this Agreement, (b) it holds all authorizations, consents and licenses required to be held under any law, rule or regulation governing its activities pursuant to this Agreement; (c) it is duly authorised and empowered to perform its duties and obligations hereunder and that the terms of this Agreement do not constitute a breach of any obligations by which the Adviser, the Trust or the Fund are bound whether arising by contract, operation of law or otherwise; (d) its entry into, exercise of its rights and/or performance of or compliance with its obligations under this Agreement does not and will not violate or exceed any power or restriction granted or imposed by: (1) any law, regulations, authorisation, directive or order (whether or not having the force of law) to which it or the Fund are subject; (2) the Registration Statement or any applicable offering documents for the Fund; or (3) any agreement or arrangement to which it or the Fund are a party or which is binding on it or the Fund or their respective assets; (e) except as disclosed to the Sub-Adviser, there have been no legal proceedings against the Adviser, the Trust or the Fund nor any of its affiliates or directors or representatives responsible for the management of the Trust or the Fund within the last ten (10) years, nor has there been any against the Trust or the Fund; (f) it is experienced in the engagement of advisers and is aware of the risks associated with such engagements, including the risk that the Fund could suffer substantial diminution in value; (g) each of the Adviser, the Trust and the Fund satisfies and will continue to satisfy the definition of “institutional investor” as defined in the Securities and Futures Act 2001 of Singapore (“SFA”) at all times during the term of this Agreement and each of them acknowledges that it shall be required to maintain such status as required in order for the Sub-Adviser to be permitted to provide the services to it in respect of the Fund. It undertakes to inform the Sub-Adviser forthwith if there is any change in its s...

Representations by Adviser. The Adviser hereby represents, warrants and agrees that: (a) the investment strategies contained within the Fund's prospectus or any mutually agreed upon Investment Guidelines and services to be provided by Sub-Adviser under this Agreement are suitable for the Fund's financial situation, and Adviser agrees that Sub-Adviser is not responsible for the overall diversification of the Fund's assets; (b) it is duly authorized, in good standing in the jurisdiction of its organization and empowered to execute, deliver and perform this Sub-Advisory Agreement, and such action does not conflict with or violate any provision of law, rule or regulation, contract, deed of trust, or other instrument to which it is a party or to which any of its property is subject; (c) this Sub-advisory Agreement is a valid and binding obligation of the Fund enforceable against it in accordance with its terms except as such enforcement may be limited by bankruptcy or similar laws affecting creditors' rights; (d) it is a Qualified Institutional Buyer ("QIB") within the meaning of Rule 144A under the U.S. Securities Act of 1933, as amended, because it is an eligible entity type and it owns and invests on a discretionary basis at least US $100 million in securities of issuers that are not affiliated with Adviser. Adviser will notify Sub-Adviser at such time as the Fund ceases to be a QIB and further agrees to provide such evidence of its status as a QIB as Sub-Advisory may reasonably request from time to time; (e) Sub-Adviser will be entitled to reasonably rely upon information provided by the Custodian and, if applicable, the Adviser, in the performance of Sub-Adviser's duties hereunder; (f) the signatory to this Sub-Advisory Agreement or other authorized party of the Fund understands the risks applicable to the investments and transactions contemplated under this Sub-Advisory Agreement; (g) it is a "qualified eligible person" as defined in 17 C.F.R. § 4.7(a) and an "eligible contract participant" as defined in 7 U.S.C. § 1a(l 8); (h) Sub-Adviser does not provide legal, tax or accounting advice, and makes no representations as to the tax treatment of any Sub-Advised Assets or any securities or other property held therein; Adviser should consult with and rely solely on its own legal. tax and or accounting advisors with respect to Sub-Advised Assets and the transactions executed by Sub-Adviser therein; and (i) in relation to the Sub-Advised Assets, the Fund is not a "covered fund" as such te...