REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows:
REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and covenants as follows:
REPRESENTATIONS OF SUB-ADVISER. Sub-Adviser is registered with the Securities and Exchange Commission under the Advisers Act. Sub-Adviser shall remain so registered throughout the term of this Agreement and shall notify Adviser immediately if Sub-Adviser ceases to be so registered as an investment adviser. Sub-Adviser: (a) is duly organized and validly existing under the laws of the state of its organization with the power to own and possess its assets and carry on its business as it is now being conducted, (b) has the authority to enter into and perform the services contemplated by this Agreement, (c) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement, (d) has met, and will continue to seek to meet for the duration of this Agreement, any other applicable federal or state requirements, and the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform its services under this Agreement, (e) will promptly notify Adviser of the occurrence of any event that would disqualify it from serving as an investment adviser to an investment company pursuant to Section 9(a) of the 1940 Act, and (f) will notify Adviser of any change in control of the Sub-Adviser within a reasonable time after such change.
REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents and warrants to the Adviser that:
REPRESENTATIONS OF SUB-ADVISER. The Sub Adviser represents, warrants and agrees as follows: (a) The Sub Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify UBS Global Americas of the occurrence of any event that would disqualify the Sub Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. (b) The Sub Adviser has adopted a written code of ethics complying with the requirements of Rule 17j1 under the 1940 Act and will provide UBS Global Americas and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of the end of the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of the Sub Adviser shall certify to UBS Global Americas that the Sub Adviser has complied with the requirements of Rule 17j1 during the previous year and that there has been no material violation of the Sub Advisers code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of UBS Global Americas, the Sub Adviser shall permit UBS Global Americas, its employees or its agents to examine the reports required to be made by the Sub Adviser pursuant to Rule 17j-1 and all other records relevant to the Sub Advisers code of ethics. (c) The Sub Adviser has provided UBS Global Americas with a copy of its Form ADV, as most recently filed with the Securities and Exchange Commission (SEC), and promptly will furnish a copy of all amendments to UBS Global Americas at least annually. (d) The Sub Adviser will notify UBS Global Americas of any change of control of the Sub Adviser, including any change of its general partners or 25% shareholders or 25% limited partners, as applicable, and any changes in the key personnel who are either ...
REPRESENTATIONS OF SUB-ADVISER. Sub-Adviser represents and warrants that it is registered with the Securities and Exchange Commission under the Advisers Act. Sub-Adviser agrees that it shall remain so registered throughout the term of this Agreement and shall notify Adviser immediately if Sub-Adviser ceases to be so registered as an investment adviser. Sub-Adviser further represents and warrants that it: (a) is duly organized and validly existing under the laws of the state of its organization with the power to own and possess its assets and carry on its business as it is now being conducted; (b) has the authority to enter into and perform the services contemplated by this Agreement; (c) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (d) has met, and will continue to seek to meet for the duration of this Agreement, any other applicable federal or state requirements, and the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform its services under this Agreement; and (e) will promptly notify Adviser of the occurrence of any event that would disqualify it from serving as an investment adviser to an investment company pursuant to Section 9(a) of the 1940 Act. In addition, Sub-Adviser represents that it has provided Adviser with copies of each of the following documents: (i) Sub-Adviser's Form ADV as filed with the Securities Exchange Commission; and (ii) separate lists of persons who Sub-Adviser wishes to have authorized to give written and/oral instructions to the custodians of the Fund's assets for the Fund. Sub-Adviser will furnish Adviser from time to time with copies, properly certified or otherwise authenticated, of all material amendments of or supplements to the foregoing, if any. Such amendments or supplements as to items (i) through (ii) will be provided within 10 days of the time such materials became available to Sub-Adviser.
REPRESENTATIONS OF SUB-ADVISER. A. Sub-Adviser will notify the Manager if it fails to be registered as an investment adviser under the Advisers Act or under the laws of any jurisdiction in which Sub-Adviser is required to be registered as an investment adviser in order to perform its obligations under this Agreement;
REPRESENTATIONS OF SUB-ADVISER. Sub-Adviser hereby represents to Adviser that it is duly registered as an investment adviser with (a) the United States Securities and Exchange Commission pursuant to the Investment Advisers Act of 1940, and (b) any state authorities with which such registration is necessary in order to lawfully provide services pursuant to this Agreement. Sub-Adviser hereby agrees to maintain such registrations in effect for so long as it continues to provide services pursuant to this Agreement and to notify Adviser immediately upon termination or revocation of any such registration during such period.
REPRESENTATIONS OF SUB-ADVISER. The Sub- Adviser represents, warrants and agrees as follows: (a) The Sub-Adviser (i) is registered as an Investment Adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable Federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) 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 1940 Act or otherwise.
REPRESENTATIONS OF SUB-ADVISER. Sub-Adviser hereby represents that it: ------------------------------
