Representations of Sub Advisor. The Sub-advisor represents and warrants to the Advisor that:
(a) It is registered as an investment advisor under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) and will continue to be so registered for so long as this Agreement remains in effect;
(b) It is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement;
(c) It 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 self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement; and
(d) It will promptly notify the Advisor and the Trust of the occurrence of any event that would disqualify the Sub-advisor from serving as an investment advisor of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.
Representations of Sub Advisor. The Sub-advisor represents, warrants and agrees that:
(a) It is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) (and will continue to be so registered for so long as this Agreement remains in effect);
(b) It is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement;
(c) It is either registered as a commodity trading advisor or duly exempt from such registration with the U.S. Commodity Futures Trading Commission (“CFTC”), and will continue to be so registered or exempt for so long as this Agreement remains in effect or, alternatively, will become a commodity trading advisor duly registered with the CFTC and will be a member in good standing with the National Futures Association.
(d) It 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 self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement;
(e) It will promptly notify the Advisor and the Trust of the occurrence of any event that would disqualify the Sub-advisor from serving as an investment adviser of an investment company pursuant to Section 9 of the 1940 Act or any other applicable statute or regulation;
(f) It will maintain, keep current and preserve on behalf of the Fund in the manner provided by the 1940 Act all records required by the 1940 Act with respect to Sub-advisor’s activities hereunder. Sub-advisor agrees that such records are the property of the Trust and will be surrendered to the Trust promptly upon request, provided that the Sub-advisor may retain copies of such records in order to comply with applicable law;
(g) It will complete such reports concerning purchases or sales of securities on behalf of the Fund as the Advisor may from time to time require to document compliance with the 1940 Act, the Advisers Act, the Internal Revenue Code and other applicable laws; and
(h) After filing with the Securities and Exchange Commission any amendment to its Form ADV, Sub-advisor will promptly furnish a copy to the Advisor.
Representations of Sub Advisor. Sub-Advisor represents, warrants and agrees as follows:
(1) Sub-Advisor is duly authorized to delegate to Sub-Sub-Advisor the provision of investment services to the Fund as contemplated in this Agreement; and (2) Sub-Advisor (i) is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (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, the Advisers Act or other law, regulation or order 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, all 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 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 Sub-Sub-Advisor of the occurrence of any event that would disqualify Sub-Advisor from serving as an investment adviser of any investment company pursuant to Section 9(a) of the 1940 Act or otherwise.
Representations of Sub Advisor. The Sub-advisor represents and warrants to the Advisor that:
(a) It will be registered as an investment advisor under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) and will continue to be so registered for so long as this Agreement remains in effect;
(b) It is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement;
(c) It 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 self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement; and
(d) It will promptly notify the Advisor and the Trust of the occurrence of any event that would disqualify the Sub-advisor from serving as an investment advisor of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.
(e) The information contained in any written materials prepared by it which relate to the Trust or the Fund (the “Written Materials”), other than information supplied by the Advisor is true, accurate, and complete in all material respects and does not contain any misleading or untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading.
Representations of Sub Advisor. Sub-Advisor hereby represents that it:
a) 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;
b) is not prohibited by the 1940 Act, the Advisers Act, or Applicable Laws from performing investment advisory services to the Fund;
c) 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 investment advisory services for the Fund;
d) will maintain an insurance policy in the event of any errors or omissions that may occur in the construction or communication of the Model Portfolio to the Advisor; and
e) will immediately notify Advisor of the occurrence of any event that would disqualify Sub-Advisor from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.
Representations of Sub Advisor. The Sub-Advisor represents, warrants, and agrees as follows:
Representations of Sub Advisor. The Sub-advisor represents and warrants to the Trust and the Advisor that:
(a) It is duly registered as an investment adviser under the Investment Advisers Act of 1940, as amended (“Advisers Act”), and it will maintain effective all material registration, authorizations and licenses required for the performance of its duties hereunder, as the case may be, for so long as this Agreement remains in effect;
(b) It is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement;
(c) It 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 self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement;
(d) It will promptly notify the Advisor and the Trust of the occurrence of any event that would disqualify the Sub-advisor from serving as an investment adviser of an investment company pursuant to Section 9 of the 1940 Act, Section 203 of the Advisers Act or otherwise;
(e) For the avoidance of doubt, the Sub-advisor shall not have the authorization to effect cross transactions (i.e., a transaction in which the Sub-advisor acts as investment adviser for the parties on both sides of the transaction) with respect to the Fund’s account without the Fund’s prior written consent; and
(f) The Sub-advisor will act in a fair and reasonable manner (and in compliance with law) in allocating suitable investments among the Fund’s account and all other accounts advised by the Sub-advisor or any of its affiliates, but the Fund acknowledges that equality of treatment cannot be assured in all situations; and
(g) All investment advice furnished by the Sub-advisor to the Fund for the Fund’s benefit shall remain the property of the Sub-advisor, shall be treated as confidential by the Fund and shall not be disclosed by the Fund to third parties, except as required in connection with the operation of the Fund’s account or the performance of the Advisor’s duties and obligations under the Advisory Agreement or as required by law or by demand of any regulatory or self-regulatory authority.
Representations of Sub Advisor. (1) Sub-Advisor shall maintain all licenses and registrations necessary to perform its duties hereunder in good order.
Representations of Sub Advisor. The Sub-advisor represents and warrants to the Advisor that:
(a) It is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) and will continue to be so registered for so long as this Agreement remains in effect;
(b) It is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement;
(c) It is registered as a commodity trading advisor and commodity pool operator under the Commodity Exchange Act, as amended, and is a member of the National Futures Association and will continue to be so registered for as long as this Agreement remains in effect;
Representations of Sub Advisor
