REPRESENTATIONS OF THE INVESTMENT ADVISER. The Investment Adviser represents, warrants and agrees that:
A. The Investment Adviser has been duly authorized by the Trustees of the Trust to delegate to the Sub-Adviser the provision of investment services to each Fund as contemplated hereby.
B. The Investment Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Sub-Adviser with a copy of such code of ethics.
C. The Investment 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, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement, (iii) has met and will seek to continue to meet for so long as this Agreement is 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 full power and authority to enter into and perform the services contemplated by this Agreement, and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Investment Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.
D. The Investment Adviser acknowledges receipt of Part II of the Sub-Adviser’s Form ADV at least 48 hours prior to entering into this Agreement, as required by Rule 204-3 under the Advisers Act.
E. The Investment Adviser shall provide (or cause the Trust’s custodian to provide) timely information to the Sub-Adviser regarding such matters as the composition to assets in the portion of each Fund managed by the Sub-Adviser, cash requirements and cash available for investment in such portion of each such Fund, and all other information as may be reasonably necessary for the Sub-Adviser to perform its duties hereunder.
REPRESENTATIONS OF THE INVESTMENT ADVISER. The Investment Adviser represents, warrants and agrees that:
(i) the Investment Adviser is a corporation duly incorporated under the laws of Delaware;
(ii) the Investment Adviser is duly registered as an investment adviser under the Advisers Act;
(iii) the Investment Adviser has been duly appointed by the Trustees and shareholders of the Portfolio to provide investment services to the Portfolio as contemplated by the Advisory Agreement;
(iv) the execution, delivery and performance of this Agreement are within the Investment Adviser's powers, have been and remain duly authorized by all necessary action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on the Investment Adviser;
(v) no consent of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and
(vi) this agreement constitutes a legal, valid and binding obligation enforceable against the Investment Adviser. The Investment Adviser agrees to notify the Subadviser promptly and in writing in the event that any of the above ceases to be correct while this Agreement is in effect.
REPRESENTATIONS OF THE INVESTMENT ADVISER. The Investment Adviser represents, warrants and agrees that:
A. The Investment Adviser has been duly authorized by the Board of Directors of the Portfolio to delegate to the Sub-Adviser the provision of investment services to each Fund as contemplated hereby.
B. The Investment Adviser is currently in compliance and shall at all times continue to be in compliance with the requirements imposed upon the Investment Adviser by applicable law and regulations.
C. The Investment Adviser (i) will be registered as an investment adviser under the Advisers Act prior to the commencement of operation of the Portfolio and thereafter will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) has met and will seek to continue to meet for so long as this Agreement is 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 Sub-Adviser of the occurrence of any event that would disqualify the Investment Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise.
REPRESENTATIONS OF THE INVESTMENT ADVISER. The Investment Adviser represents and warrants that (i) it is duly registered as an investment adviser with the Securities and Exchange Commission pursuant to the Investment Adviser Act of 1940, as amended and (ii) it does not currently have an affiliated broker/dealer that is active in the securities business. Failure of these representations and warranties shall give the Trust the right to immediately terminate this Agreement.
REPRESENTATIONS OF THE INVESTMENT ADVISER. The Investment Adviser represents and warrants to Placement Agent that:
(a) It is a limited liability company duly organized and existing and in good standing under the laws of the state of Delaware and is duly qualified to carry on its business in Colorado;
(b) It is empowered under applicable laws and by its organizational documents to enter into this Agreement and perform its duties under this Agreement;
(c) All requisite actions have been taken to authorize it to enter into and perform this Agreement;
(d) It has access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement;
(e) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of Investment Adviser, enforceable against Investment Adviser in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties;
(f) It is registered under the Advisers Act with the SEC as an as investment adviser, it will abide by the rules and regulations of the SEC, and it will notify the Fund and Placement Agent if its registration with the SEC is terminated or suspended; and
(g) It has policies, procedures and internal controls in place that are reasonably designed to comply with anti-money laundering laws and regulations, including a customer identification program, and the regulations administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control.
REPRESENTATIONS OF THE INVESTMENT ADVISER. The Investment Adviser represents and warrants that:
2.1. upon the commencement of its provision of investment advisory services to the Trust and its Funds, and continuing throughout the term of this Agreement and any successive renewals thereof, it is a registered investment adviser under the Advisers Act; and that it meets all federal, state and other regulatory requirements and will notify the Trust promptly in the event, it ceases to do so;
2.2. it has in place compliance procedures including a Code of Ethics and agrees to provide to the Trust periodic reports required thereunder;
2.3. it has obtained and will continue to maintain the appropriate insurances, including a fidelity bond and D&O/E&O insurance, and agrees to provide copies of such to the Trust;
2.4. it will give prompt notification to the Trust of any material changes in its organizational structure or key personnel;
2.5. it will permit the Trust, upon reasonable notice, to conduct periodic onsite visits and formal reviews of the Investment Adviser's operations and procedures; and
2.6. it will treat as confidential and proprietary information of the Trust all records and information relative to the Trust and Funds and the Trust's past, current or potential shareholders and will not use such information for any purpose other than performance of its responsibilities under this Agreement, except upon prior notification to and written approval of the Trust, which approval shall not be withheld unreasonably.
REPRESENTATIONS OF THE INVESTMENT ADVISER. The Investment Adviser represents and warrants to Placement Agent that:
(a) It is a corporation duly organized and existing and in good standing under the laws of the state of __________ and is duly qualified to carry on its business in ____________;
(b) It is empowered under applicable laws and by its organizational documents to enter into this Agreement and perform its duties under this Agreement;
(c) All requisite actions have been taken to authorize it to enter into and perform this Agreement;
(d) It has access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement;
(e) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of Investment Adviser, enforceable against Investment Adviser in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties;
(f) It is registered under the Advisers Act with the SEC as an as investment adviser, it will abide by the rules and regulations of the SEC, and it will notify the Fund and Placement Agent if its registration with the SEC is terminated or suspended; and
(g) It has policies, procedures and internal controls in place that are reasonably designed to comply with anti-money laundering laws and regulations, including a customer identification program, and the regulations administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control.
REPRESENTATIONS OF THE INVESTMENT ADVISER. The Investment Adviser represents and warrants to the Dealer Manager as of the date hereof and as of the Representation Date that:
REPRESENTATIONS OF THE INVESTMENT ADVISER. The Investment Adviser represents, warrants and agrees that:
REPRESENTATIONS OF THE INVESTMENT ADVISER. The Investment Adviser represents, warrants and agrees that:
A. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940.
B. The 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, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement, (iii) has met and will seek to continue to meet for so long as this Agreement is 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 full power and authority to enter into and perform the services contemplated by this Agreement, and (v) will promptly notify the Trust of the occurrence of any event that would disqualify the Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.
C. The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage.
